SENSIENT TECHNOLOGIES CORP (Form: 10-Q, Received: 11/07/2008 13:54:36)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-7626

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)


Wisconsin		39-0561070

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5304
(Address of principal executive offices)

Registrant’s telephone number, including area code: (414) 271-6755

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.


Class		Outstanding at October 31, 2008
Common Stock, par value $0.10 per share		48,346,337 shares

SENSIENT TECHNOLOGIES CORPORATION
INDEX


	Page No.
PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements:
Consolidated Condensed Statements of Earnings - Three and Nine Months Ended September 30, 2008 and 2007		1

Consolidated Condensed Balance Sheets - September 30, 2008 and December 31, 2007		2

Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, 2008 and 2007		3

Notes to Consolidated Condensed Financial Statements		4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3. Quantitative and Qualitative Disclosures about Market Risk		14

Item 4. Controls and Procedures		14

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings		15

Item 6. Exhibits		16

Signatures		17

Exhibit Index		18
EX-10.1
EX-10.2
EX-10.3
EX-10.4.A
EX-10.4.B
EX-10.5.A
EX-10.5.B
EX-10.6.A
EX-10.6.B
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-31
EX-32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(In thousands except per share amounts)

(Unaudited)


	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2008		2007		2008		2007
Revenue	$	318,601	$	294,311	$	958,815	$	883,889

Cost of products sold		222,705		205,326		665,555		614,280

Selling and administrative expenses		55,041		50,856		167,919		157,277


Operating income		40,855		38,129		125,341		112,332

Interest expense		7,977		8,640		25,035		27,362


Earnings before income taxes		32,878		29,489		100,306		84,970

Income taxes		8,776		8,706		30,067		25,608


Net earnings	$	24,102	$	20,783	$	70,239	$	59,362


Average number of common shares outstanding:
Basic		47,792		46,818		47,554		46,627


Diluted		48,320		47,306		48,098		47,123


Earnings per common share:
Basic	$	.50	$	.44	$	1.48	$	1.27


Diluted	$	.50	$	.44	$	1.46	$	1.26


Dividends per common share	$	.19	$	.18	$	.55	$	.50

See accompanying notes to consolidated condensed financial statements.

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)


	September 30,
	2008			December 31,
	(Unaudited)			2007 *
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,099		$	10,522
Trade accounts receivable, net		215,906			196,458
Inventories		399,427			361,534
Prepaid expenses and other current assets		44,083			41,530

TOTAL CURRENT ASSETS		669,515			610,044

OTHER ASSETS		42,607			44,404
INTANGIBLE ASSETS, NET		14,148			14,789
GOODWILL		471,138			476,611

PROPERTY, PLANT AND EQUIPMENT:
Land		47,794			46,013
Buildings		258,641			259,830
Machinery and equipment		623,661			612,265
Construction in progress		42,560			30,335

		972,656			948,443
Less accumulated depreciation		(555,817	)		(530,109	)

		416,839			418,334

TOTAL ASSETS	$	1,614,247		$	1,564,182

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade accounts payable	$	99,158		$	88,812
Accrued salaries, wages and withholdings from employees		22,752			23,684
Other accrued expenses		64,655			56,948
Income taxes		4,708			2,342
Short-term borrowings		33,451			57,487

TOTAL CURRENT LIABILITIES		224,724			229,273
OTHER LIABILITIES		28,934			26,670
ACCRUED EMPLOYEE AND RETIREE BENEFITS		45,275			44,197
LONG-TERM DEBT		450,437			449,621
SHAREHOLDERS’ EQUITY:
Common stock		5,396			5,396
Additional paid-in capital		80,262			75,233

Earnings reinvested in the business		862,007			818,180
Treasury stock, at cost		(119,531	)		(132,358	)
Accumulated other comprehensive income		36,743			47,970

TOTAL SHAREHOLDERS’ EQUITY		864,877			814,421

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,614,247		$	1,564,182

See accompanying notes to consolidated condensed financial statements.


*		Condensed from audited financial statements.

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months
	Ended September 30,
	2008			2007
Net cash provided by operating activities	$	66,288		$	80,660


Cash flows from investing activities:
Acquisition of property, plant and equipment		(34,384	)		(25,499	)
Proceeds from sale of assets		1,946			2,114
Other investing activities		1,293			(176	)


Net cash used in investing activities		(31,145	)		(23,561	)


Cash flows from financing activities:
Proceeds from additional borrowings		40,330			38,977
Debt payments		(65,420	)		(83,110	)
Dividends paid		(26,412	)		(23,484	)
Proceeds from options exercised		15,959			12,024


Net cash used in financing activities		(35,543	)		(55,593	)


Effect of exchange rate changes on cash and cash equivalents		(23	)		478


Net (decrease) increase in cash and cash equivalents		(423	)		1,984
Cash and cash equivalents at beginning of period		10,522			5,035


Cash and cash equivalents at end of period	$	10,099		$	7,019

See accompanying notes to consolidated condensed financial statements.

SENSIENT TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.		Accounting Policies

		In the opinion of Sensient Technologies Corporation (the “Company”), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly the financial position of the Company as of September 30, 2008 and December 31, 2007, the results of operations for the three and nine months ended September 30, 2008 and 2007, and cash flows for the nine months ended September 30, 2008 and 2007. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

		The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

		Expenses are charged to operations in the year incurred. However, for interim reporting purposes, certain expenses are charged to operations based on a proportionate share of estimated annual amounts rather than as they are actually incurred.

		Refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2007, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change except for the item discussed in Note 3.

2.		Share-Based Compensation

		The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment , on January 1, 2006, using the modified prospective transition method. The Company recognized $0.6 million and $0.5 million of share-based compensation expense for the quarters ended September 30, 2008 and 2007, respectively. For the nine months ended September 30, 2008 and 2007, the Company recognized $1.4 million and $2.3 million of share-based compensation expense, respectively.

		The Company estimated the fair value of stock options using the Black-Scholes option pricing model. Grants during the nine months ended September 30, 2008 and 2007 had weighted-average fair values of $6.77 and $5.81 per share, respectively. Significant assumptions used in estimating the fair value of the awards granted during the nine months ended September 30 are as follows:


	2008			2007
Dividend yield		2.3	%		2.7	%
Volatility		26.3	%		26.0	%
Risk-free interest rate		3.1	%		4.8	%
Expected term (years)		5.3			5.0

3.		Fair Value Measurements

		On January 1, 2008 the Company adopted FASB Statement No. 157, Fair Value Measurements. This Statement defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. As of September 30, 2008, the Company’s only assets and liabilities subject to this statement are forward contracts (all currently accounted for as cash flow hedges) and mutual fund investments. Both of these financial instruments were previously being recorded by the Company at fair value that meets the requirements as defined by FASB Statement No. 157. Accordingly, there is no impact on the Company’s net earnings and financial position as a result of adopting this standard. The fair value of the forward contracts based on current pricing obtained for comparable derivative products (Level 2 inputs per Statement No. 157) at September 30, 2008 was an asset of $0.3 million. The fair value of the investments based on September 30, 2008 market quotes (Level 1 inputs per Statement No. 157) was an asset of $16.3 million.

		The Company reviewed Financial Accounting Standards Board (“FASB”) Statement No. 159, The Fair Value Option for Financial Assets and Liabilities , which permits companies to choose to measure many financial instruments and certain other items at fair value. The Company chose not to elect the fair value option for any

		assets and liabilities not currently valued at fair value and determined that this statement does not have an impact on its financial statements and disclosures.

4.		Segment Information

		Operating results by segment for the periods and at the dates presented are as follows:


	Flavors &				Corporate
(In thousands)	Fragrances		Color		& Other			Consolidated
Three months ended September 30, 2008:
Revenue from external customers	$	200,493	$	99,424	$	18,684		$	318,601
Intersegment revenue		5,975		3,235		630			9,840

Total revenue	$	206,468	$	102,659	$	19,314		$	328,441


Operating income (loss)	$	31,565	$	17,738	$	(8,448	)	$	40,855
Interest expense		—		—		7,977			7,977

Earnings (loss) before income taxes	$	31,565	$	17,738	$	(16,425	)	$	32,878


Three months ended September 30, 2007:
Revenue from external customers	$	189,008	$	88,576	$	16,727		$	294,311
Intersegment revenue		3,979		2,509		425			6,913

Total revenue	$	192,987	$	91,085	$	17,152		$	301,224


Operating income (loss)	$	29,232	$	15,752	$	(6,855	)	$	38,129
Interest expense		—		—		8,640			8,640

Earnings (loss) before income taxes	$	29,232	$	15,752	$	(15,495	)	$	29,489


	Flavors &				Corporate
(In thousands)	Fragrances		Color		& Other			Consolidated
Nine months ended September 30, 2008:
Revenue from external customers	$	601,076	$	301,720	$	56,019		$	958,815
Intersegment revenue		15,017		11,051		2,149			28,217

Total revenue	$	616,093	$	312,771	$	58,168		$	987,032


Operating income (loss)	$	94,304	$	55,531	$	(24,494	)	$	125,341
Interest expense		—		—		25,035			25,035

Earnings (loss) before income taxes	$	94,304	$	55,531	$	(49,529	)	$	100,306


Nine months ended September 30, 2007:
Revenue from external customers	$	560,261	$	274,705	$	48,923		$	883,889
Intersegment revenue		12,083		8,390		1,774			22,247

Total revenue	$	572,344	$	283,095	$	50,697		$	906,136


Operating income (loss)	$	85,010	$	50,022	$	(22,700	)	$	112,332
Interest expense		—		—		27,362			27,362

Earnings (loss) before income taxes	$	85,010	$	50,022	$	(50,062	)	$	84,970

		Beginning in the first quarter of 2008, the Company’s operations in China, previously reported in the Flavors & Fragrances Group, are reported in the Corporate and Other segment. Results for 2007 have been restated to reflect this change.

5.		Inventories

		At September 30, 2008 and December 31, 2007, inventories included finished and in-process products totaling $294.6 million and $266.3 million, respectively, and raw materials and supplies of $104.8 million and $95.2 million, respectively.

6.		Retirement Plans

		The Company’s components of annual benefit cost for the defined benefit plans for the periods presented are as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2008			2007			2008			2007
Service cost	$	335		$	261		$	1,004		$	784
Interest cost		738			601			2,236			1,797
Expected return on plan assets		(283	)		(161	)		(861	)		(480	)
Amortization of prior service cost		488			484			1,463			1,452
Amortization of actuarial loss		55			49			171			146


Defined benefit expense	$	1,333		$	1,234		$	4,013		$	3,699

		During the three and nine months ended September 30, 2008, the Company made contributions to its defined benefit pension plans of $2.7 million and $4.7 million. Total contributions to Company defined benefit pension plans are expected to be $5.9 million in 2008.

7.		Comprehensive Income

		Comprehensive income is comprised of the following:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In thousands)	2008			2007		2008			2007
Net earnings	$	24,102		$	20,783	$	70,239		$	59,362
Currency translation adjustments		(41,967	)		20,679		(11,822	)		35,743
Net unrealized (loss) gain on cash flow hedges		(588	)		312		595			393


Net comprehensive (loss) income	$	(18,453	)	$	41,774	$	59,012		$	95,498

8.		Cash Flows from Operating Activities

		Cash flows from operating activities are detailed below:


	Nine Months Ended
	September 30,
(In thousands)	2008			2007
Cash flows from operating activities:
Net earnings	$	70,239		$	59,362
Adjustments to arrive at net cash provided by operating activities:
Depreciation and amortization		33,828			33,154
Stock-based compensation		1,353			2,344
Loss (gain) on assets		969			(469	)
Deferred income taxes		1,557			8,545
Changes in operating assets and liabilities		(41,658	)		(22,276	)


Net cash provided by operating activities	$	66,288		$	80,660

9.		Debt

		On October 7, 2008, the Company entered into an $85 million senior unsecured term loan credit agreement (“Term Loan”) with a group of four banks. Subsequently, on October 31, 2008, an additional bank joined the Term Loan agreement, bringing the overall Term Loan to $105 million with five banks. The Term Loan allows the Company to make one or more borrowings on or before April 1, 2009. The Term Loan matures on June 15, 2012. The interest rate on the Term Loan is based on floating rates at the Company’s election of either (1) the higher of (a) the prime rate or (b) the federal funds rate plus 0.5% or (2) a Eurodollar base rate derived from LIBOR plus a margin (initially 225 basis points but subject to adjustment as the Company’s leverage ratio changes). The Company may prepay the Term Loan in whole or in part prior to the maturity date without any penalty. The Term Loan contains a number of requirements and financial covenants similar to those in the Company’s current loan agreements. The Term Loan will be used to retire the Company’s public debt when it matures in April 2009. Accordingly, that maturing debt has been classified as long-term debt on the Consolidated Condensed Balance Sheet.

10.		Commitments and Contingencies

		Environmental Matters

The Company is involved in various significant environmental matters, which are described below. The Company is also involved in other site closure and related environmental remediation and compliance activities at a manufacturing site related to a 2001 acquisition by the Company for which reserves for environmental matters were established as of the date of purchase. Actions that are legally required are substantially complete.

Superfund Claim

In July 2004, the Environmental Protection Agency (“EPA”) notified the Company’s subsidiary Sensient Colors Inc. (“Sensient Colors”) that it may be a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) for activities at the General Color Company Superfund Site in Camden, New Jersey (the “Site”). The EPA requested reimbursement of $10.9 million in clean-up costs, plus interest. Sensient Colors advised the EPA that the Site had been expressly excluded from the Company’s 1988 stock purchase of H. Kohnstamm & Company, Inc. (now Sensient Colors). The selling shareholders had retained ownership of and liability for the Site, and some became owners of General Color Company, which continued to operate there until the mid-1990s. In a letter to the EPA in January 2005, the Company outlined legal challenges to the recoverability of certain costs and urged the EPA to pursue General Color Company and related parties. The EPA informed Sensient Colors that it was unwilling to discuss these legal challenges without prior conditions. In 2006, a private developer, Westfield Acres Urban Renewal Association II, LP, pursuant to an agreement with the EPA, began redevelopment efforts at the Site (construction of affordable housing) by demolishing buildings thereon. Thereafter, the EPA removed allegedly contaminated soil from the locations where the buildings once stood.

In March 2007, the United States filed a complaint in the U.S. District Court in New Jersey against Sensient Colors claiming “over $16 million” in response costs allegedly incurred and to be incurred by the EPA pursuant to CERCLA. Sensient Colors moved to dismiss the United States’ complaint, which motion was denied by the Court in October 2007. Sensient Colors timely filed its answer and affirmative defenses to the United States’ complaint, as well as a third-party complaint against current and former owners and/or operators of the Site. The United States moved to strike Sensient Colors’ affirmative defenses. In an August 12, 2008 Opinion and Order, following briefs and oral argument, the Court partly granted and partly denied the United States’ motion, effectively preserving most of Sensient Colors’ affirmative defenses, either as originally pled or with changes outlined by the Court. Sensient Colors promptly filed an amended pleading incorporating the revised affirmative defenses. On July 29, 2008, Sensient Colors filed a third-party complaint adding Kohnstamm Inc. (a Canadian affiliate of General Color Company) and its president Avtar Singh as defendants.

In late August 2008, in the course of reviewing documents produced by the EPA, Sensient Colors discovered an e-mail exchange between EPA officials that Sensient Colors believes supports many of the legal theories and affirmative defenses advanced by Sensient Colors in the litigation and undermines key United States cost recovery claims. By letter dated August 26, 2008, based on the above document and other evidence adduced in the case, Sensient Colors demanded that the United States dismiss its case with prejudice and reimburse Sensient Colors for attorneys’ fees and costs incurred. In response to the August 26, 2008 letter, the United States withdrew, without prejudice, its then-pending motion to limit the scope of review to EPA’s administrative record and told the Court that it would respond to Sensient’s letter by September 10, 2008. The United States then sought additional time for its review of Sensient Colors’ demand. In an October 3, 2008 Letter Order, the Court directed the United States to provide Sensient with notice of its decision with respect to the demand for dismissal by October 31, 2008. In a letter to Sensient Colors dated October 31, 2008, the United States declined to voluntarily dismiss the case but agreed, with certain conditions, not to oppose depositions of current and former EPA employees on the issues raised in Sensient Colors’ letter of August 26, 2008. The United States reserved its rights to seek limitations on discovery and to seek to limit review of EPA’s choice of response action to the administrative record.

Using the evidence that supports its demand for dismissal, Sensient Colors moved for leave to amend its responsive pleading to include a new affirmative defense, a counterclaim against the United States and the EPA, and third-party claims against certain EPA employees or agents. All outstanding motions are scheduled to be resolved at a November 18, 2008 status conference. Deposition discovery is currently stayed; however, pursuant to the Court’s October 3, 2008 Letter Order, deposition notices may be served on or after November 3, 2008, and the depositions themselves may be scheduled on or after December 8, 2008.

Sensient Colors intends to vigorously defend its interests in the litigation. It is evaluating, among other things, the pursuit of additional PRPs and additional challenges to the EPA’s right to recover its claimed response costs. A portion of Sensient Colors’ legal defense costs is being paid by insurers with a reservation of coverage rights. Litigation to resolve coverage issues is pending.

Pleasant Gardens Realty Corp. v. H. Kohnstamm & Co., et al.

The owner of Pleasant Gardens (“Property”), an apartment complex adjacent to the General Color Superfund Site, filed a complaint in New Jersey state court in November 2003 against H. Kohnstamm & Co. (now Sensient Colors), the Company, General Color Company, and unknown defendants. Plaintiff seeks to hold defendants liable, in an unspecified amount, for damages related to the alleged contamination of the Property. Plaintiff voluntarily dismissed the Company without prejudice. Sensient Colors filed an answer denying liability and asserting affirmative defenses. Limited discovery has occurred. In November 2006, the Camden Redevelopment Agency (“Agency”) filed condemnation litigation against plaintiff (and other purported interested parties) to take the Property. Sensient Colors is not a party to the condemnation litigation. In advance of its filing, the Agency notified plaintiff that its appraiser had assessed the fair market value of the Property at $7.7 million and that its environmental consultant had estimated the costs for environmental cleanup, purportedly to meet requirements of the New Jersey Department of Environmental Protection (“DEP”), at $7.5 million. Sensient Colors and plaintiff have pursued a reduction in the scope and cost of the Agency’s proposed environmental cleanup in meetings with the DEP, the Agency and another party involved in the condemnation, the New Jersey Schools Construction Corporation (“NJSCC”). To the extent that there is a reduction in the condemnation value of the Property due to the Agency’s remediation of contamination for which Sensient Colors is allegedly responsible, such reduction may become a part of the damages claimed by plaintiff. In March 2007, plaintiff filed an amended complaint naming the Agency, the NJSCC and the DEP as additional defendants in furtherance of this effort. In April 2007, Sensient Colors filed its answer to the amended complaint, including cross claims against these newly added parties. The Agency, the DEP and the New Jersey Schools Development Authority (“NJSDA”) (which replaced the NJSCC as a state agency effective August 7, 2007) each filed answers, cross-claims and counter-claims; Sensient Colors has responded to all three cross-claims. Fact discovery was completed in mid-July, and expert and rebuttal expert reports have been exchanged. Depositions of experts are on-going.

Sensient Colors has advised the Court and the other parties in this litigation of the developments in the Superfund Claim as described above. Sensient Colors recently served subpoenas and deposition notices upon several current and former EPA officials, and will re-depose the DEP witnesses regarding such issues. EPA, though not a party to the Pleasant Gardens action, has filed a motion to quash the subpoenas of the current and former EPA officials. Sensient Colors will oppose this motion, which has a return date of November 21, 2008. Under the current case management order, fact and expert discovery is to be completed by December 19, 2008, with trial to begin on March 16, 2009.

As of September 30, 2008, the liabilities related to environmental matters are estimated to be between $1.5 million and $25.7 million. As of September 30, 2008, the Company has accrued $1.8 million, which is all related to the environmental reserves established in connection with a 2001 acquisition. This accrual represents management’s best estimate of these liabilities; however, the actual liabilities may be above the levels reserved or estimated, in which case the Company would need to take charges or establish reserves in later periods. Also, the Company has not been able to make a reasonable estimate of the liabilities, if any, related to some of the environmental matters discussed above. The Company has not recorded any potential insurance recoveries related to these liabilities, as receipts are not yet assured. There can be no assurance that additional environmental matters will not arise in the future.

Commercial Litigation

The following is a significant commercial case involving the Company.

Smead et al. v. Sensient Flavors Inc. et al.

On April 14, 2008, the Company’s subsidiary Sensient Flavors Inc., now known as Sensient Flavors LLC (“Sensient Flavors”), certain other flavor manufacturers, a flavor industry trade association and its management company were sued in Milwaukee County Circuit Court in Milwaukee, Wisconsin, by a former employee of International Flavors & Fragrances, Inc. (“IFF”), Richard Smead, and his spouse, Kathy Smead. Mr. Smead claims that while working in various positions at IFF he was exposed to “butter flavors and/or their constituents” allegedly sold by Sensient Flavors and the other manufacturer defendants, which caused him to suffer “severe and permanent” injury to his respiratory system and other damages. Mrs. Smead’s claim is for loss of consortium. The allegations of this complaint are virtually identical to those contained in other complaints that have been filed against Sensient Flavors in other jurisdictions over the presence of diacetyl in butter flavoring for use in microwave popcorn production.

The Company believes that plaintiffs’ claims are without merit and will vigorously defend this case. The Company has responded to the Complaint, denying all liability and joining numerous motions to dismiss that have been filed by some of the other flavor manufacturers. Briefing on those motions is complete and the parties are awaiting a decision from the Court. A preliminary analysis of Sensient Flavors’ sales records suggests that it never sold any butter flavoring to IFF. This case is in the very early stages and no trial date has been set.

The Company is involved in various other claims and litigation arising in the normal course of business. In the judgment of management, which relies in part on information from Company counsel, the ultimate resolution of these actions will not materially affect the consolidated financial statements of the Company except as described above.


ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Revenue for the third quarter of 2008 was $318.6 million, an increase of 8.3% from $294.3 million recorded in the prior year third quarter. For the nine months ended September 30, 2008, revenue was $958.8 million, an increase of 8.5% from the comparable period in 2007. Revenue for the Flavors & Fragrances segment increased by 7.0% and 7.6% for the quarter and nine months ended September 30, 2008, respectively, over the comparable periods last year. Revenue for the Color segment increased by 12.7% and 10.5% for the quarter and nine months ended September 30, 2008, respectively, over the comparable periods last year. Corporate and Other revenue increased by 12.6% and 14.7% for the quarter and nine months ended September 30, 2008, respectively, over the comparable periods last year. Additional information on group results can be found in the Segment Information section.

For the three months ended September 30, 2008 and 2007, the gross profit margin was 30.1% and 30.2%, respectively. For the nine months ended September 30, 2008 and 2007, the gross profit margin was 30.6% and 30.5%, respectively. In both the quarter and nine months, increased selling prices offset the impact of higher energy and raw material costs.

Selling and administrative expenses as a percent of revenue were 17.3% in both the quarters ended September 30, 2008 and 2007. For the nine months ended September 30, 2008, selling and administrative expenses as a percent of revenue improved 30 basis points to 17.5% as revenue increased at a rate greater than the increase in selling and administrative expenses.

Operating income for the quarter ended September 30, 2008, was $40.9 million, an increase of 7.1% from $38.1 million for the third quarter of 2007. Operating income for the nine months ended September 30, 2008, was $125.3 million compared to $112.3 million for the comparable period in 2007. The change in operating income for each period was due to the revenue, margin and expense changes discussed above.

Favorable foreign exchange rates increased revenue and operating profit by 2.4% and 1.6%, respectively, for the three months ended September 30, 2008, over the same quarter of 2007. For the nine months ended September 30, 2008, foreign exchange rates increased revenue by 4.7% and operating income by 5.4% over the comparable period last year.

Interest expense for the quarter ended September 30, 2008, was $8.0 million, a decrease of 7.7% from the prior year’s quarter. Interest expense for the nine months ended September 30, 2008, was $25.0 million compared to $27.4 million in the prior year period. The decreases in the quarter and year-to-date period were the result of lower interest rates combined with lower average debt balances.

The effective income tax rates were 26.7% and 29.5% for the quarters ended September 30, 2008 and 2007, respectively. The effective income tax rates were 30.0% and 30.1% for the nine months ended September 30, 2008 and 2007, respectively. The effective tax rates for the three and nine month periods in both years were reduced by changes in estimates associated with the finalization of prior year income tax returns and the resolution of prior years’ tax matters. These reductions were partially offset by a tax rate change for a foreign operation for the three and nine months ended September 30, 2007. Management expects the effective tax rate for the remainder of 2008 to be 32.5%, excluding the income tax expense or benefit related to discrete items, which will be reported in the quarter in which they occur.

SEGMENT INFORMATION

Beginning in the first quarter of 2008, the Company’s operations in China, previously reported in the Flavors & Fragrances Group, are reported in the Corporate and Other segment. Results for 2007 have been restated to reflect this change.

Flavors & Fragrances –

Revenue for the Flavors & Fragrances segment in the third quarter of 2008 increased $13.5 million, or 7.0%, to $206.5 million from $193.0 million for the same period last year. The increase in revenue was primarily due to higher revenue in North America ($7.9 million) and improved pricing on sales of fragrances ($1.1 million).

Favorable foreign currency translation also increased revenue ($4.3 million). The increase in North America was primarily related to higher prices and increased volumes.

