SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                    For Quarterly Period Ended June 30, 2007

                          Commission file number 1-4858

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
             (Exact name of registrant as specified in its charter)


             New York                                  13-1432060
--------------------------------------        ---------------------------------
     (State or other jurisdiction of                    (IRS Employer
      incorporation or organization)                  Identification No.)


                 521 West 57th Street, New York, N.Y. 10019-2960
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (212) 765-5500


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during  the  preceding  twelve  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 the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [X] Accelerated filer [ ]  Non-accelerated filer [ ]

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

Yes [  ]  No [X]

Number of shares outstanding as of July 27, 2007:  89,344,457


                          PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)


ASSETS                                                                                        6/30/07        12/31/06
----------------------------------------------------------------------------------------   -------------  -------------
                                                                                                          
Current Assets:
     Cash and cash equivalents                                                          $       124,171 $      114,508
     Short-term investments                                                                         583            604
     Trade receivables                                                                          427,608        369,870
     Allowance for doubtful accounts                                                            (12,597)       (12,715)

     Inventories:      Raw materials                                                            218,854        213,675
                       Work in process                                                            9,201         12,686
                       Finished goods                                                           226,682        220,245
                                                                                           -------------  -------------
                       Total Inventories                                                        454,737        446,606
     Deferred income taxes                                                                       64,255         89,448
     Other current assets                                                                        95,559         71,482
                                                                                           -------------  -------------
     Total Current Assets                                                                     1,154,316      1,079,803
                                                                                           -------------  -------------
Property, Plant and Equipment, at cost                                                        1,103,172      1,074,772
Accumulated depreciation                                                                       (620,311)      (579,648)
                                                                                           -------------  -------------
                                                                                                482,861        495,124
                                                                                           -------------  -------------
Goodwill                                                                                        665,582        665,582
Intangible Assets, net                                                                           73,023         80,134
Other Assets                                                                                    171,206        158,261
                                                                                           -------------  -------------
Total Assets                                                                            $     2,546,988 $    2,478,904
                                                                                           =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY                                                         6/30/07        12/31/06
----------------------------------------------------------------------------------------   -------------  -------------
Current Liabilities:
     Bank borrowings and overdrafts                                                     $        18,982 $       15,897
     Accounts payable                                                                           114,157        111,661
     Accrued payrolls and bonuses                                                                39,383         71,976
     Dividends payable                                                                           19,017         18,764
     Income taxes                                                                                     -         45,251
     Other current liabilities                                                                  160,408        183,222
                                                                                           -------------  -------------
     Total Current Liabilities                                                                  351,947        446,771
                                                                                           -------------  -------------
Other Liabilities:
     Long-term debt                                                                             785,774        791,443
     Deferred gains                                                                              63,172         64,686
     Retirement liabilities                                                                     167,664        170,719
     Other liabilities                                                                          183,775        100,117
                                                                                           -------------  -------------
     Total Other Liabilities                                                                  1,200,385      1,126,965
                                                                                           -------------  -------------
Commitments and Contingencies (Note 12)

Shareholders' Equity:
     Common stock 12 1/2 cents par value; authorized 500,000,000 shares;
           issued 115,761,840 shares                                                             14,470         14,470
     Capital in excess of par value                                                              84,823         96,635
     Retained earnings                                                                        2,011,852      1,909,599
     Accumulated other comprehensive income:
          Cumulative translation adjustment                                                     (14,852)       (31,854)
          Accumulated gains (losses) on derivatives qualifying as hedges (net of tax)               155         (2,465)
          Pension and postemployment liability adjustment (net of tax)                         (156,011)      (162,553)
                                                                                           -------------  -------------
                                                                                              1,940,437      1,823,832
     Treasury stock, at cost - 26,470,300 shares in 2007 and 26,344,638 shares in 2006         (945,781)      (918,664)
                                                                                           -------------  -------------
     Total Shareholders' Equity                                                                 994,656        905,168
                                                                                           -------------  -------------
Total Liabilities and Shareholders' Equity                                              $     2,546,988 $    2,478,904
                                                                                           =============  =============

See Notes to Consolidated Financial Statements

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)


                                                                  3 Months Ended 6/30                6 Months Ended 6/30
                                                            -------------------------------   -------------------------------
                                                                 2007             2006             2007            2006
                                                            --------------  ---------------   --------------  ---------------
                                                                                                         
Net sales                                                      $  573,726       $  530,505     $  1,139,827    $   1,041,937
                                                            --------------  ---------------   --------------  ---------------
Cost of goods sold                                                327,668          302,889          657,050          597,707
Research and development expenses                                  48,760           45,588           95,392           91,190
Selling and administrative expenses                                91,198           87,684          182,469          173,272
Amortization of intangibles                                         3,555            3,711            7,111            7,421
Restructuring and other charges                                         -             (304)               -              357
Interest expense                                                    8,396            6,300           16,710           11,673
Other (income) expense, net                                        (2,819)            (286)          (2,986)             153
                                                            --------------  ---------------   --------------  ---------------
                                                                  476,758          445,582          955,746          881,773
                                                            --------------  ---------------   --------------  ---------------
Income before taxes on income                                      96,968           84,923          184,081          160,164
Taxes on income                                                    18,596           23,741           43,020           45,292
                                                            --------------  ---------------   --------------  ---------------
Net income                                                         78,372           61,182          141,061          114,872
Other comprehensive income:
     Foreign currency translation adjustments                      17,659            9,517           17,002           14,354
     Accumulated gains (losses) on derivatives qualifying
             as hedges (net of tax)                                 1,177          (18,553)           2,620          (17,747)
     Pension and postemployment plan
             adjustment (net of tax)                                2,756                -            6,542                -
                                                            --------------  ---------------   --------------  ---------------
Comprehensive income                                           $   99,964       $   52,146      $   167,225     $    111,479
                                                            ==============  ===============   ==============  ===============

Net Income per share - basic                                        $0.88            $0.67            $1.58            $1.26

Net Income per share - diluted                                      $0.87            $0.67            $1.56            $1.25

Average number of shares outstanding - basic                       89,174           90,869           89,276           91,202

Average number of shares outstanding - diluted                     90,124           91,787           90,391           91,997

Dividends declared per share                                       $0.210           $0.185           $0.420           $0.370



See Notes to Consolidated Financial Statements


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)


                                                                                    Six Months Ended June 30,
                                                                                --------------------------------
                                                                                     2007              2006
                                                                                --------------   ---------------
                                                                                                 
Cash flows from operating activities:
Net income                                                                      $    141,061      $    114,872
Adjustments to reconcile to net cash provided by operations:
     Depreciation and amortization                                                    42,287            44,602
     Deferred income taxes                                                             4,629               329
     Gain on disposal of assets                                                       (6,737)           (3,881)
     Equity based compensation                                                         8,248             8,094
     Changes in assets and liabilities:
          Current receivables                                                        (54,058)          (60,327)
          Inventories                                                                 (1,258)            1,163
          Current payables                                                           (38,535)           (2,336)
          Changes in other assets                                                      2,361            16,358
          Changes in other liabilities                                                 1,836             1,886
                                                                                --------------   ---------------
Net cash provided by operations                                                       99,834           120,760
                                                                                --------------   ---------------
Cash flows from investing activities:
     Net change in short-term investments                                               (311)               25
     Additions to property, plant and equipment                                      (21,331)          (19,806)
     Proceeds from disposal of assets                                                  8,751             6,504
                                                                                --------------   ---------------
Net cash used in investing activities                                                (12,891)          (13,277)
                                                                                --------------   ---------------
Cash flows from financing activities:
     Cash dividends paid to shareholders                                             (37,230)          (33,990)
     Net change in bank borrowings and overdrafts                                       (496)          (32,508)
     Proceeds from long-term debt                                                          -           281,521
     Repayments of long-term debt                                                          -          (499,306)
     Proceeds from issuance of stock under stock-based compensation plans             36,461            23,146
     Excess tax benefits on stock options exercised                                    3,914               205
     Purchase of treasury stock                                                      (80,711)          (91,315)
                                                                                --------------   ---------------
Net cash used in financing activities                                                (78,062)         (352,247)
                                                                                --------------   ---------------
Effect of exchange rate changes on cash and cash equivalents                             782             2,052
                                                                               --------------   ---------------
Net change in cash and cash equivalents                                                9,663          (242,712)
Cash and cash equivalents at beginning of year                                       114,508           272,545
                                                                                --------------   ---------------
Cash and cash equivalents at end of period                                      $    124,171     $      29,833
                                                                                ==============   ===============
Interest paid                                                                   $     19,553     $      24,051

Income taxes paid                                                               $     21,866     $      19,594


See Notes to Consolidated Financial Statements



Notes to Consolidated Financial Statements
------------------------------------------

     These interim  statements and management's  related discussion and analysis
should be read in conjunction  with the  consolidated  financial  statements and
their  related  notes and  management's  discussion  and  analysis of results of
operations and financial  condition included in the Company's 2006 Annual Report
on Form 10-K.  These interim  statements  are  unaudited.  In the opinion of the
Company's  management,  all adjustments,  including  normal  recurring  accruals
necessary for a fair  presentation of the results for the interim periods,  have
been made.

Note 1. New Accounting Pronouncements:

     In September  2006, the FASB issued SFAS No. 157 "Fair Value  Measurements"
("FAS 157").  This  standard  defines fair value,  establishes  a framework  for
measuring fair value and expands disclosures  regarding fair value measurements.
FAS 157 is effective for years beginning after November 15, 2007. The Company is
currently evaluating the potential impact of this standard.

     In  February  2007,  the FASB  issued  SFAS 159 "The Fair Value  Option for
Financial Assets and Liabilities - Including an amendment of FASB No. 115" ("FAS
159").  This standard allows companies to elect, at specific  election dates, to
measure  eligible  financial  assets and  liabilities at fair value that are not
otherwise  required to be measured at fair value.  If a company  elects the fair
value option, subsequent changes in that item's fair value must be recognized in
current  earnings.  FAS 159 is effective for years  beginning after November 15,
2007. The Company is currently evaluating the potential impact of this standard.

Note 2. Reclassifications:

     Certain  reclassifications  have been made to the prior period's  financial
statements to conform to 2007 classifications.

Note 3.  Net Income Per Share:

     Net  income  per share is based on the  weighted  average  number of shares
outstanding. A reconciliation of the shares used in the computation of basic and
diluted net income per share is as follows:


                                                       Three Months Ended June 30,          Six Months Ended June 30,
                                                 -----------------------------------   -----------------------------------
     (Shares in thousands)                            2007               2006               2007               2006
     -----------------------------------------   ----------------   ----------------   ----------------   ----------------
                                                                                                      
     Basic                                                89,174             90,869             89,276             91,202
     Assumed conversion under stock plan                     950                918              1,115                795
                                                 ----------------   ----------------   ----------------   ----------------
     Diluted                                              90,124             91,787             90,391             91,997
                                                 ================   ================   ================   ================

     Stock options to purchase  142,496 and 131,248 shares were  outstanding for
the second quarter and the first six months of 2007, respectively, and 1,014,897
and 1,445,136 for the second quarter and first six months of 2006, respectively,
but were not included in the computation of diluted net income per share for the
respective periods since the impact was anti-dilutive.

Note 4. Restructuring and Other Charges:

     As  described in Note 2 to the  Consolidated  Financial  Statements  in the
Company's  2006  Annual  Report,   the  Company  had  undertaken  a  significant
reorganization,   including  management  changes,  consolidation  of  production
facilities and related actions.

