EXHIBIT 10.1(j)(1)

AMENDMENT NO. 2 TO THE
UNIVERSAL FOODS CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN

WHEREAS, Universal Foods Corporation (the "Company") sponsors the Universal Foods Corporation Executive Income Deferral Plan (the "Plan") for selected executive employees; and

WHEREAS, the Company desires to amend the Plan to provide for: (a) automatic lump sum distributions of participants' account balances following a change of control of the Company; (b) under certain circumstances, an elective lump sum distribution option at a participant's retirement; and (c) under certain circumstances, an elective participant in-service lump sum distribution option; 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. The last sentence of Section I. of the Plan is hereby deleted in its entirety.

2. Subsection A. of Section IV. of the Plan entitled "At Retirement" is hereby amended by inserting the following new paragraph as the first paragraph of such subsection:

"A participant may elect to receive a lump sum distribution of his or her accumulated account balance payable at retirement but only if the Executive either makes such election at least one full calendar year prior to his or her retirement, or in lieu of such advance election, elects that his or her accumulated account balance be reduced by six percent (6%) at retirement.

Or"

3. Section IV. of the Plan is further amended by the addition of a new subsection D., entitled "In-Service Election", to read as follows:

"D. In-Service Election

A participant, prior to his or her termination of employment, may elect to receive a lump sum distribution of his or her accumulated account balance payable either: (i) as soon as administratively feasible on or after the January 1 following one full calendar year from the date of such election;

or (ii) as soon as administratively feasible following such election, but in such event, the participant's accumulated account balance will be reduced by six percent (6%) at the time of payment. If a participant makes an in-service distribution election, his or her deferrals under the plan shall be suspended for the remainder of the calendar year in which such election is made and for the next two succeeding full calendar years."

4. Subsection A. of Section X. of the Plan is hereby amended in its entirety to read as follows:

"A. (i) Notwithstanding any other provision of this plan, in the event of the change of control of the Company, each participant (or, if the participant is deceased, the participant's spouse or other designated beneficiary) shall receive a lump sum distribution of his or her accumulated account balance (or a lump sum distribution or his or her remaining payments if already in pay status) as soon as administratively feasible after the date of such chance of control.

(ii) Subject to Section V., each participant 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 or retirement, and upon such Executive's termination or retirement any deferrals (and interest credited on such deferrals) under this plan subsequent to the lump sum distribution under paragraph (i) above shall be payable as provided in
Section IV., as applicable."

5. Section XIII. of the Plan is hereby amended by the addition of new subsections E. and F. at the end thereof to read as follows:

"E. The Company's Benefits Investment Committee, members of which are appointed by the Chief Executive Officer of the Company, shall be responsible for the general operation and administration of this plan and shall have the full authority to interpret and construe this plan. The Company's Benefits Investment Committee's interpretation and construction of this plan, and actions thereunder, shall be binding and conclusive on all persons and for all purposes.

F. The Company's Benefits Administrative Committee, members of which are appointed by the Chief Executive Officer of the Company, shall have the full authority to determine and review claims for benefits under this plan. The Company's Benefits Administrative Committee's determination of benefit claims under this plan, and actions thereunder, shall be 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
-------------------

EXHIBIT 10.1(j)(2)

AMENDMENT NO. 3 TO THE
UNIVERSAL FOODS CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Executive Income Deferral Plan (the "Plan") for employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company has chanced its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such change.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of November 6. 2000:

1. The Plan shall be known as the: "Sensient Technologies Corporation Executive Income Deferral Plan".

2. Section 1. is amended in its entirety to read as follows:

"I. Purpose

The Sensient Technologies Corporation Executive Income Deferral Plan (the "Plan"), was established effective July 15, 1987 by the Board of Directors of Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon shareholder approval, to be known as Sensient Technologies Corporation (the "Company") as an alternative voluntary income deferral plan of up to 25% of total salary and bonus for selected executives unable to participate to the maximum extent in the Company sponsored 401(k) plan because of tax code limitations. The Plan is administered by the Vice President of Human Resources, under the direction of the Benefits Administrative Committee, and the plan year is the twelve-month period commencing on January 1st and ending on December 31st. The plan year of the Plan is the fiscal year of the Company."

3. Sections IX and XIII are amended throughout by replacing all additional references to "Universal Foods Corporation" with the "Company".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/: Richard Carney
   -------------------------------------

EXHIBIT 10.1(k)(1)

[LETTERHEAD]

Date

Name
Address
Address

Re: Amendment to Change of Control Employment and Severance Agreement

Dear ____________________:

As you know, effective as of November 6, 2000, the Board of Directors approved a change in the name of the corporation, subject to shareholder approval at the Annual Meeting of Shareholders in or about April 2001. Once shareholder approval is obtained Universal Foods Corporation (the "Corporation") will officially become Sensient Technologies Corporation. In anticipation of such approval, the Corporation will begin to do business as Sensient Technologies Corporation. In addition, the Corporation has changed its fiscal year from the 12-month period beginning on October 1st, to the twelve-month period beginning on January 1st. We would like to update your Chance of Control Employment and Severance Agreement, to reflect the name change and the change in the Corporation's fiscal year. To that end, please review the following, sign and return a copy of this letter to: ___________________________ __________________________________ by no later than:___________________.

The Change of Control Employment and Severance Agreement entered into 1w and between Universal Foods Corporation, and [NAME] dated as of [DATE] is amended as follows:

1. The reference to "Universal Foods Corporation" in the introductory paragraph is replaced with "Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon shareholder approval, to be known as Sensient Technologies Corporation".

2. Subparagraph (ii) of paragraph (b) of Section 4. Annual Bonus., is amended to read as follows:

"(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal to the Executive's highest bonus under the Company's [APPLICABLE PLAN NAME], or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole such fiscal year or in the event of a short fiscal year consisting of less than twelve full months) (the "Recent Annual

Bonus"). Each such Annual Bonus shall be paid no later than the end of the third month following the close of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus."

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: __________________________________________
Chairman & Chief Executive Officer

EXECUTIVE

EXHIBIT 10.1(l)

SENSIENT TECHNOLOGIES CORPORATION
RABBI TRUST "A" AGREEMENT

This Trust Agreement is made effective as of the 1st day of January, 2001 by and between Universal Foods Corporation d/b/a Sensient Technologies Corporation and effective upon shareholders approval to be known as Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and Marshall & Ilsley Trust Company (the "Trustee").

WHEREAS, the Company is obligated in accordance with the terms of various agreements listed on Appendix A, as the same may be amended from time-to-time (collectively the "Contracts"), to make certain payments for the benefit of selected Company executives (the "Executives") in the event of a change of control of the Company; and

WHEREAS, as the Company has incurred or expects to incur liability under the terms of such Contracts, the Company established a trust (the "Trust") and entered into a trust agreement dated September 1, 2000 (the "Prior Trust Agreement") with Firstar Bank, Milwaukee, N.A., as trustee (the "Prior Trustee"), with the intention that the Company would make contributions to such Trust to provide itself with a source of funds to assist it in meeting its liabilities under the Contracts (the "Executives"); and

WHEREAS, it is the intention of the Company that the Trust shall constitute an unfunded arrangement and shall not affect the status of any Contract as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS, the Company has appointed the Trustee to succeed the Prior Trustee of the Trust effective as of January 1, 2001; and

WHEREAS, the Prior Trust Agreement is revocable by the Company because the Trust has not been funded due to a change of control as provided therein; and

WHEREAS, the Company and the Trustee desire to amend and restate the Trust Agreement (hereinafter the "Trust Agreement") to enable the Trustee to administer all of the assets held by the Prior Trustee in the Trust, subject to the claims of the Company's creditors in the event the Company becomes Insolvent, as herein defined, until the Company's obligations are paid in accordance with the terms of the Contracts; and

NOW, THEREFORE, in consideration of the mutual agreements of the parties as contained in this Trust Agreement, the Trust shall be comprised, held and disposed of as follows:

Section 1. Successor Trust

(a) The Company and Trustee hereby acknowledge the deposit with the Trustee of assets previously held under the Prior Trust Agreement, which shall continue as the principal of the Trust.