For the quarter ended September 30, 2008, operating income increased $2.3 million, or 8.0%, to $31.6 million from $29.2 million last year. The increase was primarily attributable to higher profit in North America as a result of the higher revenue. Operating income as a percent of revenue was 15.3%, an increase of 20 basis points from the comparable quarter last year, primarily due to the reasons provided above.

For the nine months ended September 30, 2008, revenue for the Flavors & Fragrances segment was $616.1 million, an increase of $43.7 million, or 7.6%, from $572.3 million reported in the same period last year. The increase in revenue was primarily due to higher volumes and prices in North America ($16.9 million) and Europe ($2.2 million). Favorable foreign currency translation also increased revenue ($25.7 million). These increases were partially offset by lower volume in Latin America ($1.5 million).

Operating income for the nine months ended September 30, 2008, increased $9.3 million, or 10.9%, to $94.3 million from $85.0 million last year. The increase in operating income was primarily due to improvements in North America ($7.0 million) and Europe ($1.1 million). Favorable foreign currency translation also increased operating profit ($2.2 million). These improvements were partially offset by the impact of lower volumes in Latin America ($1.5 million). The increases in North America and Europe were primarily due to improved pricing and higher volumes in dehydrated flavors and other flavors partially offset by higher energy and raw material costs. Operating income as a percent of revenue was 15.3%, an increase of 40 basis points from the comparable period last year, primarily due to the reasons provided above.

Color –

Revenue for the Color segment for the third quarter of 2008 was $102.7 million, an increase of $11.6 million, or 12.7%, from $91.1 million reported in the prior year’s comparable period. The increase in revenue was primarily due to both higher volumes and prices of food and beverage colors ($3.6 million), cosmetic colors ($2.4 million), technical colors ($1.9 million) and pharmaceutical colors ($0.8 million). Favorable foreign currency translation also increased revenue ($2.9 million).

Operating income for the quarter ended September 30, 2008, was $17.7 million, an increase of $2.0 million, or 12.6%, from $15.8 million reported in the comparable period last year. The increase was primarily due to higher profit in technical colors ($1.5 million) partially offset by lower profit from sales of food and beverage colors due to unfavorable product mix ($0.5 million). Favorable foreign currency translation also increased operating profit ($0.6 million). The higher profit in technical colors was due to the impact of increased sales combined with lower costs and the favorable product mix. Operating income as a percent of revenue of 17.3% was equal to last year’s third quarter.

For the nine months ended September 30, 2008, revenue for the Color segment increased $29.7 million, or 10.5%, to $312.8 million compared to $283.1 million in 2007. The increase in revenue was primarily due to increased sales of food and beverage colors ($5.8 million), cosmetic colors ($5.2 million), pharmaceutical colors ($1.9 million) and technical colors ($2.1 million). Favorable foreign currency translation also increased revenue ($14.7 million). The revenue increases described above were due to both higher prices and volume increases.

Operating income for the nine months ended September 30, 2008, increased $5.5 million, or 11.0%, to $55.5 million from $50.0 million in the comparable period last year. The increase was primarily due to the impact of increased prices, higher volumes and favorable product mix in technical colors ($3.0 million), and increased prices and higher volumes of pharmaceutical colors ($0.6 million). Favorable foreign currency translation also increased operating profit ($3.5 million). These items were partially reduced by the lower profit in food in beverage colors ($1.4 million) primarily due to unfavorable product mix. Operating income as a percent of revenue was 17.8%, an increase of 10 basis points from the comparable period last year, primarily due to the reasons provided above.

LIQUIDITY AND FINANCIAL CONDITION

The Company’s ratio of debt to total capital improved to 35.9% as of September 30, 2008, from 38.4% as of December 31, 2007. The improvement resulted from an increase in equity, primarily from current year earnings, and a decrease in total debt funded by cash provided by operating activities. The Company’s debt to EBITDA ratio has improved to 2.3 as of September 30, 2008 from 2.6 as of December 31, 2007.

Net cash provided by operating activities was $66.3 million for the nine months ended September 30, 2008, compared to $80.7 million for the comparable period last year. The decrease in cash provided by operating activities was primarily due to a larger increase in net working capital this year compared to 2007 partially offset by higher earnings. The increase in working capital was primarily due to strategic purchases of key raw materials and higher accounts receivable as a result of strong sales.

Net cash used in investing activities was $31.1 million and $23.6 million for the nine months ended September 30, 2008 and 2007, respectively. Capital expenditures were $34.4 million and $25.5 million for the nine months ended September 30, 2008 and 2007, respectively.

Net cash used in financing activities was $35.5 million and $55.6 million for the nine months ended September 30, 2008 and 2007, respectively. Net repayments of debt were $25.1 million and $44.1 million for the first nine months of 2008 and 2007, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $26.4 million and $23.5 million were paid during the nine months ended September 30, 2008 and 2007, respectively, reflecting the Company’s increase in the dividend to $0.55 per share in the first nine months of 2008 compared to $0.50 in the same period of 2007. The Company increased its quarterly dividend to $0.19 per share effective for the quarterly dividend paid on September 2, 2008, from the previous rate of $0.18 per share which had been in effect since the third quarter of 2007. For the first nine months of 2008 and 2007, the net cash provided by operating activities was sufficient to fund capital expenditures, pay dividends and reduce borrowings.

The Company’s financial position remains strong. Its expected cash flows from operations and existing lines of credit can be used to meet future cash requirements for operations, capital expenditures and dividend payments to shareholders.

In October 2008, the Company completed a new $105 million term loan agreement with five banks. The term loan allows the Company to make one or more borrowings on or before April 1, 2009. The proceeds from the term loan will be used to retire debt that matures in April 2009. The term loan matures on June 15, 2012. For additional information on the term loan, refer to Note 9 on page 7.

CONTRACTUAL OBLIGATIONS

There have been no material changes in the Company’s contractual obligations during the quarter ended September 30, 2008. For additional information about contractual obligations, refer to page 23 of the Company’s 2007 Annual Report, portions of which were filed as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

OFF-BALANCE SHEET ARRANGEMENTS

The Company had no off-balance sheet arrangements as of September 30, 2008.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2008. For additional information about critical accounting policies, refer to pages 21 and 22 of the Company’s 2007 Annual Report, portions of which were filed as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2008. For additional information about market risk, refer to pages 22 and 23 of the Company’s 2007 Annual report, portions of which were filed as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman and Chief Executive Officer and its Vice President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act of 1934. Based upon that evaluation, the Company’s Chairman and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Change in Internal Control Over Financial Reporting: There has been no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the Company’s most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after September 30, 2008, and statements including the terms “expect,” “believe,” “anticipate” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts; changes in costs of raw materials, including energy; industry and economic factors related to the Company’s domestic and international business; competition from other suppliers of color and flavors and fragrances; growth or contraction in markets for products in which the Company competes; terminations and other changes in customer relationships; industry and customer acceptance of price increases; currency exchange rate fluctuations; results of litigation, environmental investigations or other proceedings; complications as a result of existing or future information technology system applications and hardware; the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007; and the matters discussed above under Item 2 including the critical accounting policies described therein. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Superfund Claim

Pleasant Gardens Realty Corp. v. H. Kohnstamm & Co., et al.

Smead et al. v. Sensient Flavors Inc. et al.

ITEM 6. EXHIBITS

See Exhibit Index following this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	SENSIENT TECHNOLOGIES CORPORATION
Date: November 7, 2008	By:	/s/ John L. Hammond
		John L. Hammond, Vice President,
		Secretary & General Counsel


Date: November 7, 2008	By:	/s/ Richard F. Hobbs
		Richard F. Hobbs, Vice President
		& Chief Financial Officer

SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2008


Exhibit	Description	Incorporated by Reference From	Filed Herewith
10.1*	Form of Amended and Restated Change of Control Employment and Severance Agreement for Executive Officers (“Executive Change in Control Agreement”)		X

10.2*	Amended and Restated Executive Employment Contract dated as of October 27, 2008 between the Company and Kenneth P. Manning		X

10.3*	Directors Deferred Compensation Plan, as amended and restated effective as of January 1, 2005		X

10.4(a) *	Executive Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion)		X

10.4(b) *	Executive Income Deferral Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)		X

10.5(a) *	Management Income Deferral Plan, as amended and restated effective as of December 31, 2004 (frozen portion)		X

10.5(b) *	Management Income Deferral Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)		X

10.6(a) *	Supplemental Benefit Plan, as amended and restated effective as of December 31, 2004 (frozen portion)		X

10.6(b) *	Supplemental Benefit Plan, as amended and restated effective as of January 1, 2005 (non-frozen portion)		X

10.7*	Management Incentive Plan for Corporate Management		X

10.8*	Management Incentive Plan for Group/Division Management		X

10.9*	Management Incentive Plan for Group Presidents		X

10.10*	Incentive Compensation Plan for Elected Corporate Officers		X


Exhibit	Description	Incorporated by Reference From	Filed Herewith
10.11	Amendment No. 1 to the Sensient Technologies Corporation 2002 Stock Option Plan		X

10.12	Amendment No. 1. to the Sensient Technologies Corporation 2007 Restricted Stock Plan		X

31	Certifications of the Company’s Chairman & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act		X

32	Certifications of the Company’s Chairman & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350		X


*		These copies of the plans and agreements being filed reflect changes which, taken together, are not considered material. The amendments to the plans, agreements and trust were adopted by resolution of the Sensient Board of Directors; therefore, rather than filing of an amendment document, the Company is filing copies of the documents as amended.

Exhibit 10.1

AMENDED AND RESTATED CHANGE OF CONTROL
EMPLOYMENT AND SEVERANCE AGREEMENT

AGREEMENT by and between Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and (the “Executive”), amended and restated as of the day of , 2008.

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions .

(a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section l(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “ Effective Date ” shall mean the date immediately prior to the date of such termination of employment.

(b) The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

2. Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean:

(a) 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 (the “Exchange Act”)) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) 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 (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or

(b) 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

(c) 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, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Out standing 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 owner ship, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% 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 (iii) 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 of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to Section 503(b)(1)(A) of Title II of the U.S. Bankruptcy Code.

(e) Notwithstanding the foregoing, a Change of Control as defined in this Section 2 shall not be treated as a Change of Control for purposes of this Agreement unless it constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or results in a termination or liquidation of a plan within the meaning of Treasury Regulation Section 1.409A-3(j)(4)(ix)(A) or (B) (as applicable).

3. Employment Period . The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the “Employment Period”).

4. Terms of Employment .

(a) Position and Duties .

(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office location less than 35 miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment

Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b) Compensation .

(i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed and increased a minimum of 3% no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement and shall be commensurate with increases given to peer executives. Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(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 greater of the highest bonus, if any, paid to the Executive under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers, or any comparable bonus under any predecessor or successor plan, on: any one of the last five annual bonus payment dates immediately preceding the Effective Date; or any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding the Effective Date (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than March 15 ^th of the fiscal year following the fiscal year for which the Annual Bonus is earned.

(iii) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all qualified and nonqualified incentive (cash and stock related), savings and retirement plans, and/or comparable practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(iv) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(v) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices,

programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(ix) Change of Control .

In the event of a Change of Control, for purposes of calculating the Executive’s benefit under the Company’s Supplemental Executive Retirement Plan A (effective January 1, 2005) and the Company’s Supplemental Executive Retirement Plan B (effective as of January 1, 2005), each as amended from time to time (collectively, the “SERP”), if the Executive is a SERP participant, the Executive will be deemed to have received three additional years of base salary in amounts equal to the Executive’s Annual Base Salary as of the Effective Date as increased for purposes of this subparagraph in each of such three years by the percentage increase (if positive) in the Executive’s Annual Base Salary from the year prior to the year which the Effective Date occurs to the year in which the Effective Date occurs. Notwithstanding anything in the SERP or in the Company’s Executive Income Deferral Plan, as amended from time to time (the “EIDP”) to the contrary, in the event of a Change of Control, for purposes of determining the “annual bonus” amount for Final Compensation under the SERP, the measurement period shall be the greater of any one of the last five annual bonus

payment dates immediately preceding the Effective Date or any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding the Effective Date as set forth in Section 4(b)(ii) of this Agreement and the lump sum distribution payments under the SERP and the EIDP shall be made as soon as administratively feasible, but no later than 5 business days after the Effective Date, subject to the 6-Month Delay Period (as defined under Section 12 below) only if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder.

If upon a Change of Control, the Executive vests in any of the Executive’s restricted stock grants under any of the Company’s equity plans or arrangements and becomes subject to income and/or employment taxes as a result of such vesting (the “Vesting Taxes”) and the executive’s restricted stock agreement provides for a tax gross-up payment, the Company shall pay to the Executive additional payments (a “Restricted Stock Reimbursement”) in amounts such that after payment by the Executive of all income, employment, state, local or foreign taxes imposed on such Restricted Stock Reimbursement, the Executive Retains an amount of the Restricted Stock Reimbursement equal to the Vesting Taxes. The Restricted Stock Reimbursement will be paid as soon as administratively feasible, but no later than 5 business days after the Effective Date, subject to the 6-Month Delay Period (as defined under Section 12 below) only if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder.

5. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the Disability determination date (the “Disability Effective Date”), provided that , within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” means that (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) the Executive is, by

reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Executive. The determination of Disability shall be made by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason), after a written demand for performance is delivered to the Executive by the Chief Executive Officer of the Company which specifically identifies the manner in which the Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. Any termination of the Executive’s employment by the Company during the Employment Period (other than a termination under Section 5(a)) shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section 5(b).

(c) Good Reason . The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company’s requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason where the Date of Termination (as defined below) is during the 30-day period immediately following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement. The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect the Executive’s ability to terminate employment for Good Reason. Anything in this Agreement to the contrary notwithstanding, if the Executive terminates employment for Good Reason after the second anniversary of the Effective Date of the Change of Control, the definition of Good Reason shall be deemed modified so as to qualify as an “involuntary separation from service” within the meaning of Treasury Regulation Section 1.409A-1(n).

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Date of Termination . “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6. Obligations of the Company upon Termination .

(a) Good Reason, Other Than for Cause, Death or Disability . If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

(i) the Company shall pay to the Executive in a lump sum in cash on or within 5 business days (after the expiration of the 6-Month Delay Period (as defined under Section 12 below) if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder) following the Date of Termination the aggregate of the following amounts:

the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which

the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the: “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year of the Company through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and

	B.		the amount equal to the product of (1) three and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and

	C.		the amount equal to the product of (x) three and (y) the highest aggregate annual amount contributed by the Company (as a Company contribution, and not a salary reduction) on behalf of the Executive, during the last three full fiscal years prior to the Effective Date, to the Company’s Transition Retirement Plan, Savings Plan, Retirement Employee Stock Ownership Plan, and Supplemental Benefits Plan, or any successor or replacement defined contribution plans.

(ii) for three years after the Executive’s Date of Termination, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families; provided that if any of the welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 12 of this Agreement are not subject to an exemption under Section 409A of the Code, such benefits will be provided at the Executive’s cost and may be submitted for reimbursement after such period; provided , however , that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of

benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period;

(iii) for three years after the Executive’s Date of Termination, the Company shall continue fringe benefits and perquisites for the Executive and/or the Executive’s family equal to those that, as of the Executive’s Date of Termination, were in effect in accordance with the plans, programs, practices and policies described in Section 4(b)(vi) of this Agreement; provided that if any of the fringe benefits and perquisites provided during the period the Executive is considered a “specified employee” or “key employee” under Section 12 of this Agreement are not subject to an exemption under Section 409A of the Code, such benefits will be provided at the Executive’s cost and may be submitted for reimbursement after such period;

(iv) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion;

(v) the exercise period for each outstanding stock option held by the Executive (or by any transferee of the Executive) under any of the Company’s equity plans or arrangements shall continue for two years after the Executive’s Date of Termination, or for such longer period provided for with respect to such stock option, provided, that such exercise period shall not extend beyond the scheduled exercise period or term of the stock option; and

(vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided, or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and

beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c) Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

(d) Cause; Other than for Good Reason . If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

7. Nonexclusivity of Rights . Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify (provided, that the Executive hereby waives any right to participate in any severance plan, program, or policy of the Company during the Employment Period), nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits, or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination, shall be payable in accordance

with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement . The Company’s obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive for any reason. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

9. Certain Additional Payments by the Company .

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax Imposed upon the Payments.

(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP or such certified public accounting firm as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for

the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within ten days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which said claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order to effectively contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided , however , that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or Income Tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on

the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or Income Tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e) Subject to any earlier time limits set forth in Section 9, all payments and reimbursements to which the Executive is entitled under this Section 9 shall be paid to or on behalf of the Executive not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which the Executive (or the Company, on the Executive’s behalf) remits the related taxes (or, in the event of an audit or litigation with respect to such tax liability under Section 9(d), not later than the end of the taxable year of the Executive next following the taxable year of the Executive in which there is a final resolution of such audit or litigation (whether by reason of completion of the audit, entry of a final and non-appealable judgment, final settlement, or otherwise)).

10. Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data

relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

11. Successors .

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or as sets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this agreement, “Company shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12. Section 409A of the Code .

(a) This Agreement is intended to comply with Section 409A of the Code and shall be interpreted, operated and administered in a manner that conforms to the requirements of Section 409A of the Code and the regulations thereunder.

(b) If, at the time of Executive’s “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) other than by reason of death, Executive is deemed to be a “specified employee” of a public company within the meaning of Treasury Regulation Section 1.409A-1(i), any amount constituting deferred compensation under Code Section 409A to which Executive otherwise would have been entitled to under any provision of this Agreement shall not be paid until the date that is 6 months following Executive’s separation from service (or, if earlier, the date of Executive’s death) (the “6-Month Delay Period”), if and to the extent such delay is required under Section 409A of the Code and the regulations thereunder.

(i) If Executive is considered to be a “specified employee” as set forth above and payments and benefits are subject to the 6-Month Delay Period, the Company shall make an irrevocable contribution to Rabbi Trust A within 5 business days following the Date of Termination in an amount that is sufficient to pay Executive the payments and benefits to which Executive is entitled under this Agreement, plus , interest (calculated at the prime rate as published in the Wall Street Journal on the Date of Termination plus 1%) for the period beginning on the earlier of Executive’s Date of Termination or “separation from service” as set forth above, and ending on the later of: (A) the last day of the 6-Month Delay Period; or (B) the payment date under subsection 12(c) below.

(ii) The amounts described in Section 12(b)(i) shall be paid to the Executive on the first business day after the end of the 6-Month Delay Period.

(c) In the event that any payment under this Agreement is delayed due to a disputed payment or refusal to pay under Treasury Regulation Section 1.409A-3(g), such payment shall be deemed to be paid as of the date that is specified as the payment date under the relevant provision of this Agreement. If under this Agreement, an amount is to be paid in installments, each installment shall be treated as a separate payment for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii).

(d) The Company shall indemnify the Executive, as provided in this subsection (d), if the Executive incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code (each an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Executive), (2) the Company’s failure to administer this Agreement or any benefit plan or program in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

Indemnified Section 409A Violation), and (2) any interest or penalty that is assessed with respect to the Executive’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Executive pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

(ii) In addition, in the event of an Indemnified Section 409A Violation, the Company shall make a payment (the “Section 409A Gross-Up Payment”) to the Executive such that the net amount the Executive retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment, shall be equal to the Section 409A Tax. The procedures set forth in Section 9 with respect to the Gross-Up Payment shall also apply to the payment of the Section 409A Tax and the Section 409A Gross-Up Payment (including, without limitation, the Company’s right to contest the Section 409A Tax); provided, that, in addition to such procedures, the Executive shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to the Executive hereunder.

13. Miscellaneous .

(a) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) Notices given pursuant to this Agreement shall be in writing and shall be deemed given when actually received by the Executive or actually received by the Company’s secretary. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to Attention: Secretary (or President, if the Executive is then Secretary), or if to the Executive, at the address set forth below the Executive’s signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the

Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may other wise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section l(a) hereof, prior to the Effective Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

14. Governing Law; Resolution of Disputes . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be in the judicial district encompassing the city in which the Executive resides; provided that , if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be Wisconsin. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.


		SENSIENT TECHNOLOGIES CORPORATION

		By:
				Kenneth P. Manning
				Chairman, President & Chief Executive Officer

				(Executive)

				Address:

Exhibit 10.2

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT CONTRACT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT CONTRACT (the “Amended Agreement”), made and entered into as of the 27th day of October, 2008, amends and restates the Executive Employment Contract dated as of December 1, 2005, as amended and restated as of August 17, 2007 (the “Prior Agreement”), by and between Sensient Technologies Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and Kenneth P. Manning (hereinafter referred to as “Executive”);

WITNESSETH :

WHEREAS , the Executive is presently employed by the Company as its Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”);

WHEREAS , the Board recognizes that the Executive’s contribution to the growth and success of the Company has been substantial;

WHEREAS , the Board desires to make certain changes to the Prior Agreement in accordance with available guidance under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) relating to certain payments and benefits provided under this Agreement;

WHEREAS , the Executive and the Company intend that this Amended Agreement shall supersede and replace the Prior Agreement;

WHEREAS , the Executive and the Company intend that in the event of a Change of Control (as defined in the Amended and Restated Change of Control Severance and Employment Agreement, made and entered into as of November 11, 1999, as amended, by and between the Executive and the Company (the “Change of Control Agreement”)), this Amended Agreement shall be superseded and replaced by the Change of Control Agreement; and

WHEREAS , the Executive is willing to commit himself to continue to serve the Company, on the terms and conditions herein provided;

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. Employment . The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth herein.

2. Term . The employment of the Executive by the Company as provided in Section 1 of this Agreement will commence on the date hereof and end immediately following the Company’s 2011 Annual Meeting of Shareholders to be held on April 21, 2011, unless further extended by mutual agreement or sooner terminated as hereinafter provided (the “Employment Period”).

3. Position and Duties .

(a) Until the Company’s Annual Meeting of Shareholders to be held on April 22, 2010, and unless otherwise mutually agreed, the Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as Chief Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment Period and unless otherwise mutually agreed, the Executive shall serve as the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as Chairman of the Board.

(b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all his working time and efforts during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the

responsibilities assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Amended Agreement or otherwise violate the provisions of Section 14.

4. Place of Performance . In connection with the Executive’s employment by the Company, the Executive shall be based in Milwaukee, Wisconsin (at the principal executive offices of the Company) except for required travel on the Company’s business to an extent substantially consistent with his present business travel obligations.

5. Compensation and Related Matters .

(a) Base Salary . Except as provided below, during the Employment Period, the Company shall pay to the Executive a salary at a rate of $ per annum pursuant to the Company’s normal payroll practices (the “Base Salary”). The Base Salary shall be reviewed on or before January 1 of each year following the date of this Amended Agreement, while this Amended Agreement remains in force, to ascertain whether in the judgment of the Board or such Committee to whom the Board may have delegated authority, such Base Salary should be adjusted. Any adjustment shall occur only by mutual agreement of the Company (acting with the approval of the Compensation Committee) and the Executive. If so adjusted, the term Base Salary as utilized in this Amended Agreement shall refer to the Base Salary as so adjusted. Compensation of the Executive by salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company. The Base Salary payments (including any adjusted salary payments) hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive’s Base Salary hereunder.

(b) Annual Bonus . In addition to the annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year or portion of a fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) pursuant to the terms of the Company’s Incentive Compensation Plan for Elected Corporate Officers, or any successor or replacement plan.

(c) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

(d) Other Benefits . During the Employment Period: (i) the Executive shall be entitled to participate in incentive, savings and retirement plans, practices, policies and programs of the Company to an extent no less favorable than the participation provided generally to other senior executives of the Company; and (ii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in, and shall receive benefits under, welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs) to an extent no less favorable than the participation and benefits provided to other senior executives of the Company (and/or their families).

(e) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation that is no less favorable than the paid vacation provided generally to other senior executives of the Company and to all paid holidays given by the Company to its other senior executives.

(f) Office and Support Staff . During the entire term of this Amended Agreement, the Company shall furnish the Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to the Executive’s position and adequate for the performance of his duties as set forth in Section 3.

(g) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits and perquisites, which shall be no less favorable than the fringe benefits and perquisites provided generally to other

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senior executives of the Company.

6. Offices . The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries, provided that the Executive is indemnified for serving in any such capacities on a basis no less favorable than is currently provided by the Company’s By-laws.

7. Death . If the Executive shall die during the Employment Period but prior to the delivery of a Notice of Termination (as hereinafter defined) by the Company or by the Executive for Good Reason (as hereinafter defined), the Company shall pay the Executive’s estate or legal representative, within thirty days following the Executive’s Date of Termination (as hereinafter defined), a lump sum payment equal to the sum of: (1) the accrued but unpaid portion of the Executive’s annual Base Salary through the Date of Termination (i.e., the portion of the Base Salary for the period before Executive’s death that remains unpaid), (2) the value of the Executive’s accrued, but unused, vacation days (based on the Executive’s annual Base Salary) and (3) the product of (x) the average annual bonus earned by the Executive for the three years immediately prior to the year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of full and partial months in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is twelve, in each case to the extent not theretofore paid (the “Bonus Amount”), and the Company shall have no further obligations to pay other benefits under this Amended Agreement. The amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations.”