     Movements  in   restructuring   liabilities,   included  in  Other  current
liabilities in the accompanying balance sheet, were (in millions):


                                                                   Asset-
                                                   Employee-      Related
                                                    Related       and Other          Total
                                                -------------  --------------  --------------
                                                                              
Balance December 31, 2006                          $  12.9         $  2.4         $  15.3
Cash and other costs                                  (7.5)          (2.1)           (9.6)
                                                --------------  -------------  --------------
Balance June 30, 2007                              $   5.4         $  0.3         $   5.7
                                                ==============  =============  ==============


     The balance of the employee-related liabilities are expected to be utilized
by 2008 as obligations are satisfied;  the asset-related charges are expected to
be  utilized  in 2007 on final  decommissioning  and  disposal  of the  affected
equipment.

Note 5.  Goodwill and Other Intangible Assets, Net:

     Goodwill by operating  segment at June 30, 2007 and December 31, 2006 is as
follows:


(DOLLARS IN THOUSANDS)                                                       Amount
--------------------------------------------------------                  --------------
                                                                            
Flavors                                                                   $     319,479
Fragrances                                                                      346,103
                                                                          --------------
     Total                                                                $     665,582
                                                                          ==============


         Trademark and other intangible assets consist of the following amounts:


                                                             June 30,          December 31,
(DOLLARS IN THOUSANDS)                                         2007               2006
------------------------------------------------------   ---------------    ----------------
                                                                            
Gross carrying value                                      $     165,406       $     165,406
Accumulated amortization                                         92,383              85,272
                                                         ---------------    ----------------
   Total                                                  $      73,023       $      80,134
                                                         ===============    ================

     Amortization  expense  for the six  months  ended  June  30,  2007 was $7.1
million  compared  to $7.4  million  for the six  months  ended  June 30,  2006;
estimated annual amortization is $13 million in 2007, $6 million in 2008 through
2012 and $37 million thereafter.

Note 6. Comprehensive Income:

     Changes  in  the  Accumulated  other  comprehensive   income  component  of
shareholders' equity were as follows:



                                                           Accumulated (losses)         Pension and
                                                           gains on derivatives        postemployment
                                        Translation       qualifying as hedges,       plan adjustment,
(DOLLARS IN THOUSANDS)                  adjustments             net of tax               net of tax              Total
----------------------------------  --------------------  ------------------------- ---------------------- -------------------
                                                                                                       
Balance December 31, 2006                $ (31,854)            $ (2,465)                $ (162,553)           $ (196,872)
Change                                      17,002                2,620                      6,542                26,164
                                    --------------------  ------------------------- ---------------------- -------------------
Balance June 30, 2007                    $ (14,852)            $    155                 $ (156,011)           $ (170,708)
                                    ====================  ========================= ====================== ===================



                                                           Accumulated (losses)           Minimum
                                                           gains on derivatives           pension
                                        Translation       qualifying as hedges,         obligation,
(DOLLARS IN THOUSANDS)                  adjustments             net of tax               net of tax              Total
----------------------------------  --------------------  ------------------------- ---------------------- -------------------
                                                                                                       
Balance December 31, 2005                $ (47,369)            $ (2,606)                $ (100,380)           $ (150,355)
Change                                      14,354              (17,747)                         -                (3,393)
                                    --------------------  ------------------------- ---------------------- -------------------
Balance June 30, 2006                    $ (33,015)            $(20,353)                $ (100,380)           $ (153,748)
                                    ====================  ========================= ====================== ===================



Note 7. Borrowings:

         Debt consists of the following:


(DOLLARS IN THOUSANDS)                                  Rate        Maturities       June 30, 2007          December 31, 2006
--------------------------------------------------- -------------  ------------ ----------------------   ----------------------
                                                                                                        
Bank borrowings and overdrafts                                                               $ 18,982                 $ 15,897
                                                                                ----------------------   ----------------------
Total current debt                                                                             18,982                   15,897
                                                                                ----------------------   ----------------------
Senior notes                                               5.94%       2009-16                375,000                  375,000
Bank borrowings                                            4.29%       Various                289,584                  287,904
Japanese Yen notes                                         2.45%       2008-11                120,377                  127,684
Other                                                                     2011                     32                       38
Deferred realized gains on interest rate swaps                                                    781                      817
                                                                                ----------------------   ----------------------
Total long-term debt                                                                          785,774                  791,443
                                                                                ----------------------   ----------------------
Total debt                                                                                  $ 804,756                $ 807,340
                                                                                ======================   ======================


Note  8. Income Taxes:

     In June 2006, the FASB issued  Interpretation No. 48 ("FIN 48"), Accounting
for  Uncertainty in Income Taxes,  which clarifies the application of FAS 109 by
prescribing  the  minimum  threshold  a tax  position  must  meet  before  being
recognized in the financial  statements.  Under FIN 48, the financial  statement
effect of a tax position is initially recognized when it is more likely than not
the position will be sustained upon  examination.  A tax position that meets the
"more  likely than not"  recognition  threshold is  initially  and  subsequently
measured  as  the  largest  amount  of  benefit,   determined  on  a  cumulative
probability  basis,  that is more likely than not to be realized  upon  ultimate
settlement with the taxing authority.

     As a result  of  adopting  FIN 48,  the  Company  recognized  a $1  million
increase in Other  liabilities  for  unrecognized  tax  benefits  and recorded a
corresponding $1 million  cumulative effect adjustment to Shareholders'  Equity.
Also as prescribed by FIN 48,  certain tax related  amounts in the  Consolidated
Balance  Sheet  are  classified  differently  than  in  prior  periods.  Amounts
receivable  from various tax  jurisdictions  are now  included in Other  current
assets and tax reserves previously classified as accrued taxes on income are now
included in Other liabilities.

     As of the adoption date, the Company had $73 million of gross  unrecognized
tax benefits;  if recognized,  $72 million, net of federal benefits,  would have
been  recorded as a component of income tax expense and affect the effective tax
rate. At June 30, 2007,  the Company had $71 million of gross  unrecognized  tax
benefits. If recognized, $70 million, net of federal benefits, would be recorded
as a component of income tax expense and affect the effective tax rate.

     The Company has consistently  recognized  interest and penalties related to
unrecognized tax benefits as a component of income tax expense.  At December 31,
2006, the Company had accrued $7 million of interest and penalties.  On adoption
of FIN 48, this balance was reclassified to Other liabilities.

     The Company conducts  business  globally and remains open to examination in
several tax  jurisdictions  for various years from 2000 to 2006.  The Company is
currently under examination in several significant tax jurisdictions for various
years from 2001 to 2006. Each examination is expected to be completed during the
next  twelve  months  and it is  reasonably  possible  that a change in  certain
unrecognized tax benefits may occur; currently, it is not reasonably possible to
estimate the magnitude of these changes.

     During  the second  quarter  2007,  the  effective  tax rate was  favorably
impacted by the reversal of $10 million of previously  established  tax accruals
no longer required based on rulings obtained from applicable tax  jurisdictions.
The  effective  tax rate for the quarter was 19% compared  with 28% in the prior
year quarter, reflecting the above tax ruling benefit. This tax ruling favorably
impacted the effective tax rate for the quarter by approximately 11%.

Note  9. Equity Compensation Plans:

     The Company has various  plans under which the Company's  officers,  senior
management, other key employees and directors may be granted equity-based awards
including  restricted  stock,  restricted stock units  ("RSU's"),  stock settled
appreciation rights ("SSAR's") or stock options to purchase the Company's common
stock.

     In 2007,  the  Company's  Board  of  Directors  determined  to  change  the
operating  methodology  of the Company's  Long Term  Incentive Plan ("LTIP") for
executive  officers and other Company  executives  beginning with the three year
cycle from 2007  through  2009 and  thereafter.  Under the  modified  LTIP plan,
awards will be based on meeting  certain  targeted  financial  and/or  strategic
goals established by the Compensation Committee of the Board of Directors at the
start of each  cycle.  The  targeted  payout of the LTIP  2007 - 2009  cycle and
thereafter will be 50% cash and 50% Company stock.  The number of shares for the
50% stock  portion will be  determined  by the closing  share price on the first
trading day at the beginning of the cycle.  The executive  generally must remain
employed with the Company during the cycle to receive the award.

     Principal assumptions used in the Binomial model were:


                                                                        2007            2006
                                                                      -------         --------
                                                                                   
                  Weighted average fair value of options and
                  SSAR's granted during the period                     $11.50           $7.60

                  Assumptions:
                    Expected volatility                                 21.8%           21.3%
                    Expected dividend yield                              1.6%            2.1%
                    Risk-free interest rate                              5.0%            5.0%
                    Expected life, in years                              5               5


     Stock  option and SSAR  activity for the six months ended June 30, 2007 was
as follows:


                                                                        Weighted
                                                Shares Subject to       Average
(SHARE AMOUNTS IN THOUSANDS)                      Options/SSAR's     Exercise Price
----------------------------------------------  ----------------- -----------------
                                                                     
Balance at December 31, 2006                               3,633             $33.56
     Exercised                                              (439)            $31.72
     Cancelled                                                (4)            $30.82
                                                ----------------- ------------------
Balance at March 31, 2007                                  3,190             $33.91
     Granted                                                 254             $51.47
     Exercised                                              (590)            $36.51
     Cancelled                                               (53)            $41.50
                                                ----------------- ------------------
Balance at June 30, 2007                                   2,801             $35.41
                                                ================= ==================

     Restricted  stock and RSU  activity  for the six months ended June 30, 2007
was as follows:


                                                                    Weighted
                                                                Average Grant Date
                                                    Number          Fair Value
(SHARE AMOUNTS IN THOUSANDS)                       of Shares       Per Share
-----------------------------------------------  ------------- -------------------
                                                                  
Balance at December 31, 2006                            1,346              $37.22
     Cancelled                                            (16)             $38.10
                                                 ------------- -------------------
Balance at March 31, 2007                               1,330              $37.21
     Granted                                              418              $51.78
     Vested                                              (420)             $50.89
     Cancelled                                            (20)             $38.40
                                                 ------------- -------------------
Balance at June 30, 2007                                1,308              $42.53
                                                 ============= ===================



     Pre-tax  expense  related  to all  forms  of  equity  compensation  were as
follows:


                                                                   Three Months Ended                    Six Months Ended
(DOLLARS IN THOUSANDS)                                          2007                 2006             2007              2006
-----------------------------------                       ------------------   -----------------  --------------    --------------
                                                                                                              
Restricted stock and RSU's                                          $ 2,971             $ 4,392         $ 6,441           $ 5,915
Stock options and SSAR's                                              1,000                 840           1,807             2,179
                                                          ------------------   -----------------  --------------    --------------
        Total equity compensation expense                           $ 3,971             $ 5,232         $ 8,248           $ 8,094
                                                          ==================   =================  ==============    ==============

     Tax related  benefits of $1.5 million and $2.6 million were  recognized for
the second quarter and first six months of 2007, respectively,  and $1.4 million
and  $2.6  million  for the  second  quarter  and  first  six  months  of  2006,
respectively.

Note  10. Segment Information:

     On January 1, 2007, the Company was reorganized into two business segments,
Flavors and Fragrances; these segments align with the internal structure used to
manage these  businesses.  Accounting  policies  used for segment  reporting are
identical  to  those  described  in  Note 1 of  the  Notes  to the  Consolidated
Financial  Statements  included in the Company's 2006 Annual Report.  Prior year
segment  information,  which had been reported by major geographic  region,  has
been reclassified to conform to the current presentation.