(b) The Trust shall become irrevocable upon a Change of Control, as defined herein.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of paying benefits to Executives as required by the Contracts and claims of general creditors, as herein set forth. Executives shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Contracts and this Trust Agreement shall be mere unsecured contractual rights of Executives against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event the Company is Insolvent, as defined in Section 3(a) herein.

(e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Executive shall have any right to compel such additional deposits.

(f) Upon a Change of Control as defined herein, the Company shall, within five (5) business days following the Change of Control, make an irrevocable contribution to the Trust in an amount that is sufficient to pay the Executives the benefits to which Executives would be entitled pursuant to the terms of the Contract(s) as of the date on which the Change of Control occurred; provided, however, payment of benefits through this Rabbi Trust A shall not duplicate any benefits payable to Executives through Rabbi Trust B or C (which provide for payment of benefits for several non-qualified benefit plans of the Company) or any other irrevocable trust arrangement providing for secured payment of benefits to Executives, notwithstanding that the benefits shall be payable upon a Change of Control pursuant to the terms of the Contracts.

Section 2. Payments to Executives

(a) Upon a Change of Control, within five (5) business days following such Change of Control, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Executive, that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for under the Contracts), and the time of

commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Executives in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Contracts and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

(b) The entitlement of an Executive to benefits under a Contract shall be determined by the Company or such party as it shall designate, and any claim for such benefits shall be considered and reviewed under procedures determined by the Company and uniformly applied.

(c) The Company may make payment of benefits directly to Executives as they become due under the terms of the Contracts. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Executives. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Contracts, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When The Company is Insolvent

(a) The Trustee shall cease payment of benefits to Executives if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankcruptcy Code, or (iii) the Company is determined to be insolvent by any state or federal regulatory authority.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing that the Company is Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Executives.

(2) Unless the Trustee has actual knowledge that the Company is Insolvent, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning whether the Company is Insolvent as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination whether the Company is Insolvent.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Executives and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Executives to pursue their rights as general creditors of the Company with respect to benefits due under the Contracts or otherwise.

(4) The Trustee shall resume the payment of benefits to Executives in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Executives under the terms of the Contracts for the period of such discontinuance, less the aggregate amount of any payments made to Executives by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company

Except as provided in Section 3 hereof, after a Change of Control, the Company shall have no right or power to direct the Trustee to return to the Company, or to divert to others, any of the Trust assets before all payment of benefits have been made to Executives pursuant to the terms of the Contracts, except in the case of a termination of the Trust pursuant to Section 12.

Section 5. Investment Authority

(a) Investments of the Trust shall be limited to cash, cash equivalents and other short time fixed income securities (including any such security from which the Trustee or an affiliate receives any compensation or fee). Prior to a Change in Control, the Company shall have sole authority to direct the Trustee as to such specific securities in which Trustee shall invest such Trust Fund assets. Following a Change in Control, such powers and authority regarding investments shall be rest solely with the Trustee who shall invest such Trust Fund assets in its sole discretion in cash equivalents and other short time fixed income securities (including any such security from which the Trustee or an affiliate receives any compensation or fee). In no event shall any investment authority be exercisable by or rest with Executives; provided that, voting rights with respect to Trust assets will be exercised by the Company prior to a Change in Control and will be exercised by the Trustee after a Change in Control.

(b) The Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any assets held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

(c) The Trustee shall also have the following additional powers:

(1) To receive and hold all contributions paid to it by the Company, provided, however, that the Trustee shall have no duty to require any contributions to be made to it;

(2) To effectuate the written investment instructions given by the Company or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries;

(3) To retain in the Trust for investments any property deposited by the Trustee hereunder;

(4) To have the authority to invest and reinvest assets of the Trust in cash, cash equivalents and other short time fixed income securities (including any such security from which the Trustee or an affiliate receives any compensation or fee);

(5) To retain in the Trust for investment or pending distributions, any portion of the Trust in cash deemed appropriate by the Trustee;

(6) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee deems appropriate to carry out the purpose of the Trust;

(7) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to hold the certificates representing securities, including those in bearer form, in bulk form with and to merge such certificates into certificates of the same class of the same issuer which constitutes assets of other accounts or owners, without certification as to the ownership attached; and to utilize a book-entry system for the transfer or pledge of securities held by the Trustee or by a clearing corporation, provided that the records of the Trustee shall indicate the actual ownership of the securities and other property of the Trust Fund;

(8) To participate in and use the Federal book-entry account system, a service provided by the Federal Reserve Bank for its member banks for deposit of Treasury securities; and

(9) To hold securities or property in the name of the Trustee or its nominee or nominees or in such other form as it determines best with or without disclosing the Trust relationship, providing the records of the Trust shall indicate the actual ownership of such securities or other property.

Section 6. Disposition of Income

As determined in the sole discretion of the Company prior to a Change of Control, all or part of the income received by the Trust, net of expenses and taxes, shall be returned to the Company, as determined by the Company. Following a Change in Control, all income shall be accumulated and reinstated.

Section 7. Accounting by Trustee

The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within thirty 30 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Contracts or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court or competent jurisdiction to resolve the dispute.

(b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder.

(d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(g) The Company hereby agrees to indemnify and to hold Trustee harmless from and against all claims, expenses (including reasonable attorney fees), liabilities, damages, actions or other charges incurred by or assessed against Trustee, other than on account of Trustee's own gross negligence or willful misconduct, as a direct or indirect result of anything done or omitted by Trustee in reliance upon the directions, or absence of directions, of the Company, any investment advisor or manager, or as a direct or indirect result of any act or omission of a predecessor trustee or any other person charged under any agreement affecting the assets of the Trust for investment responsibility with respect to such assets.

Section 9. Compensation and Expenses of Trustee

The Company shall pay all administrative costs and the Trustee's fees and expenses. If not so paid, the costs, fees and expenses shall be paid from the Trust.

Section 10. Resignation and Rein oval of Trustee

(a) The Trustee may resign at any time by written notice to the Company, which shall be effective no less than thirty (30) days after receipt of such notice unless the Company and the Trustee agree otherwise.

(b The Trustee may be removed by the Company on fifteen (15) days notice or upon shorter notice accepted by the Trustee.

(c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within thirty (30) days after receipt of notice of resignation, removal or transfer, unless the Company extends such time limit.

(d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor

If the Trustee resigns or is removed in accordance with Section 10
(a) or (b) hereof, the Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the

Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

The successor Trustee need not examine the records and any acts of any prior Trustee and may retain or dispose of any existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for, and Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination

(a) Prior to a Change of Control, this Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Contracts or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Executives are no longer entitled to benefits pursuant to the terms of the Contracts, unless approved as provided in Section 12(c) hereof

(c) After a Change of Control, upon written approval of Executives entitled to payment of not less than sixty-five percent (65%) of benefits payable under the Payment Schedule, the Company may terminate this Trust prior to the time all benefits payable under the Payment Schedule have been made. All assets in the Trust at termination shall be returned to the Company.

Section 13. Miscellaneous

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Executives under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of Wisconsin.

(d) For purposes of this Trust, Change of Control shall mean:

(1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of either (A) the then outstanding shares of

common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (IV) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (3) of this paragraph (d); or

(2) individuals who, as of January 1, 2001, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to January 1, 2001 whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such business combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

(4) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Section 14. Effective Date

The effective date of this Trust Agreement shall be January 1, 2001.

IN WITNESS WHEREOF, the Company and Trustee have caused this Trust Agreement to be duly executed as of the Effective Date indicated above.

UNIVERSAL FOODS CORPORATION d/b/a
SENSIENT TECHNOLOGIES CORPORATION

By:     /s/: John L. Hammond
        --------------------------------------------
Title:  Vice President, Secretary & General Counsel
        --------------------------------------------
Attest: /s/ Stephen Cordier
        --------------------------------------------
Title:  Vice President & Treasurer
        --------------------------------------------

MARSHALL & ILSLEY TRUST COMPANY

By:     /s/: Michael J. Shlensky
        --------------------------------------------
Title:  Vice President
        --------------------------------------------
Attest: /s/ Michael C. Wieber
        --------------------------------------------
Title:  Vice President
        --------------------------------------------

Appendix A

SENSIENT TECHNOLOGIES CORPORATION
RABBI TRUST "A" AGREEMENT

1. Executive Employment Contract, dated November 5, 1987, as amended May 10, 1988, by and between Universal Foods Corporation and Kenneth P. Manning.