8. Disability .

(a) If during the Employment Period, the Executive is determined by the Company to have a Disability, the Company shall pay the Executive (1) within thirty days following the Executive’s Disability determination, a lump sum payment of the Accrued Obligations and (2) commencing on the Executive’s Disability determination until April 21, 2011 or the termination of his Disability, whichever is first to occur, such amounts which an individual in his earnings category would be normally entitled to receive as full Long Term Disability (“LTD”) coverage under the Company LTD plan then in effect, but not less than 60% of his Base Salary as determined under Section 5(a) at the time of the Executive’s Disability determination. During the term of his Disability, the Executive also shall receive the employee benefits (or service credits therefor, as the case may be) he would have been entitled to receive, as provided in Section 5(d) (other than under incentive plans). The obligation to provide the foregoing disability benefits shall survive the termination of this Amended Agreement provided the Disability was incurred before termination, and the Company shall have no further obligations to pay compensation or benefits under this Amended Agreement.

(b) For purposes of this Amended Agreement, “Disability” means that (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Executive. The Company’s determination that the Executive has a Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date. The determination of Disability shall be made by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

9. Termination by the Company .

(a) Termination for Cause . The Executive’s employment may be terminated by the Board at any time for Cause which shall be defined to mean (I) conviction of the Executive of any act of fraud, theft or embezzlement or (II) the commission of any of the following acts by the Executive which is substantially injurious to the Company: dishonesty, gross misconduct, willful disclosure of trade secrets, gross dereliction of duty or other grave misconduct on the part of the Executive.

The Executive shall not be deemed to have been terminated for Cause without (i) reasonable notice to the

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Executive setting forth the reasons for the Company’s intention to terminate for Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Board and (iii) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in this Section 9(a), and specifying the particulars thereof in detail. In the event the Executive’s employment is terminated for Cause, the Executive shall be entitled to his accrued and unpaid Base Salary through the Date of Termination and shall forfeit his right to any and all compensation and benefits he would otherwise have been entitled to receive under this Amended Agreement.

(b) Termination without Cause . The Company has the right to terminate the employment of the Executive without Cause, upon at least thirty days’ prior written notice, if such termination is approved by a majority vote of the Board taken at a meeting duly called to consider such matter. In the event of termination of the Executive’s employment pursuant to this Section 9(b), the Company shall provide the Executive with the following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or benefits under this Amended Agreement:

(i) a lump sum cash payment, within thirty days following the Date of Termination, equal to the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus for the year in which the Date of Termination occurs (if no target bonus has been set for such year, the Executive’s target bonus for the prior year shall be used);

(ii) the Executive shall be credited with three additional years of service for purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the Company in which he was a participant as of the Date of Termination;

(iii) from the Date of Termination until 36 months following the end of the month in which the Date of Termination occurs, the Company shall continue benefits to the Executive (and/or the Executive’s family) at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company (and their families) (in addition, if the Executive is eligible for “COBRA” continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the coverage for the severance period); provided, however, that if any of the welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 23 of this Agreement are not subject to an exemption under Section 409A of the Code, such benefits will be provided at the Executive’s cost subject to reimbursement during any such period; and provided further, however, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and

(iv) the Executive shall be credited with three additional years of service and age for purposes of eligibility for retiree health benefits under any retiree health plan maintained by the Company.

10. Termination by the Executive .

(a) Without Good Reason . The Executive has the right to terminate his employment at any time without Good Reason upon no less than thirty days’ prior written notice delivered to the Company. If the Executive terminates his employment during the Employment Period for any reason other than Disability or Good Reason, the Company shall pay a lump sum payment to the Executive of the Accrued Obligations (other than the Bonus Amount), and the Company shall have no further obligations to pay compensation or benefits under this Amended Agreement.

(b) For Good Reason . The Executive has the right to terminate his employment for Good Reason upon thirty days’ prior written notice delivered to the Company within 120 days of the occurrence of one of the events set forth below. For purposes of this Amended Agreement, “Good Reason” shall mean, without the Executive’s written consent:

(i) any reduction in the Executive’s Base Salary;

(ii) the assignment to the Executive of any duties inconsistent with, or the reduction of powers or functions

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associated with, his positions, duties, responsibilities and status with the Company set forth in Section 3;

(iii) the Company’s mandatory transfer of the Executive to another geographic location other than a location within 35 miles of Milwaukee, Wisconsin or to a location other than the Company’s principal executive offices, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; or

(iv) any other material breach of this Amended Agreement by the Company.

An isolated, insubstantial and inadvertent action not taken in bad faith, and which is remedied by the Company within ten days after notice from the Executive, shall not be treated as Good Reason under this Amended Agreement. In the event of a termination of employment by the Executive for Good Reason during the Employment Period, the Executive shall be provided with the Termination Benefits set forth in Section 9(b) hereof.

In the event that the Executive shall in good faith give a Notice of Termination (as hereinafter defined) for Good Reason and it shall thereafter be determined that Good Reason did not exist, the employment of the Executive hereunder shall, at the Executive’s option, continue after such determination; provided, that the Executive continued his employment during the dispute concerning his alleged Good Reason pursuant to his option to do so as provided in Section 11 and provided further, that in no event shall such employment extend beyond the Employment Period. If the Executive does not choose to continue his employment hereunder after such determination, the employment of the Executive shall be deemed to have terminated at the date of giving such purported Notice of Termination by mutual consent of the Company and the Executive; provided, however, that if the Executive exercises his option to continue his employment during the period of dispute concerning his alleged Good Reason as provided in Section 11, the Executive shall be entitled to compensation and benefits during such continued employment in accordance with Section 5 of this Amended Agreement.

11. Notice of Termination; Date of Termination .

(a) Notice of Termination . Any termination of the Executive’s employment by the Company under Section 9 or by the Executive under Section 10 shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Amended Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Amended Agreement relied upon and the date of the Executive’s termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. In the event that one party notifies the other that a dispute exists concerning the termination of the Executive’s employment, the Executive’s employment under this Amended Agreement shall, at the Executive’s option, not be terminated until such dispute is finally resolved either by mutual written agreement of the parties or in accordance with Section 16, as the case may be; provided, however, that in no event shall such employment extend beyond the Employment Period.

(b) Date of Termination . The Executive’s “Date of Termination” shall mean: (i) in the event of his death, the date of death; (ii) in the event of his Disability, the Disability Effective Date; and (iii) in the event of any other termination of employment, the date specified in the Notice of Termination.

12. Non-exclusivity of Rights . Nothing in this Amended Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which the Executive may qualify, nor, subject to Section 24, shall anything in this Amended Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company. Accrued benefits and other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company on or after the Date of Termination shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Amended Agreement.

13. Interest and Costs . In the event that any payments due to the Executive hereunder shall fail to be paid when due, such unpaid amounts shall bear interest at the rate of 8% per annum and if such unpaid amounts are collected by law or through an attorney-at-law, the Executive shall also be entitled to collect reasonable attorneys’ fees and all costs of collection. Within ten (10) days after the Executive’s written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, such reasonable

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attorneys’ fees and costs of collection in advance of the final disposition or conclusion of any dispute, legal or arbitration proceeding with respect to such collection.

14. Noncompetition; Nonsolicitation and Confidential Information .

(a) During the Employment Period, Executive shall not provide any assistance to any competitor of the Company. In addition, for a period of one year after the later of the Executive’s Date of Termination or the date Executive ceases to serve as Chairman of the Board (the “Noncompetition Period”), the Executive shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for, any business which is a competitor of the Company in any capacity that involves assisting the competitor with respect to competing against the Company in any market in which, at the beginning of the Noncompetition Period, the Company either is selling or marketing any of its products or is actively planning to begin selling or marketing any of its products. Notwithstanding the foregoing, this Section 14(a) shall not apply during the Noncompetition Period if the Executive’s employment is terminated without Cause or the Executive terminates his employment for Good Reason.

(b) During the Noncompetition Period, other than on behalf of the Company, the Executive shall not induce or solicit any employee of the Company to terminate his or her employment.

(c) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its respective businesses that the Executive obtains during the Executive’s employment by the Company and that is not public knowledge (other than as a result of the Executive’s violation of this Section 14(c) (“Confidential Information”)). For so long as any piece of Confidential Information is sensitive and/or of economic value to the Company, the Executive shall not communicate, divulge or disseminate any such piece of Confidential Information outside the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.

(d) All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, the Company books, records, files and know-how acquired while the Executive is an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company’s possession or premises or made use of other than in pursuit of the Company’s business or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company and, upon termination of employment for any reason, the Executive shall deliver to the Company, without further demands, the originals and all copies thereof which are then in his possession or under his control.

(e) The provisions of Sections 14(a), (b), (c) and (d) shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder. In the event of a breach of the Executive’s covenants under this Section 14, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal remedies. For purposes of this Section 14, the “Company” shall include all entities controlling, controlled by or under common control with the Company.

15. Resolution of Disputes . Any dispute arising out of this Amended Agreement shall, at the Executive’s option, be determined by arbitration under the rules of the American Arbitration Association then in effect, other than any requests for injunctive relief under Section 14(e), or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, if the Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the city in which the Executive resides. More specifically, if litigation is the method for settling any such dispute, venue for the litigation shall be in the Circuit Court of Milwaukee County or, if the Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the county court for the county in which the Executive resides. The parties consent to jurisdiction in the selected venue notwithstanding their residence or situs.

16. Payment Obligations Absolute . The Company’s obligation during and after the term of the Executive’s employment hereunder to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else, except as provided in Section 9(b)(iii). All amounts payable by the Company hereunder shall be paid without notice (except as provided in Section 12) or demand. The Company will not seek to recover all or any part of any such

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payment from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever, except as provided in Section 9(b)(iii).

17. Strict Compliance . The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Amended Agreement (including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 10(b)) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Amended Agreement.

18. Successors; Binding Agreement .

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Amended Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Amended Agreement. As used in this Amended Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 18 or which otherwise becomes bound by all the terms and provisions of this Amended Agreement by operation of law.

(b) This Amended Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Except as otherwise expressly provided in Sections 7 and 8 of this Amended Agreement, if the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Amended Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

19. Notice . All notices, requests, demands and other communications required or permitted to be given by either party to the other party by this Amended Agreement (including, without limitation, any Notice of Termination of employment) shall be in writing and shall be deemed to have been duly given when delivered personally or received by certified or registered mail, return receipt requested, postage prepaid, at the address of the other party, as follows:

If to the Company, to:
Sensient Technologies Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Secretary

If to Executive, to the last address for the Executive in the Company’s records.

Either party hereto may change its address for purposes of this Section 19 by giving fifteen (15) days prior notice to the other party hereto.

20. Severability . If any term or provision of this Amended Agreement or the application hereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Amended Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Amended Agreement shall be valid and enforceable to the fullest extent permitted by law.

21. Headings . The headings in this Amended Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of this Amended Agreement.

22. Governing Law . This Amended Agreement has been executed and delivered in the State of Wisconsin and shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin.

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23. Withholding Matters . All payments to be made or benefits to be provided hereunder by the Company will be subject to required withholding of federal, state and local income and employment taxes and related reporting requirements.

24. Section 409A of the Code . It is the intention of the parties that all payments and benefits under this Agreement be exempt from, or if not so exempt, comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance issued thereunder (the “Code”), and the Agreement shall be interpreted, operated and administered accordingly. Notwithstanding anything in this Agreement to the contrary, if Executive is considered a “specified employee” or “key employee” of the Company and has experienced a “separation from service,” each within the meaning of Section 409A of the Code, no payments or benefits under this Agreement that are considered deferred compensation shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (or, if earlier, the Executive’s date of death).

The Company shall indemnify the Executive if the Executive incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code (each an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Executive), (2) the Company’s failure to administer this Agreement or any benefit plan or program in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan Documents in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

(i) In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Executive for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Executive incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation), and (2) any interest or penalty that is assessed with respect to the Executive’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Executive pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

25. Entire Agreement . This Amended Agreement supersedes any and all other oral or written agreements heretofore made relating to the subject matter hereof (including, without limitation, the Prior Agreement) other than the Change of Control Agreement, and constitutes the entire agreement of the parties relating to the subject matter hereof.

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IN WITNESS WHEREOF, the parties have executed this Amended Agreement as of the date first written above.


SENSIENT TECHNOLOGIES CORPORATION (“Company”)

By	/s/ Douglas S. Pepper

	Douglas S. Pepper Vice President — Administration

	Attest:	/s/ John L. Hammond


	EXECUTIVE

	/s/ Kenneth P. Manning

	Kenneth P. Manning

- 9 -

Exhibit 10.3

SENSIENT TECHNOLOGIES CORPORATION
DIRECTORS’ DEFERRED COMPENSATION PLAN
As Amended and Restated January 1, 2005

1. Establishment.

The Sensient Technologies Corporation (the “Company”) established the Directors’ Deferred Compensation Plan (the “Plan”) effective February 1, 1984 to provide members of the Company’s Board of Directors (the “Board”) with the ability to defer receipt of compensation for services on the Board until after they resign or retire from the Board. On November 11, 1999, subject to shareholder approval, the Board adopted an Amended and Restated Plan, which provided that only directors who are entitled to compensation from the Company for services as a Board member or any committee are eligible to participate in the Plan. Effective as of January 1, 2005, the Plan was again amended and restated to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). As a result all benefits under this Plan are subject to Section 409A of the Code and any guidance issued thereunder. The Plan is administered by the Company, and the plan year is a calendar year.

2. Eligibility.

Pursuant to the Plan, any non-employee Director of the Company entitled to “Director Fees” (that is, compensation from the Company by reason of his/her being a member of the Board, or any committee thereof) (“Eligible Director”) may elect to defer receipt of all or a specified portion of such Director Fees and thereby become a participant in the Plan.

3. Initial Election.

An Eligible Director’s initial election to participate in the Plan (“Initial Election”) shall be evidenced by a writing filed with the Company as provided in Paragraph 5 and Paragraph 7(a). Such Initial Election shall be effective upon its receipt by the Company. The deferral pursuant to such Initial Election shall continue until: (i) changed by a Subsequent Election (as provided in Paragraph 5(b)); (ii) the last day of the plan year in which the Eligible Director files a Subsequent Election terminating his/her participation in the Plan under Paragraph 17; or (iii) the date the Eligible Director ceases being a member of the Board (“Cessation of Service”), whichever occurs first.

4. Director’s Deferred Compensation Account.

A Director’s Deferred Compensation Account (the “Account”) shall be established for each Eligible Director electing to participate in the Plan. Except as provided in Paragraph 6, all Director Fees deferred pursuant to Paragraph 3 shall be credited to the Account on the date on which such fees otherwise would have been payable to a Director had they not been deferred hereunder. Each Eligible Director’s Account shall be subdivided, as applicable, into a “Cash Subaccount” and a “Stock Subaccount.”

5. Initial Election and Subsequent Elections.

(a)

An Initial Election shall be in the form of Exhibit A hereto and shall specify:

	(i)		the portion of the subsequent Director Fees payable to such Eligible Director which the Eligible Director elects to have deferred under the Plan (the “Deferral Portion”);

	(ii)		the allocation of the Deferral Portion between the Cash Subaccount and the Stock Subaccount (“Plan Allocation”);

	(iii)		the manner in which the Eligible Director wishes to have amounts deferred under the Plan distributed to him/her as provided in Paragraph 10 (“Distribution Election”); and

	(iv)		the “Designation of Beneficiary” under Paragraph 13.

(b)

Once an Initial Election has been filed with the Company, the election as to the Deferral Portion shall apply to all Director Fees payable during the following plan year (except as provided in Paragraph 7(a)). An Eligible Director may (subject to Paragraph 7) file a later-dated election (such later-dated election being referred to herein as a “Subsequent Election”), to change the elections contained in his/her Initial Election or in a previously-filed Subsequent Election: (i) as to the Deferral Portion, which shall be effective the following plan year; (ii) as to the Plan Allocation which shall be effective as soon as practicable upon its receipt by the Company; (iii) the Designation of Beneficiary, which shall be effective upon its receipt by the Company; or (iv) to terminate his/her participation in the Plan, which shall be effective as of the last day of the plan year in which such election to terminate participation is received by the Company.

6. Crediting Stock to Stock Subaccount.

If, pursuant to an Initial Election or Subsequent Election, an Eligible Director makes a Plan Allocation into the Stock Subaccount, such Eligible Director’s Stock Subaccount shall be credited with that number of shares (including any fractional share) of the Company’s common stock, $.10 par value (“Common Stock”) which have a market value equal to the amount of the Deferral Portion allocated to his/her Stock Account. Shares shall be credited to a Stock Subaccount as of the last day of the fiscal quarter in which any Director Fees would have been payable (the “Credit Date”). For purposes of this Paragraph 6, the market value of a share of Common Stock shall equal the closing sale price of a share of Common Stock on the New York Stock Exchange on the Credit Date (or if no sale took place on such exchange on such date, the closing sale price on such exchange on the most recent preceding date on which a sale took place).

7. Times When Elections and Subsequent Elections May Be Made.

(a)

An Initial Election or Subsequent Election as to the Deferral Portion must be made prior to the plan year in which such compensation is earned, provided, however, that an Initial Election may be made within 30 days after first becoming an Eligible Director for Director Fees earned thereafter. Except as provided in

			Paragraphs 5(b) and 10, an Initial Election or Subsequent Election as to the Deferral Portion shall be irrevocable upon its receipt by the Company.

	(b)		Notwithstanding anything in Paragraph 7(a) to the contrary, prior to an Eligible Director’s Cessation of Service, any (i) Initial Election or (ii) Subsequent Election which (A) changes the Plan Allocation or (B) changes the Deferral Portion (unless the Eligible Director has elected only the Cash Subaccount) may only be made and shall only be effective at such time and upon such conditions as an Eligible Director would be permitted to effect an open -market acquisition or disposition of Common Stock under the provisions of the Company’s Code of Conduct covering acquisitions or dispositions of Common Stock by officers, directors and employees of the Company, as such Code of Conduct may be amended from time to time.

	(c)		After an Eligible Director’s Cessation of Service no further Subsequent Elections may be made, except to change the Designation of Beneficiary.

8. Earnings.

Until the balance of an Eligible Director’s Account has been fully paid/distributed to him/her in accordance with Paragraph 10:

	(a)		The balance from time to time, accruing in the Cash Subaccount, shall bear interest at the rate of 8% per annum. Such interest income shall be credited to the Account as of each December 31 on which there is such a balance in a Director’s Account.

	(b)		From time to time at such times as the Company pays a cash dividend with respect to its Common Stock, the Stock Subaccount of each Eligible Director who has shares of Common Stock credited to his/her Stock Subaccount on the record date for such dividend shall be credited with additional shares of Common Stock (including any fractional share) with a market value (as determined under Paragraph 6) equal to the dividend per share paid by the Company with respect to its Common Stock times the number of shares in the Stock Subaccount on the record date for such dividend.

9. Nature of Account.

The Account (and the Subaccounts) shall be utilized solely as a device for the measurement and determination of the amount of deferred compensation payable/distributable under the Plan. The Account shall not constitute or be treated as a trust fund of any kind. Director Fees deferred hereunder and credited to a Director’s Account shall at all times, remain the property of the Company, and no Eligible Director shall acquire any property interest in the Account, his/her right being limited to receiving from the Company, deferred payments/distributions as calculated by the Plan, such right being further conditioned upon continued compliance with the terms and conditions of the Plan. The Company shall be under no obligation to issue, or acquire, shares of Common Stock in connection with the crediting of shares to the Stock Subaccount. Shares credited to the Stock Subaccount shall have no voting rights or be entitled to dividends or

distributions of any kind except as provided in Paragraphs 8(b) and 11 hereof. The right of an Eligible Director to receive benefits under the Plan is no greater than the right of any unsecured general creditor of the Company.

10. Distribution of Director Fees Deferred Under the Plan.

(a)

An Eligible Director shall elect in his/her Initial Election to have his/her Account paid to him/her in either of the following ways (with such Distribution Election irrevocable once made, except as provided in Paragraphs 10(b) and 12):

	(i)		in a lump sum on January 31 of the first calendar year after the Eligible Director’s Cessation of Service, or on January 31 of any calendar year thereafter;

	(ii)		in five (5) consecutive annual installments commencing on January 31 of the first calendar year after the Eligible Director’s Cessation of Service.

			If an Eligible Director makes no such written election, the balance in his/her Account shall be paid in a lump sum on January 31 of the first calendar year after the Eligible Director’s Cessation of Service. In the event of the death of an Eligible Director, the balance in his/her Account shall be paid in a lump sum to the Eligible Director’s designated beneficiary (or to his/her estate in the absence of any beneficiary designation), on January 31 of the first calendar year following the date of death.

	(b)		Notwithstanding anything in Paragraph 10(a) to the contrary, prior to December 31, 2008 an Eligible Director may change an Initial Election or Subsequent Election as to his/her Distribution Election in accordance with transitional guidance under Section 409A of the Code.

	(c)		In the event that (i) an Eligible Director elects to have his/her Account distributed to him/her in annual installments, and (ii) at the time of his/her Cessation of Service there are shares of Common Stock credited to such Eligible Director’s Stock Subaccount, each annual installment shall consist of: (A) the dollar amount in his/her Cash Subaccount (including accruals of interest from time to time after such Cessation of Service pursuant to Paragraph 8(a)) divided by the number of remaining installments; plus (B) the number of shares of Common Stock in his/her Stock Subaccount (including any increases therein pursuant to crediting of dividends from time to time after such Cessation of Service pursuant to Paragraph 8(b)) divided by the number of remaining installments, rounded to the nearest whole share.

	(d)		Distributions from the Stock Subaccount shall be made in-kind and consist of one or more certificates representing the number of shares of Common Stock then being distributed. Any shares so distributed may consist of newly-issued shares, treasury shares, or a combination thereof. In the case of any lump-sum

distribution of Common Stock from an Eligible Director’s Stock Subaccount, and in the case of the final installment distribution of Common Stock from an Eligible Director’s Stock Subaccount, there remains any fractional share of Common Stock in such Stock Subaccount, then cash shall be distributed in lieu of such fractional share, determined with reference to the market value (as determined under Paragraph 6) of a whole share of Common Stock on the date of such distribution.

11. Change in Shares.

In the event of any change in the outstanding shares of Common Stock that occurs by reason of a stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, split-up, exchange of shares or other similar corporate change, the number of shares of Common Stock in each Stock Subaccount, and the maximum number of shares issuable under the Plan as provided in Paragraph 20, shall be adjusted accordingly.

12. Disability.

In the event of the Disability of an Eligible Director, the balance in his/her Account shall be paid in a lump sum on January 31 of the first calendar year following the date of Disability. For purposes of the Plan, “Disability” shall mean (i) the Eligible Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Eligible Director is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Eligible Director; or (iii) the Eligible Director is determined to be totally disabled by the Social Security Administration.

13. Designation of Beneficiary.

An Eligible Director may designate one or more beneficiaries who are to receive all of the funds/shares in the Eligible Director’s Account which remain unpaid/undistributed at the Eligible
Director’s death. Such designation shall be effective by filing an Initial Election, and such beneficiary designation may be changed at any time by filing a Subsequent Election. If no beneficiary designation is made by an Eligible Director, any Account balance shall be paid/distributed to the Eligible Director’s estate.

14. Nonassignment.

Neither an Eligible Director, nor his duly designated beneficiary, shall have any right to assign, transfer or pledge or otherwise convey the right to receive any amount of compensation which may be due hereunder, and any such attempt at assignment, transfer, pledge or other conveyance shall not be recognized by the Company.

15. Amendment of the Plan.

This Plan may be amended from time to time by resolution of the Board of Directors of the Company, but no such amendment shall permit amounts accumulated pursuant to the Plan, prior to the amendment, to be paid to an Eligible Director prior to the time that he/she would otherwise be entitled thereto.

16. Termination of the Plan.

The Plan will continue in effect until termination by resolution of the Board of Directors of the Company, but in the event of such termination, the amounts accumulated pursuant to the Plan, prior to termination, shall continue to be subject to the provisions of the Plan, as if the Plan had not been terminated.

17. Termination of Active Participation.

An Eligible Director who has previously elected to participate in the Plan may file a Subsequent Election terminating his/her active participation in the Plan, which shall become effective as of the last day of the plan year in which the Eligible Director terminates his/her active participation in the Plan. Such termination shall be effective with respect to all Director Fees earned by the Eligible Director after the last day of the plan year in which the Company receives such Subsequent Election, which fees shall then be payable to such Eligible Director in accordance with Company policy but otherwise than under the Plan, and such Eligible Director shall only be entitled to receive Director Fees previously deferred under the Plan as provided in Paragraph 10.

A termination of active participation pursuant to this Paragraph 17 shall not in any way preclude an Eligible Director from thereafter filing an Initial Election and thereby re-elect to actively participate in the Plan, provided such election complies with the provisions of Paragraphs 7 and 10.

18. Maximum Number of Shares.

The maximum number of shares of Common Stock that may be issued hereunder is 200,000, subject to adjustment as provided in Paragraph 11.

19. Tax Matters.

	(a)		All distributions, payments and benefits under this Plan shall be subject to all income and employment tax withholdings as required under applicable federal, state or local tax laws and regulations.

	(b)		It is the intention of the Company that this Plan comply with the requirements of Section 409A of the Code and any guidance issued thereunder, and the Plan shall be interpreted, construed, operated and administered in accordance with Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state or local tax laws or regulations.

(c)

If, for any reason, all or any portion of an Eligible Director’s Account balance under this Plan becomes taxable to the Eligible Director prior to receipt, the Administrator may distribute to such Eligible Director a portion of his/her Account balance:

	(i)		for payment of state, local or foreign taxes and the income tax withholding related to such state, local and foreign tax amount;

	(ii)		for payment of employment taxes (to the extent necessary to pay the Federal Insurance Contributions Act tax amount (the “FICA Amount”) and any Federal, state, local or foreign income tax withholding on the FICA Amount); and/or

	(iii)		required to be included in income as result of Section 409A of the Code.