     The Company  evaluates the  performance  of its business  segments based on
segment  profit  which is Income  before  taxes on  income,  excluding  Interest
expense, Other income (expense),  net and the effects of Restructuring and other
charges and accounting changes.  The Global Expense caption represents corporate
and headquarters-related  expenses which include legal, finance, human resources
and other administrative  expenses that are not allocable to individual business
units. Unallocated assets are principally cash, short-term investments and other
corporate and  headquarters-related  assets.

     The Company's reportable segment information follows:



                                                                 Three Months Ended June 30, 2007
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors        Fragrances       Expenses       Consolidated
--------------------------------------------------------------------------------------------------------------------
                                                                                             

Net sales                                          $ 252,541       $ 321,185        $      -         $ 573,726
                                                ====================================================================

Operating profit                                   $  52,580       $  58,273        $ (8,308)          102,545
                                                ================================================

Interest expense                                                                                        (8,396)
Other income (expense), net                                                                              2,819
                                                                                                --------------------
Income before taxes on income                                                                         $ 96,968
                                                                                                ====================



                                                                Three Months Ended June 30, 2006
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors        Fragrances       Expenses       Consolidated
--------------------------------------------------------------------------------------------------------------------
                                                                                             
Net sales                                          $ 226,920       $ 303,585        $      -         $ 530,505
                                                ====================================================================

Segment profit                                     $  38,438       $  58,794        $ (6,599)        $  90,633
Restructuring and other charges                        1,625            (897)           (424)              304
                                                --------------------------------------------------------------------
Operating profit                                   $  40,063       $  57,897        $ (7,023)           90,937
                                                ================================================

Interest expense                                                                                        (6,300)
Other income (expense), net                                                                                286
                                                                                                --------------------
Income before taxes on income                                                                        $  84,923
                                                                                                ====================



                                                                Six Months Ended June 30, 2007
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors        Fragrances       Expenses       Consolidated
--------------------------------------------------------------------------------------------------------------------
                                                                                             
Net sales                                          $ 495,983       $ 643,844        $      -        $1,139,827
                                                ====================================================================

Operating profit                                   $  97,394       $ 117,141        $(16,730)          197,805
                                                ================================================

Interest expense                                                                                       (16,710)
Other income (expense), net                                                                              2,986
                                                                                                --------------------
Income before taxes on income                                                                       $  184,081
                                                                                                ====================



                                                                Six Months Ended June 30, 2006
                                                --------------------------------------------------------------------
                                                                                     Global
(DOLLARS IN THOUSANDS)                              Flavors        Fragrances       Expenses       Consolidated
--------------------------------------------------------------------------------------------------------------------
                                                                                             

Net sales                                          $ 446,430       $ 595,507       $       -        $1,041,937
                                                ====================================================================

Segment profit                                     $  76,541       $ 110,398       $ (14,592)       $  172,347
Restructuring and other charges                          973            (874)           (456)             (357)
                                                --------------------------------------------------------------------
Operating profit                                   $  77,514       $ 109,524       $ (15,048)          171,990
                                                ================================================

Interest expense                                                                                       (11,673)
Other income (expense), net                                                                               (153)
                                                                                                --------------------
Income before taxes on income                                                                        $ 160,164
                                                                                                ====================



     Segment  assets  were $973  million  for  Flavors  and $1,245  million  for
Fragrances  at December 31,  2006.  Global  segment  assets were $261 million at
December  31, 2006.  There were no  significant  changes in segment  assets from
December 31, 2006 to June 30, 2007.

Note 11. Retirement Benefits:

     Pension expense included the following components:


                      U.S. Plans                          Three Months Ended June 30,               Six Months Ended June 30,
(DOLLARS IN THOUSANDS)                                      2007                2006                 2007              2006
----------------------------------------------------  -----------------   -----------------      --------------   ----------------
                                                                                                             
Service cost for benefits earned                               $ 2,504             $ 2,636             $ 5,008            $ 5,272
Interest cost on projected benefit obligation                    5,687               5,465              11,374             10,930
Expected return on plan assets                                  (5,922)             (5,493)            (11,844)           (10,986)
Net amortization and deferrals                                   1,551               2,015               3,102              4,030
                                                      -----------------   -----------------      --------------   ----------------
Defined benefit plans                                            3,820               4,623               7,640              9,246
Defined contribution and other retirement plans                  1,667                 731               2,662              1,545
                                                      -----------------   -----------------      --------------   ----------------
Total pension expense                                          $ 5,487             $ 5,354            $ 10,302           $ 10,791
                                                      =================   =================      ==============   ================




                    Non-U.S. Plans                        Three Months Ended June 30,               Six Months Ended June 30,
(DOLLARS IN THOUSANDS)                                      2007                2006                 2007              2006
----------------------------------------------------  -----------------   -----------------      --------------   ----------------
                                                                                                             
Service cost for benefits earned                               $ 2,617             $ 3,189             $ 5,234            $ 6,378
Interest cost on projected benefit obligation                    8,173               7,007              16,346             14,014
Expected return on plan assets                                 (12,124)             (9,459)            (24,248)           (18,918)
Net amortization and deferrals                                   1,395               2,103               2,790              4,206
                                                      -----------------   -----------------      --------------   ----------------
Defined benefit plans                                               61               2,840                 122              5,680
Defined contribution and other retirement plans                  1,029                 812               1,938              1,615
                                                      -----------------   -----------------      --------------   ----------------
Total pension expense                                          $ 1,090             $ 3,652             $ 2,060            $ 7,295
                                                      =================   =================      ==============   ================


     The Company expects to contribute $3 million to its qualified U.S.  pension
plans in 2007. No contributions were made to these plans in the first six months
of 2007.  In the quarter and six months ended June 30,  2007,  $1 million and $2
million  of  benefit  payments  were  made,  respectively,  with  respect to the
non-qualified  plan.  The  Company  expects  to  contribute  $24  million to its
non-U.S.  pension  plans in 2007.  In the quarter and six months  ended June 30,
2007, $4 million and $7 million of  contributions  were made,  respectively,  to
these plans.

     Expense recognized for postretirement benefits other than pensions included
the following components:


                                                       Three Months Ended June 30,                Six Months Ended June 30,
(DOLLARS IN THOUSANDS)                                 2007                  2006                2007                2006
---------------------------------------------   -------------------    ------------------  -----------------   ------------------
                                                                                                          
Service cost for benefits earned                             $ 766                 $ 856            $ 1,532              $ 1,712
Interest on benefit obligation                               1,542                 1,575              3,084                3,150
Net amortization and deferrals                                 (37)                  191                (74)                 382
                                                -------------------    ------------------  -----------------   ------------------
Total postretirement benefit expense                       $ 2,271               $ 2,622            $ 4,542              $ 5,244
                                                ===================    ==================  =================   ==================


     The Company expects to contribute $3 million to its postretirement  benefit
plans in 2007. In the quarter and six months ended June 30, 2007, $1 million and
$2 million of contributions were made, respectively.

Note 12. Commitments and Contingencies:

     The Company is party to a number of lawsuits and claims  related  primarily
to flavoring  supplied by the Company to manufacturers of butter flavor popcorn.
At each balance  sheet date,  or more  frequently  as  conditions  warrant,  the
Company  reviews  the status of each  pending  claim,  as well as its  insurance
coverage for such claims with due consideration given to potentially  applicable
deductibles,  retentions and reservation of rights under its insurance policies,
and the advice of its outside legal counsel and a third party expert in modeling
insurance  deductible  amounts  with  respect  to all these  matters.  While the
ultimate outcome of any litigation cannot be predicted, management believes that
adequate  provision  has been made with  respect to all known  claims.  Based on
information  presently  available and in light of the merits of its defenses and
the  availability  of insurance,  the Company does not expect the outcome of the
above cases,  singly or in the aggregate,  to have a material  adverse effect on
the Company's financial condition,  results of operation or liquidity. There can
be no assurance  that future events will not require the Company to increase the

amount it has  accrued  for any matter or accrue for a matter  that has not been
previously accrued.

     The Company has  recognized  its expected  liability  with respect to these
claims in Other current  liabilities and expected  recoveries from its insurance
carrier  group in other  receivables  recorded  in Other  current  assets in the
accompanying  balance  sheet.  The  Company  believes  that  realization  of the
insurance receivable is probable due to the terms of the insurance policies, the
financial  strength of the insurance carrier group and the payment experience to
date of the carrier group as it relates to these claims.

     Item 2.  Management's  Discussion and Analysis of Results of Operations and
     ---------------------------------------------------------------------------
Financial Condition
-------------------

Overview
--------

     The Company is a leading  creator and  manufacturer  of  compounds  used to
impart or  improve  the  flavor  or  fragrance  in a wide  variety  of  consumer
products.

     Fragrance compounds are used in perfumes, cosmetics,  toiletries, hair care
products,  deodorants,  soaps,  detergents  and  softeners  as well as air  care
products.  Flavor products are sold to the food and beverage  industries for use
in  consumer  products  such as  prepared  foods,  beverages,  dairy,  food  and
confectionery  products. The Company is also a leading manufacturer of synthetic
ingredients  used  in  making  fragrances.  Approximately  55% of the  Company's
ingredient production is consumed internally; the balance is sold to third party
customers.

     Changing social habits resulting from such factors as changes in disposable
income,  leisure time,  health  concerns,  urbanization  and  population  growth
stimulate demand for consumer products  utilizing flavors and fragrances.  These
developments  expand the market for products with finer  fragrance  quality,  as
well as the market for colognes and toiletries. Such developments also stimulate
demand for  convenience  foods,  soft drinks and low-fat food products that must
conform to expected  tastes.  These  developments  necessitate  the creation and
development of flavors and fragrances and  ingredients  that are compatible with
newly introduced materials and methods of application used in consumer products.

     Flavors and fragrances are generally:

     - created for the exclusive use of a specific customer;
     - sold in solid or liquid  form,  in amounts  ranging  from a few pounds to
       several  tons  depending on  the nature of the end product in  which they
       are used;
     - a small  percentage of the volume and cost of the end product sold to the
       consumer; and
     - a major factor in consumer selection and acceptance of the product.

     The flavor and fragrance  industry is impacted by macroeconomic  factors in
all product categories and geographic  regions.  Such factors include the impact
of  currency on the price of raw  materials  and  operating  costs as well as on
translation of reported  results.  In addition,  pricing  pressure placed on the
Company's  customers  by  large  and  powerful  retailers  and  distributors  is
inevitably  passed  along to the Company,  and its  competitors.  Leadership  in
innovation and creativity mitigates the impact of pricing pressure.  Success and
growth in the industry is dependent  upon  creativity  and innovation in meeting
the many and varied needs of the  customers'  products in a  cost-efficient  and
effective  manner,  and with a  consistently  high level of timely  service  and
delivery.

     The Company's strategic direction is defined by the following:

     - Be a global leader in fragrances and flavors; and

     - Provide our customers with differentiated solutions.

     The Company's plan to achieve this strategy is to:

     - Execute  on our  business  unit  focus  that will  align  management  and
       resources  with the needs of its strategic  customers and provide greater
       accountability; this will drive improved results.

     - Focus its research and development  efforts on those projects  considered
       most likely to drive future profitable growth. The Company anticipates
       much of this  research  will be  conducted  internally,  but such efforts
       may be  augmented  by joint research undertakings and through acquisition
       of technology.

     - Provide  quality  products,  safe  and  suitable  for  inclusion  in its
       customers' end products; an essential element is the consistent  quality
       and  safety of  raw materials  achieved  through a  combination of steps
       including but not limited to vendor certification and quality assurance
       testing.