2. Change of Control and Severance Agreements entered into between Sensient Technologies and certain Executives from time to time, benefits under which are to be provided to the Trustee upon a Change of Control, as

EXHIBIT 10.1(m)(1)

AMENDMENT NO. 1 TO THE
TRUST AGREEMENT FOR RABBI TRUST B

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") is obligated under certain non-qualified plans and/or agreements (the "Plans") to make certain deferred and other payments to certain present, future and former directors and executives of the Company who have satisfied the eligibility requirements of such Plans, and for purposes of assuring that such payments are made in satisfaction of such obligations the Company has established a trust in the form of this rabbi trust (commonly referred to as "Rabbi Trust B") which is subject to the claims of the Company's existing or future general creditors; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the trust agreement for Rabbi Trust B to reflect such changes and other matters relating thereto effective with the change in trustee.

NOW, THEREFORE, the trust agreement for Rabbi Trust B is hereby amended as follows, effective as of December 31, 2000:

1. The introductory paragraph of the Trust Agreement is amended by inserting "d/b/a Sensient Technologies Corporation, and effective upon shareholder approval, to be known as Sensient Technologies Corporation" immediately following "Universal Foods Corporation".

2. The first sentence of paragraph (c) of Section 2.01 is hereby amended in its entirety to read as follows:

"As of each December 31, the Company shall recalculate the amount of assets which would be required to be delivered pursuant to Section 2.01(a) as of such date. If the amount so calculated exceeds the fair market value of the assets then held in trust, the Company shall promptly (and in no event later than twenty-five (25) days from such date) pay to the Trustee: (i) an amount in cash, marketable securities (valued at their fair market value) or life insurance policies or any combination thereof equal to such excess; less (ii) the amount, if any, of interest and other income earned on the Trust Corpus and received by the Trustee during the year then ended at December 31."

3. Paragraph (b) of Section 2.02 is hereby amended in its entirety to read as follows:

"(b) Except as hereinafter provided, all interest and other income earned on the investment of the Trust Corpus, except dividends on and proceeds from life insurance policies, shall be the property of the Company and shall not constitute a part of the Trust Corpus. Within twenty (20) days after the end of each year ending December 31, the Trustee shall notify the Company of the amount of such interest and other income received by the Trustee during such year then ended. Such interest and other income received by the Trustee during each year then ending December 31 shall be paid over to the Company by the Trustee within thirty (30) days after the end of each such year. The amount of such interest or other income so payable to the Company shall be reduced to the extent that it offsets the excess otherwise required to be paid by the Company to the Trustee pursuant to Section 2.01(c) hereof, and only the remainder, if any, shall be paid to the Company."

4. The first sentence of paragraph (c) of Section 4.01 is hereby amended in its entirety to read as follows:

"The Trustee shall maintain such books, records and accounts as may be necessary for the proper administration of the Trust Corpus, including, without limitation, as provided in Section 2.01 hereof, and shall render to the Company on or prior to each January 31, beginning January 31, 2002, until the termination of this Trust, an accounting with respect to the Trust Corpus as of the end of the immediately preceding December 31 (and as of the date of the Trust's termination)."

5. Section 6.04 is amended by replacing the reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

6. Schedule A is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

IN WITNESS WHEREOF, this Amendment has been duly executed this 1st day of January, 2001.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/: John L. Hammond
   ------------------------------------

MARSHALL & ILSLEY TRUST COMPANY

By: /s/: Michael C. Wieber, V.P.
    /s/: Michael J. Shlensky, V.P.
   ------------------------------------

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

EXHIBIT 10.1(n)(1)

AMENDMENT NO. 1 TO THE
TRUST AGREEMENT FOR RABBI TRUST C

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") is obligated under certain non-qualified plans and/or agreements (the "Plans") to make certain deferred and other payments to certain present, future and former directors and employees of the Company who have satisfied the eligibility requirements of such Plans and for purposes of assuring that such payments are made in satisfaction of such obligations the Company has established a trust in the form of a rabbi trust (commonly referred to as "Rabbi Trust C") which will be subject to the claims of the Company's existing or future general creditors; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001.

WHEREAS, the Company wishes to amend the trust agreement for Rabbi Trust C to reflect such changes and other matters relating thereto effective with the change in trustee.

NOW, THEREFORE, the trust agreement for Rabbi Trust C is hereby amended as follows, effective as of December 31, 2000:

1. The introductory paragraph is amended by inserting "d/b/a Sensient Technologies Corporation and effective upon shareholders approval, to be known as Sensient Technologies Corporation" immediately following "Universal Foods Corporation".

2. The first sentence of paragraph (c) of Section 2.01 is amended in its entirety to read as follows:

"As of each December 31, the Company shall recalculate the amount of assets which would be required to be delivered pursuant to Section 2.01(a) as of such date. If the amount so calculated exceeds the fair market of the assets then held in trust, the Company shall promptly (and in no event later than twenty five (25) days from such date) pay to the Trustee: (i) an amount in cash, marketable securities (valued at their fair market value) or life insurance policies or any combination thereof equal to such excess; less (ii) the amount, if any, of interest and other income earned on the Trust Corpus and received by the Trustee during the year then ended at December 31."

3. Paragraph (b) of Section 2.02 is amended in its entirety to read as follows:

"(b) Except as hereinafter provided, all interest and other income earned on the investment of the Trust Corpus, except dividends on and proceeds from life insurance policies, shall be the property of the Company and shall not constitute a part of the Trust Corpus. Within twenty (20) days after the end of each year ending December 31, the Trustee shall notify the Company of the amount of such interest and other income received by the Trustee during such year then ended. Such interest and other income received by the Trustee during each year then ending December 31 shall be paid over to the Company by the Trustee within thirty (30) days after the end of each such year. The amount of such interest or other income so payable to the Company shall be reduced to the extent that it offsets the excess otherwise required to be paid by the Company to the Trustee pursuant to Section 2.01(c) hereof, and only the remainder, if any, shall be paid to the Company."

4. The first sentence of paragraph (c) of Section 4.01 is hereby amended in its entirety to read as follows:

"The Trustee shall maintain such books, records and accounts as may be necessary for the proper administration of the Trust Corpus, including, without limitation, as provided in Section 2.01 hereof, and shall render to the Company on or prior to each January 31, beginning January 31, 2002, until the termination of this Trust, an accounting with respect to the Trust Corpus as of the end of the immediately preceding December 31 (and as of the date of the Trust's termination)."

5. Section 6.04 is amended by replacing the reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

6. Schedule A is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

IN WITNESS WHEREOF, this Amendment has been duly executed this 1st day of January, 2001

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/: John L. Hammond
    -------------------------------
    John L. Hammond

MARSHALL & ILSLEY TRUST COMPANY

/s/: Michael C. Wieber, V.P.
-------------------------------

/s/: Michael J. Shlensky, V.P.
-------------------------------

EXHIBIT 10.1(n)(2)

UNIVERSAL FOODS CORPORATION
TRUST AGREEMENT FOR RABBI TRUST C

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 C under the Trust Agreement dated September 8, 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

EXHIBIT 10.1(o)(1)

AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
INCENTIVE COMPENSATION PLAN FOR ELECTED CORPORATE OFFICERS

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Incentive Compensation Plan for Elected Corporate Officers (the "Plan"), which was approved by the shareholders of the Company on January 27, 2000 to restate and replace the Universal Foods Corporation Management Incentive Plan for Elected Corporate Officers; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the dates noted below:

1. Effective as of November 6, 2000, this Plan shall be known as the:
"Sensient Technologies Corporation Incentive Compensation Plan For Elected Corporate Officers".

2. Effective as of November 6, 2000, the first sentence of Section I. is amended in its entirety to read as follows:

"The name of this Plan is the Sensient Technologies Incentive Compensation Plan for Elected Corporate Officers (formerly known as the Universal Foods Corporation Incentive Compensation Plan for Corporate Officers)."

3. Effective as of November 6, 2000, paragraph A. of Section II. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

4. Effective as of as of November 6, 2000, Paragraph E. of Section II. is amended to read:

"E. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon approval of the shareholders, to be known as Sensient Technologies Corporation."