Any distributions under this Paragraph shall affect and reduce the Account balance to be paid to the Eligible Director under this Plan.

(d)

The Company shall indemnify the Eligible Director if the Eligible Director incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code under this Plan (an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Eligible Director), (2) the Company’s failure to administer this Plan in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan Document in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Eligible Director if (x) the Company has made a reasonable, good faith attempt to maintain the Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

(i)

In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Eligible Director for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Eligible Director incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation), and (2) any interest or penalty that is assessed with respect to the Eligible Director’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Eligible Director pays the 20% additional income tax

			promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

	(ii)		In addition, in the event of an Indemnified Section 409A Violation, the Company shall make a payment (the “Section 409A Gross-Up Payment”) to the Eligible Director such that the net amount the Eligible Director retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment, shall be equal to the Section 409A Tax. The Eligible Director shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to the Eligible Director hereunder.


ATTEST:

By:		/s/ John L. Hammond

EXHIBIT A
SENSIENT TECHNOLOGIES CORPORATION
DIRECTORS’ DEFERRED COMPENSATION PLAN
PLAN ELECTION FORM

Sensient Technologies Corporation
777 E. Wisconsin Avenue
Milwaukee, WI 53202

Attention: John L. Hammond

Gentlemen:

I understand that as a director of Sensient Technologies Corporation (the “Company”) I am eligible to participate in the Sensient Technologies Corporation Directors’ Deferred Compensation Plan, as amended and restated (the “Plan”) a copy of which has been furnished to me.

This document constitutes:

ELECTION


[_]		An Initial Election under Paragraph 5(a) of the Plan. By checking this box I hereby elect to participate in the Plan, and to be bound by the terms and conditions of the Plan. I hereby elect to defer receipt of the Director Fees to which I become entitled in the future as set forth under “PLAN ELECTIONS” on page 2.

Complete all items under “PLAN ELECTIONS” on page 2 and sign and date this form on page 3.


[_]		A Subsequent Election under Paragraph 5(b) of the Plan (in which case this Subsequent Election amends and supersedes my Initial Election and any prior Subsequent Elections I may have made, but only with respect to the Deferral Portion, Plan Allocation or Designation of Beneficiary). I hereby elect to defer receipt of the Director Fees to which I become entitled in the future as set forth under “PLAN ELECTIONS” on page 2.

Complete all items under “PLAN ELECTIONS” on page 2 (even if some of the information has not changed) and sign and date this form on page 3.

TERMINATION OF PARTICIPATION


[_]		I hereby terminate my participation in the Plan, effective as of the last day of the calendar year, as provided in Paragraph 17 of the Plan.

		Sign and date this form on page 3.

PLAN ELECTIONS


A.		Deferral Portion (Plan Paragraph 5(a)(i)):

		I hereby elect to defer (circle one)


			10	%			20	%			30	%			40	%			50	%			60	%			70	%			80	%			90	%			100	%


		of the Director Fees to which I become entitled in the future.

B.		Plan Allocation (Plan Paragraph 5(a)(ii)):

		I hereby elect to allocate the amount deferred above as follows (circle one in each row; total must equal 100%):


Cash Subaccount	0	%	10	%	20	%	30	%	40	%	50	%	60	%	70	%	80	%	90	%	100	%

Stock Subaccount	0	%	10	%	20	%	30	%	40	%	50	%	60	%	70	%	80	%	90	%	100	%

Distribution Election (Plan Paragraph 10):

I hereby elect to have the balance in my Account paid to me in accordance with the following payment election:


[_]		In a lump sum on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan),

[_]		In a lump sum on January 31, 20___(after my Cessation of Service as defined in the Plan),

[_]		In five (5) consecutive annual installments commencing on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan).

I understand that if I do not elect any payment option the balance in my Account will be paid in a lump sum on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan).

I further understand that once made, my Distribution Election is irrevocable and may not be changed by a Subsequent Election.

Beneficiary Designation (Plan Paragraph 13):

I hereby designate the following named beneficiaries to receive all the funds in my Deferred Compensation Account which may remain unpaid at my death:

Percent (must

Name of Beneficiary

Address

Relationship

total 100%)

Percent (must

Name of Contingent Beneficiary

Address

Relationship

total 100%)

(attach additional sheet if necessary)

If no beneficiary designation is made, I understand that the balance in my Account will be paid to my estate.

I understand that the elections and directions contained herein supersede any prior elections and directions I may have made in the past and shall remain effective until I file a Subsequent Election changing any of the elections or directions contained herein or terminating my participation in the Plan.

Dated


		Very truly yours,


		Director

		SENSIENT TECHNOLOGIES CORPORATION

		By:

		Secretary

Exhibit 10.4(a)

SENSIENT TECHNOLOGIES CORPORATION
FROZEN EXECUTIVE INCOME DEFERRAL PLAN

(Amended and Restated as of December 31, 2004)

ARTICLE I — PURPOSE

The Sensient Technologies Corporation Executive Income Deferral Plan was established, effective as of July 15, 1987 and amended and restated as of December 31, 2002 (the “Original Plan”), by Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation, as an alternative voluntary income deferral plan for selected executive employees of Sensient Technologies Corporation and its participating subsidiaries. Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the Original Plan was frozen, as amended and restated herein, to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code (the “Plan”); and (ii) a new, ongoing deferral plan subject to Section 409A of the Code was adopted for deferrals on and after January 1, 2005 and any amounts not vested and accrued as of that date.

This Plan is intended to be operated in accordance with the provisions of the Original Plan as in effect as of December 31, 2004. All benefits under the Original Plan that were vested and accrued as of December 31, 2004, together with all subsequent earnings thereon, are governed under this Plan. No new participants are allowed in the Plan after December 31, 2004 and no deferrals of compensation may be credited after that date.

ARTICLE II — DEFINITIONS

2.1 Account : The bookkeeping account maintained by the Administrator, credited to each Participant, of the amount vested and accrued as of the Freeze Date, as set forth in Schedule A attached hereto, as further adjusted by Interest Credits after such date.

2.2 Administrator : The Vice President of Administration of the Company.

2.3 Beneficiary : Any person or persons as designated by the Participant in writing filed with the Administrator, to whom any benefits under the Plan may be payable upon the death of the Participant. If no Beneficiary designation has been received by the Administrator, prior to the Participant’s death, or if no Beneficiary so designated survives the Participant, payments shall be made, as they come due, to the duly appointed personal representative of the estate of the Participant.

2.4 Benefits Administrative Committee : The benefits administrative committee of the Company, members of which are appointed by the chief executive officer of the Company.

2.5 Board : The board of directors of the Company, or a duly authorized committee of such Board.

2.6 Company : Sensient Technologies Corporation.

2.7 Employer : The Company or any of its subsidiaries whose employees were permitted, by action of the Board, to participate in this Plan.

2.8 Freeze Date : December 31, 2004.

2.9 Interest Credit : An amount credited to each Participant’s Account: (i) with respect to amounts deferred on and after January 1, 1993, based on the average interest rate in effect for AAA rated corporate bonds, as reported by Moody’s Investors Service, as of December 31 of the preceding calendar year; and (ii) with respect to amounts deferred before January 1, 1993, based on the interest rate in effect as of December 31, 1992.

2.10 Participant : A person who, as of the Freeze Date: (i) has an Account under the Original Plan; and (ii) has satisfied the requirements to have a Retirement Date under the terms of the Original Plan.

2.11 Retirement : The termination of a Participant’s employment with the Employer and all of the Company’s affiliates on or after the Participant’s Retirement Date. Nothing in this Plan shall be deemed to require a Participant’s or employee’s retirement after his or her Retirement Date; provided , however , that this provision shall not be construed to be a guaranty of employment for any Participant or employee past his or her Retirement Date.

2.12 Retirement Date : The earliest date on which one of the following events has occurred:

(a) The Participant has attained age of at least 55 and the aggregate of the Participant’s age and years of service with the Employer or the Company’s affiliates totals at least 85; or

(b) The Participant has attained age of at least 62 and has completed at least 10 years of service with the Employer or the Company’s affiliates.

ARTICLE III — PARTICIPATION

No person is eligible for or may begin participation in the Plan following the Freeze Date.

ARTICLE IV — DEFERRALS

No deferrals pursuant to the Plan are permitted following the Freeze Date.

ARTICLE V — ACCOUNTS

5.1 Interest Credits: Amounts credited to each Account will be adjusted for Interest Credits from and after the Freeze Date. Interest Credits are credited to each Account as of December 31 of each year on the Account balance from the preceding year.

5.2 Annual Statements: Participants will receive annual statements showing the status of their Accounts.

ARTICLE VI — BENEFITS

6.1 At Retirement:

(a) As soon as administratively feasible following the Participant’s Retirement, the Participant shall commence to receive payment of his or her Account balance (with such Account balance credited with interest through the end of the month prior to the month which includes the Participant’s Retirement, and with the portion of such adjusted Account balance attributable to deferrals made on and after January 1, 1993 then increased by two percent (2%)) so that complete distribution of this Account balance, determined utilizing the Interest Credit rate(s) applicable to the Account balance as of December 31 of the preceding year, occurs in 180 substantially equal monthly payments. In the event the Participant does not survive to receive 180 monthly payments, payments will continue to his or her Beneficiary for the remaining period.

(b) Alternatively, upon Retirement, a married Participant may elect to receive the 15-year term certain amount determined under (a) above, reduced by the applicable percentage as provided in the chart below, and payable monthly in the form of a joint and 50% survivor annuity over the life of the Participant and his or her spouse (and only if the Participant’s spouse is his or her sole designated Beneficiary) to commence as soon as administratively feasible following the Participant’s Retirement. The minimum benefit to be paid will be equal to the 15-year term certain amount determined under paragraph (a) above, but then reduced as provided hereafter. After the death of the later to die of the Participant and the Participant’s spouse, the designated beneficiary shall receive the remainder of such minimum benefit, if any, payable monthly. The reductions from the 15-year term certain amounts in order to compute the joint and 50% survivor annuity are:


Participant’s Age	% Reduction
55		20
56		19
57		18
58		17
59		16
60		15
61		13
62		12
63		10
64		9
65 or older		8

(c) Notwithstanding paragraphs (a) and (b) above, a Participant may elect to receive a lump sum distribution of his or her Account balance, equal to the adjusted Account balance as determined under (a) above, payable as soon as administratively feasible following Retirement but only if the Participant makes such election at least one full calendar year prior to Retirement. A Participant may revoke an election to receive a lump sum, but such revocation shall not be effective unless made at least one full calendar year prior to his or her Retirement.

6.2 At Death Before Retirement : In the event a Participant dies prior to Retirement, his or her Beneficiary will receive a survivor income benefit payable monthly for 15 years to commence as soon as administratively feasible following the Participant’s death. The payments will be computed as provided in Section 6.1(a) (with the Participant’s Account balance credited with interest through the end of the month prior to the month which includes the Participant’s death), but without regard to a two percent (2%) Account balance increase unless the Participant died on or after his or her Retirement Date.

6.3 Termination of Employment : Upon termination of a Participant’s employment with the Employer and the Company’s affiliates for any reason other than Retirement or death, the Participant will receive his or her Account balance payable in a lump sum as soon as administratively feasible following termination of employment.

6.4 No In-Service Election: Except as provided in Section 7.1, a Participant shall not be permitted to make any in-service distribution elections.

ARTICLE VII — ACCOUNT WITHDRAWALS

7.1 Hardship : A Participant may request a withdrawal from his or her Account only as a result of unanticipated, financial emergency and hardship which is beyond the control of the Participant and only if this is necessary in light of the immediate and serious financial need of the Participant. The amount, if any, of a Participant’s withdrawal from his or her Account shall be approved by the Administrator, but may not exceed the amount required to meet the Participant’s immediate and serious financial need by reason of such emergency or hardship.

7.2 Request to Make a Withdrawal : A Participant shall submit to the Administrator, a written request to make a withdrawal from his or her Account pursuant to this Article, which submission shall include financial data and other information deemed necessary by the Administrator, to support the request.

ARTICLE VIII — CHANGE OF CONTROL OF COMPANY

8.1 Lump Sum Distribution : 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 Beneficiary) shall receive a lump sum distribution of his or her Account balance (or, if already in pay status, a lump sum distribution of the actuarially equivalent present value of his or her remaining payments) as soon as administratively feasible after the date of such Change of Control. If the Participant is receiving monthly payments as of the date of the Change of Control, the assumptions regarding the interest rate and the duration of payments to be applied in calculating the actuarial present value, as of the date of the Change of Control, of the Participant’s remaining payments shall be determined by the Administrator.

8.2 For purposes of this Plan, the term “Change of Control” of the Company means:

(a) 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 (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) 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 paragraph (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this Section; or

(b) 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

(c) 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, (i) 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, (ii) 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 (iii) 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

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

ARTICLE IX — ADMINISTRATION; BENEFIT CLAIMS

9.1 Administration : The Administrator shall be responsible for the general operation and administration of this Plan and shall have the full authority to interpret and construe this Plan and to take whatever actions it deems necessary and proper to carry out its obligations under the Plan. Day-to-day to administration of the Plan is the responsibility of the Administrator.

(a) The Administrator’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons and for all purposes.

(b) The Administrator will not be prevented from receiving any benefits to which he or she may be entitled as a Participant or Beneficiary in the Plan, so long as the benefits are computed and paid on a basis which is consistent with the terms of the Plan as applied to all other Participants and Beneficiaries. The Administrator may not decide or determine any matter or question relating solely to his or her own benefits under the Plan unless such decision could be made by him or her under the Plan if he or she were not the Administrator.

9.2 Claims Procedures :

(a) Any claimant believing him/herself to be entitled to benefits under this Plan may file a written claim for benefits with the Administrator setting forth the benefits to which he/she feels entitled and the reasons therefor. Within 90 days after receipt of a claim for benefits, the Administrator shall determine the claimant’s right, if any, to the benefits claimed, shall give the claimant written notice of its decision unless the Administrator determines that special circumstances require an extension of time to process the claim. If such an extension is required, the claimant will receive a written notice from the Administrator indicating the reason for the delay and the date the claimant may expect a final decision, which shall be no more than 180 days from the date the claim was filed. If the claim is denied in whole or in part, the written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s appeal procedure and a statement of the claimant’s right to bring an action under the Employee Retirement Income Security Act of 1974, as it may be amended, and regulations thereunder (“ERISA”) Section 502(a) following an adverse determination on appeal.

(b) Any claimant whose claim for benefits has been denied by the Administrator may appeal to the Benefits Administrative Committee (or its delegate) for a review of the denial by making a written request therefore within 60 days of receipt of a notification of denial. Any such request may include any written comments, documents, records and other information relating to the claim and may include a request for “relevant” documents to be provided free of charge. The claimant may, if he or she chooses, request a representative to make such written submissions on his or her behalf.

(i) Within 60 days after receipt of a request for an appeal, the Benefits Administrative Committee (or its delegate) shall notify the claimant in writing of its final decision. If the Benefits Administrative Committee (or its delegate) determines that special circumstances require additional time for processing, the Benefits Administrative Committee (or its delegate) may extend such 60 day period, but not by more than an additional 60 days, and shall notify the claimant in writing of such extension. If the period of time is extended due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on appeal shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

(ii) In the case of an adverse benefit determination on appeal, the Benefits Administrative Committee (or its delegate) will provide written notification to the claimant, set forth in a manner calculated to be understood by the claimant, of: (A) the specific reason or reasons for the adverse determination on appeal; (B) the specific Plan provisions on which the denial of the appeal is based; (C) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information “relevant” to the claimant’s claim

for benefits; and (D) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

(c) In the event the claimant is the Administrator, the Benefits Administrative Committee (or its delegate) shall conduct both the review of the initial claim for benefits under Section 9.2(a), as well as the appeal under Section 9.2(b).

(d) For purposes of this Section, a document, record or other information shall be considered “relevant” to a claimant’s claim if such document, record or other information: (i) was relied upon in making the benefit determination; (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; or (iii) demonstrates compliance with the administrative processes and safeguards required in making the benefit determination.

ARTICLE X — MISCELLANEOUS

10.1 Amendment or Termination : The Company, by action of the Board, reserves the right to modify, amend or terminate the Plan at any time, provided, however, that: (i) no such action shall have the effect of diminishing the benefits payable hereunder, with respect to any person participating in or receiving benefits under this Plan, without the written consent of such person; or (ii) no such action shall constitute a material modification as defined in Section 409A of the Code. If the Plan terminates, the provisions of Section 8.1 shall apply as if a Change of Control of the Company had occurred.

10.2 Unfunded Top-Hat Plan : For purposes of Title I of ERISA and for purposes of the Code, this Plan is intended to be unfunded and to be maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, and shall be interpreted accordingly. The status of Participants and their Beneficiaries with respect to any liabilities assumed by the Employer hereunder shall be solely those of general unsecured creditors of the Employer, and the Plan constitutes a mere promise by the Company to make benefit payments in the future. Notwithstanding the foregoing, the Employer may establish a trust to assist it in meeting its obligations hereunder, but Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of such trust.

10.3 Tax Matters :

(a) All distributions, payments and benefits under this Plan shall be subject to all income and employment tax withholdings as required under applicable federal, state or local tax laws and regulations.

constitute a “material modification” of the Plan within the meaning of Section 409A of the Code, such provision or exercise of discretion will be deemed null and void to the extent necessary to maintain the Plan’s grandfathered status under Section 409A of the Code.

10.4 No Assignment or Alienation : Except as contemplated by Section 2.3, no rights of any kind under this Plan shall, without the written consent of the Administrator, be transferable or assignable by the Participant or any Beneficiary or be subject to alienation, encumbrance, garnishment, attachment, execution or levy or seizure by legal process of any kind, voluntary or involuntary. Notwithstanding the preceding sentence, pursuant to rules comparable to those applicable to qualified domestic relations orders (“QDROs”), as determined by the Administrator, the Administrator may direct a distribution, prior to any distribution date otherwise described in the Plan, to an alternate payee (as defined under the rules applicable to QDROs).

10.5 Successors and Assigns :

(a) The Plan shall be binding upon the Participant, his or her Beneficiaries, heirs, executors, administrators, successors and assigns. The foregoing sentence shall not be construed as a waiver of the provisions of Section 10.4.

(b) If the Company sells, assigns or transfers all or substantially all of its business and assets to any person, excluding its affiliates, or if the Company merges into or consolidates or otherwise combines with any person 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 person which is either the acquiring or successor entity, and such person(s) shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Plan upon the Company. In case of such assignment by the Company and of such assumption and agreement by such person(s), all further rights as well as all other obligations of the Company under this Plan thenceforth shall cease and terminate and thereafter the term “ Company ” wherever used herein shall be deemed to mean such person(s) the Company and the Administrator may determine that provisions similar to those described in this Section 10.5(b) shall apply if one or more affiliates of, but not all or substantially all of, the Company are divested and the acquiring or successor entity agrees to assume sponsorship of the Plan with respect to affected Participants. However, if the acquiring or successor entity does not so agree, the Plan shall be considered as having terminated with respect to Participants whose employment with the Employer and the Company’s affiliates terminates as a result of such transaction.

10.6 Other Plans or Agreements : The benefits payable under the Plan shall be independent of, and in addition to, any other plan or agreement relating to a Participant’s employment that may exist from time to time between the parties hereto, or any other compensation payable by the Employer to a Participant, whether salary, bonus or otherwise. The Plan shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Employer and its

affiliates to discharge a Participant or restrict the right of a Participant to terminate his or her employment.

10.7 Governing Law and Rules of Construction : To the extent not governed by federal law, this Plan shall be construed according to the laws of Wisconsin, and neither the Administrator, the Benefits Administrative Committee, the Company, nor the Plan shall be under any duty or obligation to account to any court other than a court in Wisconsin. Reference to a section of the Code or of ERISA includes that section and any comparable section or sections of any future legislation that amends, supplements or supersedes that section, as well as to any Regulation pertaining to that section.

10.8 Adoption of Plan : Any subsidiary of the Company which, with the consent of the Board (which consent may be revoked without notice), has adopted the Plan and become a participating Employer is deemed to have appointed the Company, the Administrator and the Benefits Administrative Committee as its exclusive agents to exercise on its behalf all of the power and authority conferred by the Plan upon the Company, the Administrator or the Benefits Administrative Committee. The authority of the Company, the Administrator and the Benefits Administrative Committee to act as such agents shall continue until the Plan is terminated as to the participating Employer. Each participating Employer agrees to perform such other acts as the Administrator deems necessary in order to maintain the Plan’s status as an unfunded top-hat plan under ERISA and the Code.

10.9 Release : To the extent allowed by law, any final payment or distribution to any Participant or his or her legal representative, or to any Beneficiaries of such Participant, in accordance with the provisions of this Plan shall be in full satisfaction of all claims arising under or by virtue of this Plan against the Plan, the Administrator, the Benefits Administrative Committee, the Company, an Employer and its directors, officers, employees and affiliates, and any trust described under Section 10.2.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 22nd day of October, 2008.


		SENSIENT TECHNOLOGIES CORPORATION

		By		/s/ Douglas S. Pepper

		Douglas S. Pepper
		Vice President-Administration


ATTEST:
By:		/s/ John L. Hammond

SCHEDULE A
PARTICIPANT ACCOUNT BALANCE AS OF THE FREEZE DATE


	BALANCE AS OF
PARTICIPANT	DECEMBER 31, 2004
	$	298,004

Exhibit 10.4(b)

SENSIENT TECHNOLOGIES CORPORATION
EXECUTIVE INCOME DEFERRAL PLAN

(Effective as of January 1, 2005)

ARTICLE I — PURPOSE

The Sensient Technologies Corporation Executive Income Deferral Plan was established, effective as of July 15, 1987 and further amended and restated as of December 31, 2002 (the “Original Plan”), by Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation, as an alternative voluntary income deferral plan for selected executive employees of Sensient Technologies Corporation and its participating subsidiaries. Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the Original Plan was frozen to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code; and (ii) this Sensient Technologies Corporation Executive Income Deferral Plan was established as an ongoing deferral plan subject to Section 409A of the Code for deferrals on and after January 1, 2005, together with earnings credited on such deferrals. All benefits under this Plan are subject to Section 409A of the Code and any guidance issued thereunder. If any decision by the Internal Revenue Service, or issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority, results in any benefits under the Original Plan not being considered as grandfathered under Section 409A of the Code, such benefits under the Original Plan shall be covered by and subject to all terms and conditions of this Plan.

ARTICLE II — DEFINITIONS

2.1 Account : The bookkeeping account maintained by the Administrator, to reflect the Deferred Compensation credited to a Participant, as further adjusted by Interest Credits on such Deferred Compensation.

2.2 Administrator : The Vice President of Administration of the Company.

2.4 Benefits Administrative Committee : The benefits administrative committee of the Company, members of which are appointed by the Chief Executive Officer of the Company.

2.5 Board : The board of directors of the Company, or a duly authorized committee of such Board.

2.6 Company : Sensient Technologies Corporation.

2.7 Deferred Compensation : Amounts credited: (i) prior to the Effective Date to a Participant’s account under the Original Plan that were not vested and accrued as of December 31, 2004; and (ii) on or after the Effective Date to a Participant’s Account in lieu of payment by the Employer to such Participant as base salary and/or bonus.

2.8 Effective Date : January 1, 2005.

2.9 Eligible Employee : Any executive employee who is an elected officer of the Company.

2.10 Employer : The Company or any of its subsidiaries whose employees are permitted, by action of the Board, to participate in this Plan.

2.11 Interest Credit : An amount credited to each Participant’s Account based on the average interest rate in effect for AAA rated corporate bonds, as reported by Moody’s Investors Service, as of December 31 of the preceding Plan Year.

2.12 Participant : An Eligible Employee who participates in the Plan in accordance with Article III.

2.13 Plan : The Sensient Technologies Corporation Executive Income Deferral Plan as set forth herein and as amended from time to time.

2.14 Plan Year : The twelve-month period commencing on January 1 ^st and ending on December 31 ^st , which is the current fiscal year of the Company. The first Plan Year commenced on the Effective Date.

2.15 Retirement : The termination of a Participant’s employment with the Employer and all of the Company’s affiliates on or after the Participant’s Retirement Date. Nothing in this Plan shall be deemed to require a Participant’s or employee’s retirement after his or her Retirement Date; provided , however , that this provision shall not be construed to be a guaranty of employment for any Participant or employee past his or her Retirement Date.

2.16 Retirement Date : The earliest date on which one of the following events has occurred:

(a) The Participant has attained age of at least 55 and the aggregate of the Participant’s age and years of service with the Employer or the Company’s affiliates totals at least 85; or

(b) The Participant has attained age of at least 62 and has completed at least 10 years of service with the Employer or the Company’s affiliates.

ARTICLE III- PARTICIPATION

3.1 Commencement of Participation:

(a) All Eligible Employees, as of the Effective Date, shall participate in the Plan.

(b) Any other Eligible Employee shall become a Participant in the Plan as of the first date Deferred Compensation is credited to his or her Account pursuant to Article IV, provided, that he or she is an Eligible Employee as of that date.

3.2 Cessation of Participation : Status as a Participant shall continue until the Participant’s Account balance is fully distributed to him or her in accordance with Article VI; provided, however, if Section 8.1(b) applies, status as a Participant will continue until the Participant’s Account balance is fully distributed to him or her subsequent to the lump sum distribution under Section 8.1(a).