     - Continuously  improving  its  operations,  customer  service and related
       initiatives.

     - Build a culture  that  attracts, retains and develops the best talent in
       the world. The customers, shareholders and employees expect the best.

     As implementation of our strategy progresses, setting strategic initiatives
requires regular  establishment  and reassessment of priorities and necessitates
choices in order to provide the best  opportunity for continuous  improvement in
shareholder value.

Operations
----------

Second Quarter 2007
-------------------

     Second  quarter 2007 sales  totaled $574  million,  increasing  8% over the
prior  year  quarter;   fragrance  and  flavor  sales   increased  6%  and  11%,
respectively.  Reported sales for the 2007 quarter  benefited from the generally
weaker  U.S.  dollar,  mainly  against the Euro and Pound  Sterling,  during the
quarter; at comparable exchange rates, sales would have increased 5%.

     Fragrance  sales  increased  6%,  led by 11% growth in fine  fragrance  and
beauty care sales,  as a result of new product  introductions  and the continued
success  of  existing  creations.  Functional  fragrance  and  ingredient  sales
increased 4% and 1%, respectively.

     Flavor sales grew 11%, due to a combination  of new wins and volume growth.
Flavor sales increased in each region, both in local currency and U.S. dollars.

     Sales performance by region and product category in comparison to the prior
year quarter in both  reported  dollars and local  currency,  where  applicable,
follows:


                                          % Change in Sales- Second Quarter 2007 vs. Second Quarter 2006
                                     ----------------------------------------------------------------------------
                                        Fine       Func'l.       Ingr.     Total Frag.   Flavors       Total
                                     ----------------------------------------------------------------------------
                                                                                      
North America  Reported                   7%         11%          -1%           6%          7%           7%

Europe         Reported                  13%         14%           1%          11%         11%          11%
               Local Currency             6%          7%          -4%           4%          5%           4%

Latin America  Reported                   7%        -11%          -5%          -6%         18%           1%

Greater Asia   Reported                  15%          -            8%           5%         13%          10%
               Local Currency            12%         -1%           9%           4%         10%           8%

Total          Reported                  11%          4%           1%           6%         11%           8%
               Local Currency             7%          2%          -2%           3%          8%           5%
                                     ----------------------------------------------------------------------------

  -  North  America  fine  fragrance  growth  was driven  mainly by new  product
     introductions of $3 million partially offset by volume declines; functional
     fragrance  growth was primarily volume related.  Ingredients  volume growth
     was offset by pricing  declines.  Flavors sales growth resulted mainly from
     new product introductions of $6 million.
   - Europe sales growth was strong across both business segments.  Flavor sales
     growth resulted mainly from new product  introductions of $7 million.  Fine
     fragrance and functional  fragrance  growth was strong primarily due to new
     product   introductions  of  $9  million  and  $6  million,   respectively.
     Ingredients  performance  was  negatively  impacted  by  pricing  and  some
     shifting of orders by customers.

   - Latin   America   sales  growth   resulted   primarily   from  new  product
     introductions  of $3  million  in  fine  fragrances.  Functional  fragrance
     performance reflects the short-term impact of some product erosion.  Volume
     and pricing  declines  impacted  ingredient  sales.  Flavors growth was the
     result of new product introductions of $5 million.
   - Greater  Asia sales  growth was driven by new product  introductions  of $8
     million and volume increases of $3 million in flavors. Fragrance growth was
     mainly the result of new product  introductions  of $6 million.  Ingredient
     growth was volume related.

     The  percentage  relationship  of cost of goods  sold and  other  operating
expenses to sales for the second quarter 2007 and 2006 are detailed below.


                                                              Second Quarter
                                                         ------------------------
                                                            2007          2006
                                                         -----------   ----------
                                                                     
Costs of Goods Sold                                         57.1%         57.1%
Research and Development Expenses                            8.5%          8.6%
Selling and Adminstrative Expenses                          15.9%         16.5%

   - Gross profit,  as a percentage of sales,  totaled 42.9%,  same as the prior
     year quarter.  The sales growth drove  improved  expense  absorption,  most
     notably in flavors;  lower selling prices for fragrance ingredients and the
     impact of scaling up production in the new fragrance ingredient facility in
     China offset this improvement.
   - Research and  Development ("R&D") expenses, as a percentage of sales, were
     essentially the same as the prior year quarter.
   - Selling and Administrative ("S&A") expenses, as a percentage of sales, were
     15.9% in the current  quarter  compared to 16.5% in 2006;  reflecting  good
     cost control.
   - Interest expense increased by $2 million from the prior year, primarily due
     to higher average  interest rates on borrowings;  the average interest rate
     for the second quarter was 4.2% compared to 3.3% for the 2006 quarter.
   - The Company's second quarter  effective tax rate was 19% compared to 28% in
     the prior  year  quarter.  During  the second  quarter  2007,  the tax rate
     benefited  by 11  percentage  points  resulting  from the  reversal  of $10
     million of previously  established tax accruals no longer required based on
     rulings obtained from applicable tax jurisdictions.

First Six Months 2007
---------------------

     Sales for the six-month period ended June 30, 2007 totaled $1,140 million.

     Fragrance  sales were led by higher fine and beauty sales of 11%, driven by
both new product  introductions  and  continued  success of existing  creations.
Fragrance ingredient sales grew 10%, driven mainly by higher volumes,  partially
offset by lower average selling prices. Functional fragrance sales increased 5%.

     Flavor  sales  increased  11% due to a  combination  of new wins and volume
growth of existing creations.

     Sales performance by region and product category in comparison to the prior
year period in both  reported  dollars  and local  currency,  where  applicable,
follows:




                                           % Change in Sales- Six Months 2007 vs. Six Months 2006
                                    ------------------------------------------------------------------------
                                       Fine       Func'l.      Ingr.    Total Frag.   Flavors      Total
                                    ------------------------------------------------------------------------
                                                                                   
North America   Reported                12%         13%          1%         10%          6%          8%

Europe          Reported                10%         12%         20%         13%         11%         12%
                Local Currency           2%          4%         12%          5%          3%          4%

Latin America   Reported                14%        -11%          5%         -2%         16%          3%

Greater Asia    Reported                11%          1%          3%          4%         16%         11%
                Local Currency           9%         -1%          3%          2%         13%          8%

Total           Reported                11%          5%         10%          8%         11%          9%
                Local Currency           7%          2%          7%          5%          8%          6%
                                    ------------------------------------------------------------------------

   - North  America  fine  fragrance  growth  was driven  mainly by new  product
     introductions of $6 million; functional fragrances growth resulted from new
     product  introductions  of $2 million and volume  increases  of $5 million.
     Ingredients volume growth was partially offset by pricing declines. Flavors
     sales growth resulted mainly from new product introductions of $8 million.
   - Europe flavor sales growth resulted  mainly from new product  introductions
     and volume increases of $9 million and $2 million, respectively. Functional
     fragrance growth was strong  primarily due to new product  introductions of
     $11  million.   The  growth  in  fine  fragrance  related  to  new  product
     introductions of $14 million but was offset by volume declines.  Ingredient
     performance growth of $13 million was volume related.
   - Latin   America   sales  growth   resulted   primarily   from  new  product
     introductions  of $6  million  in  fine  fragrances.  Functional  fragrance
     performance was primarily volume related,  reflecting the short-term impact
     of some  product  erosion.  Flavors  growth was the  result of new  product
     introductions of $8 million.
   - Greater  Asia sales growth was driven by new product  introductions  of $12
     million and volume  increases of $12 million in flavors.  Fragrance  growth
     was mainly the result of new product introductions of $6 million.

     The  percentage  relationship  of cost of goods  sold and  other  operating
expenses  to sales for the  six-month  period  ended June 30,  2007 and 2006 are
detailed below.


                                                             First Six Months
                                                         -------------------------
                                                            2007          2006
                                                         -----------   -----------
                                                                     
Costs of Goods Sold                                        57.6%         57.4%
Research and Development Expenses                           8.4%          8.8%
Selling and Adminstrative Expenses                         16.0%         16.6%


   - Gross profit,  as a percentage of sales,  declined  slightly from the prior
     year period  mainly as a result of product  mix,  notably  higher  sales of
     fragrance  ingredients  and  flavor  compounds;  lower  selling  prices for
     fragrance  ingredients  contributed  to the decline.  Gross margin was also
     impacted by under  absorption of  manufacturing  costs at the new fragrance
     ingredient facility in China, which continues to scale up production.
   - Research  and  Development  ("R&D")  expenses,  as a  percentage  of sales,
     declined compared to the prior year mainly due to such expenses  increasing
     at a slower rate than sales during the year.
   - Selling and Administrative  (S&A) expenses,  as a percentage of sales, were
     16.0% in the current  quarter  compared to 16.6% in the prior year quarter,
     reflecting good cost control.  In addition,  savings were further supported
     by headcount  reductions  in 2006,  many of whom left the Company after the
     2006 first quarter.
   - Interest  expense  increased by $5 million in  comparison to the prior year
     period,  primarily due to higher average interest rates on borrowings;  the
     average interest rate for the 2007 period was 4.2% compared to 2.8% for the
     comparable 2006 period.
   - The effective tax rate was 23% compared to 28% in the prior year period. In
     2007,  the tax rate  benefited  by 6%  resulting  from the  reversal of $10
     million of previously  established tax accruals no longer required based on
     rulings obtained from applicable tax  jurisdictions.  The Company currently
     expects the effective tax rate to approximate 27.0% for 2007.

Income Taxes
------------

     In June 2006, the FASB issued  Interpretation No. 48 ("FIN 48"), Accounting
for  Uncertainty in Income Taxes,  which clarifies the application of FAS 109 by
prescribing  the  minimum  threshold  a tax  position  must  meet  before  being
recognized  in the financial  statements.  The adoption of FIN 48 did not have a
material impact on the Consolidated  Financial  Statements.  See Note 8 for more
information.

Restructuring and Other Charges
-------------------------------

     As  described in Note 2 to the  Consolidated  Financial  Statements  in the
Company's  2006  Annual  Report,   the  Company  had  undertaken  a  significant
reorganization,   including  management  changes,  consolidation  of  production
facilities and related actions. There have been no charges in the second quarter
or first six months of 2007.

     Movements  in   restructuring   liabilities,   included  in  Other  current
liabilities in the accompanying balance sheet, were (in millions):


                                                                   Asset-
                                                   Employee-      Related
                                                    Related       and Other          Total
                                                -------------  --------------  --------------
                                                                              
Balance December 31, 2006                              $ 12.9          $ 2.4          $ 15.3
Cash and other costs                                     (7.5)          (2.1)           (9.6)
                                                --------------  -------------  --------------
Balance June 30, 2007                                  $  5.4          $ 0.3          $  5.7
                                                ==============  =============  ==============


     The balance of the employee-related liabilities are expected to be utilized
by 2008 as obligations are satisfied;  the asset-related charges are expected to
be  utilized  in 2007 on final  decommissioning  and  disposal  of the  affected
equipment.

Financial Condition
-------------------

     Cash, cash equivalents and short-term  investments  totaled $125 million at
June 30, 2007  compared to $115 million at December 31,  2006.  Working  capital
totaled $802  million at June 30, 2007  compared to $633 million at December 31,
2006.  Gross additions to property,  plant and equipment were $21 million during
the first six months of 2007.  Gross additions to property,  plant and equipment
are expected to approximate $70 million in 2007.