5. Effective as of January 1, 2000, a new paragraph G. is added to Section
II. to read as follows:

"G. 'Fiscal Year' means: (i) for the period on or after January 1, 2000, each twelve (12) consecutive month period beginning on January 1 and ending on December 31; (ii) for the period on or after October 1, 1999 and before January 1, 2000, the three (3) consecutive month period beginning on October 1, 1999 and ending on December 31, 1999; and (iii) for the period prior to October 1, 1999, each twelve (12) consecutive month period beginning on October 1 and ending the following September 30."

6. Effective as of January 1, 2000, paragraphs originally designated G.,
H., I., J., K. and L. of Section II. are re-designated as paragraphs H., I., J.,
K., L. and M., respectively.

7. Effective as of January 1, 2000, paragraph H. of Section II. is amended in its entirety to read follows:

"H. 'Fiscal Year Salary' means the base pay earned by a Participant during the relevant Fiscal Year, exclusive of any incentive compensation or supplemental payments by the Company."

8. Effective as of November 6, 2000, paragraph L. of Section II. is amended in its entirety to read as follows:

"L. 'Plan' means this Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers."

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/ Richard Carney
    ------------------------------------

EXHIBIT 10.1(p)(1)

AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN FOR DIVISION PRESIDENTS

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Management Incentive Plan for Division Presidents (the "Plan") for division presidents of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the date noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Corporation Management Incentive Plan for Division Presidents".

2. Effective as of November 6, 2000, the first sentence of Section I. is amended in its entirety to read as follows:

"The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Division Presidents (formerly known as the Universal Foods Corporation Management Incentive Plan for Division Presidents)".

3. Effective as of November 6, 2000, paragraph C. of Section II. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

4. Effective as of November 6, 2000, Paragraph G. of Section II. is amended to read:

"G. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon approval of the shareholders, to be known as Sensient Technologies Corporation."

5. Effective as of November 6, 2000, paragraph H. of Section II. is amended by replacing the reference to the "Corporation" with the "Company".

6. Effective as of January 1, 2000, a new paragraph J. is added to Section
II. to read:

"J. 'Fiscal Year' means: (i) for the period on or after January 1, 2000, each twelve (12) consecutive month period beginning on January 1 and ending on December 31; (ii) for the period on or after October 1, 1999 and before January 1, 2000, the three
(3) consecutive month period beginning on October 1, 1999 and ending on December 31, 1999; and (iii) for the period prior to October 1, 1999, each twelve (12) consecutive month period beginning on October 1 and ending the following September 30."

7. Effective as of January 1, 2000, paragraphs originally designated J.,
K., L., and M. of Section II. are re-designated as paragraphs K., L., M., and
N., respectively.

8. Effective as of January 1, 2000, paragraph K. of Section II. is amended in its entirety to read as follows:

"K. "Fiscal Year Salary' means the base pay earned by a participant during the relevant Fiscal Year, exclusive of any incentive compensation or supplemental payments by the Company."

9. Effective as of November 6, 2000, paragraph J. of Section II. is amended in its entirety to read as follows:

"J. 'Plan' means this Sensient Technologies Corporation Management Incentive Plan for Division Presidents."

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/ Richard Carney
    ------------------------------------

EXHIBIT 10.1(q)(1)

AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Management Incentive Plan for Corporate Management (the "Plan") for corporate management employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the dates noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Corporation Management Incentive Plan for Corporate Management".

2. Effective as of November 6, 2000, the first sentence of Section I. is amended in its entirety to read as follows:

"The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Corporate Management (formerly known as the Universal Foods Corporation Management Incentive Plan for Corporate Management)."

3. Effective as of November 6, 2000, paragraph A. of Section II. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

4. Effective as of November 6, 2000, paragraph D. of Section II. is amended in its entirety to read as follows:

"D. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation and, effective upon approval of the shareholders, to be known as Sensient Technologies Corporation."

5. Effective as of January 1, 2000, a new paragraph F. is added to Section
II. to read as follows:

"F. 'Fiscal Year' means (i) for the period on or after January 1, 2000, each twelve (12) consecutive month period beginning on January 1

and ending on December 31; (ii) for the period on or after October 1, 1999 and before January 1, 2000, the three (3) consecutive month period beginning on October 1, 1999 and ending on December 31, 1999; and (iii) for the period prior to October 1, 1999, each twelve (12) consecutive month period beginning on October 1 and ending the following September 30."

6. Effective as of January 1, 2000, paragraphs originally designated F.,
G., H., I., and J. of Section II. are re-designated as paragraphs G., H., I.,
J., and K., respectively.

7. Effective as of January 1, 2000, paragraph G. of Section II. is amended in its entirety to read as follows:

"G. 'Fiscal Year Salary' means the base pay earned by a participant during the relevant Fiscal Year, exclusive of any incentive compensation or supplemental payments by the Company."

8. Effective as of November 6, 2000, paragraph J. of Section II. is amended in its entirety to read as follows:

"J. 'Plan' means this Sensient Technologies Corporation Management Incentive Plan for Corporate Management."

9. Effective as of November 6, 2000, paragraph K. of Section II. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

10. Effective as of as of November 6, 2000, Section III. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By: /s/ Richard Carney
   -------------------------------------

EXHIBIT 10.1(r)(1)

AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN FOR DIVISION MANAGEMENT

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Management Incentive Plan for Division Management (the "Plan") for division management employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the dates noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Corporation Management Incentive Plan for Division Management".

2. Effective as of November 6, 2000, the first sentence of Section I. is amended in its entirety to read as follows:

"The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Division Management (formerly known as the Universal Foods Corporation Management Incentive Plan for Division Management)."

3. Effective as of November 6, 2000, paragraph F. of Section II. is amended in its entirety to read as follows:

"F. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon approval of the shareholders, to be known as Sensient Technologies Company."

4. Effective as of November 6, 2000, paragraph G. of Section II. is amended to replace the reference to "Corporation" with "Company".

5. Effective as of January 1, 2000, a new paragraph I. is added to
Section II. to read as follows:

"I. 'Fiscal Year' means (i) for the period on or after January 1, 2000, each twelve (12) consecutive month period beginning on January 1 and ending on December 31; (ii) for the period on or after October 1, 1999 and before January 1, 2000, the three
(3) consecutive

month period beginning on October 1, 1999 and ending on December 31, 1999; and (iii) for the period prior to October 1, 1999, each twelve (12) consecutive month period beginning on October 1 and ending the following September 30."

6. Effective January 1, 2000, paragraphs originally designated I.,
J., K., and L. of Section II. are re-designated as paragraphs J., K., L., and
M., respectively.

7. Effective January 1, 2000, paragraph J. of Section II. is amended to read as follows:

"J. 'Fiscal Year Salary' means the base pay earned by a participant during the relevant Fiscal Year, exclusive of any incentive compensation or supplemental payments by the Company."

8. Effective as of November 6, 2000, paragraph K. of Section II. is amended in its entirety to read as follows:

"K. 'Plan' means this Sensient Technologies Corporation Management Incentive Plan for Division Management."

9. Effective as of November 6, 2000, Section III. is amended by replacing the reference to "Universal Foods Corporation" with "the Company".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By:  /s/: Richard Carney
     ----------------------------------

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

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

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."

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

EXHIBIT 10.1(s)(2)

AMENDMENT NO. 3 TO THE
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(commonly known as SERP "A")

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Supplemental Executive Retirement Plan (commonly known as "SERP A") (the "Plan") for employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the dates noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Corporation Supplemental Executive Retirement Plan A".

2. Effective as of November 6, 2000, Section 1. of the Plan is amended in its entirety to read as follows:

"SECTION 1. PURPOSE

The purpose of the Sensient Technologies Corporation Supplemental Executive Retirement Plan (the "Plan") is to enable Universal Foods Corporation d/b/a Sensient Technologies Corporation, and, effective upon shareholder approval, to be known as Sensient Technologies Corporation (the "Company") to attract, retain, and motivate certain key employees and to provide retirement and survivor benefits for the employees, their surviving spouses and designated beneficiaries. The Company intends the Plan to be a non-qualified supplemental executive retirement plan for certain key employees, as designated and described herein."

3. Effective as of November 6, 2000, Paragraph A. of Section 2. is amended in its entirety to read as follows:

"A. 'Board of Directors' means the board of directors of the Company."