ARTICLE IV — DEFERRALS

4.1 Deferral Limits : For each Plan Year, an Eligible Employee may elect to defer under the Plan up to 25% of his or her base salary and/or bonus for such Plan Year. The minimum deferral amount is $2,500 for a Plan Year.

4.2 Deferral Procedure : Deferrals shall be made by payroll deductions from base salary, one-time deductions from annual bonus payments or any combination of the two.

4.3 Timing of Election :

(a) An election to defer base salary and/or bonus must be made prior to the Plan Year in which such compensation is earned. Once made, such election is irrevocable, unless the Participant’s deferral election is cancelled under Article 7.

(b) The Administrator shall designate an annual election period each Plan Year during which Participants shall make deferral elections for the following Plan Year.

4.4 Cessation of Deferrals : A Participant’s continued eligibility to defer receipt of his or her base salary and/or bonus shall cease upon the earliest date on which any of the following events occur:

(a) The Plan is terminated pursuant to Section 10.1;

(b) The Participant’s Retirement, death or other termination of employment with the Employer; or

ARTICLE V — ACCOUNTS

5.1 Crediting of Deferred Compensation : A Participant’s Deferred Compensation shall be credited to the Account maintained in his or her name.

5.2 Interest Credits : The applicable Interest Credit will be credited as of December 31 of each year to: (i) the Account balance as of December 31 of the preceding year; and (ii) Deferred Compensation for the current Plan Year from the date the Deferred Compensation is credited to the Account.

5.3 Annual Statements : Participants will receive annual statements showing the status of their Accounts.

ARTICLE VI — BENEFITS

6.1 At Retirement:

(a) Subject to Section 6.1(b) below, a Participant may elect that distribution of his or her Account at Retirement be in one of the following forms:

(i) Installments . A Participant may elect to receive payment of his or her Account balance (with such Account balance credited with interest through the end of the month prior to the month which includes the Participant’s Retirement, and with such adjusted Account balance then increased by two percent (2%)) so that complete distribution of this Account balance, determined utilizing the Interest Credit rate determined as of December 31 of the preceding Plan Year, occurs in 180 substantially equal monthly payments. In the event the Participant does not survive to receive 180 monthly payments, payments will continue to his or her Beneficiary for the remaining period.

(ii) Annuity . Alternatively, a married Participant may elect to receive the 15-year term certain amount determined under (a)(i) above, reduced by the applicable percentage as provided in the chart below, and payable monthly in the form of a joint and 50% survivor annuity over the life of the Participant and his or her spouse (and only if the Participant’s spouse is his or her sole designated Beneficiary). The minimum benefit to be paid will be equal to the 15-year term certain amount determined under paragraph (a)(i) above, but then reduced as provided hereafter. After the death of the later to die of the Participant and the Participant’s spouse, the designated beneficiary shall receive the remainder of such minimum benefit, if any, payable monthly. The reductions from the 15-year term certain amounts in order to compute the joint and 50% survivor annuity are:


Participant’s Age	% Reduction
55		20
56		19
57		18
58		17
59		16
60		15
61		13
62		12
63		10
64		9
65 or older		8

(iii) Lump Sum . Notwithstanding paragraphs (a) and (b) above, a Participant may elect to receive a lump sum distribution of his or her Account balance, equal to the adjusted Account balance as determined under (a)(i) above.

(b) A Participant as of the Effective Date shall elect the form of payment of the Participant’s benefit upon Retirement under an election form provided to a Participant on or prior to December 31, 2007. An Eligible Employee whose participation begins after the Effective Date shall make the election as to the form of payment of his or her benefit upon Retirement at the same time he or she makes an initial deferral election under Section 4.3.

6.2 At Death Before Retirement : In the event a Participant dies prior to Retirement, his or her Beneficiary will receive a survivor income benefit payable monthly for 15 years to commence as soon as administratively feasible following the Participant’s death. The payments will be computed as provided in Section 6.1(a)(i) (with the Participant’s Account balance credited with interest through the end of the month prior to the month which includes the Participant’s death), but without regard to a two percent (2%) Account balance increase unless the Participant died on or after his or her Retirement Date.

6.4 No In-Service Election: Except as provided in Section 7.1, there shall be no in-service distribution elections.

6.5 Timing of Payment : Subject to Section 10.3(b), payments under this Article VI shall commence, or be made, within five (5) days after the Participant’s Retirement.

ARTICLE VII — ACCOUNT WITHDRAWALS

7.1 Unforeseeable Emergency : A Participant may make a withdrawal from his or her Account only as a result of an “unforeseeable emergency” as defined under Treas. Reg. § 1.409A-3(i)(3)(i). The amount, if any, of a Participant’s withdrawal from his or her Account shall be determined by the Administrator, but may not exceed the amount required to meet the Participant’s unforeseeable emergency.

7.3 Cancellation of Deferrals : Following a withdrawal from a Participant’s Account under this Article, all deferral elections for such Participant for the Plan Year shall be cancelled. In the event such Participant wishes to make a later deferral election, such election shall be made in accordance with Section 4.3.

ARTICLE VIII — CHANGE OF CONTROL OF COMPANY

8.1 Lump Sum Distribution; Continued Participation:

(a) 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 Beneficiary) shall receive a lump sum distribution of his or her Account balance (or, if already in pay status, a lump sum distribution of the actuarially equivalent present value of his or her remaining payments) as soon as administratively feasible after the date of such Change of Control, but no later than five (5) days following such Change of Control. If the Participant is receiving monthly payments as of the date of the Change of Control, the assumptions regarding the interest rate and the duration of payments to be applied in calculating the actuarial present value, as of the date of the Change of Control, of the Participant’s remaining payments shall be determined by the Administrator.

(b) Subject to Section 2.9, 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 Retirement, death or other termination of employment, and upon such Participant’s Retirement, death or other termination of employment any Deferred Compensation (and Interest Credits on such Deferred Compensation) under this Plan subsequent to the lump sum distribution under paragraph (a) above shall be payable as provided in Article VI, as applicable.

8.2 Change of Control Definition : For purposes of this Plan, the term “Change of Control” of the Company means:

shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) 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 paragraph (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this Section; or

(c) 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, (i) 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, (ii) 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, 30% 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 (iii) 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

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to Section 503(b)(1)(A) of Title 11 of the U.S. Bankruptcy Code.

(e) Notwithstanding the foregoing, a Change of Control of the Company as defined in this Section 8.2 shall not be treated as a Change of Control of the Company for purposes of this Plan unless it constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or results in a termination or liquidation of a plan within the meaning of Treasury Regulation Section 1.409A-3(j)(4)(ix)(A) or (B) (as applicable).

ARTICLE IX — ADMINISTRATION; BENEFIT CLAIMS

(a) The Administrator’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons and for all purposes.

9.2 Claims Procedures :

(a) Any claimant believing him/herself to be entitled to benefits under this Plan may file a written claim for benefits with the Administrator setting forth the benefits to which he/she feels entitled and the reasons therefor. Within ninety (90) days after receipt of a claim for benefits, the Administrator shall determine the claimant’s right, if any, to the benefits claimed, shall give the claimant written notice of its decision unless the Administrator determines that special circumstances require an extension of time to process the claim. If such an extension is required, the claimant will receive a written notice from the Administrator indicating the reason for the delay and the date the claimant may expect a final decision, which shall be no more than 180 days from the date the claim was filed. If the claim is denied in whole or in part, the written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information

is necessary; and (iv) an explanation of the Plan’s appeal procedure and a statement of the claimant’s right to bring an action under the Employee Retirement Income Security Act of 1974, as it may be amended, and regulations thereunder (“ERISA”) Section 502(a) following an adverse determination on appeal.

(b) Any claimant whose claim for benefits has been denied by the Administrator may appeal to the Benefits Administrative Committee (or its delegate) for a review of the denial by making a written request therefore within sixty (60) days of receipt of a notification of denial. Any such request may include any written comments, documents, records and other information relating to the claim and may include a request for “relevant” documents to be provided free of charge. The claimant may, if he or she chooses, request a representative to make such written submissions on his or her behalf.

(i) Within sixty (60) days after receipt of a request for an appeal, the Benefits Administrative Committee (or its delegate) shall notify the claimant in writing of its final decision. If the Benefits Administrative Committee (or its delegate) determines that special circumstances require additional time for processing, the Benefits Administrative Committee (or its delegate) may extend such sixty (60) day period, but not by more than an additional sixty (60) days, and shall notify the claimant in writing of such extension. If the period of time is extended due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on appeal shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

ARTICLE X — MISCELLANEOUS

10.1 Amendment or Termination : The Company, by action of the Board, reserves the right to modify, amend or terminate the Plan at any time, provided, however, that no such action shall have the effect of diminishing the benefits payable hereunder, with respect to any person participating in or receiving benefits under this Plan, without the written consent of such person. If the Plan terminates, the provisions of Section 8.1(a) shall apply as if a Change of Control of the Company had occurred, provided that any such termination shall comply with Treas. Reg. §1.409A-3(j)(4)(ix).

10.2 Unfunded Top-Hat Plan :

(a) For purposes of Title I of ERISA and for purposes of the Code, this Plan is intended to be unfunded and to be maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, and shall be interpreted accordingly. The status of Participants and their Beneficiaries with respect to any liabilities assumed by the Employer hereunder shall be solely those of general unsecured creditors of the Employer, and the Plan constitutes a mere promise by the Company to make benefit payments in the future. Notwithstanding the foregoing, the Employer may establish a trust to assist it in meeting its obligations hereunder, but Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of such trust.

(b) Notwithstanding anything in the Plan to the contrary, if it is determined by the Administrator that the continued participation of any individual would jeopardize the Plan’s status as a “top hat plan” under ERISA, such individual shall not be eligible to defer receipt of his or her base salary and/or bonus for any Plan Year after the Plan Year in which such determination is made. Such individual shall receive a distribution of his or her Account balance in accordance with the provisions of Article VI.

10.3 Tax Matters :

(b) It is the intention of the Company that this Plan comply with the requirements of Section 409A of the Code and any guidance issued thereunder, and the Plan shall be interpreted, construed, operated and administered in accordance with Section 409A of the Code. If a Participant is a “specified employee” or “key employee” within the meaning of Section 409A of the Code and the Company continues to be or is publicly traded at the time of the Participant’s separation from service with the Company within the meaning of Section 409A of the Code, payments under this Plan will be delayed (or will not be made in the case of a lump sum payment) until the date that is six (6) months following the Participant’s separation from service (or, if earlier, the Participant’s date of death), at which time all delayed payments will be paid or made up and installment or annuity payments will be payable thereafter as if the six (6) month

delay had not occurred. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state or local tax laws or regulations.

(c) If, for any reason, all or any portion of a Participant’s Account balance under this Plan becomes taxable to the Participant prior to receipt, the Administrator may distribute to such Participant a portion of his or her Account balance:

(i) for payment of state, local or foreign taxes and the income tax withholding related to such state, local and foreign tax amount;

(ii) for payment of employment taxes (to the extent necessary to pay the Federal Insurance Contributions Act tax amount (the “FICA Amount”) and any Federal, state, local or foreign income tax withholding on the FICA Amount); and/or

(iii) required to be included in income as result of Section 409A of the Code.

Any distributions under this Section shall affect and reduce the Account balance to be paid to the Participant under this Plan.

(d) The Company shall indemnify the Participant if the Participant incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code under this Plan and/or the Original Plan (an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Participant), (2) the Company’s failure to administer this Plan and/or the Original Plan in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the applicable Plan Document in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Participant if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the applicable Plan Document to bring the applicable Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

(i) In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Participant for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Participant incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation under this Plan and/or the Original Plan), and (2) any interest or penalty that is assessed with respect to the Participant’s failure to make a timely payment of the 20% additional

income tax described in clause (1), provided that the Participant pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

(ii) In addition, in the event of an Indemnified Section 409A Violation, under this Plan and/or the Original Plan, the Company shall make a payment (or payments, in the event of an Indemnified Section 409A Violation under both this Plan and the Original Plan) (the “Section 409A Gross-Up Payment”) to the Participant such that the net amount the Participant retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment(s), shall be equal to the Section 409A Tax. The Participant shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to the Participant hereunder.

10.5 Successors and Assigns :

not so agree, the Plan shall be considered as having terminated with respect to Participants whose employment with the Employer and the Company’s affiliates terminates as a result of such transaction.

10.7 Governing Law and Rules of Construction : To the extent not governed by federal law, this Plan shall be construed according to the laws of Wisconsin, and neither the Administrator, the Benefits Administrative Committee, the Company nor the Plan shall be under any duty or obligation to account to any court other than a court in Wisconsin. Reference to a section of the Code or of ERISA includes that section and any comparable section or sections of any future legislation that amends, supplements or supersedes that section, as well as to any regulation pertaining to that section.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 17th day of October, 2008.


		SENSIENT TECHNOLOGIES CORPORATION

		By		/s/ Douglas S. Pepper

		Douglas S. Pepper
		Vice President-Administration


ATTEST:
By:		/s/ John L. Hammond

Exhibit 10.5(a)

SENSIENT TECHNOLOGIES CORPORATION
FROZEN MANAGEMENT INCOME DEFERRAL PLAN

(Amended and Restated as of December 31, 2004)

ARTICLE I — PURPOSE

The Sensient Technologies Corporation Management Income Deferral Plan was established, effective as of July 15, 1987 and amended and restated as of December 31, 2002 (the “Original Plan”), by Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation, as an alternative voluntary income deferral plan for selected management employees of Sensient Technologies Corporation and its participating subsidiaries. Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the Original Plan was frozen, as amended and restated herein, to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code (the “Plan”); and (ii) a new, ongoing deferral plan subject to Section 409A of the Code was adopted for deferrals on and after January 1, 2005 and any amounts not vested and accrued as of that date.

ARTICLE II — DEFINITIONS

2.2 Administrator : The Vice President of Administration of the Company.

2.4 Benefits Administrative Committee : The benefits administrative committee of the Company, members of which are appointed by the chief executive officer of the Company.

2.5 Board : The board of directors of the Company, or a duly authorized committee of such Board.

2.6 Company : Sensient Technologies Corporation.

2.7 Employer : The Company or any of its subsidiaries whose employees were permitted, by action of the Board, to participate in this Plan.

2.8 Freeze Date : December 31, 2004.

2.9 Interest Credit : An amount credited to each Participant’s Account based on the average interest rate in effect for AAA rated corporate bonds, as reported by Moody’s Investors Service, as of December 31 of the preceding calendar year.

2.12 Retirement Date : The earliest date on which one of the following events has occurred:

(a) The Participant has attained age of at least 55 and the aggregate of the Participant’s age and years of service with the Employer or the Company’s affiliates totals at least 85; or

(b) The Participant has attained age of at least 62 and has completed at least 10 years of service with the Employer or the Company’s affiliates.

ARTICLE III- PARTICIPATION

No person is eligible for or may begin participation in the Plan following the Freeze Date.

ARTICLE IV- DEFERRALS

No deferrals pursuant to the Plan are permitted following the Freeze Date.

ARTICLE V- ACCOUNTS

5.1 Interest Credits : Amounts credited to each Account will be adjusted for Interest Credits from and after the Freeze Date. Interest Credits are credited to each Account as of December 31 of each year on the Account balance from the preceding year.

5.2 Annual Statements : Participants will receive annual statements showing the status of their Accounts.

ARTICLE VI — BENEFITS

6.1 At Retirement:

(a) As soon as administratively feasible following the Participant’s Retirement, the Participant shall commence to receive payment of his or her Account balance (with such Account balance credited with interest through the end of the month prior to the month which includes the Participant’s Retirement, and with such adjusted Account balance then increased by two percent (2%)) so that complete distribution of this Account balance, determined utilizing the Interest Credit rate determined as of December 31 of the preceding year, occurs in 180 substantially equal monthly payments. In the event the Participant does not survive to receive 180 monthly payments, payments will continue to his or her Beneficiary for the remaining period.


Participant’s Age	% Reduction
55		20
56		19
57		18
58		17
59		16
60		15
61		13
62		12
63		10
64		9
65 or older		8

(c) Notwithstanding paragraphs (a) and (b) above a Participant may elect to receive a lump sum distribution of his or her Account balance, equal to the adjusted Account balance as determined under (a) above, payable as soon as administratively feasible following Retirement but only if the Participant makes such election at least one full calendar year prior to Retirement. A Participant may revoke an election to receive a lump sum, but such revocation shall not be effective unless made at least one full calendar year prior to his or her Retirement.

6.4 No In-Service Election: Except as provided in Section 7.1, a Participant shall not be permitted to make any in-service distribution elections.

ARTICLE VII — ACCOUNT WITHDRAWALS

ARTICLE VIII — CHANGE OF CONTROL OF COMPANY

8.2 For purposes of this Plan, the term “Change of Control” of the Company means:

(a) 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 (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) 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 paragraph (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of this Section; or

time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

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

ARTICLE IX — ADMINISTRATION; BENEFIT CLAIMS

(a) The Administrator’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons and for all purposes.

9.2 Claims Procedures :

(b) Any claimant whose claim for benefits has been denied by the Administrator may appeal to the Benefits Administrative Committee (or its delegate) for

a review of the denial by making a written request therefore within 60 days of receipt of a notification of denial. Any such request may include any written comments, documents, records and other information relating to the claim and may include a request for “relevant” documents to be provided free of charge. The claimant may, if he or she chooses, request a representative to make such written submissions on his or her behalf.

ARTICLE X- MISCELLANEOUS

10.1 Amendment or Termination : The Company, by action of the Board, reserves the right to modify, amend or terminate the Plan at any time, provided, however, that: (i) no such action shall have the effect of diminishing the benefits payable hereunder, with respect to any person participating in or receiving benefits under this Plan, without the written consent of such person; or (ii) no such action shall constitute a material modification, as defined in Section 409A of the Code. If the Plan terminates, the

provisions of Section 8.1 shall apply as if a Change of Control of the Company had occurred.

10.3 Tax Matters :

(b) It is the intention of the Company that all distributions, payments and benefits under this Plan as of the Freeze Date are grandfathered under Section 409A of the Code, and the Plan shall be interpreted, operated and administered accordingly. To the extent that any provision of the Plan, or the exercise of any discretion under this Plan by the Company, the Administrator or the Benefits Administrative Committee, would constitute a “material modification” of the Plan within the meaning of Section 409A of the Code, such provision or exercise of discretion will be deemed null and void to the extent necessary to maintain the Plan’s grandfathered status under Section 409A of the Code.

10.5 Successors and Assigns :

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 22nd day of October, 2008.


	SENSIENT TECHNOLOGIES CORPORATION
	By /s/ Douglas S. Pepper
	Douglas S. Pepper
	Vice President-Administration



ATTEST:
By:		/s/ John L. Hammond

SCHEDULE A
PARTICIPANT ACCOUNT BALANCE AS OF THE FREEZE DATE


	BALANCE AS OF
PARTICIPANT	DECEMBER 31, 2004
	$	12,732
	$	8,822
	$	16,798

Exhibit 10.5(b)

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCOME DEFERRAL PLAN

(Effective as of January 1, 2005)

ARTICLE I — PURPOSE

The Sensient Technologies Corporation Management Income Deferral Plan was established, effective as of July 15, 1987 and further amended and restated as of December 31, 2002 (the “Original Plan”), by Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation, as an alternative voluntary income deferral plan for selected management employees of Sensient Technologies Corporation and its participating subsidiaries. Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the Original Plan was frozen to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code; and (ii) this Sensient Technologies Corporation Management Income Deferral Plan was established as an ongoing deferral plan subject to Section 409A of the Code for deferrals on and after January 1, 2005, together with earnings credited on such deferrals. All benefits under this Plan are subject to Section 409A of the Code and any guidance issued thereunder. If any decision by the Internal Revenue Service, or issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority, results in any benefits under the Original Plan not being considered as grandfathered under Section 409A of the Code, such benefits under the Original Plan shall be covered by and subject to all terms and conditions of this Plan.

ARTICLE II — DEFINITIONS

2.2 Administrator : The Vice President of Administration of the Company.

2.4 Benefits Administrative Committee : The benefits administrative committee of the Company, members of which are appointed by the Chief Executive Officer of the Company.

2.5 Board : The board of directors of the Company, or a duly authorized committee of such Board.

2.6 Company : Sensient Technologies Corporation.

2.8 Effective Date : January 1, 2005.

2.9 Eligible Employee : Any executive employee of the Employer who: (i) is designated by the Administrator to participate in the Plan; or (ii) meets the criteria for participation established by the Administrator.

2.10 Employer : The Company or any of its subsidiaries whose employees are permitted, by action of the Board, to participate in this Plan.

2.12 Participant : An Eligible Employee who participates in the Plan in accordance with Article III.

2.13 Plan : The Sensient Technologies Corporation Management Income Deferral Plan as set forth herein and as amended from time to time.

2.16 Retirement Date : The earliest date on which one of the following events has occurred:

(a) The Participant has attained age of at least 55 and the aggregate of the Participant’s age and years of service with the Employer or the Company’s affiliates totals at least 85; or

(b) The Participant has attained age of at least 62 and has completed at least 10 years of service with the Employer or the Company’s affiliates.

ARTICLE III- PARTICIPATION

3.1 Commencement of Participation :

(a) All Eligible Employees, as of the Effective Date, shall participate in the Plan.

ARTICLE IV- DEFERRALS

4.1 Deferral Limits : For each Plan Year, an Eligible Employee may elect to defer under the Plan up to: (a) 10% of his or her base salary and/or bonus for such Plan Year; (b) reduced by the dollar limit in effect for such Plan Year under Section 402(g) of the Code (without any adjustment to such limit as may be permitted under Section 414(v) of the Code for such Plan Year); and (c) rounded to the nearest $500. The minimum deferral amount is $2,500 for a Plan Year.

4.2 Deferral Procedure : Deferrals shall be made by payroll deductions from base salary, one-time deductions from annual bonus payments or any combination of the two.

4.3 Timing of Election :

(b) The Administrator shall designate an annual election period each Plan Year during which Participants shall make deferral elections for the following Plan Year.

(a) The Plan is terminated pursuant to Section 10.1;

(b) The Participant’s Retirement, death or other termination of employment with the Employer; or

ARTICLE V- ACCOUNTS

5.1 Crediting of Deferred Compensation : A Participant’s Deferred Compensation shall be credited to the Account maintained in his or her name.

5.3 Annual Statements : Participants will receive annual statements showing the status of their Accounts.

ARTICLE VI — BENEFITS

6.1 At Retirement:

(a) Subject to Section 6.1(b) below, a Participant may elect that distribution of his or her Account at Retirement be in one of the following forms:

(i) Installments . A Participant may elect to receive payment of his or her Account balance (with such Account balance credited with interest through the end of the month prior to the month which includes the Participant’s Retirement, and with such adjusted Account balance then increased by two percent (2%)) so that complete distribution of this Account balance, determined utilizing the Interest Credit rate in effect as of December 31 of the preceding Plan Year, occurs in 180 substantially equal monthly payments. In the event the Participant does not survive to receive 180 monthly payments, payments will continue to his or her Beneficiary for the remaining period.


Participant’s Age	% Reduction
55		20
56		19
57		18
58		17
59		16
60		15
61		13
62		12
63		10
64		9
65 or older		8

6.2 At Death Before Retirement : In the event a Participant dies prior to Retirement, his or her Beneficiary will receive a survivor income benefit payable monthly for 15 years to commence as soon as administratively feasible following the Participant’s death. The payments will be computed as provided in Section 6.1(a)(i) (with the Participant’s Account balance credited with interest through the end of the month prior to the month which includes the Participant’s death), but without regard to a two percent (2%) Account balance increase unless the Participant died on or after his or her Retirement Date.

6.4 No In-Service Election: Except as provided in Section 7.1, there shall be no in-service distribution elections.

6.5 Timing of Payment : Subject to Section 10.3(b), payments under this Article VI shall commence, or be made, within five (5) days after the Participant’s Retirement.

ARTICLE VII — ACCOUNT WITHDRAWALS

ARTICLE VIII — CHANGE OF CONTROL OF COMPANY

8.1 Lump Sum Distribution; Continued Participation :

8.2 Change of Control Definition : For purposes of this Plan, the term “Change of Control” of the Company means:

(c) 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, (i) 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, (ii) 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, 30% 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 (iii) 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

ARTICLE IX — ADMINISTRATION; BENEFIT CLAIMS

(a) The Administrator’s interpretation and construction of the Plan, and actions thereunder, shall be binding and conclusive on all persons and for all purposes.

9.2 Claims Procedures :

(a) Any claimant believing him/herself to be entitled to benefits under this Plan may file a written claim for benefits with the Administrator setting forth the benefits to which he/she feels entitled and the reasons therefor. Within ninety (90) days after receipt of a claim for benefits, the Administrator shall determine the claimant’s right, if any, to the benefits claimed, shall give the claimant written notice of its decision unless the Administrator determines that special circumstances require an extension of time to process the claim. If such an extension is required, the claimant will receive a written notice from the Administrator indicating the reason for the delay and the date the claimant may expect a final decision, which shall be no more than 180 days from the date the claim was filed. If the claim is denied in whole or in part, the written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information

(b) Any claimant whose claim for benefits has been denied by the Administrator may appeal to the Benefits Administrative Committee (or its delegate) for a review of the denial by making a written request therefore within sixty (60) days of receipt of a notification of denial. Any such request may include any written comments, documents, records and other information relating to the claim and may include a request for “relevant” documents to be provided free of charge. The claimant may, if he or she chooses, request a representative to make such written submissions on his or her behalf.