     Operating  cash  flows for the six months  ended  June 30,  2007 were $ 100
million  compared to $121 million for the six months  ended June 30,  2006.  The
decrease  in 2007  compared to the prior year period was mainly due to payout of
$45 million of incentive  compensation  with respect to 2006  operating  results
paid in 2007;  in the 2006  period,  payouts  totaled $9 million with respect to
2005 results.

     At June 30, 2007, the Company had $805 million of debt outstanding.

     In April 2007, the Company paid a quarterly cash dividend of $.21 per share
to shareholders, unchanged from the prior quarter dividend payment. In May 2007,
the Company declared a quarterly cash dividend of $.21 per share payable in July
2007.  In July 2007,  the Company's  Board of Directors  increased its quarterly
dividend to $.23 per share payable on October 4, 2007 to  shareholders of record
on September 20, 2007.

     Under the share  repurchase  program of $300 million  authorized in October
2006,  the  Company  repurchased  approximately  1 million  shares in the second
quarter of 2007 at a cost of $49 million.  For 2007, the Company has repurchased
1.6 million  shares at a cost of $81 million.  At June 30, 2007, the Company had
approximately  $125 million  remaining  under the October 2006 Stock  Repurchase
Plan. In July 2007,  the October 2006 Stock  Repurchase  Plan was terminated and
superseded by a new program  authorized  by the Company's  Board of Directors to
repurchase up to 15% or $750 million worth of the Company's  outstanding  common
stock,  whichever  is  less.  Funding  for the  program  will  be from  existing
operating  cash  flows and  incremental  borrowings  of  approximately  $300-400
million. The Company's current borrowing facilities require that it maintain, at
the end of each  quarter,  a ratio  of net  debt for  borrowed  money to  EBITDA
(Earning Before Interest,  Taxes,  Depreciation and  Amortization) in respect of
the  previous  12-month  period  of not  more  than  3.25 to 1.  The  additional
contemplated borrowings in connection with the July 2007 program will not impact
compliance  with this  covenant.  Repurchased  shares are  available  for use in
connection  with the  Company's  employee  benefit  plans and for other  general
corporate purposes.


     The Company anticipates that its financing requirements will be funded from
internal  sources,   credit  facilities   currently  in  place  and  incremental
borrowings.  Cash flows from  operations  and  availability  under its  existing
credit facilities are expected to be sufficient to fund the Company's  currently
anticipated   normal  capital   spending  and  other  currently   expected  cash
requirements for at least the next eighteen months.

Non-GAAP Financial Measures
---------------------------

     To supplement the Company's  financial results presented in accordance with
U.S. Generally Accepted Accounting Principles ("GAAP"), the Company uses certain
non-GAAP  financial  measures.  These non-GAAP  financial measures should not be
considered  in  isolation,  or as a substitute  for, or superior  to,  financial
measures  calculated in accordance with GAAP. These non-GAAP  financial measures
as  disclosed  by the Company may also be  calculated  differently  from similar
measures disclosed by other companies.  To ease the use and understanding of our
supplemental non-GAAP financial measures, the Company includes the most directly
comparable GAAP financial measure.

     The  Company  discloses,  and  management  internally  monitors,  the sales
performance of international  operations on a basis that eliminates the positive
or negative  effects that result from  translating  foreign  currency sales into
U.S. dollars.  Management uses this measure because it believes that it enhances
the assessment of the sales performance of its international  operations and the
comparability between reporting periods.

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
-------------------------------------------------------------------------------

Statements in this report,  which are not historical  facts or information,  are
"forward-looking  statements"  within  the  meaning  of The  Private  Securities
Litigation  Reform Act of 1995.  Such  forward-looking  statements  are based on
management's  current assumptions,  estimates and expectations.  Certain of such
forward-looking  information  may be  identified  by  such  terms  as  "expect,"
"believe,"  "outlook,"  "guidance,"  "may,"  and  similar  terms  or  variations
thereof.  All information  concerning  future  revenues,  tax rates or benefits,
interest  savings,  earnings  and other  future  financial  results or financial
position,   constitutes   forward-looking   information.   Such  forward-looking
statements involve  significant risks,  uncertainties and other factors.  Actual
results of the Company may differ  materially from any future results  expressed
or implied by such  forward-looking  statements.  Such  factors  include,  among
others, the following: general economic and business conditions in the Company's
markets,  including  economic,  population  health and political  uncertainties;
interest  rates;  the price,  quality and  availability  of raw  materials;  the
Company's ability to implement its business strategy,  including the achievement
of anticipated  cost savings,  profitability  and growth targets;  the impact on
cash and the impact of increased  borrowings  related to the July 2007 announced
share repurchase program;  the impact of currency  fluctuation or devaluation in
the Company's principal foreign markets and the success of the Company's hedging
and  risk  management  strategies;  the  outcome  of  uncertainties  related  to
litigation;  uncertainties  related  to  any  potential  claims  and  rights  of
indemnification  or other  recovery for  customer  and consumer  reaction to its
earlier  contamination issue; the impact of possible pension funding obligations
and  increased  pension  expense  on the  Company's  cash  flow and  results  of
operations;  and the  effect of legal  and  regulatory  proceedings,  as well as
restrictions  imposed on the Company,  its operations or its  representatives by
foreign governments. The Company intends its forward-looking statements to speak
only as of the time of such  statements and does not undertake or plan to update
or revise them as more  information  becomes  available or to reflect changes in
expectations, assumptions or results.

Any public  statements or  disclosures by IFF following this release that modify
or impact any of the outlook or other forward-looking statements contained in or
accompanying  this release or as part of the webcast will be deemed to modify or
supersede such outlook or other  forward-looking  statements in or  accompanying
this release or the webcast.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
------------------------------------------------------------------

     There are no material changes in market risk from the information  provided
in the Company's 2006 Annual Report on Form 10-K.

Item 4. Controls and Procedures
-------------------------------

     The Company's Chief Executive Officer and Chief Financial Officer, with the
assistance  of other  members of the Company's  management,  have  evaluated the
effectiveness of the Company's  disclosure controls and procedures as of the end
of the period  covered  by this  Quarterly  Report on Form  10-Q.  Based on such
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
have  concluded  that the  Company's  disclosure  controls  and  procedures  are
effective as of the end of the reporting period covered by this report.

     The Company's Chief Executive Officer and Chief Financial Officer have also
concluded that there have not been any changes in the Company's internal control
over  financial  reporting  during the  quarter  ended  June 30,  2007 that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.


                           PART II. OTHER INFORMATION
                           --------------------------

Item 1.     Legal Proceedings
            -----------------

     The Company is subject to various  claims and legal actions in the ordinary
course of its business.

     In  September  2001,  the Company  was named as a defendant  in a purported
class action brought against it in the Circuit Court of Jasper County, Missouri,
on behalf of employees of a plant owned and operated by  Gilster-Mary  Lee Corp.
in Jasper, Missouri (Benavides case). The plaintiffs alleged that they sustained
respiratory  injuries in the workplace due to the use by  Gilster-Mary  Lee of a
BBA and/or IFF flavor.  For purposes of reporting these actions,  BBA and/or IFF
are referred to as the "Company".

     In  January  2004,  the  Court  ruled  that  class  action  status  was not
warranted.  As a result of this decision,  each of the 47 plaintiff cases was to
be tried separately.  Subsequently,  8 cases were tried to a verdict, 4 verdicts
resulted for the  plaintiffs  and 4 verdicts  resulted  for the Company,  all of
which were  appealed  by the losing  party.  Subsequently  all  plaintiff  cases
related to the Benavides case, including those on appeal, were settled.

     Fifteen  other  actions  based on  similar  claims of  alleged  respiratory
illness due to workplace  exposure to flavor  ingredients are currently  pending
against the Company and other flavor suppliers and related companies.

     In  March  2003,  the  Company  and  another  flavor  supplier  were  named
defendants in a lawsuit  filed in the Court of Common Pleas of Hamilton  County,
Ohio by 29 former and current workers at a Marion,  Ohio factory.  All claims in
this case have been settled or dismissed (Arthur case). In May 2004, the Company
and another flavor supplier were named defendants,  and subsequently a number of
third  party  defendants  were  added,  in a lawsuit  by 4 former  workers  at a
Ridgeway,  Illinois  factory in an action  brought in the Circuit  Court for the
Second Judicial  Circuit,  Gallatin  County,  Illinois (Barker case) and another
concerning  8 other  workers  and 4 spouses at this same plant was filed in July
2004 and is pending in this same Court  against  the same  defendants  (Batteese
case).  In an action filed in January  2006,  the Company and three other flavor
suppliers were named  defendants in a lawsuit by 1 worker at a Sioux City,  Iowa
facility which is pending in U.S.  District  Court for the Northern  District of
Iowa. This case has settled (Kuiper case). In June 2004, the Company and 3 other
flavor  suppliers were named  defendants in a lawsuit by 1 plaintiff  brought in
the Court of Common Pleas,  Hamilton County,  Ohio. Summary judgment in favor of
the Company was granted in June 2007 (Mitchell case). In June 2004,  the Company
and 2 other  flavor  suppliers  were named  defendants  in a lawsuit by 1 former
worker and spouse at a Northlake,  Illinois facility in an action brought in the
Circuit Court of Cook County,  Illinois.  Fourteen third party  defendants  have
been added (Lopez case). In August 2004, the Company and another flavor supplier
were  named  defendants  in a lawsuit  by 15 former  workers  at a Marion,  Ohio
factory in an action brought in the Court of Common Pleas, Marion County,  Ohio.
This case was fully  settled in May 2007  (Williams  case).  In March 2005,  the
Company and 6 other  companies  were named  defendants  in a lawsuit by 1 former
employee and spouse of Bell Flavors and Fragrances, Inc. in an action brought in
the Circuit Court of Cook County,  Illinois  (Robinson  case). In July 2005, the
Company and 9 other flavor and chemical  suppliers  were named  defendants  in a
lawsuit by 1 former worker and spouse of Brach's Confections,  Inc. in an action
brought in the Circuit Court of Cook County, Illinois. Brach's has been added as
a third party defendant (Campbell case). In August 2005, the Company and 8 other
companies,  including a flavor trade  association  and consulting  agency,  were
named  defendants  in a lawsuit by 3 former  employees of the  Gilster-Mary  Lee
facility in McBride,  Missouri in the  Missouri  Circuit  Court,  32nd  Judicial
Circuit (Fults case). In November 2005, the Company, a flavor trade association,
and a consulting  agency were named defendants in a lawsuit by 1 former employee
of the Snappy Popcorn Company in Breda,  Iowa brought in U.S. District Court for
the Northern District of Iowa,  Western Division.  This case was settled in July
2007 (Weimer case).  In August 2006, the Company and 3 other flavor and chemical
suppliers were named  defendants in a lawsuit by 39 current and former employees
and/or a neighbor of the  Gilster-Mary  Lee facility in Jasper,  Missouri in the
Missouri  Circuit  Court of Jasper  County  (Arles case) and 5 other current and
former  employees in the same Court (Bowan case).  In November 2006, the Company
and 15 other flavor and chemical  suppliers  were named  defendants in a lawsuit
filed in the Circuit  Court of Cook  County,  Illinois by 1 plaintiff  allegedly
injured by exposure to butter flavor and other substances at various  facilities
in which he worked (Solis case). In January 2007, the Company and 3 other flavor
suppliers  were named  defendants  in a lawsuit filed in Hamilton  County,  Ohio
Court of Common Pleas by 4 former employees of a popcorn packaging plant in Iowa
City,  Iowa (Blood  case).  In January  2007,  the  Company  and another  flavor
supplier were named defendants in a lawsuit filed in Hamilton County, Ohio Court
of Common  Pleas by  approximately  233  current  and  former  employees  of two
separate  Marion,  Ohio  factories  and 103 spouses of such  employees  (Aldrich
case).  In June  2007,  the  Company  and  another  flavor  supplier  were named
defendants in a lawsuit filed in Hamilton County,  Ohio Court of Common Pleas by
58 current and former  employees  of a Marion,  Ohio  facility and 18 spouses of
such employees  (Arnold case).  In May 2007, the Company and 14 other  companies
were  named  defendants  in a lawsuit  filed in  Circuit  Court of Cook  County,

Illinois by 5 former employees of Brach's Confections, Inc. in Chicago, Illinois
(Williams  case).  In June 2007,  the Company and 19 other  companies were named
defendants in a lawsuit  filed in Circuit  Court of Perry County,  Missouri by 5
former employees of a McBride, Missouri facility (Geile case). In July 2007, the
Company and another flavor manufacturer were named defendants in a lawsuit filed
in Hamilton County, Ohio Court of Common Pleas by 128 current and former workers
of two Ohio facilities and 52 spouses of such employees (Adamson case).