4. Effective as of October 1, 2000, Paragraph D. of Section 2. is amended in its entirety to read as follows:

"D. 'Fiscal Year' means: (i) on or after January 1, 2001, each twelve (12) consecutive month period commencing on January 1 and ending the following December 31; (ii) on or after October 1, 2000, but prior to January 1, 2001, the three (3) consecutive month period commencing October 1, 2000 and ending December 31, 2000; and (iii) prior to October 1, 2000, each twelve (12) consecutive month period beginning October 1 and ending the following September 30.

5. Effective as of November 6, 2000, Paragraph E. of Section 2. is amended in its entirety to read as follows:

"E. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation and, and effective upon approval of the shareholders, to be known as Sensient Technologies Corporation, and shall include all of its wholly-owned subsidiaries."

6. Effective as of November 6, 2000, Section 19. is amended by replacing the reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

7. Effective as of November 6, 2000, Exhibit A is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

8. Effective as of November 6, 2000, Exhibit B is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPRORATION

By: /s/: Richard Carney
   -------------------------------------

EXHIBIT 10.1(t)

UNIVERSAL FOODS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

SECTION 1. PURPOSE

Universal Foods Corporation (the "Company") hereby affirms the establishment of a non-qualified supplemental executive retirement plan for certain key employees, as designated and described herein, which shall be known as the Universal Foods corporation SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B (the "Plan").

The purpose of the Plan is to enable the Company to attract, retain, and motivate certain key employees and to provide retirement and survivor benefits for the employees, their surviving spouses and designated beneficiaries.

SECTION 2. DEFINITIONS

For the purpose of this Plan, certain words or phrases used herein will have the following meanings:

A. "Board of Directors" means the Board of Directors of Universal Foods Corporation.

B. "Disability" means permanent long-term disability for which the Executive would be entitled to long-term disabi1ity benefits under the Company's Disability Income Plan. Determination of such Disability applied to this Plan shall be made at the sole discretion of the Company and the decision of the Company shall be final. During periods of determined Disability, the Executive shall be considered to be in the full employ of the Company for the purpose of this Plan.

C. "Executive" means a selected employee of the Company designated to participate in the Plan by the Chief Executive Officer.

D. "Final Base Salary" means the greater of (i) the Executive's monthly base salary at the appropriate time or (ii) the average of the Executive's monthly base salary during the 60 highest paid consecutive calendar months during the last 120 calendar months immediately prior to the appropriate time. The appropriate time for this purpose is the earlier of retirement, death, Disability, or for purposes of Section 14, termination. For purposes of this Plan, "monthly base salary" means the Executive's gross base salary prior to reduction for the Executive's contribution pursuant to Section 4.

E. "Company" means Universal Foods Corporation and all of its wholly-owned subsidiaries.

F. "Normal Retirement Date" means the earlier of (i) the date the Executive attains age 62 or (ii) the later of (A) the date the Executive attains age 55 and (B) the date his or her age and years of continuous service with the Company equals or exceeds 85.

G. "Early Retirement Date" means the later of (i) the date the Executive attains age 55 and (ii) the date the Executive has completed 10 or more years of continuous service with the Company.

SECTION 3. DESIGNATION OF EMPLOYEE PARTICIPATING IN PLAN

The Chief Executive Officer shall have the sole discretion, from time to time, to designate which employees shall participate in the Plan. Such a designated employee shall be called "Executive" and participation shall be evidenced by Executive's execution of this Agreement.

If an Executive declines participation in the Plan at the time of the offer from the Company, a Waiver of Participation form must be signed (Exhibit A attached hereto and incorporated herein by reference).

SECTION 4. EXECUTIVE CONTRIBUTION

While employed with the Company, Executive will contribute on a payroll basis, through a reduction in base salary, an annual amount equal to the Northwestern Mutual Life Insurance Company's non-rated term insurance premium applicable to a life insurance benefit of two times the Executive's base salary in effect on the date of acceptance into the Plan.

SECTION 5. BENEFITS

Except as otherwise provided in Section 14, participating Executives, their spouses and designated beneficiaries shall only be entitled to benefits under this Plan if the Executive is employed by the Company at time of death or until his or her Early Retirement Date, whichever occurs earlier.

A. In the event the Executive dies while employed by the Company, the Executive will have a survivor income benefit payable to his or her designated beneficiary for a guaranteed period (Section 19). The benefit will equal the designated percentage of the Executive's Final Base Salary (see Section 19).

B. At retirement, the benefit in paragraph A shall no longer be available, and the Executive shall elect one of the alternatives in paragraphs 1, 2 and 3 below.

1. The Executive may elect to continue in effect a survivor income benefit payable to his or her designated beneficiary for a guaranteed period (see Section 19) commencing after the Executive's death. The benefit will equal the designated percentage (see Section 19) of the Executive's Final Base Salary,

reduced if applicable by the early retirement provision in paragraph C below based on the Executive's retirement date.

2. The Executive may elect to receive a supplemental retirement income benefit payable for a guaranteed period (See Section 19) to the Executive or, in the event of the Executive's death, his or her designated beneficiary. The benefit will be the designated percentage (see Section 19) of the Executive's Final Base Salary, reduced if applicable by the early retirement provision in paragraph C below. Payments cease after an aggregate of the guaranteed period of payments have been made to the Executive and the beneficiary.

3. The Executive may elect to receive an actuarially equivalent lifetime supplemental retirement income benefit in a joint and survivor form with the Executive's spouse on the date of retirement as the contingent beneficiary. The benefit will be the designated percentage of the Executive's Final Base Salary (see Section 19), reduced, if applicable, by the early retirement provision in paragraph C below and further reduced to cover the cost for providing the benefit over the lives of the Executive and the spouse. The benefit for a surviving spouse will be 50% of the monthly benefit for the Executive. The minimum benefit to be paid in the aggregate to the Executive, spouse, and designated beneficiary will be equal to the aggregate dollar amount which would have been payable in the guaranteed period of payout in paragraph 2 above. Therefore, after the death of the later to die of the Executive and the Executive's spouse the designated beneficiary shall receive the remainder of the minimum benefit. If the aggregate payments to the Executive and the Executive's spouse were made for at least the guaranteed period, the remainder of the minimum benefit shall be paid in a lump sum. If the aggregate payments to the Executive and the Executive's spouse were made for less than the guaranteed period, the remainder of the minimum benefit shall be paid in equal monthly installments over the period necessary such that the aggregate payment period for all benefits related to the Executive equals the guaranteed period. The actuarial reductions, from the guaranteed period amount in paragraph 2 above, to obtain the 50% joint and survivor benefit are:

Executive's
  Age at
Retirement             Reduction
----------             ---------
    55                     8
    56                     7
    57                     6
    58                     5
    59                     4
    60                     3
    61                     2
    62                     0

C. In the event that the Executive retires after the Early Retirement Date but prior to the Normal Retirement Date, the retirement benefit in paragraph B.1, 2 and 3 above will be reduced 3% for each full year the retirement precedes the Executive's Normal Retirement Date.

SECTION 6. MANNER OF PAYING BENEFITS

Within 60 days following the death or retirement of the Executive eligible under
Section 5, an initial benefit payment shall be made as defined under Section 5. All subsequent benefits under this Plan shall accrue on the first day of each succeeding month after such payment and shall be made on or about such day during the period for which benefits are payable.

SECTION 7. BENEFICIARY DESIGNATIONS

The benefits payable by the Company under Section 5 shall be paid as they become due to the beneficiary or beneficiaries as designated by the Executive in writing on the Beneficiary Designation form (Exhibit B attached hereto and incorporated herein by reference.) The Executive shall have the right to change or amend such beneficiary designation from time to time (without the consent of any prior beneficiary) by submitting a newly executed Exhibit B to the Company. If the Executive fails to make such beneficiary designation or if no beneficiary so designated survives the Executive, payments shall be made as they become due to the duly appointed personal representative of the estate of the Executive.

SECTION 8. TERMINATION OF EMPLOYMENT

Except as otherwise provided in Section 14, if an Executive's employment with the Company is terminated prior to the Executive's Early Retirement Date, either by the Company or by the Executive, with or without cause, no amounts shall be paid under any provision of this Plan. Disability or death shall not be deemed a termination of employment for purposes of this Section.