ARTICLE X- MISCELLANEOUS

10.2 Unfunded Top-Hat Plan :

10.3 Tax Matters :

and installment or annuity payments will be payable thereafter as if the six (6) month delay had not occurred. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state, or local tax laws or regulations.

(c) If, for any reason, all or any portion of a Participant’s benefit under this Plan becomes taxable to the Participant prior to receipt, the Administrator may distribute to such Participant a portion of his or her Account balance:

(i) for payment of state, local or foreign taxes and the income tax withholding related to such state, local and foreign tax amount;

(iii) required to be included in income as result of Section 409A of the Code.

Any distributions under this Section shall affect and reduce the Account balance to be paid to the Participant under this Plan.

respect to the Participant’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Participant pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

10.5 Successors and Assigns :

10.7 Governing Law and Rules of Construction : To the extent not governed by federal law, this Plan shall be construed according to the laws of Wisconsin, and neither the Administrator, the Benefits Administrative Committee, the Company nor the Plan shall be under any duty or obligation to account to any court other than a court in Wisconsin. Reference to a section of the Code or of ERISA includes that section and any comparable section or sections of any future legislation that amends, supplements or supersedes that section, as well as to any regulation pertaining to that section.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 17th day of October, 2008.


	SENSIENT TECHNOLOGIES CORPORATION
	By /s/ Douglas S. Pepper
	Douglas S. Pepper
	Vice President-Administration



ATTEST:
By:		/s/ John L. Hammond

Exhibit 10.6(a)

SENSIENT TECHNOLOGIES FROZEN SUPPLEMENTAL BENEFIT PLAN

(Amended and Restated as of December 31, 2004)

SENSIENT TECHNOLOGIES FROZEN SUPPLEMENTAL BENEFIT PLAN

Section 1. Purpose .

The Sensient Technologies Corporation Supplemental Benefit Plan, (the “Original Plan”) was initially established 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 Saving Plan, and the Retirement 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.

Following the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (1) the Original Plan was frozen, as amended and restated herein, to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code (the “Plan”); and (2) a new, ongoing supplemental benefit plan subject to Section 409A of the Code was adopted with respect to benefits vesting and accruing on and after January 1, 2005.

This Plan is intended to be operated in accordance with the provisions of the Original Plan as in effect as of December 31, 2004. All benefits under the Original Plan that were vested and accrued as of December 31, 2004, together with all subsequent earnings thereon, are governed under this Plan. No new participants are allowed after December 31, 2004 and no supplements may be allocated after that date.

Section 2. Definitions .

(a) “Administrator” means the Vice President of Administration of the Company.

(b) “Benefits Administrative Committee” means the Benefits Administrative Committee of the Company appointed by the Chief Executive Officer of the Company.

(d) “Company” means Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation.

(e) “Employer” means the Company and any subsidiary or affiliate of the Company.

(f) “Executive” means an employee of an Employer whose benefits under the Plan are vested and accrued as of the Freeze Date and who is specifically listed on the attached Appendix A. No employees may be eligible for or may begin participation in the Plan following the Freeze Date.

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(g) “Freeze Date” means December 31, 2004.

(h) “Plan Account” means the bookkeeping account maintained by the Administrator and credited to each Executive, of the amount vested and accrued as of the Freeze Date, as set forth on the attached Appendix A, as further adjusted by earnings after such date.

(i) “Rabbi Trust” means the trust established pursuant to the Trust Agreement dated January 18, 1988 between the Company and Marshall & Ilsley Trust Company which applies to various nonqualified deferred compensation programs for employees of the Company.

(j) “STC Stock” means common stock of the Company and/or noncallable preferred stock of the Company which is convertible into common stock of the Company.

Section 3. Valuation Adjustments to Plan Account.

(a) The Administrator shall maintain a bookkeeping record of the Plan Account for each Executive. The amount in each Account shall be adjusted from time to time by the adjustments for valuation specified below.

(b) The portions of a Plan Account attributable to the ESOP Supplement shall reflect the actual investment performance of the Executive’s account under the ESOP. In the event the Executive has no such account, the ESOP Supplement shall reflect the actual investment performance of the STC Stock account under the ESOP. The portions of the Plan Account attributable to the Transition Plan Supplement and, after September 30, 1989 the Retirement Plan Supplement shall reflect the actual investment performance of the STC Stock Account under the ESOP.

(c) The portion of a Plan Account attributable to the Savings Plan Matching Supplement shall reflect the actual investment performance of the Executive’s Company matching contribution account under the Savings Plan.

(d) With respect to the Rabbi Trust pursuant to Section 5 below, the actual earnings of the assets in the Rabbi Trust shall be irrelevant with respect to the value of an Executive’s Plan Account except as described in (b) above. The adjustments to a portion of a Plan Account attributable to a particular supplement, as required above shall be made on the same dates that the valuations are conducted for the plan to which the particular supplement relates or more frequently as determined by the Administrator.

Section 4. Benefit Payments.

(a) Distribution of the Plan Account of an Executive shall be made in a lump sum cash payment within sixty (60) days after the end of the calendar quarter in which occurs the Executive’s separation from service with the Employers.

(b) In the event the Executive dies prior to receipt of the Executive’s Plan Account and while employed with the Employers, the amount of such Plan Account shall be paid to the beneficiary designated by the Executive in a lump sum cash payment within sixty (60)

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days after the end of the calendar quarter in which the Executive’s death occurs or in which any needed resolution as to beneficiary status is finalized. A beneficiary may be designated by the Executive by a written statement to such effect filed with the Administrator. In the event no beneficiary is validly designated or the designated beneficiary predeceased the Executive, the Executive’s estate shall be the beneficiary hereunder.

(c) In the event the Rabbi Trust invests in STC Stock as an asset attributable to the Plan, an Executive or beneficiary eligible for a cash lump sum payment may elect to receive such distribution in STC Stock in lieu of cash, but not in excess of the portion of the STC Stock owned by the Rabbi Trust attributable to the Executive’s Plan Account.

Section 5. Rabbi Trust.

(a) The Plan Account is utilized solely for recordkeeping purposes to measure and determine of the amount to be paid to an Executive hereunder. Neither the Plan Accounts nor any other reserve established on the Company’s books to reflect the liabilities under this Plan shall constitute or be treated as a trust fund of any kind.

(b) Notwithstanding (a) above, the Company shall periodically fund the Rabbi Trust in order to maintain sufficient assets therein to equal the value from time to time of the Plan Accounts.

(c) In the event the Rabbi Trust invests in STC Stock as an asset attributable to the Plan, prior to an occasion for the exercise of STC Stock voting rights, the Administrator shall provide or cause to be provided to each Executive notification of such occasion together with any other information being provided by the Company to its shareholders with respect to such occasion. Each Executive is entitled to direct the manner in which the portion of the STC Stock owned by the Rabbi Trust attributable to his Plan Account is to be voted on such occasion. Any fractional share of STC Stock attributable to an Executive’s Plan Account or any STC Stock for which no voting direction is received shall not be voted.

(d) In the event of any tender offer for shares of STC Stock held in the Rabbi Trust attributable to the Plan, the Administrator shall provide each Executive with notification of such tender offer together with any other information being provided to Company shareholders in connection with the tender offer. Each Executive is entitled to direct whether or not and, if so, to what extent the portion of the STC Stock held by the Rabbi Trust attributable to his Plan Account is to be tendered in response to such tender offer. With respect to any STC Stock for which no direction is received, no action shall be taken.

Section 6. Inter-Employer Reimbursements.

Although any benefit payments or contributions to the Rabbi Trust hereunder shall be made by the Company, it shall be determined by the Administrator whether any portion thereof is allocable to any other Employer on account of its employment of the applicable Executive. In any such case, the Company shall be reimbursed by such other Employer in the amount and manner determined by the Administrator pursuant to uniformly applicable procedures.

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Section 7. Non-Alienation of Benefits.

Neither an Executive nor his designated beneficiaries shall have the power to transfer, assign, anticipate or otherwise encumber in advance any of the payments provided in this Plan; nor shall any of said payments, nor any assets or funds of the Company or any Employer be subject to seizure for the payment of any of the Executive’s or his beneficiaries’ judgments, alimony or separate maintenance or be reached or transferred by operation of law in the event of the bankruptcy or insolvency of the Executive or any beneficiary. Notwithstanding the preceding sentence, pursuant to rules comparable to those applicable to qualified domestic relations orders (“QDROs”), as determined by the Administrator, the Administrator may direct a distribution, prior to any distribution date otherwise described in the Plan, to an alternate payee (as defined under the rules applicable to QDROs).

Section 8. Tax Matters:

(b) It is the Company’s intention that all distributions, payments and benefits under this Plan will be grandfathered under Section 409A of the Code as of the Freeze Date, and the Plan shall be interpreted, operated and administered accordingly. To the extent that any provision of the Plan, or the exercise of any discretion under this Plan by the Company, the Board or the Administrator, would constitute a “material modification” of the Plan within the meaning of Section 409A of the Code, such provision or exercise of discretion will be deemed null and void to the extent necessary to maintain the Plan’s grandfathered status under Section 409A of the Code.

Section 9. Administration.

The Administrator shall have all such powers that may be necessary to carry out the provisions of the Plan, including without limitation, the power to delegate administrative matters to other persons, to construe and interpret the Plan, to adopt and revise rules, regulations and forms relating to and consistent with the Plan’s terms, and to make any other determination which it deems necessary or advisable for the implementation and administration of the Plan. All decisions and determinations by the Administrator shall be final, binding and conclusive as to all parties, including without limitation any Executive and all other employees and persons.

Section 10. Claims Procedures:

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180 days from the date the claim was filed. If the claim is denied in whole or in part, the written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s appeal procedure and a statement of the claimant’s right to bring an action under the Employee Retirement Income Security Act of 1974, as it may be amended, and regulations thereunder (“ERISA”) Section 502(a) following an adverse determination on appeal.

(A) Within 60 days after receipt of a request for an appeal, the Benefits Administrative Committee (or its delegate) shall notify the claimant in writing of its final decision. If the Benefits Administrative Committee (or its delegate) determines that special circumstances require additional time for processing, the Benefits Administrative Committee (or its delegate) may extend such 60 day period, but not by more than an additional 60 days, and shall notify the claimant in writing of such extension. If the period of time is extended due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on appeal shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

(B) In the case of an adverse benefit determination on appeal, the Benefits Administrative Committee (or its delegate) will provide written notification to the claimant, set forth in a manner calculated to be understood by the claimant, of: (A) the specific reason or reasons for the adverse determination on appeal; (B) the specific Plan provisions on which the denial of the appeal is based; (C) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information “relevant” to the claimant’s claim for benefits; and (D) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

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in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; or (iii) demonstrates compliance with the administrative processes and safeguards required in making the benefit determination.

Section 11. Limitation of Rights Against the Employers.

Participation in this Plan, or any modifications thereof, or the payments of any benefits hereunder, shall not be construed as giving to any Executive any right to be retained in the service of the Employers, limiting in any way the right of the Employers to terminate such Executive’s employment at any time, evidencing any agreement or understanding express or implied, that the Employers will employ such Executive in any particular position or at any particular rate of compensation and/or guaranteeing such Executive any right to receive any other form or amount of remuneration from the Employers.

Section 12. Construction.

The Plan shall be construed, administered and governed in all respects under and by the laws of the State of Wisconsin, except to the extent preempted by ERISA. Wherever any words are used herein in the masculine, they shall be construed as though they were used in the feminine for all cases where they would so apply; and wherever any words are used herein in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. The words “hereof”, “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire document and not to any particular paragraph.

Section 13. Amendment or Termination of the Plan.

The Board shall have the right to amend, modify, terminate or discontinue the Plan at any time and such action shall be final, binding and conclusive as to all parties, including any Executive, any beneficiary thereof and all other Employers’ employees and persons; provided, however, that no such action shall constitute a material modification, as defined in Section 409A of the Code.

Section 14. Relationship to Employment Agreements.

Except as otherwise expressly provided herein, this Plan does not affect the rights of any Executive under any employment or other compensation agreement with an Employer covering such Executive.

Section 15. Successors and Assigns.

The terms and conditions of the Plan shall be binding upon the successors and assigns of the Employer, including without limitation any entity into which an Employer may be merged or with which an Employer may be consolidated.

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 22nd day of October, 2008.


	SENSIENT TECHNOLOGIES CORPORATION
	By /s/ Douglas S. Pepper
	Douglas S. Pepper
	Vice President-Administration



ATTEST:
By:		/s/ John L. Hammond

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Sensient Technologies Frozen Supplemental Benefit Plan

APPENDIX A

List of Executives and Plan Account as of the Freeze Date


Executive	Plan Account as of Freeze Date
	$	1,163,667.11
	$	306,753.34
	$	82,841.08
	$	11,221.34
	$	5,052.79

Exhibit 10.6(b)

SENSIENT TECHNOLOGIES SUPPLEMENTAL BENEFIT PLAN

(Effective as of January 1, 2005)

SENSIENT TECHNOLOGIES SUPPLEMENTAL BENEFIT PLAN

Section 1. Purpose .

The Sensient Technologies Corporation Supplemental Benefit Plan (the “Original Plan”) was initially established 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 Saving Plan, and the Retirement 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.

Following the enactment of Section 409A of the Code: (1) the Original Plan was frozen to maintain grandfathered benefits as of December 31, 2004 to the extent permitted under Section 409A of the Code; and (2) this Sensient Technologies Supplemental Benefit Plan was established as an ongoing plan subject to Section 409A of the Code with respect to benefits vesting and accruing on and after January 1, 2005, together with earnings on such benefits. All benefits under this Plan are subject to Section 409A of the Code and any guidance issued thereunder. If any decision by the Internal Revenue Service, or issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority, results in any benefits under the Original Plan not being considered as grandfathered under Section 409A of the Code, such benefits under the Original Plan shall be covered by and subject to all terms and conditions of this Plan.

Section 2. Definitions .

(a) “Administrator” means the Vice President of Administration of the Company.

(b) “Benefits Administrative Committee” means the Benefits Administrative Committee of the Company appointed by the Chief Executive Officer of the Company.

(d) “Company” means Sensient Technologies Corporation (formerly known as Universal Foods Corporation), a Wisconsin corporation.

(e) “Deferred Compensation Limit” means the limitations, if any, imposed under the Code on the recognition by qualified retirement plans of the amount of any direct cash compensation deferred pursuant to the Sensient Technologies Corporation Executive Income Deferral Plan and the Sensient Technologies Corporation Management Income Deferral Plan.

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(f) “Effective Date” means January 1, 2005.

(g) “Employer” means the Company and any subsidiary or affiliate of the Company.

(h) “ESOP” means the Sensient Technologies Retirement Employee Stock Ownership Plan as amended from time to time.

(i) “Executive” means an elected officer of an Employer who is specifically designated by the Chief Executive Officer of the Company as participating in this Plan.

(j) “415 Limit” means the limitations imposed by Code Section 415 on benefits and/or contributions for qualified retirement plans.

(k) “Plan Account” means a bookkeeping account maintained by the Administrator for each Executive to reflect the supplements allocated to the Executive under the Plan.

(l) “Rabbi Trust” means the trust established pursuant to the Trust Agreement dated January 18, 1988 between the Company and Marshall & Ilsley Trust Company which applies to various nonqualified deferred compensation programs for employees of the Company.

(m) “Savings Plan” means the Sensient Technologies Corporation Savings Plan as amended from time to time.

(n) “Transition Plan” means the Sensient Technologies Transition Retirement Plan as amended from time to time.

(o) “$200,000 Limit” means the limitation imposed by Code Section 401(a)(17), as adjusted, on a participant’s annual compensation for purposes of calculating benefits under qualified retirement plans.

(p) “STC Stock” means common stock of the Company and/or noncallable preferred stock of the Company which is convertible into common stock of -the Company.

Section 3. Savings Plan Matching Supplement .

Subject to Section 6(e), an Executive’s Plan Account shall be allocated an amount as of each December 31 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:

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	(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.

Section 4. ESOP Supplement .

Subject to Section 6(e), an Executive’s Plan Account shall be allocated an amount as of each December 31 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.

Section 5. Transition Supplement .

Subject to Section 6(e), an Executive’s Plan Account shall be allocated an amount each December 31 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 Administrator. This Transition Supplement shall be the Executive’s applicable dollar amount for such year as specified in Appendix A attached hereto.

Section 6. Valuation Adjustments to Plan Account.

(a) The Administrator shall maintain a bookkeeping record of the Plan Account for each Executive. The amount in each Account shall be adjusted from time to time by the allocations provided in Sections 3, 4 and 5 above, the distributions provided in Section 7 below, and the adjustments for valuation specified below.

(b) The portions of a Plan Account attributable to any supplement with respect to the ESOP and the Transition Plan shall reflect the actual investment performance of the Executive’s account under the ESOP.

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(d) With respect to the Rabbi Trust pursuant to Section 8 below, the actual earnings of the assets in the Rabbi Trust shall be irrelevant with respect to the value of an Executive’s Plan Account except as described in (b) above. The adjustments to a portion of a Plan Account attributable to a particular supplement, as required above shall be made on the same dates that the valuations are conducted for the plan to which the particular supplement relates or more frequently as determined by the Administrator.

(e) An Executive’s Plan Account shall be allocated an amount under Section 3, 4 or 5 only if the Executive: (i) was employed by the Employers on December 31 of the year in which the allocation is made; or (ii) ceased employment due to the Executive’s death, retirement or disability (as defined under the Company’s long-term disability plan).

Section 7. Benefit Payments.

(a) An Executive shall only be vested in the Plan Account if such Executive is vested pursuant to the terms of the ESOP. Consistent with Section 7.12 of the ESOP, the Plan Accounts shall be fully vested and nonforfeitable in the event of a “change of control of the Company” which for this purpose 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 subsection (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 subsection (iii) of this Section; 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

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			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.

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(b) Subject to Section 11(b), distribution of the vested Plan Account of an Executive shall be made in a lump sum cash payment within five (5) days after the end of the calendar quarter in which occurs the Executive’s separation from service with the Employers, as determined under Section 409A of the Code.

(c) In the event the Executive dies prior to receipt of the Executive’s Plan Account and either (i) the Executive’s Account is vested pursuant to (a) above or (ii) the Executive dies while employed with the Employers, the amount of such Account shall be paid to the beneficiary designated by the Executive in a lump sum cash payment within five (5) days after the end of the calendar quarter in which the Executive’s death occurs or in which any needed resolution as to beneficiary status is finalized. A beneficiary may be designated by the Executive by a written statement to such effect filed with the Administrator. In the event no beneficiary is validly designated or the designated beneficiary predeceased the Executive, the Executive’s estate shall be the beneficiary hereunder.

(d) In the event the Rabbi Trust invests in STC Stock as an asset attributable to the Plan, an Executive or beneficiary eligible for a cash lump sum payment may elect to receive such distribution in STC Stock in lieu of cash, but not in excess of the portion of the STC Stock owned by the Rabbi Trust attributable to the Executive’s Plan Account.

Section 8. Rabbi Trust.

(b) Notwithstanding (a) above, the Company shall periodically fund the Rabbi Trust in order to maintain sufficient assets therein to equal the value from time to time of the Plan Accounts.

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direct whether or not and, if so, to what extent the portion of the STC Stock held by the Rabbi Trust attributable to his Plan Account is to be tendered in response to such tender offer. With respect to any STC Stock for which no direction is received, no action shall be taken.

Section 9. Inter-Employer Reimbursements.

Section 10. Non-Alienation of Benefits.

Section 11. Tax Matters:

(b) It is the intention of the Company that this Plan comply with the requirements of Section 409A of the Code and any guidance issued thereunder, and the Plan shall be interpreted, operated and administered accordingly. If an Executive is a “specified employee” or “key employee” within the meaning of Section 409A of the Code and the Company continues to be or is publicly traded at the time of the Executive’s separation from service with the Company within the meaning of Section 409A of the Code, payments under this Plan will not be made until the earlier of the date that is six months following the Executive’s separation from service or, the Executive’s date of death, at which time all delayed payments will be paid as if the six month delay had not occurred. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code or federal, state or local tax laws or regulations.

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(c) If, for any reason, all or any portion of an Executive’s Plan Account under this Plan becomes taxable to the Executive prior to receipt, the Administrator may distribute to such Executive a portion of his or her Plan Account:

	(i)		for payment of state, local or foreign taxes and the income tax withholding related to such state, local and foreign tax amount;

	(ii)		for payment of employment taxes (to the extent necessary to pay the Federal Insurance Contributions Act tax amount (the “FICA Amount”) and any Federal, state, local or foreign income tax withholding on the FICA Amount); and/or

	(iii)		required to be included in income as a result of Section 409A of the Code.

Any distribution under this Section shall affect and reduce the amount to be paid to the Executive under this Plan.

(d) The Company shall indemnify the Executive if the Executive incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code under this Plan and/or the Original Plan (an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Executive), (2) the Company’s failure to administer this Plan and/or the Original Plan in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the applicable Plan Document in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Executive if (x) the Company has made a reasonable, good faith attempt to maintain the applicable Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the applicable Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the applicable Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the applicable Plan Document to bring the applicable Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

(i)

In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Executive for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Executive incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation under this Plan and/or the Original Plan), and (2) any interest or penalty that is assessed with respect to the Executive’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Executive pays the 20% additional

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			income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).
	(ii)		In addition, in the event of an Indemnified Section 409A Violation, under this Plan and/or the Original Plan, the Company shall make a payment (or payments, in the event of an Indemnified Section 409A Violation under both this Plan and the Original Plan) (the “Section 409A Gross-Up Payment”) to the Executive such that the net amount the Executive retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment(s), shall be equal to the Section 409A Tax. The Executive shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to the Executive hereunder.

Section 12. Administration.

(a) The Administrator shall have all such powers that may be necessary to carry out the provisions of the Plan, including without limitation, the power to delegate administrative matters to other persons, to construe and interpret the Plan, to adopt and revise rules, regulations and forms relating to and consistent with the Plan’s terms, and to make any other determination which he or she deems necessary or advisable for the implementation and administration of the Plan.

(b) All decisions and determinations by the Administrator shall be final, binding and conclusive as to all parties, including without limitation any Executive and all other employees and persons. The Administrator shall calculate the supplements in Sections 3, 4 and 5 hereof in a manner which avoids duplicative benefits.

Section 13. Claims Procedures:

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reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s appeal procedure and a statement of the claimant’s right to bring an action under the Employee Retirement Income Security Act of 1974, as it may be amended, and regulations thereunder (“ERISA”) Section 502(a) following an adverse determination on appeal.

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submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; or (iii) demonstrates compliance with the administrative processes and safeguards required in making the benefit determination.

Section 14. Limitation of Rights Against the Employers.

Section 15. Construction.

The Plan shall be construed, administered and governed in all respects under and by the laws of the State of Wisconsin, except as preempted by ERISA. Wherever any words are used herein in the masculine, they shall be construed as though they were used in the feminine for all cases where they would so apply; and wherever any words are used herein in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. The words “hereof”, “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire document and not to any particular paragraph.

Section 16. Amendment or Termination of the Plan.

The Board shall have the right to amend, modify, terminate or discontinue the Plan at any time; and such action shall be final, binding and conclusive as to all parties, including any Executive, any beneficiary thereof and all other Employers’ employees and persons, provided that any such termination shall comply with Treas. Reg. §1.409A-3(j)(4)(ix). Notwithstanding the foregoing, any such Board action to terminate or discontinue the Plan or to change the payment amounts or the time and manner of payment thereof as then provided in the Plan shall not be effective and operative with respect to benefits accrued as of such date, unless and until written consent thereto is obtained from each Executive affected by such action or, if any such Executive is not then living, from the beneficiary thereof.

Section 17. Relationship to Employment Agreements.

Except as otherwise expressly provided herein, this Plan does not affect the rights of any Executive under any employment or other compensation agreement with an Employer covering such Executive.

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Section 18. Successors and Assigns.

The terms and conditions of the Plan, as amended and in effect from time to time, shall be binding upon the successors and assigns of the Employer, including without limitation any entity into which an Employer may be merged or with which an Employer may be consolidated.

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 24th day of October, 2008.


	SENSIENT TECHNOLOGIES CORPORATION
	By /s/ Douglas S. Pepper
	Douglas S. Pepper
	Vice President-Administration



ATTEST:
By:		/s/ John L. Hammond

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Sensient Technologies Supplemental Benefit Plan
Transition Supplement – Applicable Dollar Amount
APPENDIX A


Executive	Applicable Dollar Amount
	$	1,722.43

Exhibit 10.7

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR CORPORATE MANAGEMENT

I.		THE PLAN

		The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Corporate Management. The purpose of this Plan is to promote the interests of the shareholders and to provide incentive to those corporate management employees who can contribute most to the profitability of the Company. It is separate and distinct from other Company incentive plans currently in effect.

II.		DEFINITIONS

		In this Plan, the terms used will have the following definitions:

	A.		“Board of Directors” means the Board of Directors of the Company.

	B.		“Bonus Award” means a lump-sum cash award paid no later than March 15 ^th of the Fiscal Year following the Fiscal Year during which the Bonus Award was earned.

	C.		“Bonus Provision” means monies available for distribution as a Bonus Award as the result of the operation of this Plan.