     The Company believes that all IFF and BBA flavors at issue in these matters
meet the requirements of the U.S. Food and Drug  Administration and are safe for
handling and use by workers in food manufacturing  plants when used according to
specified safety procedures.  These procedures are detailed in instructions that
IFF and BBA  provided to all their  customers  for the safe  handling and use of
their flavors.  It is the responsibility of IFF's customers to ensure that these
instructions, which include the use of appropriate engineering controls, such as
adequate ventilation,  prior handling procedures and respiratory  protection for
workers, are followed in the workplace.

     At each balance sheet date, or more frequently as conditions  warrant,  the
Company  reviews  the status of each  pending  claim,  as well as its  insurance
coverage for such claims with due consideration given to potentially  applicable
deductibles,  retentions and reservation of rights under its insurance policies,
and the advice of its outside legal counsel and a third party expert in modeling
insurance  deductible  amounts  with  respect  to all these  matters.  While the
ultimate outcome of any litigation cannot be predicted, management believes that
adequate  provision  has been made with  respect to all known  claims.  Based on
information  presently  available and in light of the merits of its defenses and
the  availability  of insurance,  the Company does not expect the outcome of the
above cases,  singly or in the aggregate,  to have a material  adverse effect on
the Company's financial condition,  results of operation or liquidity. There can
be no assurance  that future events will not require the Company to increase the
amount it has  accrued  for any matter or accrue for a matter  that has not been
previously  accrued.  See  Note 12 of the  Notes to the  Consolidated  Financial
Statements.

     Over the past 20 years,  various federal and state  authorities and private
parties have claimed that the Company is a  potentially  responsible  party as a
generator of waste  materials  for alleged  pollution at a number of waste sites
operated by third parties located  principally in New Jersey and seek to recover
costs incurred and to be incurred to clean up the sites.

     The waste site claims and suits usually involve million dollar amounts, and
most of them are asserted against many potentially responsible parties. Remedial
activities  typically  consist of several  phases  carried  out over a period of
years.  Most site remedies begin with  investigation  and  feasibility  studies,
followed  by  physical  removal,   destruction,   treatment  or  containment  of
contaminated  soil and debris,  and  sometimes  by  groundwater  monitoring  and
treatment.  To date, the Company's  financial  responsibility for some sites has
been settled  through  agreements  granting the Company,  in exchange for one or
more cash payments made or to be made,  either complete release of liability or,
for certain  sites,  release  from  further  liability  for early  and/or  later
remediation phases,  subject to certain "re-opener" clauses for later-discovered
conditions.  Settlements in respect of some sites involve,  in part,  payment by
the Company and other parties of a percentage  of the site's future  remediation
costs over a period of years.

     The Company believes that the amounts it has paid and anticipates paying in
the future for  clean-up  costs and damages at all sites are not and will not be
material  to  the  Company's  financial  condition,  results  of  operations  or
liquidity,  because of the  involvement of other large  potentially  responsible
parties at most sites, because payment will be made over an extended time period
and  because,  pursuant to an  agreement  reached in July 1994 with three of the
Company's liability insurers, defense costs and indemnity amounts payable by the
Company in respect of the sites will be shared by the  insurers  up to an agreed
amount.




Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
              -----------------------------------------------------------

(c)      Issuer Purchases of Equity Securities
         -------------------------------------




                                                                        Total Number of Shares        Approximate Dollar Value of
                               Total Number of                           Purchased as Part of            Shares that may yet be
                               Shares Purchased   Average Price       Publicly Announced Program    purchased under the Program (1)
                                     (1)          Paid per Share                  (1)
                              ------------------- ------------------ ------------------------------ -------------------------------
                                                                                                        
  April  1 - 30, 2007                   0                $0                         0                           $174,746,000
  May 1 - 31, 2007                   300,000           $51.23                     300,000                       $159,378,000
  June 1 - 30, 2007                  665,000           $50.92                     665,000                       $125,515,000


(1)  An aggregate of 965,000 shares of common stock were repurchased  during the
     second  quarter of 2007 under a  repurchase  program  announced  in October
     2006. Under the program,  the Board of Directors approved the repurchase by
     the Company of up to $300 million of its common  stock.  In July 2007,  the
     October 2006 Stock  Repurchase  Plan was terminated and superseded by a new
     program  authorized by the Company's Board of Directors to repurchase up to
     15% or $750  million  worth  of the  Company's  outstanding  common  stock,
     whichever is less.

Item 4.        Submission of Matters to a Vote of Security Holders
               ---------------------------------------------------

     The following  matters were submitted to a vote of security  holders during
the Company's annual meeting of shareholders held on May 8, 2007:



                                                               Votes Cast For             Authority Withheld
1.)      Election of Directors
                                                                                              
           Margaret Hayes Adame                                  77,955,200                     3,390,558
           Robert M. Amen                                        78,918,887                     2,426,871
           Gunter Blobel                                         78,830,691                     2,515,067
           J. Michael Cook                                       79,092,168                     2,253,590
           Peter A. Georgescu                                    77,780,235                     3,565,523
           Alexandra A. Herzan                                   79,095,888                     2,249,870
           Henry W. Howell, Jr.                                  79,280,455                     2,065,303
           Arthur C. Martinez                                    78,265,307                     3,080,451
           Burton M. Tansky                                      79,095,553                     2,250,204




     2.)                                       For                Against        Abstentions        Broker
                                                                                                   Non-Votes
           -------------------------------- ----------------- ---------------- ----------------- --------------
                                                                                          
           Ratification of
           PricewaterhouseCoopers LLP as       77,255,888        2,765,011        1,324,858           ---
           independent registered public
           accounting firm
           -------------------------------- ----------------- ---------------- ----------------- --------------



     3.)                                       For               Against         Abstentions       Broker
                                                                                                  Non-Votes
           -------------------------------- ----------------- ---------------- ----------------- --------------
                                                                                          
           Reapproval of the business
           criteria used for setting           70,386,170        3,641,504        1,631,312       5,686,762
           performance goals under the
           2000 Stock Award and Incentive
           Plan
           -------------------------------- ----------------- ---------------- ----------------- --------------



Item 6.           Exhibits
------            --------

 3(ii)            By-laws of registrant, incorporated by reference to Exhibit 3
                  (ii) to Registrants Report on Form 8-K filed on July 16, 2007.

10.1              2000 Supplemental Stock Award Plan, as amended and restated
                  effective as of March 6, 2007.

10.2              Form of International Flavors & Fragrances Inc. 2000 Stock
                  Award and Incentive Plan Purchased Restricted Stock Agreement.

10.3              Form of International Flavors & Fragrances Inc. 2000 Stock
                  Award and Incentive Plan Restricted Stock Unit Agreement.

10.4              Form of International Flavors & Fragrances Inc. 2000 Stock
                  Award and Incentive Plan Stock Settled Appreciation Rights
                  Agreement.

10.5              Form of International Flavors & Fragrances Inc. 2000 Stock
                  Award and Incentive Plan Non-Employee Director Restricted
                  Stock Units Agreement.

31.1              Certification of Robert M. Amen pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

31.2              Certification of Douglas J. Wetmore pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

32                Certification of Robert M. Amen and Douglas J. Wetmore
                  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the
                  Sarbanes-Oxley Act of 2002.





                                   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.

                                  INTERNATIONAL FLAVORS & FRAGRANCES INC.


           Dated: August 7, 2007     By:  /s/ Douglas J. Wetmore
                                     -------------------------------------------
                                     Name:   Douglas J. Wetmore
                                     Title:  Senior Vice President
                                              and Chief Financial Officer



           Dated: August 7, 2007     By:  /s/ Dennis M. Meany
                                     -------------------------------------------
                                     Name:   Dennis M. Meany
                                     Title:  Senior Vice President,
                                              General Counsel and Secretary






                                                                 Exhibit 31.1
                                  CERTIFICATION
                                  -------------

I, Robert M. Amen, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of International Flavors
     & Fragrances Inc.;

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(s) 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

5.   The registrant's other certifying officer(s) 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 the 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 control 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.

Dated: August 7, 2007
                                             By: /s/ Robert M. Amen
                                             -------------------------------
                                             Name:  Robert M. Amen
                                             Title: Chairman of the Board
                                                    and Chief Executive Officer

                                                                   Exhibit 31.2

                                  CERTIFICATION
                                  -------------

I, Douglas J. Wetmore, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of International Flavors
     & Fragrances Inc.;

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(s) 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

5.   The registrant's other certifying officer(s) 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 the 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 control 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.

Dated: August 7, 2007

                                           By: /s/ Douglas J. Wetmore
                                           -------------------------------
                                           Name:   Douglas J. Wetmore
                                           Title:  Senior Vice President
                                                   and Chief Financial Officer




                                                                  Exhibit 32

        CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of International  Flavors &
Fragrances Inc. (the "Company") for the quarterly  period ended June 30, 2007 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Robert M.  Amen,  as Chief  Executive  Officer of the  Company,  and
Douglas J. Wetmore, as Chief Financial Officer, each hereby certifies,  pursuant
to 18 U.S.C.  (section)  1350,  as  adopted  pursuant  to  (section)  906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.



By:  /s/ Robert M. Amen
----------------------------------------------------------
Name:  Robert M. Amen
Title: Chairman of the Board
       and Chief Executive Officer
Dated: August 7, 2007


By:  /s/ Douglas J. Wetmore
----------------------------------------------------------
Name:  Douglas J. Wetmore
Title: Senior Vice President
       and Chief Financial Officer
Dated: August 7, 2007



                                                                 Exhibit 10.1











                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

--------------------------------------------------------------------------------
                       2000 Supplemental Stock Award Plan
                      As Amended and Restated March 6, 2007

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









                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Supplemental Stock Award Plan
                      As Amended and Restated March 6, 2007


                                                                       Page

1.        Purpose................................................      1


2.        Definitions............................................      1


3.        Administration.........................................      2


4.        Stock Subject to Plan..................................      3


5.        Eligibility ...........................................      3


6.        Specific Terms of Awards...............................      4


7.        Certain Provisions Applicable to Awards................      7


8.        Change in Control......................................      7


9.        Additional Award Forfeiture Provisions.................     10


10.       General Provisions.....................................     12



                     INTERNATIONAL FLAVORS & FRAGRANCES INC.