SECTION 9. DISABILITY

If the Executive incurs a Disability, Executive contributions will be waived unless and until the Executive returns to full employment. Retirement benefits will not be payable under this Plan while the Executive is receiving benefits under the Company's Disability Income Plan. Retirement benefits will commence with the later of the cessation of such Disability Income Plan payments or the Executive's Normal Retirement Date, such later date being the Executive's retirement for purposes of this Plan.

SECTION 10. TITLE TO LIFE INSURANCE

If the Company elects to purchase a life insurance contract to provide the Company with funds to make payments hereunder, the Company shall at all times be the sole owners of and the beneficiary under such contract, and shall have the unrestricted right to use all amounts and to exercise all options and privileges thereunder without knowledge or consent of the Executive, his or her designated beneficiary or any third party. It is expressly agreed that neither the Executive, designed beneficiary, nor any third party shall have any right, title, or interest whatsoever in or to any such contract.

SECTION 11. PAYMENTS ARE NOT SECURED

The Executive, his or her designated beneficiary or any third party having or claiming a right to payments hereunder or to any interest in this Plan shall rely solely on the unsecured promise of the Company, and nothing herein shall be construed to give the Executive, his or her spouse or designated beneficiary or any third party any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the Company or in which it may have any right, title or interest now or in the future. The Executive shall have the right to enforce his or her claim against the Company in the same manner as any unsecured creditor.

SECTION 12. NON-ASSIGNABILITY OF BENEFITS

No rights of any kind under this Plan shall be transferable or assignable by the Executive, spouse or any designated beneficiary or be subject to alienation, encumbrance, garnishment, attachment, execution, levy or seizure by legal process of any kind, voluntary or involuntary.

SECTION 13. AMENDMENT

This Plan may be amended at any time or from time to time by the Company. Any amendment shall not reduce the benefit of any participating Executive, or any party receiving benefits under this Plan without a consent in writing by the affected Executive or party, as applicable. The failure of either the Company or the Executive to enforce any of the provisions hereof shall not be deemed a waiver thereof. No provision of this Plan shall be deemed to have been waived or modified unless such waiver or modification shall be in

writing and signed by the appropriate party. The Company reserves the right to terminate the Plan at any time. The termination of the Plan shall not affect the payment of benefits due to or accrued by any Executive, Executive's spouse, or designated beneficiary covered by the Plan prior to termination.

SECTION 14. CHANGE OF CONTROL OF THE COMPANY

A. Notwithstanding any other provision of this Plan, including specifically Sections 5 and 8 above, in the event of a change of control of the Company, the Company shall continue to provide the survivor income and retirement income benefits described in Section 5 above for Executives participating in the Plan when such change of control occurs. Further, any Executive whose employment terminates for any reason after such change of control occurs shall be eligible for benefits under the Plan regardless of his or her age or period of continuous service as of the date of his or her termination of employment. The Executive may elect retirement benefits under Section 5.B at any time after attainment of age 55 (subject to the 3% per year reduction in Section 5.C for commencement prior to Normal Retirement Date), and the survivor income benefit in Section 5A shall apply until such election is made. After termination of employment, no further contribution shall be required of the Executive under Section 4.

B. For purposes of paragraph A of this Section, the term "change of control of the Company" means:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act)(a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition pursuant to a transaction which complies with Clauses (A), (B) and
(C) of subparagraph (iii) of this paragraph B; or

(ii) individuals who, as of September 10, 1998, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 10, 1998 whose election, or nomination for election by the

Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case unless, following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

SECTION 15. FORFEITURE OF BENEFITS

Executive shall forfeit any right to receive benefits hereunder (including any benefits payable to Executive's spouse or designated beneficiary), and all benefit payments hereunder shall

terminate, if, at any time during the period in which Executive, his/her spouse and designated beneficiaries shall be entitled to benefits under this Plan or benefits are being paid hereunder, Executive, directly or indirectly, either individually or as an employee, officer, principal, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor or consultant or in any other capacity: (1) within the continental United States, in a capacity that could reasonably be expected to cause Executive to use or disclose confidential information of the Company acquired by Executive during the term of Executive's employment with the Company, and in a manner materially detrimental to the business of the Company, participates in, becomes associated with, provides assistance to, or has a financial or other interest in any business, activity or enterprise which competes (with any product or product lines of the Company) for Active Customers of the business of the Company or any Successor or assign of the Company; (2) induces or attempts to induce any employee, officer, director, sales representative, consultant or other personnel of the Company to terminate his or her relationship or breach his or her agreements with the Company; or (3) within the continental United States induces or attempts to induce any Active Customer of the Company to cease doing business, in whole or in part, with or through the Company, or to do business with any other person, firm, partnership, corporation or any other entity competitive with the business of the Company. The ownership of less than a five percent (5%) interest in a corporation whose shares are traded in a recognized stock exchange or traded in the over-the-counter market, even though that corporation may be a competitor of the Company, shall not be deemed financial participation in a competitor. "Active Customer" shall mean any customer of the Company which purchased any of the Company's products or services during the one-year period preceding the date Executive engages in any activity specified in subsection (1) or (3) above.

In the event of a change of control of the Company (as defined in Section 14 above), this forfeiture provision shall be void.

SECTION 16. SUCCESSORS AND ASSIGNS

If the Company sells, assigns or transfers all or substantially all of its business and assets to any party, excluding affiliates of the Company, or if the Company merges into or consolidates or otherwise combines with any party which is a continuing or successor entity, then the Company shall assign all of its right, title and interest in this Plan as of the date of such event to the party which is either the acquiring or successor corporation, and such party shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed under this Plan upon the Company. In case of such assignment by the Company and such assumption and agreement by such party all further rights as well as all other obligations of the Company under this Plan thenceforth shall cease and terminate and thereafter the expression "the Company" wherever used herein shall be deemed to mean such party.

SECTION 17. NON-GUARANTEE OF EMPLOYMENT

This Plan shall not be construed as giving the Executive the right to be retained as an employee of the Company for any period.

SECTION 18. VESTING

There is no vesting under the Plan.

SECTION 19. DESIGNATED PERCENTAGES AND GUARANTEED PERIOD

The designated percentage under Section 5 for the Executive is 25%

The designated guaranteed period under Section 5 for the Executive is 20 years.

SECTION 20. MISCELLANEOUS

The Plan supercedes and modifies in all respect any prior version of the Company's Supplemental Executive Retirement Plan B and any amendments thereto. The Plan is executed by Executive in consideration of continued employment with the Company, Company's continuation of the Plan and Executive's potential receipt of benefits under the Plan.

SECTION 21. NOTICES

All notices, requests, demands, and other communications under this Plan shall be in writing and delivered in person or by certified mail, postage prepaid as follows:

Company

Universal Foods Corporation
433 East Michigan Street
Milwaukee, WI 53201
Attn: Vice President-
Human Resources

                                Universal Foods Corporation

                                By:  ____________________________________
                                     Richard Carney, Vice President-Human
                                     Resources

(CORPORATE SEAL)                Attest:

                                _________________________________________
                                John L. Hammond, Secretary

                                _________________________________________
                                Steven O. Cordier, Executive

Exhibit A

UNIVERSAL FOODS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

WAIVER OF PARTICIPATION

On ____________________________, I was given the opportunity to participate in the Universal Foods Corporation Supplemental Executive Retirement Plan B. In accordance with the policy established under the Plan, each designated Executive is given 60 days from the notice of designation (the "Notice") to participate before the offer is withdrawn, unless at a later date the offer is reinstated by Universal Foods Corporation. I acknowledge and understand this limitation relative to my participation in the Plan.

Because the elapsed time since receipt of the Notice exceeds 60 days, there will be no benefits available to me or to any of my beneficiaries under the Plan. I further understand that my future participation in the Plan is solely within the discretion of Universal Foods Corporation.

Date:________________________________

Exhibit B

UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

Beneficiary Designation

I, _____________________________, hereby designate the following as my Primary Beneficiary under my Supplemental Executive Retirement Plan B with Universal Foods Corporation:

_____________________________________     ______________________________________
        Contingent Beneficiary's Name              Relationship to me

_____________________________________     ______________________________________
        Contingent Beneficiary's Name              Relationship to me

_____________________________________     ______________________________________
        Contingent Beneficiary's Name              Relationship to me

Upon the death of a Contingent Beneficiary, any remaining portion of said benefits shall be paid in equal shares to his or her children living at the time each payment is to be made in accordance with the Plan. Upon the death of a Contingent Beneficiary who is not survived by a child or children, or upon the death of the last surviving child of a Contingent Beneficiary, any remaining portion of his or her beneficial interest shall be paid in equal shares to the then living Contingent Beneficiaries and the children of any then deceased Contingent Beneficiaries, any such child or children to be paid (as described in the preceding sentence) only the share the parent would receive if living.