	D.		“Company” means Sensient Technologies Corporation.

	E.		“Employee” means any employee regularly employed by the Company, and paid on a salary basis.

	F.		“Fiscal Year” means each twelve (12) consecutive month period beginning on January 1 and ending on December 31.

	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.

	H.		“Independent Auditors” means with respect to any Fiscal Year, the independent public accountants appointed by the Board of Directors to certify to the Board of Directors the financial statements of the Company.

	I.		“Earnings per share” is defined as net basis earnings per share, as shown in the Company’s Statement of Consolidated Earnings as certified by the Company’s Independent Auditors. Earnings per share shall be further adjusted for extraordinary items of income or expense if, in the opinion of the Chairman and Chief Executive Officer, it is appropriate to do so.

	J.		“Plan” means this Sensient Technologies Corporation Management Incentive Plan for Corporate Management.

	K.		“Subsidiary” means with respect to any year, any corporation in which the Company owns a stock interest of more than 50%, and the financial results of whose operations are consolidated with those of the Company in the financial statements included in the annual report to shareholders for that year.

III.		PLAN ADMINISTRATION

		The Board of Directors of the Company has delegated to the Chairman and Chief Executive Officer the authority to adopt eligibility and other rules not inconsistent with the provisions of the Plan (hereinafter referred to as the “Regulations” and attached hereto as “Exhibit A”) for the administration thereof and to alter, amend, or revoke any Regulations so adopted.

IV.		PLAN PARTICIPATION

	A.		At the beginning of the Fiscal Year, the Chairman and Chief Executive Officer shall determine who should participate in the Plan for that Fiscal Year.

	B.		Not all management employees need be selected as participants, and selection as a participant one year does not automatically ensure selection in future years, if such Plans should be implemented.

	C.		At the end of each Fiscal Year, the Chairman and Chief Executive Officer shall determine the amount of Bonus Award each participant in the Plan should receive for that Fiscal Year.

	D.		The Chairman and Chief Executive Officer’s selection of the Employees to whom a Bonus Award shall be made and his determination of the amount of each such Bonus Award shall be final.

	E.		This Plan is not a part of the Company’s regular compensation plan nor is it part of the Employee’s regular compensation.

V.		BONUS AWARDS

		The performance measurement upon which the Bonus Award is based is determined in accordance with the Regulations for each Fiscal Year.

VI.		SUCCESSORS AND ASSIGNS

		If the Company sells, assigns or transfers all or substantially all of its business and assets to any person, excluding affiliates of the Company, or if the Company merges into or consolidates or otherwise combines with any person 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 person which is either the acquiring or successor corporation,

		and such person(s) shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Plan upon the Company.

		In case of such assignment by the Company and of such assumption and agreement by the Company and of such person(s), all further rights as well as all other obligations of the Company under this Agreement thenceforth shall cease and terminate and thereafter the expression “the Company” wherever used herein shall be deemed to mean such person(s).

VII.		PLAN AMENDMENTS

		The Chairman and Chief Executive Officer may suspend or discontinue the Plan at any time.

Exhibit A – Regulations

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
REGULATIONS Fiscal Year 2008

These Regulations apply to the Management Incentive Plan for Corporate Management for the Fiscal Year January 1, 2008 through December 31, 2008.

1.		Participants will be notified of their selection and be provided with a copy of the Plan with specific provisions related to their level of participation.

2.		An Employee may be selected as a participant after the beginning of a Fiscal Year and, if eligible, may receive a Bonus Award prorated to reflect duration of Plan participation, paid at the same time as all other Bonus Awards under the Plan.

3.		A participant may receive a Bonus Award based on prorated participation in more than one plan if eligible to do so under provisions of the plan(s).

4.		The Bonus Award granted to individual participants shall be based upon achievement of defined EPS objectives.

5.		The bonus award amount may, at the sole discretion of the Chairman and Chief Executive Officer, be adjusted up or down by five to twenty percent (5% to 20%) to recognize individual performance.

6.		If an Employee ceases to be a Plan participant during the Fiscal Year, but remains in the Company’s service, the Employee may, at the discretion of the Chairman and Chief Executive Officer, receive a pro-rata Bonus Award based upon the number of months spent as a participant, paid at the same time as all other Bonus Awards under the Plan.

7.		The Bonus Award shall not be paid to participants who resigned or were discharged for cause prior to their receiving the Bonus award unless the Chairman and Chief Executive Officer decides otherwise.

8.		If an Employee ceases to be a Plan participant during the Fiscal Year as a result of death, disability, or retirement under the Company’s ESOP, the Employee or his/her estate may, at the discretion of the Chairman and Chief Executive Officer, receive a pro-rata Bonus Award based upon the number of months spent as a participant, paid at the same time as all other Bonus Awards under the Plan.

		In such cases, the Chairman and Chief Executive Officer may increase the Bonus Award up to, but not in excess of, the amount that would have been earned for a full year of participation.

Exhibit B – Performance Measures

CORPORATE MANAGEMENT
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
PERFORMANCE MEASURES Fiscal Year 2008


NAME :		TITLE :

Maximum Bonus Award as Percentage
of Fiscal Year Salary


TARGET			%

MAXIMUM			%

Exhibit C – Performance Measures — Schedule

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
PERFORMANCE MEASURES-SCHEDULE Fiscal Year 2008

GUIDELINES

Upon the determination of the amount of the Bonus Provision for the Fiscal Year, an amount may be awarded by the Chairman and Chief Executive Officer as a Bonus Award to selected Plan participants according to the following guidelines:

	1.		Formula Award

			The Fiscal Year 2008 objective is to attain a Corporate Earnings Per Share of $1.73 (Target).


Diluted Earnings Per Share
(EPS) Target		% of Formula Award Earned
1.56		30%
1.57		32%
1.58		34%
1.59		36%
1.60		38%
1.61		40%
1.62		42%
1.63		45%
1.64		50%
1.65		55%
1.66		60%
1.67		65%
1.68		70%
1.69		75%
1.70		80%
1.71		85%
1.72		90%
1.73		100%
1.74		110%
1.75		120%
1.76		130%
1.77		140%
1.78		150%
1.79		160%
1.80		170%
1.81		180%
1.82		190%
1.83		200%

Special Adjustments

Upon the recommendations of the Senior Corporate Officers, the Chairman and Chief Executive Officer may approve special adjustments to Earnings Per Share necessary to give consideration to unbudgeted and/or unplanned situations which developed after finalization of the operating budget. Such adjustments will be submitted for consideration only if required to correct major inequities.

Exhibit D — Additional Incentive Components

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
ADDITIONAL INCENTIVE COMPONENTS — Fiscal Year 2008

I.		Background: The addition of four incentive components. There will be an incremental 15% of a participant’s target given for each additional incentive component if the established targets are achieved. This allows participants to achieve an incremental incentive of 15% of target for each additional incentive component.

II.		Definitions:

	A.		“Selling, General and Administrative (SGA)” means selling and administrative costs as reported in the Company’s quarterly and annual SEC filings.

	B.		“Cash Flow” means net cash provided by operating activities as reported in the Company’s quarterly and annual SEC filings.

	C.		“Working Capital” means the quarterly average of the sum of net trade accounts receivable and inventories less the sum of trade accounts payable and other accrued expenses as reported in the Company’s quarterly and annual SEC filings.

	D.		“Return on Invested Capital” means the operating income on an after-tax basis, using actual effective tax rate for the year, divided by the sum of the quarterly average of the total debt and equity balances for the year. For the purposes of this calculation, debt will be net of any cash or marketable securities.

III.

Additional Incentive Components include:

	•		SG&A Expense Reduction: If the Corporation achieves the approved minimum SG&A threshold percentage (SG&A as a percentage of revenue), then Corporate participants will receive the 15% addition to their Target.

	•		Cash Flow Improvement: If the Corporation achieves the approved Targeted Average Cash Flow, then Corporate participants will receive the 15% addition to their Target.

	•		Working Capital: If the Corporation achieves the approved minimum Working Capital amount, then Corporate participants will receive the 15% addition to their Target.

	•		Return on Invested Capital: If the Corporation achieves the approved minimum Return on Invested Capital amount, then Corporate participants will receive the 15% addition to their Target.

IV.

Each additional incentive component is an all or nothing arrangement. If the additional incentive component is exceeded, then 15% is the maximum that is awarded. A cumulative maximum payout for a participant is 200%.

Exhibit D – Additional Incentive Components

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR CORPORATE MANAGEMENT
ADDITIONAL INCENTIVE COMPONENTS — Fiscal Year 2008


V.	Approved Group/Division/Business Unit/Unit	Corporate
	Weighted Target Percentage		100	%
	Targeted SG&A Threshold		17.9	%
	Targeted Average Cash Flow	$	110,465,000
	Targeted Average Working Capital Threshold		*
	Targeted Return on Invested Capital Threshold		8.4	%


*		The increase in Average Working Capital over the prior year must be 150 basis points less than the percentage increase in sales over the prior year. Prior year Sales and Average Working Capital balances are $1,184,778,000 and $398,076,000, respectively.

Exhibit 10.8

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR GROUP/DIVISION MANAGEMENT

I.		THE PLAN

		The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Group/Division Management. The purpose of the Plan is to promote the interests of the shareholders and to provide incentive to those Group/Division management employees who can contribute most to the profitability of the Company. It is separate and distinct from other Company incentive plans currently in effect.

II.		DEFINITIONS

		In this Plan, the terms used will have the following definitions:

A.		“Actual Average Assets Managed” means the twelve-month average of month-end balances of key assets and liabilities subject to Group/Division, Business Unit or Unit control, as defined in Exhibit B, 2b) and c).

B.		“Actual Sales Operating Profit” means profit reported on the Company’s sales operating reports, as defined in Exhibit B, 2a) and c).

C.		“Bonus Award” means a lump-sum cash award paid no later than March 15 ^th of the Fiscal Year following the Fiscal Year during which the Bonus Award was earned.

D.		“Business Unit” means a segmented profit center within a Group/Division.

E.		“Unit” means a segmented profit center within a Business Unit.

F.		“Company” means Sensient Technologies Corporation.

G.		“Group/Division” means a business entity designated as such by the Company normally segmented based on product line.

H.		“Employee” means any employee regularly employed by the Company or any of its subsidiaries, and paid on a salary basis.

I.		“Fiscal Year” means each twelve (12) consecutive month period beginning on January 1 and ending on December 31.

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.

K.		“Plan” means this Sensient Technologies Corporation Management Incentive Plan for Group/Division Management.

L.		“Targeted Average Assets Managed” means the Group/Division, Business Unit or Unit Targeted Average Assets Managed scheduled per Exhibit C.

M.		“Targeted Sales Operating Profit” means the Group/Division, Business Unit or Unit profit objective scheduled per Exhibit C.

N.		“Weighted Target Percentage” means the percentage allocation of the maximum Bonus Award indicated on Schedule B and applicable to a Group/Division, Business Unit or Unit.

III.		PLAN ADMINISTRATION

		The Board of Directors of the Company has delegated to the Chairman and Chief Executive Officer the authority to adopt eligibility and other rules not inconsistent with the provisions of the Plan (hereinafter referred to as the “Regulations” and attached hereto as “Exhibit A”) for the administration thereof and to alter, amend, or revoke any Regulations so adopted.

IV.		PLAN PARTICIPATION

		Participation in the Plan shall be in accordance with the Regulations.

	A.		At the beginning of the Fiscal Year, the Chairman and Chief Executive Officer shall determine who should participate in the Plan for that Fiscal Year, based on recommendations from the Group/Division President or other Corporate Officer.

	B.		Not all key Group/Division or Business Unit employees need be selected as participants, and selection as a participant does not ensure selection in future plans, if such plans should be implemented.

	C.		At the end of the Fiscal Year, the Group/Division President shall recommend to the Chairman and Chief Executive Officer the amount of the Bonus Award each participant in the Plan should receive for that Fiscal Year.

	D.		The Chairman and Chief Executive Officer’s selection of the Employees to whom Bonus Awards shall be made and his determination of the amounts of payment shall be final.

	E.		This Plan is not a part of the Company’s regular compensation plan nor is it part of the employee’s regular compensation.

V.		BONUS AWARDS

		The performance measurement upon which the Bonus Award is based is determined in accordance with the Regulations for each Fiscal Year.

VI.		BONUS PROVISION

		All Bonus Awards under this Plan will be budgeted and funded within the operations of the specific Group/Division/Business Unit/Unit in which participants are employed.

VII.		SUCCESSORS AND ASSIGNS

		If the Company sells, assigns or transfers all or substantially all of its business and assets to any person, excluding affiliates of the Company, or if the Company merges into or consolidates or otherwise combines with any person 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 person which is either the acquiring or successor corporation, and such person(s) shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Plan upon the Company.

		In case of such assignment by the Company and of such assumption and agreement by the Company and of such person(s), all further rights as well as all other obligations of the Company under this Agreement thenceforth shall cease and terminate and thereafter the expression “the Company” wherever used herein shall be deemed to mean such person(s).

VIII.		MISCELLANEOUS

		All expenses incurred in interpreting and administering the Plan shall be charged against the Group/Division.

IX.		PLAN AMENDMENTS

		The Chairman and Chief Executive Officer may suspend or discontinue the Plan at any time.

Exhibit A — Regulations

GROUP/DIVISION MANAGEMENT
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP/DIVISION MANAGEMENT
REGULATIONS Fiscal Year 2008

These Regulations apply to the Management Incentive Plan for Group/Division Management for the Fiscal Year January 1, 2008 through December 31, 2008.

1.		Participants will be notified of their selection and be provided with a copy of the Plan with specific provisions related to their Group/Division, Business Unit or Unit and level of participation.

2.		An Employee may be selected as a participant after the beginning of a Fiscal Year and, if eligible, may receive a Bonus Award prorated to reflect duration of Plan participation, paid at the same time as all other Bonus Awards under the Plan.

3.		A participant may receive a Bonus Award based on prorated participation in more than one Group/Division, Business Unit or Unit activity, if eligible to do so under provisions of the plan(s)

4.		The Bonus Award granted to individual participants shall be based upon achievement of defined target objectives (Actual Sales Operating Profit).

5.		The Bonus Award amount may, at the sole discretion of the Chairman and Chief Executive Officer, be adjusted up or down by five to twenty percent (5% to 20%) to recognize individual performance.

6.		If an Employee ceases to be a Plan participant during the Fiscal Year, but remains in the Company’s service, the Employee may, at the discretion of the Chairman and Chief Executive Officer, receive a pro-rata Bonus Award based upon the number of months spent as a participant, paid at the same time as all other Bonus Awards under the Plan.

7.		The Bonus Award shall not be paid to participants who resigned or were discharged for cause prior to their receiving the Bonus Award unless the Chairman and Chief Executive Officer decides otherwise.

8.		If an Employee ceases to be a Plan participant during the Fiscal Year as a result of death, disability, or retirement under the Company’s ESOP, the Employee or his/her estate may, at the discretion of the Chairman and Chief Executive Officer, receive a pro-rata Bonus Award based upon the number of months spent as a participant, paid at the same time as all other Bonus Awards under the Plan.

		In such cases, the Chairman and Chief Executive Officer may increase the Bonus Award up to, but not in excess of, the amount that would have been earned for a full year of participation.

9.		For the purpose of determining the appropriate Plan Award, profit changes due to fluctuation in currency exchange or internal hedges will not be considered. International business unit profit performance will be based upon actual vs. budget comparisons in local currencies.

10.		Upon the recommendations of the Senior Corporate Officers, the Chairman and Chief Executive Officer may approve special adjustments to Incentive Targets necessary to give consideration to unbudgeted and/or unplanned situations which developed after finalization of the operating budget. Such adjustments will be submitted for consideration only if required to correct major inequities.

Exhibit B – Performance Measures

GROUP/DIVISION MANAGEMENT
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP/DIVISION MANAGEMENT
PERFORMANCE MEASURES Fiscal Year 2008


Participant Name:		Bonus Award as Percentage of Fiscal Year Salary:

Title:		Target: % Maximum: %

The method by which the Bonus Awards will be earned has been designed to encourage the following:

	a)		The setting of realistic operating budgets and performance thereto.

	b)		The improvement of return on investment through maximization of profits and careful utilization of corporate assets.

Participants will receive their Bonus Award in accordance with the applicable Group/Division, Business Unit or Unit Schedules (Exhibit C).

	a)		Actual Sales Operating Profit for the Group/Division is the profit reported on the Company’s sales operating reports adjusted by adding back any interest expense, foreign taxes, or goodwill amortization which had been charged against the reported profit.

	b)		Actual Average Assets Managed is the twelve-month average of month-end balances of key assets and liabilities subject to Group/Division control consisting of accounts receivable, inventories, accounts payable, accrued expenses and any other assets or liabilities specifically identifiable with a Group/Division and so specified prior to the beginning of the Fiscal Year (such as advances to suppliers, deferred farming costs, etc.).

	c)		Adjustments

			If the Actual Average Assets Managed for the Group/Division during the Fiscal Year exceed the Targeted Average Assets Managed, the increase will be multiplied by 25% and added to the Targeted Sales Operating Profit as a charge for the use of additional capital.

			If the Actual Average Assets Managed for the Group/Division during the Fiscal Year are less than the Targeted Average Assets Managed, the reduction will be multiplied by 25% and subtracted from the Targeted Sales Operating Profit as a credit for the reduction in capital utilized.

Exhibit C – Performance Measures, Schedule

GROUP/DIVISION MANAGEMENT
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP/DIVISION MANAGEMENT
PERFORMANCE MEASURES-SCHEDULE Fiscal Year 2008


Participant Name:		Title:

Group/Division Name:


ACTUAL SALES OPERATING PROFIT			% OF FORMULA AWARD
AS A % OF TARGET PROFIT			EARNED
	<86	%		0	%
	86	%		30	%
	88	%		35	%
	90	%		40	%
	92	%		45	%
	94	%		50	%
	96	%		60	%
	97	%		70	%
	98	%		80	%
	100	%		100	%
	101	%		110	%
	102	%		120	%
	103	%		130	%
	104	%		140	%
	105	%		150	%
	106	%		160	%
	107	%		170	%
	108	%		180	%
	109	%		185	%
	110	%		190	%
	111	%		195	%
	112	%		200	%


	(000’s omitted)
Approved Group/Division/Business Unit/Unit
Weighted Target Percentage		%
Targeted Sales Operating Profit	$
Targeted Average Assets Managed	$

Exhibit D – Additional Incentive Components

GROUP/DIVISION MANAGEMENT
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP/DIVISION MANAGEMENT
ADDITIONAL INCENTIVE COMPONENTS - Fiscal Year 2008

I.		Background: The addition of two incentive components. For each location that has a formula under MIP, there will be an incremental 15% of a participant’s target given for each additional incentive component if the established targets are achieved. This allows participants to achieve an incremental incentive of 15% of target for each additional incentive component.

II.		Definitions:

	A.		“Selling, General and Administrative (SGA)” means selling and administrative costs as reported in the Corporate financial statements.

	B.		“Cash Flow” means net cash provided by operating activities and is defined as operating profit plus non-cash expenses (depreciation and amortization) adjusted for changes in controllable working capital components as reported in the Corporate consolidation system.

III.

Additional Incentive Components include:

	•		SG&A Expense Reduction: Any location that achieves the approved minimum SG&A threshold percentage (SG&A as a percentage of revenue) will receive the 15% addition to their Target.

	•		Cash Flow Improvement: Any location that achieves the approved Targeted Average Cash Flow will receive the 15% addition to their Target.

IV.


V. Approved Group/Division/Business Unit/Unit
Weighted Target Percentage		%
Targeted SG&A		%
Targeted Average Cash Flow	$

Exhibit 10.9

SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP PRESIDENTS

I.		THE PLAN

		The name of this Plan is the Sensient Technologies Corporation Management Incentive Plan for Group Presidents. The purpose of the Plan is to promote the interests of the shareholders and to provide incentive to the Group Presidents who contribute to the profitability of the Company. It is separate and distinct from other Company incentive plans currently in effect.

II.		DEFINITIONS

In this Plan, the terms used will have the following definitions:

A.		“Actual Average Assets Managed” means the twelve-month average of month end balances of key assets and liabilities subject to Group control, as defined in Exhibit B, II, C and D.

B.		“Actual Sales Operating Profit” means profit reported on the Company’s sales operating reports, as adjusted per Exhibit B, II, B and D.

C.		“Board of Directors” means the Board of Directors of the Company.

D.		“Bonus Award” means a lump-sum cash award paid no later than March 15 ^th of the Fiscal Year following the Fiscal Year during which the Bonus Award was earned.

E.		“Business Unit” means a segmented profit center within a Group.

F.		“Committee” means the committee provided for in Section III.

G.		“Company” means Sensient Technologies Corporation.

H.		“Group” means a business entity designated as such by the Corporation normally segmented based on product line.

I.		“Employee” means any employee regularly employed by the Company or any of its subsidiaries, and paid on a salary basis.

J.		“Fiscal Year” means each twelve (12) consecutive month period beginning on January 1 and ending on December 31.

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

L.		“Plan” means this Sensient Technologies Corporation Management Incentive Plan for Group Presidents.

M.		“Targeted Average Assets Managed” means the Group average assets managed objective scheduled per Exhibit C.

N.		“Targeted Sales Operating Profit” means the Group profit objective scheduled per Exhibit C.

III.		COMMITTEE

		The Compensation and Development Committee of the Company’s Board of Directors (the “Committee”), shall have full power and authority to interpret and administer the Plan in accordance with the Regulations. No member of the Committee shall be eligible to participate in the Plan while a member of the Committee.

IV.		PLAN ADMINISTRATION

		The Committee shall have the power to adopt eligibility and other rules not inconsistent with the provisions of the Plan (hereinafter referred to as the “Regulations” and attached hereto as “Exhibit A”) for the administration thereof and to alter, amend, or revoke any Regulations so adopted.

V.		PLAN PARTICIPATION

		Participation in the Plan shall be in accordance with the Regulations.

A.		At the beginning of each fiscal year, the Chairman and Chief Executive Officer shall submit to the Committee a written list of recommended participants in the Plan for that year.

B.		Not all group presidents need to be selected as participants, and selection as a participant one year does not automatically ensure selection in future years.

C.		At the end of each Fiscal Year the Chairman and Chief Executive Officer shall submit to the Committee a written list of recommendations as to the amount of Bonus Award each participant in the Plan should receive for that Fiscal Year.

D.		The Committee’s selection of the Employees to whom a Bonus Award shall be made and its determination of the amount of each such Bonus Award shall be final.

E.		This Plan is not a part of the Company’s regular compensation plan nor is it part of the Employee’s regular compensation.

VI.		BONUS AWARDS

		The performance measurement upon which the Bonus Award is based is determined in accordance with the Regulations for each fiscal year.

VII.		BONUS PROVISION

		All Bonus Awards under this Plan will be budgeted and funded within the operations of the specific Group in which participants are employed.

VIII.		CHANGE OF CONTROL OF COMPANY

		In the event of a change of control of the Company in accordance with an Employee’s Severance Agreement and the Employee’s subsequent termination of employment without cause by the successor entity, the “Change of Control Benefits” under the Employee’s Severance Agreement in respect to this Plan shall be received as a severance payment by the Employee.

IX.		SUCCESSORS AND ASSIGNS

		If the Company sells, assigns or transfers all or substantially all of its business and assets to any person, excluding affiliates of the Company, or if the Company merges into or consolidates or otherwise combines with any person 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 person which is either the acquiring or successor corporation, and such person(s) shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Plan upon the Company.

		In case of such assignment by the Company and of such assumption and agreement by the Company and of such person(s), all further rights as well as all other obligations of the Company under this Agreement thenceforth shall cease and terminate and thereafter the expression “the Company” wherever used herein shall be deemed to mean such person(s).

X.		PLAN AMENDMENTS

		The Board of Directors may suspend or discontinue the Plan at any time.

Exhibit A- Regulations

GROUP PRESIDENTS
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP PRESIDENTS
REGULATIONS - Fiscal Year 2008

These Regulations apply to the Sensient Technologies Corporation Management incentive Plan for Group Presidents for the year January 1, 2008 through December 31, 2008.

1.		Participants will be notified of their selection and be provided with a copy of the Plan with specific provisions related to their Group and level of participation.

2.		An Employee may be selected as a participant after the beginning of a fiscal year and, if eligible, may, at the discretion of the Committee, receive a Bonus Award prorated to reflect duration of Plan participation, paid at the same time as all other Bonus Awards under the Plan.

3.		A participant may receive a Bonus Award based on prorated participation in more than one plan, if eligible to do so under provisions of the plan(s).

4.		The Bonus Award granted to individual participants shall be based upon achievement of defined target objectives (Formula).

5.		The Bonus Award amount may, at the sole discretion of the Chairman and Chief Executive officer, be adjusted up or down by five to twenty percent (5% to 20%) to recognize individual performance.

6.		The Bonus Award shall not be paid to participants who resigned or were discharged for cause prior to their receiving the Bonus Award unless the Committee decides otherwise.

7.		If an Employee ceases to be a Plan participant during the fiscal year as a result of death, disability, or retirement under the Company’s ESOP, the Employee or his/her estate may, at the discretion of the Committee, receive a pro-rata Bonus Award based upon the number of months spent as a participant, paid at the same time as all other Bonus Awards under the Plan.

		In such cases, the Committee may, at its discretion, increase the Bonus Award up to, but not in excess of, the amount that would have been earned for a full year of participation.

8.		For the purpose of determining the appropriate Plan Award, profit changes due to fluctuation in currency exchange or internal hedges will not be considered. International business unit profit performance will be based upon actual vs. Budget comparisons in local currencies.