                       2000 Supplemental Stock Award Plan
                      As Amended and Restated March 6, 2007


     1.  Purpose.  The purpose of this 2000  Supplemental  Stock Award Plan (the
"Plan")  is  to  aid  International  Flavors  &  Fragrances  Inc.,  a  New  York
corporation (the "Company"), in attracting,  retaining, motivating and rewarding
employees,  other than  executive  officers and  directors  of the Company,  and
certain  other  persons who provide  substantial  services to the Company or its
subsidiaries   or   affiliates,   to  provide  for  equitable  and   competitive
compensation  opportunities,  to recognize  individual  contributions and reward
achievement  of Company goals,  and promote the creation of long-term  value for
shareholders  by closely  aligning the interests of  Participants  with those of
shareholders. The Plan authorizes stock-based incentives for Participants.

     2.  Definitions.  In addition  to the terms  defined in Section 1 above and
elsewhere in the Plan, the following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

          (a) "Award" means any Option, SAR,  Restricted Stock,  Deferred Stock,
     Stock granted as a bonus or in lieu of another award,  Dividend Equivalent,
     Other Stock-Based  Award, or Performance  Award,  together with any related
     right or interest, granted to a Participant under the Plan.

          (b)  "Beneficiary"  means any family  member or members,  including by
     marriage  or  adoption,  any trust in which the  Participant  or any family
     member or members have more than 50% of the  beneficial  interest,  and any
     other entity in which the  Participant  or any family member or members own
     more  than 50% of the  voting  interests,  in each case  designated  by the
     Participant in his most recent written  Beneficiary  designation filed with
     the  Committee  as  entitled  to  exercise  rights or receive  benefits  in
     connection  with the  Award  (or any  portion  thereof),  or if there is no
     surviving designated Beneficiary, then the person, persons, trust or trusts
     entitled by will or the laws of descent and distribution to exercise rights
     or receive  benefits in  connection  with the Award on behalf or in lieu of
     such non-surviving designated Beneficiary.

          (c) "Board" means the Company's Board of Directors.

          (d) "Change in Control" and related terms have the meanings  specified
     in Section 8.

          (e)  "Code"  means the  Internal  Revenue  Code of 1986,  as  amended.
     References to any provision of the Code or regulation (including a proposed
     regulation)   thereunder   shall  include  any  successor   provisions  and
     regulations.

          (f) "Committee" means a committee of two or more directors  designated
     by the Board to administer the Plan;  provided,  however,  that,  directors
     appointed  or serving as members  of a Board  committee  designated  as the
     Committee  shall not be  employees  of the  Company  or any  subsidiary  or
     affiliate.  The full  Board  may  perform  any  function  of the  Committee
     hereunder,  and the Committee may delegate authority as provided in Section
     3(b), in which case the term  "Committee"  shall refer to the Board or such
     delegee.

          (g) "Deferred  Stock" means a right,  granted to a  Participant  under
     Section 6(e), to receive Stock or other Awards or a combination  thereof at
     the end of a specified  deferral period.  Such Awards may be denominated as
     "Restricted Stock Units" as well.


          (h)  "Dividend  Equivalent"  means a right,  granted to a  Participant
     under Section 6(g), to receive cash, Stock,  other Awards or other property
     equal in value to all or a  specified  portion of the  dividends  paid with
     respect to a specified number of shares of Stock.

          (i)  "Effective  Date" means the effective  date  specified in Section
     10(o).

          (j) "Eligible Person" has the meaning specified in Section 5.

          (k)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended. References to any provision of the Exchange Act or rule (including
     a proposed  rule)  thereunder  shall include any successor  provisions  and
     rules.

          (l) "Fair Market  Value" means the fair market value of Stock,  Awards
     or other  property  as  determined  by the  Committee  or under  procedures
     established by the Committee. Unless otherwise determined by the Committee,
     the Fair Market Value of Stock shall be the closing sale price  reported on
     the  composite  tape of the New York Stock  Exchange on the day as of which
     such value is being determined or, if there is no sale on that day, then on
     the last previous day on which a sale was reported.

          (m) "Option"  means a right,  granted to a  Participant  under Section
     6(b),  to  purchase  Stock or other  Awards  at a  specified  price  during
     specified time periods.

          (n) "Other  Stock-Based  Awards" means Awards granted to a Participant
     under Section 6(h).

          (o)  "Participant"  means a person who has been granted an Award under
     the Plan which remains outstanding,  including a person who is no longer an
     Eligible Person.

          (p)  "Performance  Award"  means a  conditional  right,  granted  to a
     Participant  under  Section  6(i),  to  receive  Stock or other  Awards  or
     payments,  as determined by the Committee,  based upon performance criteria
     specified by the Committee.

          (q)  "Restricted  Stock" means Stock  granted to a  Participant  under
     Section  6(d) which is subject  to  certain  restrictions  and to a risk of
     forfeiture.

          (r) "Stock"  means the Company's  Common  Stock,  and any other equity
     securities  of the Company that may be  substituted  or  resubstituted  for
     Stock pursuant to Section 10(c).

          (s) "Stock  Appreciation  Rights" or "SAR" means a right  granted to a
     Participant under Section 6(c).

     3. Administration.

     (a)  Authority  of the  Committee.  The Plan shall be  administered  by the
Committee,  which shall have full and final  authority,  in each case subject to
and consistent  with the provisions of the Plan, to select  Eligible  Persons to
become  Participants;  to grant  Awards;  to  determine  the type and  number of
Awards,  the dates on which  Awards  may be  exercised  and on which the risk of
forfeiture or deferral period  relating to Awards shall lapse or terminate,  the
acceleration of any such dates,  the expiration date of any Award,  whether,  to
what  extent,  and under  what  circumstances  an Award may be  settled,  or the
exercise price of an Award may be paid, in cash,  Stock,  other Awards, or other
property,  and other terms and conditions of, and all other matters relating to,
Awards; to prescribe documents evidencing or setting terms of Awards (such Award
documents need not be identical for each Participant),  amendments thereto,  and
rules and regulations for the administration of the Plan and amendments thereto;
to construe and  interpret  the Plan and Award  documents  and correct  defects,
supply  omissions or reconcile  inconsistencies  therein;  and to make all other
decisions and  determinations  as the Committee may deem  necessary or advisable
for the  administration of the Plan.  Decisions of the Committee with respect to
the administration  and  interpretation of the Plan shall be final,  conclusive,
and binding upon all persons  interested  in the Plan,  including  Participants,
Beneficiaries, transferees under Section 10(b) and other persons claiming rights
from or through a Participant, and shareholders.


     (b) Manner of Exercise of Committee  Authority.  The Committee may delegate
to  officers  or managers of the  Company or any  subsidiary  or  affiliate,  or
committees thereof, the authority,  subject to such terms as the Committee shall
determine, to perform such functions, including administrative functions, as the
Committee  may  determine.  The  express  grant  of any  specific  power  to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee.

     (c) Limitation of Liability. The Committee and each member thereof, and any
person  acting  pursuant  to  authority  delegated  by the  Committee,  shall be
entitled,  in good  faith,  to rely or act upon any report or other  information
furnished by any executive officer,  other officer or employee of the Company or
a subsidiary or affiliate,  the Company's independent  auditors,  consultants or
any other agents  assisting in the  administration  of the Plan.  Members of the
Committee,  any person acting pursuant to authority  delegated by the Committee,
and any officer or employee of the Company or a subsidiary  or affiliate  acting
at the  direction  or on  behalf  of the  Committee  or a  delegee  shall not be
personally  liable for any action or  determination  taken or made in good faith
with respect to the Plan,  and shall,  to the extent  permitted by law, be fully
indemnified  and  protected  by the Company  with  respect to any such action or
determination.

     4. Stock Subject to Plan.

     (a) Overall Number of Shares Available for Delivery.  Subject to adjustment
as provided in Section  10(c),  the total number of shares of Stock reserved and
available  for  delivery  in  connection  with  Awards  under the Plan  shall be
4,500,000 shares;  provided,  however, that the total number of shares which may
be issued and  delivered in  connection  with Awards other than Options and SARs
shall not exceed  100,000.  Any shares of Stock  delivered  under the Plan shall
consist of authorized and unissued shares,  unless the Company's General Counsel
determines that treasury shares shall be delivered under the Plan.

     (b) Share  Counting  Rules.  The  Committee may adopt  reasonable  counting
procedures  to ensure  appropriate  counting,  avoid  double  counting  (as, for
example, in the case of tandem or substitute awards) and make adjustments if the
number of shares of Stock actually  delivered  differs from the number of shares
previously counted in connection with an Award;  provided,  however, that shares
withheld in payment of taxes upon vesting of  Restricted  Stock and shares equal
to the number of outstanding shares surrendered in payment of the exercise price
or taxes relating to an Award shall not become available again under the Plan if
the  withholding or surrender  transaction  occurs more than ten years after the
date of adoption of the Plan,  and otherwise  shares shall not become  available
under this Section 4(b) in an event that would constitute a "material  revision"
of the Plan subject to shareholder  approval under then applicable  rules of the
New York Stock Exchange.  Shares subject to an Award that is canceled,  expired,
forfeited,  settled in cash or otherwise terminated without a delivery of shares
to the  Participant  will again be available for Awards,  and shares withheld in
payment of the exercise  price or taxes relating to an Award and shares equal to
the number  surrendered in payment of any exercise price or taxes relating to an
Award shall be deemed to constitute  shares not delivered to the Participant and
shall be deemed to again be available for Awards under the Plan. In addition, in
the case of any Award  granted  in  substitution  for an award of a  company  or
business acquired by the Company or a subsidiary or affiliate,  shares issued or
issuable in connection with such  substitute  Award shall not be counted against
the number of shares  reserved under the Plan, but shall be available  under the
Plan by virtue of the  Company's  assumption of the plan or  arrangement  of the
acquired company or business.


     5.  Eligibility.  Awards  may be  granted  under the Plan only to  Eligible
Persons.  For purposes of the Plan,  an "Eligible  Person" means a person who is
not an  executive  officer or  director of the Company but who is an employee of
the Company or any  subsidiary  or  affiliate,  a consultant or other person who
provides substantial services to the Company or a subsidiary or affiliate,  or a
person  who has been  offered  employment  by the  Company  or a  subsidiary  or
affiliate, provided that such prospective employee or consultant or other person
may not receive any  payment or  exercise  any right  relating to an Award until
such  person has  commenced  employment  with or  providing  of  services to the
Company or a  subsidiary  or  affiliate.  An employee on leave of absence may be
considered  as still in the employ of the Company or a  subsidiary  or affiliate
for purposes of eligibility for  participation  in the Plan. For purposes of the
Plan,  a joint  venture in which the Company or a subsidiary  has a  substantial
direct  or  indirect  equity  investment  shall be deemed  an  affiliate,  if so
determined by the Committee.

       6.     Specific Terms of Awards.

     (a) General. Awards may be granted on the terms and conditions set forth in
this  Section  6. In  addition,  the  Committee  may  impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 10(e)),
such additional terms and conditions,  not  inconsistent  with the provisions of
the Plan, as the Committee shall determine, including terms requiring forfeiture
of  Awards  in  the  event  of  termination  of  employment  or  service  by the
Participant and terms permitting a Participant to make elections relating to his
or her Award.  The Committee shall retain full power and discretion with respect
to any term or condition of an Award that is not mandatory  under the Plan.  The
Committee shall require the payment of lawful  consideration for an Award to the
extent   necessary  to  satisfy  the  requirements  of  the  New  York  Business
Corporation Law, and may otherwise require payment of consideration for an Award
except as limited by the Plan.