If none of the foregoing persons are living when any benefits under the Plan are payable, any remaining installments shall be paid to the personal representative of the last to die of me or any designated beneficiary.

This form constitutes a revocation in full of any Beneficiary Designations previously made by me and may be changed or revoked by me at any time, provided that such subsequent designations be in writing and filed with Universal Foods Corporation.

Witness:                                  Date:_________________________________

_____________________________________     ______________________________________
        (Cannot be a Beneficiary)                  Signature of Employee

Receipt of the above Beneficiary Designation is hereby acknowledged by:

UNIVERSAL FOODS CORPORATION

EXHIBIT 10.1(t)(1)

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

WHEREAS, Universal Foods Corporation (the "Company") sponsors the Universal Foods Corporation Supplemental Executive Retirement Plan B (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 of 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. Subsection B. of Section 5. of the Plan is hereby amended by replacing the phrase "paragraphs 1, 2 and 3 below" contained in its penumbra paragraph with the phrase "paragraphs 1., 2., 3. and 4. below" and by inserting a new paragraph 4. at the end thereof to read as follows:

"4. 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 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 20

year period, equal to the designated percentage of the Executive's Final Base Salary, reduced, as applicable, by: (i) the early retirement provision in subsection C. below based on the Executive's 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 paragraph 4. 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."

3. Subsection C. of Section 5. of the Plan is hereby amended by replacing the phrase "paragraphs B.2 and 3 above" contained therein with the phrase "paragraphs 2., 3., and 4. of subsection B. above".

4. 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 for a guaranteed 20 year period, equal to the product of the designated percentage of the Executive's Final Base Salary and such Executive's Final Base Salary as of 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 20 year period, equal to the product of the designated percentage of the Executive's Final Base Salary and such Executive's Final Base Salary as of 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."

5. 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 be 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
----------------------------

EXHIBIT 10.1(t)(2)

AMENDMENT NO. 3 TO THE
UNIVERSAL FOODS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN B

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Supplemental Executive Retirement Plan B (the "Plan") for eligible employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such change and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of November 6, 2000:

1. The Plan shall be known as the: "Sensient Technologies Corporation Supplemental Executive Retirement Plan B".

2. Section 1. of the Plan is amended in its entirety to read as follows:

"SECTION 1. PURPOSE

The purpose of the Sensient Technologies Corporation Supplemental Executive Retirement Plan B (the "Plan") is to enable Universal Foods Corporation d/b/a Sensient Technologies Corporation, and, effective upon shareholder approval, to be known as Sensient Technologies Corporation (the "Company") to attract, retain, and motivate certain key employees and to provide retirement and survivor benefits for the employees, their surviving spouses and designated beneficiaries. The Company intends the Plan to be a non-qualified supplemental executive retirement plan for certain key employees, as designated and described herein."

3. Paragraph A. of Section 2. is amended in its entirety to read as follows:

"A. 'Board of Directors' means the board of directors of the Company."

4. Paragraph E. of Section 2. is amended in its entirety to read as follows:

"E. 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation and, effective upon approval of the shareholders, to be known as Sensient Technologies Corporation, and shall include all of its wholly-owned subsidiaries."

5. Section 19. is amended by replacing the reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

6. Exhibit A is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

7. Exhibit B is amended throughout by replacing each reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPRORATION

By: /s/ Richard Carney
    ------------------------------

EXHIBIT 10.1(u)(1)

AMENDMENT NO. 2 TO THE
UNIVERSAL FOODS
SUPPLEMENTAL BENEFIT PLAN

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies (the "Company") sponsors the Universal Foods Supplemental Benefit Plan (the "Plan") for employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the dates noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Supplemental Benefit Plan".

2. Effective as of November 6, 2000, Section 1. is amended in its entirety to read as follows:

"Section 1. Purpose

The purpose of the Sensient Technologies Supplemental Benefit Plan ("Plan") is to reimburse certain employees for various reductions in qualified plan benefits in the Sensient Technologies Retirement Employee Stock Ownership Plan, the Sensient Technologies Transition Retirement Plan, the Sensient Technologies Corporation Savings Plan, which reductions are caused by (i) restrictions in
Section 401(a)(17), 410, or 415 of the Internal Revenue Code, (ii) the maximum limitation on employer and employee contributions under Sections 401(k), 401(m), and 402(g), of the Internal Revenue Code and (iii) the deferral of a portion of their cash compensation pursuant to nonqualified deferred compensation arrangements."

3. Effective as of November 6, 2000, paragraph (c) of Section 2. is amended in its entirety to read as follows:

"(c) 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation and, effective upon approval of the shareholders, to be known as Sensient Technologies Corporation."

4. Effective as of November 6, 2000, the Plan is amended throughout by replacing each additional reference to "Universal Foods Corporation" with "Sensient Technologies Corporation".

5. Effective as of November 6, 2000, the Plan is amended throughout by replacing each reference to "UFC Stock" with "STC Stock".

6. Effective as of November 6, 2000, the Plan is amended throughout by deleting each reference to the "Universal Foods Corporation Retirement Plan-General Participating Group".

7. Effective November 6, 2000, paragraph (1) of Section 2. is deleted, and the following paragraphs of Section 2 are re-lettered accordingly.

8. Effective as of October 1, 2000, Section 4. is amended in its entirety to read as follows:

"Section 4. Savings Plan Matching Supplement.

An Executive's Plan Account shall be allocated an amount
(i) for the period prior to October 1, 2000; as of September 30, 1989 and each September 30 thereafter; and (ii) for the period on and after October 1, 2000; as of December 31, 2000 and each December 31 thereafter, equal to the difference between (A) and (B), where:

(A) is the amount of matching Employer contributions that would have been allocated to the account of the Executive for each plan year under the Savings Plan, assuming:
(1) the Executive had made the maximum pre-tax deposits for the plan year,
(2) the 415 Limit and $200,000 Limit were inapplicable, and
(3) the limitations on employer and employee contributions under Code Sections 401(k), 401(m), and 402(g) were inapplicable, and (B) is the actual matching Employer contribution allocable to the Executive's Savings Plan account for the plan year."

9. Effective as of October 1, 2000, Section 5. is amended in its entirety to read as follows:

"Section 5. ESOP Supplement.

An Executive's Plan Account shall be allocated an amount (i) for the period prior to October 1, 2000; as of September 30, 1989 and each September 30 thereafter; and (ii) for the period on

and after October 1, 2000; as of December 31, 2000 and each December 31 thereafter, equal to the difference between (A) and (B), where:

(A) is the amount of allocations that would have been made to the account of the Executive for each plan year under Section 4.5 of the ESOP, assuming the 415 Limit, the $200,000 Limit and the Deferred Compensation Limit were inapplicable, and

(B) is the actual Section 4.5 allocation to the Executive's ESOP account for the year."

10. Effective as of October 1, 2000, Section 6. is amended in its entirety to read as follows:

"Section 6. Transition Supplement.

"An Executive's Plan Account shall be allocated an amount (i) for the period prior to October 1, 2000; as of September 30, 1989 and each September 30 thereafter; and (ii) for the period on and after October 1, 2000; as of December 31, 2000 and each December 31 thereafter, equal to the amount of allocations that would have been made to the account of the Executive for each plan year under
Section 4.1 of the Transition Plan, assuming the 415 Limit were inapplicable and the Executive were a Participant in the Transition Plan with the benefit determined by the Benefits Administrative Committee. This Transition Supplement shall be the Executive's applicable dollar amount for such year as specified in Appendix A attached hereto."