Upon the recommendations of the Chairman and Chief Executive Officer, the Committee may approve special adjustments to Incentive Targets necessary to give consideration to unbudgeted and/or unplanned situations which developed after finalization of the operating budget. Such adjustments will be submitted for consideration only if required to correct major inequities.

Exhibit B- Performance Measures

GROUP PRESIDENTS
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP PRESIDENTS
PERFORMANCE MEASURES - Fiscal Year 2008


NAME		TITLE/GROUP

Maximum Bonus Award as Percentage
of Fiscal Year Salary


Target			%

Maximum			%

The method by which Formula Bonus Awards will be earned has been designed to encourage the following:

	A.		The setting of realistic operating budgets and performance thereto.

	B.		The improvement of return on investment through maximization of profits and careful utilization of corporate assets.

II.

The Formula for Bonus Awards is:

	A.		Participants will receive a formula portion of their Bonus Award in accordance with the attached table.

	B.		Actual Sales Operating Profit for the Group is the profit reported on the Company’s sales operating reports adjusted by adding back any interest expense, foreign taxes, or goodwill amortization which had been charged against the reported profit.

	C.		Actual Average Assets Managed will be the twelve-month average of month-end balances of key assets and liabilities subject to Group control consisting of accounts receivable, inventories, accounts payable, accrued expenses and any other assets or liabilities specifically identifiable with a Group and so specified prior to the beginning of the fiscal year (such as advances to suppliers, deferred farming costs, etc.).

If the Actual Average Assets Managed for the Group during the fiscal year exceed the Targeted Average Assets Managed, the increase will be multiplied by 25% and added to the Targeted Sales Operating Profit as a charge for the use of additional capital. If the Actual Average Assets Managed for the Group during the fiscal year are less than the Targeted Average Assets Managed, the reduction will be multiplied by 25% and subtracted from the Targeted Sales Operating Profit as a credit for the reduction in capital utilized.

Exhibit C – Performance Measures — Schedule

GROUP PRESIDENTS
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP PRESIDENTS
PERFORMANCE MEASURES-SCHEDULE - Fiscal Year 2008


Participants		Name: Title:

Group Name:


ACTUAL SALES OPERATING PROFIT			% OF FORMULA AWARD
AS A % OF TARGET PROFIT			EARNED
	<86	%		0	%
	86	%		30	%
	88	%		35	%
	90	%		40	%
	92	%		45	%
	94	%		50	%
	96	%		60	%
	97	%		70	%
	98	%		80	%
	100	%		100	%
	101	%		110	%
	102	%		120	%
	103	%		130	%
	104	%		140	%
	105	%		150	%
	106	%		160	%
	107	%		170	%
	108	%		180	%
	109	%		185	%
	110	%		190	%
	111	%		195	%
	112	%		200	%


	(000’s omitted)
Approved Group/Division/Business Unit/Unit
Weighted Target Percentage		%
Targeted Sales Operating Profit	$
Targeted Average Assets Managed	$

Exhibit D – Additional Incentive Components

GROUP PRESIDENTS
SENSIENT TECHNOLOGIES CORPORATION
MANAGEMENT INCENTIVE PLAN FOR GROUP PRESIDENTS
ADDITIONAL INCENTIVE COMPONENTS - Fiscal Year 2008

I.		Background: The addition of two incentive components. For each location that has a formula under MIP, there will be an incremental 15% of a participant’s target given for each additional incentive component if the established targets are achieved. This allows participants to achieve an incremental incentive of 15% of target for each additional incentive component.

II.		Definitions:

	A.		“Selling, General and Administrative (SGA)” means selling and administrative costs as reported in the Corporate financial statements.

	B.		“Cash Flow” means net cash provided by operating activities and is defined as operating profit plus non-cash expenses (depreciation and amortization) adjusted for changes in controllable working capital components as reported in the Corporate consolidation system.

III.

Additional Incentive Components include:

	•		SG&A Expense Reduction: Any location that achieves the approved minimum SG&A threshold percentage (SG&A as a percentage of revenue) will receive the 15% addition to their Target.

	•		Cash Flow Improvement: Any location that achieves the approved Targeted Average Cash Flow will receive the 15% addition to their Target.

IV.


V. Approved Group/Division/Business Unit/Unit
Weighted Target Percentage		%
Targeted SG&A		%
Targeted Average Cash Flow	$

Exhibit 10.10

AMENDED AND RESTATED
SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS

Amended and restated by the Board of Directors as of January 1, 2005

I. THE PLAN

The name of this Plan is the Amended and Restated Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers. The purpose of this Plan is to promote the interests of the shareholders and to provide incentive to the Chairman, Chief Executive Officer, President, Chief Operating Officer, Corporate Vice Presidents, Secretary, Treasurer, Controller and Group Presidents (“elected corporate officers”) of the Company for contributions to the profitability of the Company. It is separate and distinct from the other Company incentive plans currently in effect. It is intended that Bonus Awards paid under this Plan constitute “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code.

II. DEFINITIONS

In this Plan, the following terms used will have the following definitions:

A. “ Board of Directors ” means the Board of Directors of Sensient Technologies Corporation.

B. “ Bonus Award ” means an award paid pursuant to Section VI of this Plan.

C. “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

D. “ Committee ” means the committee provided for in Section III.

E. “ Company ” means Sensient Technologies Corporation.

F. “ Fiscal Year Salary ” of any Participant means the base pay earned by such Participant during the relevant fiscal year of the Company, exclusive of any incentive compensation or supplemental payments by the Company.

G. “ Independent Auditors ” means, with respect to any fiscal year, the independent public accountants appointed by the Board of Directors to certify to the Board of Directors the financial statements of the Company.

H. “ Participant ” means any elected corporate officer of the Company.

I. “ Performance Goals ” means one or more of the following criteria, as determined by the Committee: (i ) earnings per share; (ii ) return on equity; (iii ) return on invested capital; (iv ) return on assets; (v) revenue growth; (vi ) earnings before interest, taxes, depreciation and amortization; (vii ) earnings before interest, taxes and amortization; (viii ) operating income; (ix ) pre- or after-tax income; (x ) cash flow; (xi ) cash flow per share; (xii ) net earnings; (xiii ) economic value added (or an equivalent metric); (xiv ) share price performance; (xv ) total shareholder return; (xvi ) improvement in or attainment of expense levels; (xvii ) improvement in or attainment of working capital levels; (xviii ) debt reduction; or (xix ) strategic and leadership goals (provided, however, that strategic and leadership goals must be (a ) able to be objectively determined for each participant such that an award based in whole or part on strategic and leadership goals would not fail to qualify as “qualified performance based compensation” under Treas. Reg. 1.162-27(e) promulgated under Section 162(m) of the Code, or (b ) such goals are used solely by the Committee for the purposes of exercising its negative discretion pursuant to Section VI.B. hereof).

J. “ Plan ” means this Amended and Restated Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers.

K. “ Regulations ” means the final, temporary and/or proposed Treasury Regulations promulgated under Section 162(m) of the Code and any other rulings or interpretative pronouncements promulgated by the Internal Revenue Service with respect to Section 162(m) of the Code, as in effect from time to time.

III. COMMITTEE

A. The Board of Directors has appointed and shall continue to appoint and keep in existence a Compensation and Development Committee composed of at least three members of the Company’s Board of Directors, each of whom constitutes an “outside director” within the meaning of Section 162(m) of the Code and the Regulations. This Committee shall be known as the “Committee” and shall have full power and authority to interpret and administer the Plan in accordance with its terms (provided that, except as provided in Sections V.B. and VI.B. hereof, the Committee shall have no authority or discretion to establish the amount of any Bonus Award in any amount other than the “Planned Amount” (as hereinafter defined)). Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions hereof shall be final, binding and conclusive for all purposes and upon all persons. The Committee’s decisions need not be uniform and may be made selectively among Participants, whether or not they are similarly situated .

B. The Board of Directors may, from time to time, remove members from the Committee or add members thereto, and vacancies on the Committee, however caused, shall be filled by action of the Board of Directors; provided, that no person shall be appointed to the Committee who does not qualify as an “outside director” (as defined in the preceding paragraph A).

IV. ESTABLISHMENT OF PERFORMANCE GOALS

A. Not later than the 90 ^th day of each fiscal year of the Company, the Committee shall establish and adopt Performance Goals for such fiscal year. Such Performance Goals shall include: (a) a percent of Fiscal Year Salary that may be paid to a Participant as a Bonus Award under this Plan and (b) the amount of such percent of Fiscal Year Salary that is to be paid to a Participant as a Bonus Award under this Plan based on the relative or comparative achievement of the Performance Goals.

B. Following the 90 ^th day of each fiscal year of the Company, the Performance Goals that have been established for the applicable fiscal year in accordance with the foregoing paragraph shall not be subject to modification or adjustment for any reason, except certain extraordinary events, as described in Paragraph VI.A.

V. PLAN PARTICIPATION; PARTIAL YEAR PARTICIPATION

A. Subject to Section VI.E. below, the persons entitled to participate in this Plan for any fiscal year of the Company are those persons who, at any time during such fiscal year, held a position as an elected corporate officer of the Company.

B. If any person serves as an elected corporate officer, and therefore is eligible to be a Participant, for less than 100% of any fiscal year, then any Bonus Award otherwise payable to such person hereunder for such fiscal year shall nonetheless be payable in full (subject to Section VI.E. below), unless the Committee in its discretion determines that the amount of such Bonus Award should be reduced to reflect such officer’s service for less than the entire fiscal year, in which event the Bonus Award payable to such Participant shall be reduced to the extent so determined by the Committee. The amount of such reduction shall not be subject to the limitations on discretionary reductions imposed under Section VI.B. below.

VI. DETERMINATION AND PAYMENT OF BONUS AWARDS

A. Subject to the following sentence of this Paragraph A and to Paragraphs B, C and E of this Section VI, the amount of the Bonus Award payable to a Participant for any fiscal year under this Plan shall be an amount equal to the percentage of the specified percent of such Participant’s Fiscal Year Salary for such fiscal year that corresponds to the relative or comparative achievement of the Performance Goals for such fiscal year, as established by the Committee in accordance with Section IV.A. In comparing actual performance against the Performance Goals, the Committee may exclude from or include in such comparison any extraordinary gains, losses, charges, or credits which appear on the Company’s books and records as the Committee deems appropriate, provided that such exclusion does not cause any Bonus Award to fail to constitute “performance-based compensation” under Section 162(m) of the Code. An extraordinary item may include, but shall not be limited to, an item in the Company’s financial statements reflecting a change in an accounting rule, tax law, or major legislative not taken into consideration in the establishment of the Performance Goals. In addition, the impact of a material dislocation in the U.S. economy or a substantive change in the Company’s business plans also may be deemed to be such an extraordinary item. The dollar amount of any Bonus Award determined under this Paragraph A. is referred to herein as the “Planned Amount.”

B. The Committee may in its discretion reduce the Bonus Award for any Participant or Participants for any fiscal year to an amount less than the Planned Amount if the Committee, in its discretion, determines such reduction to be appropriate, taking into consideration such factors as the Committee deems appropriate. In no event, however, shall any Bonus Award be reduced under this Section VI.B. to less than eighty percent (80%) of the Planned Amount. Discretionary reductions in Bonus Awards under this Paragraph B. may be made in different amounts or percentages for different Participants, and may be based on considerations unique to a particular Participant and/or considerations affecting the Company or all Participants generally. Under no circumstances shall the Committee have any discretion to increase any Bonus Award to an amount greater than the Planned Amount.

C. Notwithstanding the Performance Goals and the Planned Amounts, in no event shall any Bonus Award payable to any one Participant under this Plan for any fiscal year exceed $1,500,000.

D. All Bonus Awards for any fiscal year shall be paid in a lump sum within thirty (30) days following the date the Company files its Form 10-K with the Securities and Exchange Commission for such year.

E. No Bonus Award for a fiscal year shall be paid to a Participant whose employment with the Company terminates (regardless of the reason for or circumstances of that termination) prior to the time that Bonus Awards for such year are paid.

VII. SHAREHOLDER APPROVAL OF THE PLAN

This Plan shall become effective only after it has been submitted to and approved by a separate vote of the shareholders of the Company, by the affirmative vote of a majority of the votes cast thereon. Until such approval has been obtained, no Participant shall be entitled to be paid any Bonus Award hereunder. The particular Performance Goals established for any fiscal year need not be approved by the shareholders. Once such shareholder approval is obtained, no further shareholder approval shall be required in any subsequent fiscal year until and unless required by the Code or the Regulations. If any material term of the Plan is changed, such that reapproval by the shareholders is required under the Code or the Regulations, then no Bonus Awards shall be payable to any Participant hereunder until such reapproval has been duly obtained.

VIII. SUCCESSORS AND ASSIGNS

A. If the Company sells, assigns or transfers all or substantially all of its business and assets to any person, excluding affiliates of the Company, or if the Company merges into or consolidates or otherwise combines with any person 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 person which is the acquiring or successor corporation, and such

person(s) shall assume and perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Plan upon the Company.

B. In the case of such an assignment and assumption, all further rights, as well as all other obligations of the Company under this Agreement, thenceforth shall cease and terminate and thereafter the expression “the Company” wherever used herein shall be deemed to mean such successor person(s).

IX. COORDINATION WITH CHANGE OF CONTROL EMPLOYMENT AND SEVERANCE AGREEMENTS

If any Participant is a party to a Change of Control Employment and Severance Agreement with the Company (“Change of Control Agreement ”), it is the intent of the Company that, if such Change of Control Agreement becomes effective as a result of a Change of Control (as defined therein) of the Company, while the Participant continues to be employed by the Company under Section 4 of the Change of Control Agreement such Participant shall not be entitled to receive, for the same fiscal year, a Bonus Award under this Plan as well as a bonus under Section 4(b)(ii) of his or her Change of Control Agreement. Accordingly, for example, any Bonus Award payable to any such Participant under this Plan with respect to the fiscal year in which a Change of Control occurs shall be reduced by the amount of any bonus to which such Participant is entitled, for or in respect of the same fiscal year, under Section 4(b)(ii) of his or her Change of Control Agreement.

X. PLAN AMENDMENTS, DISCONTINUANCE

The Board of Directors may amend, suspend or discontinue this Plan at any time, provided that the Performance Goals and the method by which the amount of Bonus Award is determined may not be altered for any fiscal year after the Performance Goals for such year have been established except in accordance with Section IV.B. of the Plan; and provided further, that the Plan may not be suspended or discontinued for any fiscal year after the Performance Goals have been established for such year.

Exhibit A – Performance Goals

SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS
PERFORMANCE GOALS
Fiscal Year 2008


Diluted Earnings Per Share
(EPS) Target		% of Formula Award Earned
	1.56		30	%
	1.57		32	%
	1.58		34	%
	1.59		36	%
	1.60		38	%
	1.61		40	%
	1.62		42	%
	1.63		45	%
	1.64		50	%
	1.65		55	%
	1.66		60	%
	1.67		65	%
	1.68		70	%
	1.69		75	%
	1.70		80	%
	1.71		85	%
	1.72		90	%
	1.73		100	%
	1.74		110	%
	1.75		120	%
	1.76		130	%
	1.77		140	%
	1.78		150	%
	1.79		160	%
	1.80		170	%
	1.81		180	%
	1.82		190	%
	1.83		200	%

Exhibit B – Performance Goals

SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS
PERFORMANCE GOALS
Fiscal Year 2008


	% of Fiscal Year Salary
				DIVISION
Title	EPS			SOP			TOTAL
Chairman and Chief Executive Officer		85.0	%		00.0	%		85.0	%
President and Chief Operating Officer		65.0	%		00.0	%		65.0	%
Vice President, Chief Financial Officer		65.0	%		00.0	%		65.0	%
Vice President – Administration		65.0	%		00.0	%		65.0	%
Vice President, Secretary and General Counsel		65.0	%		00.0	%		65.0	%
Group President		19.5	%		45.5	%		65.0	%
Other Corporate Vice Presidents, Controller, Treasurer		50.0	%		00.0	%		50.0	%


NAME		TITLE

Maximum Bonus Awards as Percentage of Fiscal Year Salary


				Division
	EPS			SOP	Total
TARGET		65	%			65	%
MAXIMUM		130	%			130	%

Exhibit C — Additional Incentive Components

SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS
ADDITIONAL INCENTIVE COMPONENTS — Fiscal Year 2008

I.		Background: The addition of four incentive components. There will be an incremental 15% of a participant’s target given for each additional incentive component if the established targets are achieved. This allows participants to achieve an incremental incentive of 15% of target for each additional incentive component.

II.		Definitions:

	A.		“Selling, General and Administrative (SGA)” means selling and administrative costs as reported in the Company’s quarterly and annual SEC filings.

	B.		“Cash Flow” means net cash provided by operating activities as reported in the Company’s quarterly and annual SEC filings.

	C.		“Working Capital” means the quarterly average of the sum of net trade accounts receivable and inventories less the sum of trade accounts payable and other accrued expenses as reported in the Company’s quarterly and annual SEC filings.

	D.		“Return on Invested Capital” means the operating income on an after-tax basis, using actual effective tax rate for the year, divided by the sum of the quarterly average of the total debt and equity balances for the year. For the purposes of this calculation, debt will be net of any cash or marketable securities.

III.

Additional Incentive Components include:

	•		SG&A Expense Reduction: If the Corporation achieves the approved minimum SG&A threshold percentage (SG&A as a percentage of revenue), then Corporate participants will receive the 15% addition to their Target.

	•		Cash Flow Improvement: If the Corporation achieves the approved Targeted Average Cash Flow, then Corporate participants will receive the 15% addition to their Target.

	•		Working Capital: If the Corporation achieves the approved minimum Working Capital amount, then Corporate participants will receive the 15% addition to their Target.

	•		Return on Invested Capital: If the Corporation achieves the approved minimum Return on Invested Capital amount, then Corporate participants will receive the 15% addition to their Target.

IV.

Exhibit C — Additional Incentive Components

SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS
ADDITIONAL INCENTIVE COMPONENTS — Fiscal Year 2008


V.	Approved Group/Division/Business Unit/Unit	Corporate
	Weighted Target Percentage		100	%
	Targeted SG&A Threshold		17.9	%
	Targeted Average Cash Flow	$	110,465,000
	Targeted Average Working Capital Threshold		*
	Targeted Return on Invested Capital Threshold		8.4	%


*		The increase in Average Working Capital over the prior year must be 150 basis points less than the percentage increase in sales over the prior year. Prior year Sales and Average Working Capital balances are $1,184,778,000 and $398,076,000, respectively.

Exhibit 10.11

AMENDMENT NO. 1

SENSIENT TECHNOLOGIES CORPORATION
2002 STOCK OPTION PLAN
(as amended and restated on April 24, 2008)

The following terms set forth an Amendment No. 1 to the Sensient Technologies Corporation (the “Company”) 2002 Stock Option Plan, as amended and restated on April 24, 2008 (the “Plan”), effective as of the date of adoption by the Company’s Board of Directors (the “Board”) as set forth herein (the “Amendment”). All defined terms set forth in this Amendment shall have the meaning set forth in the Plan.

WHEREAS, the Plan was adopted by the Board of Directors and was approved by shareholders at their annual meeting on April 25, 2002, and the Plan was amended and restated on April 24, 2008 to permit the grant of restricted stock units; and

WHEREAS, Section 13.1 of the Plan allows the Board to amend the Plan at any time, provided that shareholder approval will be obtained if it is required under the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance issued thereunder or under the listing requirements of the Company’s principal securities exchange; and

WHEREAS, the Board believes it is in the best interests of the Company to amend the Plan to comply with the requirements of Section 409A of the Code and the guidance issued thereunder (“Section 409A”); and

WHEREAS, such amendments are not prohibited by the Plan, such amendments do not constitute material modifications under Section 162(m) of the Code or the applicable rules of the New York Stock Exchange, and such amendments do not require shareholder approval; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby agree as follows:

1. Restricted Stock Units. The following sentence shall be inserted at the end of section 9.2 to read as follows:

“Any Restricted Stock Units granted to a Participant who is subject to U.S. tax with respect to such Restricted Stock Units will be exempt from, or if not so exempt, comply with Section 409A of the Code and any guidance issued thereunder.”

2. Taxes. A new section heading entitled “14.1 Withholdings and Deductions.” shall be inserted immediately following “Section 14. Taxes.” and the current text shall follow the new section heading.

3. Section 409A of the Code. A new section heading entitled “14.2 Section 409A of the Code.” shall be inserted at the end of Section 14, along with subparagraphs to read as follows:

“(a) It is intended that any Awards or other benefits granted to a Participant pursuant to this Plan will be exempt from, or otherwise comply with, Section 409A of the Code and the guidance issued thereunder (“Section 409A”) so as not to be subject to the additional tax and interest under Section 409A of the Code (a “Section 409A Tax”). The provisions of this Plan and any Awards or agreements thereunder will be interpreted and construed in favor of complying with any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any Awards or other benefits, whether pursuant to the Code, federal, state, local or foreign tax laws and regulations.

(b) If, at any time a Participant has in effect an Award or other benefit pursuant to this Plan, the Participant is a “specified employee” (as defined under and determined in accordance with Section 409A), then the following provision shall apply. No Award or other benefit considered deferred compensation under Section 409A that is payable upon the Participant’s separation from service (as defined under and determined in accordance with Section 409A) and not subject to an exception or exemption under Section 409A, shall be delivered, paid or made available to the Participant until the business day that is at least six (6) months following the Participant’s separation from service (except in the event of the Participant’s death during such six-month period).

(c) Notwithstanding anything in this Plan to the contrary, any adjustment made with respect to Awards pursuant to this Plan, including pursuant to Section 5.3 (Adjustments in Capitalization), Section 7.10 (Substitute Options), and Section 12.1 (Change of Control), shall be made only to the extent such adjustment complies with, to the extent applicable, Section 409A and Section 424 of the Code, including without limitation Treasury Regulation § 1.409A-1(b)(v)(D) and (H).”

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company by action of the Board has executed this Amendment as of October ___, 2008.


		SENSIENT TECHNOLOGIES CORPORATION

		By:


		Title:

Exhibit 10.12

AMENDMENT NO. 1

SENSIENT TECHNOLOGIES CORPORATION
2007 RESTRICTED STOCK PLAN
(as amended and restated on April 24, 2008)

The following terms set forth an Amendment No. 1 to the Sensient Technologies Corporation (the “Company”) 2007 Restricted Stock Plan, as amended and restated on April 24, 2008 (the “Plan”), effective as of the date of adoption by the Company’s Board of Directors (the “Board”) as set forth herein (the “Amendment”). All defined terms set forth in this Amendment shall have the meaning set forth in the Plan.

WHEREAS, the Plan was adopted by the Board of Directors and was approved by shareholders at their annual meeting on April 26, 2007, and the Plan was amended and restated on April 24, 2008 to permit the grant of restricted stock units; and

WHEREAS, Section 12.1 of the Plan allows the Board to amend the Plan at any time, provided that shareholder approval will be obtained if it is required under the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance issued thereunder or under the listing requirements of the Company’s principal securities exchange; and

WHEREAS, the Board believes it is in the best interests of the Company to amend the Plan to comply with the requirements of Section 409A of the Code and the guidance issued thereunder; and

1. Restricted Stock Units. The following sentence shall be inserted at the end of section 8.2 to read as follows:

2. Taxes. A new section heading entitled “13.1 Withholdings and Deductions.” shall be inserted immediately following “Section 13. Taxes.” and the current text shall follow the new section heading.

3. Section 409A of the Code. A new section heading entitled “12.2 Section 409A of the Code.” shall be inserted at the end of Section 12, along with subparagraphs to read as follows:

(b) If, at any time a Participant has in effect an Award or other benefit pursuant to this Plan, the Participant is a “specified employee” (as defined under and determined in accordance with Section 409A), the following provision shall apply. No Award or other benefit considered deferred compensation under Section 409A that is payable upon the Participant’s separation from service (as defined under and determined in accordance with Section 409A) and not subject to an exception or exemption under Section 409A, shall be delivered, paid or made available to the Participant until the business day that is at least six (6) months following the Participant’s separation from service (except in the event of the Participant’s death during such six-month period).

(c) Notwithstanding anything in this Plan to the contrary, any adjustment made with respect to Awards pursuant to this Plan, including pursuant to Section 5.3 (Adjustments in Capitalization), and Section 11.1 (Change of Control), shall be made only to the extent such adjustment complies with, to the extent applicable, Section 409A and Section 424 of the Code, including without limitation Treasury Regulation § 1.409A-1(b)(v)(D) and (H).”

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company by action of the Board has executed this Amendment as of October ___, 2008.


		SENSIENT TECHNOLOGIES CORPORATION

		By:


		Title:

EXHIBIT 31

CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act

I, Kenneth P. Manning, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)		all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2008


/s/ Kenneth P. Manning Kenneth P. Manning, Chairman &
Chief Executive Officer

EXHIBIT 31

CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act

I, Richard F. Hobbs, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2008


/s/ Richard F. Hobbs Richard F. Hobbs, Vice President &
Chief Financial Officer

EXHIBIT 32

CERTIFICATION
Pursuant to 18 United States Code § 1350

The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008 of Sensient Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient Technologies Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32

CERTIFICATION
Pursuant to 18 United States Code § 1350

SENSIENT TECHNOLOGIES CORPORATION

/s/ Douglas S. Pepper

Douglas S. Pepper

Vice President-Administration