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By:  /s/: Richard Carney
   ------------------------------------

EXHIBIT 10.1(v)(1)

AMENDMENT NO. 2 TO THE
UNIVERSAL FOODS
TRANSITION RETIREMENT PLAN
(As Restated Effective October 1, 1998)

WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies Corporation (the "Company") sponsors the Universal Foods Corporation Transition Retirement Plan, as restated effective October 1, 1998 (the "Plan") for employees of the Company who have satisfied the eligibility requirements of the Plan; and

WHEREAS, the Company's fiscal year has changed to the calendar year; and

WHEREAS, the Company has changed its name to Sensient Technologies Corporation, subject to shareholder approval at the annual meeting of shareholders scheduled to be held in April 2001; and

WHEREAS, the Company wishes to amend the Plan to reflect such changes and other matters relating thereto.

NOW, THEREFORE, the Plan is hereby amended as follows effective as of the date noted below:

1. Effective as of November 6, 2000, the Plan shall be known as the:
"Sensient Technologies Transition Retirement Plan".

2. Effective as of November 6, 2000, Section 1.1 is amended in its entirety to read as follows:

"1.1 Name of Plan. The name of the Plan is the Sensient Technologies Transition Retirement Plan. It is sometimes referred to herein as the 'Plan'. Prior to November 6, 2000, the Plan was referred to as the Universal Foods Transition Retirement Plan."

3. Effective as of November 6, 2000, the Plan is amended throughout by replacing each reference to "Universal Foods Retirement Employee Stock Ownership Plan" with "Sensient Technologies Retirement Employee Stock Ownership Plan".

4. Effective as of November 6, 2000, the Plan is amended throughout by replacing each reference to "UFC Stock" with "STC Stock".

5. Effective as of November 6, 2000, Section 1.3 is amended by deleting the first sentence thereof and by replacing it with the following: "The Plan was established effective as of September 8, 1988, to provide a supplemental arrangement to protect certain non-highly compensated employees whose benefits under the Sensient Technologies Employees Stock Ownership Plan were projected to be significantly less than the projected benefits they would have received under the applicable defined benefit plan in existence prior to 1988."; and by adding at the end of Section 1.3 a new sentence as follows: "The Plan was further amended

effective October 1, 2000, to reflect the change in the Plan's Plan Year to a calendar year, and as of November 6, 2000 to reflect the change in the name of the Company."

6. Effective as of November 6, 2000, Section 1.5 is amended to read as follows:

"1.5 Company. The 'Company' means Universal Foods Corporation d/b/a Sensient Technologies Corporation, and effective upon approval of the shareholders, to be known as Sensient Technologies Corporation, or any successor by merger, purchase, or otherwise, with respect to its employees or any other company with a United States payroll participating in the Plan as provided in Section 12.1."

7. Effective as of November 6, 2000, the Plan is amended throughout by replacing each reference to "Universal Foods Corporation" with "the Company".

8. Effective as of October 1, 2000, Section 2.12 is amended in its entirety to read as follows:

"2.12 Highly Compensated Employee.

(a) For Plan Years beginning prior to October 1, 2000: A 'Highly Compensated Employee' is, for purposes of a Plan Year, any Employee who is a 'highly compensated employee' within the meaning of Section 414(q) of the Internal Revenue Code for such Plan Year. A 'Highly Compensated Employee' shall include any Employee who (i) is a Five Percent (5%) Owner of the Company or an Affiliated Company at any time during either such Plan Year or the prior Plan Year, (ii) received compensation (as defined in Section 9.3 of the Plan) in excess of $80,000 (or such greater amount as adjusted by the Secretary of the Treasury) during the prior Plan Year and, for Plan Years beginning on and after October 1, 1998, was in the top-paid group of employees for such prior Plan Year (consisting of the top twenty percent (20%) of Employees when ranked on the basis of compensation paid during the Plan Year), or (iii) is a former Employee who was a Highly Compensated Employee when such Employee separated from service with the Company or an Affiliated Company or was a Highly Compensated Employee at any time after attaining age 55.

(b) For Plan Years beginning on and after October 1, 2000: A 'Highly Compensated Employee' is, for purposes of a Plan Year, any Employee who performs service for the Company or an Affiliated Company during the 'determination year' and who is a 'highly compensated employee' within the meaning of Section 414(q) of the Internal Revenue Code for such Plan Year. A 'Highly Compensated Employee' shall include any Employee who (i) is a

Five Percent (5%) Owner of the Company or an Affiliated Company at any time during either the 'look-back year' or the current Plan Year, (including the short Plan Year period of October 1, 2000 through December 31, 2000), (ii) received compensation (as defined in Section 9.3 of the Plan) in excess of $80,000 (or such greater amount as adjusted by the Secretary of the Treasury) during the 'look-back year' (as such term is defined herein) and was in the top-paid group of employees for such 'look-back year' (consisting of the top twenty percent (20%) of Employees when ranked on the basis of compensation paid during the year), or (iii) is a former Employee who was a Highly Compensated Employee when such Employee separated from service with the Company or an Affiliated Company or was a Highly Compensated Employee at any time after attaining age 55.

(c) For purpose of this Section, the following definitions shall apply:

(i) 'determination year' means the Plan Year with respect to which the determination of an individual's status as a 'highly compensated employee' (or as a 'nonhighly compensated employee') is being made.

(ii) 'look-back year' means the period of twelve (12) consecutive months immediately preceding the 'determination year' except that for the purposes of determining 'look-back year' data, data for the calendar year beginning with or within the 'look-back' year shall be deemed to be the data for the 'look-back year'."

9. Effective as of October 1, 2000, Section 2.19 is amended in its entirety to read as follows:

"2.19 Plan Year. The period on which records of the Plan are kept. Prior to October 1, 2000, the 'Plan Year' is the twelve (12) consecutive month period commencing on each October 1 and ending the following September 30. The period of October 1, 2000 to December 31, 2000 shall be a short 'Plan Year'. On and after October 1, 2000, the 'Plan Year' is the twelve (12) consecutive month period beginning on January 1 of each year and ending the following December 31."

10. Effective as of October 1, 2000, Section 4.1(b) is amended in its entirety to read as follows:

"(b) Notwithstanding paragraph (a) above, for any Participant entitled to share in an allocation for a Plan Year due to meeting the requirements of paragraphs (b) or (c) of Section 4.4, the applicable dollar amount multiplied by a fraction, the numerator of which is the number of nearest completed months (employment on the

fifteenth (15th) day of the month being treated as a full month) and the denominator of which is twelve (12) (three (3) for the short Plan Year beginning on October 1, 2000 and ending December 31, 2000)."

11. Effective as of October 1, 2000, paragraph (b) of Section 6.3 is amended in its entirety to read as follows:

"(b) If a Participant incurs a Termination of Employment prior to entitlement to a Vested Balance in accordance with the requirements of Section 6.2, the Nonvested Balance of such former Participant's Company Contribution Account will be treated as a conditional forfeiture on the last day of the Plan Year immediately following a one (1) year Break in Service by such former Participant. If such former Participant is rehired prior to such date, his or her Nonvested Balance shall remain in his or her account and continue to vest in accordance with the terms of the Plan. If such former Participant is rehired after the last day of the Plan Year but prior to a final forfeiture, his or her conditionally forfeited account balance shall be restored from forfeitures or Company contributions to the Plan. The former Participant's Nonvested Balance shall be declared a final forfeiture upon a five (5) year Break in Service after the Employee's Termination of Employment (a six (6) year Break in Service for Terminations of Employment occurring prior to January 1, 1999), and the former Participant shall have no rights to restoration of his or her forfeited Nonvested Balance."

12. Effective as of October 1, 2000, paragraph (a) of Section 9.1 is amended by replacing the reference to "(i) $30,000" with "(i) $30,000 ($7,500 for the Plan Year beginning October 1, 2000 and ending December 31, 2000)".

13. Effective as of October 1, 2000, Section 9.4 is amended by the addition of the following paragraph to the end thereof:

"Notwithstanding the foregoing, on and after October 1, 2000, 'limitation year' shall be defined as the twelve (12) consecutive month period beginning on January 1 of each year and ending the following December 31. The period of October 1, 2000 through December 31, 2000 shall be a short 'limitation year'."

14. Effective as of November 6, 2000, Appendices I and II are amended throughout by replacing each reference to "Universal Foods Corporation " with "Sensient Technologies Corporation".

IN WITNESS WHEREOF, this Amendment has been duly executed this 12th day of December, 2000.

UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION

By:  /s/: Richard Carney
   ------------------------------------