     (b) Options.  The Committee is authorized to grant Options to  Participants
on the following terms and conditions:

          (i) Exercise Price. The exercise price per share of Stock  purchasable
     under an Option shall be  determined by the  Committee,  provided that such
     exercise  price shall be not less than the Fair Market  Value of a share of
     Stock on the date of grant of such  Option,  subject to  Sections  6(f) and
     7(a).

          (ii) Option Term;  Time and Method of Exercise.  The  Committee  shall
     determine the term of each Option, provided that in no event shall the term
     of any  Option  exceed a period  of ten years  from the date of grant.  The
     Committee shall  determine the time or times at which or the  circumstances
     under which an Option may be exercised in whole or in part (including based
     on achievement of  performance  goals and/or future service  requirements),
     the methods by which such  exercise  price may be paid or deemed to be paid
     and the form of such payment (subject to Section 10(j)), including, without
     limitation,  cash, Stock,  other Awards or awards granted under other plans
     of the Company or any subsidiary or affiliate, or other property (including
     through  "cashless  exercise"  arrangements,  to the  extent  permitted  by
     applicable  law, but excluding any exercise method in which a personal loan
     would be made from the Company to the  Participant),  and the methods by or
     forms in which  Stock  will be  delivered  or  deemed  to be  delivered  in
     satisfaction of Options to  Participants  (including  deferred  delivery of
     shares representing the Option "profit," at the election of the Participant
     or as mandated by the Committee,  with such deferred  shares subject to any
     vesting, forfeiture or other terms as the Committee may specify).

     (c) Stock  Appreciation  Rights. The Committee is authorized to grant SAR's
to Participants on the following terms and conditions:

          (i) Right to Payment.  An SAR shall confer on the  Participant to whom

     it is granted a right to receive,  upon exercise thereof, the excess of (A)
     the Fair Market  Value of one share of Stock on the date of  exercise  over
     (B) the grant price of the SAR as determined by the Committee, but which in
     no event  will be less  than  100% of the Fair  Market  Value of a share of
     Stock on the date of grant of the SAR.

          (ii) Other Terms.  The Committee shall determine the term of each SAR,
     provided  that in no event shall the term of any SAR exceed a period of ten
     years from the date of grant.  The Committee shall determine at the date of
     grant or thereafter, the time or times at which and the circumstances under
     which a SAR may be  exercised  in  whole  or in part  (including  based  on
     achievement of performance goals and/or future service  requirements),  the
     method of exercise, method of settlement,  form of consideration payable in
     settlement,  method by or forms in which Stock will be  delivered or deemed
     to be  delivered  to  Participants,  and  whether  or  not a SAR  shall  be
     free-standing  or in tandem or  combination  with any other Award.  Limited
     SARs that may only be exercised in  connection  with a Change in Control or
     other event as specified by the Committee may be granted on such terms, not
     inconsistent with this Section 6(c), as the Committee may determine.

     (d) Restricted Stock. The Committee is authorized to grant Restricted Stock
to Participants on the following terms and conditions:

          (i) Grant and Restrictions.  Restricted Stock shall be subject to such
     restrictions on transferability, risk of forfeiture and other restrictions,
     if  any,  as  the  Committee  may  impose,  which  restrictions  may  lapse
     separately  or in  combination  at such  times,  under  such  circumstances
     (including based on achievement of performance  goals and/or future service
     requirements),  in such  installments  or  otherwise  and under  such other
     circumstances  as the  Committee  may  determine  at the  date of  grant or
     thereafter. Except to the extent restricted under the terms of the Plan and
     any Award document relating to the Restricted Stock, a Participant  granted
     Restricted  Stock shall have all of the rights of a shareholder,  including
     the right to vote the Restricted  Stock and the right to receive  dividends
     thereon (subject to any mandatory reinvestment or other requirement imposed
     by the Committee).

          (ii) Forfeiture. Except as otherwise determined by the Committee, upon
     termination  of employment  or service  during the  applicable  restriction
     period, Restricted Stock that is at that time subject to restrictions shall
     be forfeited and reacquired by the Company; provided that the Committee may
     provide,  by rule or regulation or in any Award document,  or may determine
     in any individual case, that restrictions or forfeiture conditions relating
     to Restricted Stock will lapse in whole or in part,  including in the event
     of terminations resulting from specified causes.

          (iii) Certificates for Stock.  Restricted Stock granted under the Plan
     may be  evidenced  in such  manner as the  Committee  shall  determine.  If
     certificates  representing  Restricted  Stock are registered in the name of
     the Participant,  the Committee may require that such  certificates bear an
     appropriate  legend  referring to the terms,  conditions  and  restrictions
     applicable  to such  Restricted  Stock,  that the Company  retain  physical
     possession of the  certificates,  and that the Participant  deliver a stock
     power to the Company, endorsed in blank, relating to the Restricted Stock.

          (iv) Dividends and Splits.  As a condition to the grant of an Award of
     Restricted  Stock,  the Committee may require that any dividends  paid on a
     share of  Restricted  Stock  shall be either (A) paid with  respect to such
     Restricted  Stock at the dividend  payment date in cash,  in kind,  or in a
     number of shares of unrestricted  Stock having a Fair Market Value equal to
     the amount of such dividends, or (B) automatically reinvested in additional
     Restricted  Stock or held in kind, which shall be subject to the same terms
     as applied to the  original  Restricted  Stock to which it relates,  or (C)
     deferred  as to  payment,  either as a cash  deferral or with the amount or
     value thereof  automatically deemed reinvested in shares of Deferred Stock,
     other  Awards or other  investment  vehicles,  subject to such terms as the
     Committee  shall  determine  or  permit  a  Participant  to  elect.  Unless

     otherwise determined by the Committee, Stock distributed in connection with
     a Stock  split or Stock  dividend,  and  other  property  distributed  as a
     dividend,  shall be subject to restrictions and a risk of forfeiture to the
     same  extent as the  Restricted  Stock with  respect to which such Stock or
     other property has been distributed.

     (e) Deferred Stock.  The Committee is authorized to grant Deferred Stock to
Participants,  which are rights to receive Stock, other Awards, or a combination
thereof at the end of a  specified  deferral  period,  subject to the  following
terms and conditions:

          (i)  Award  and  Restrictions.  Issuance  of  Stock  will  occur  upon
     expiration of the deferral period  specified for an Award of Deferred Stock
     by the  Committee  (or, if  permitted by the  Committee,  as elected by the
     Participant).  In  addition,  Deferred  Stock  shall  be  subject  to  such
     restrictions on transferability, risk of forfeiture and other restrictions,
     if any, as the Committee may impose,  which  restrictions  may lapse at the
     expiration of the deferral period or at earlier  specified times (including
     based  on   achievement   of   performance   goals  and/or  future  service
     requirements),  separately or in combination, in installments or otherwise,
     and under such other  circumstances  as the  Committee may determine at the
     date of grant or thereafter. Deferred Stock may be satisfied by delivery of
     Stock,  other Awards, or a combination  thereof (subject to Section 10(j)),
     as determined by the Committee at the date of grant or thereafter.

          (ii) Forfeiture. Except as otherwise determined by the Committee, upon
     termination of employment or service during the applicable  deferral period
     or portion thereof to which forfeiture conditions apply (as provided in the
     Award document  evidencing the Deferred Stock),  all Deferred Stock that is
     at that time  subject to such  forfeiture  conditions  shall be  forfeited;
     provided that the  Committee  may provide,  by rule or regulation or in any
     Award document,  or may determine in any individual case, that restrictions
     or forfeiture  conditions relating to Deferred Stock will lapse in whole or
     in part,  including in the event of  terminations  resulting from specified
     causes.

          (iii)  Dividend  Equivalents.   Unless  otherwise  determined  by  the
     Committee,  Dividend Equivalents on the specified number of shares of Stock
     covered by an Award of Deferred Stock shall be either (A) paid with respect
     to such Deferred Stock at the dividend payment date in cash or in shares of
     unrestricted  Stock  having a Fair Market Value equal to the amount of such
     dividends, or (B) deferred with respect to such Deferred Stock, either as a
     cash  deferral  or with the amount or value  thereof  automatically  deemed
     reinvested in additional  Deferred Stock,  other Awards or other investment
     vehicles  having a Fair Market Value equal to the amount of such dividends,
     as the Committee shall determine or permit a Participant to elect.

     (f)  Bonus  Stock and  Awards  in Lieu of  Obligations.  The  Committee  is
authorized to grant Stock as a bonus,  or to grant Stock or other Awards in lieu
of  obligations  of the  Company or a  subsidiary  or  affiliate  to pay cash or
deliver  other  property  under the Plan or under  other  plans or  compensatory
arrangements, subject to such terms as shall be determined by the Committee.

     (g) Dividend  Equivalents.  The Committee is  authorized to grant  Dividend
Equivalents to a Participant,  entitling the Participant to receive cash, Stock,
other Awards, or other property  equivalent to all or a portion of the dividends
paid with respect to a specified number of shares of Stock. Dividend Equivalents
may be awarded on a free-standing basis or in connection with another Award. The
Committee may provide that  Dividend  Equivalents  shall be paid or  distributed
when accrued or shall be deemed to have been  reinvested  in  additional  Stock,
Awards,   or  other  investment   vehicles,   and  subject  to  restrictions  on
transferability,  risks of forfeiture  and such other terms as the Committee may
specify.

     (h) Other  Stock-Based  Awards.  The  Committee is  authorized,  subject to
limitations  under  applicable law, to grant to  Participants  such other Awards
that may be  denominated  or payable in, valued in whole or in part by reference
to, or otherwise  based on, or related to,  Stock or factors that may  influence

the value of Stock, including,  without limitation,  convertible or exchangeable
debt securities,  other rights convertible or exchangeable into Stock,  purchase
rights for Stock,  Awards with value and payment  contingent upon performance of
the Company or business  units  thereof or any other  factors  designated by the
Committee,  and  Awards  valued by  reference  to the book value of Stock or the
value  of  securities  of  or  the  performance  of  specified  subsidiaries  or
affiliates or other business units.  The Committee shall determine the terms and
conditions of such Awards. Stock delivered pursuant to an Award in the nature of
a purchase  right  granted  under this Section 6(h) shall be purchased  for such
consideration,  paid for at such  times,  by such  methods,  and in such  forms,
including,  without limitation, cash, Stock, other Awards, or other property, as
the Committee shall  determine.  Cash awards,  as an element of or supplement to
any other Award  under the Plan,  may also be granted  pursuant to this  Section
6(h).

     (i) Performance  Awards.  The Committee is authorized to grant  Performance
Awards to  Participants.  Performance  Awards may be  denominated as a number of
shares of Stock, shares of Stock having a specified cash value at a future date,
or a number  of  other  Awards  (or a  combination)  which  may be  earned  upon
achievement  or  satisfaction  of  performance   conditions   specified  by  the
Committee.  In addition,  the  Committee  may specify that any other Award shall
constitute a Performance  Award by  conditioning  the right of a Participant  to
exercise the Award or have it settled, and the timing thereof,  upon achievement
or  satisfaction  of such  performance  conditions  as may be  specified  by the
Committee.  The Committee may use such business  criteria and other  measures of
performance  as  it  may  deem   appropriate  in  establishing  any  performance
conditions,  and may exercise its  discretion  to reduce or increase the amounts
payable under any Award subject to performance conditions.

     7. Certain Provisions Applicable to Awards.

     (a) Stand-Alone,  Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee,  be granted either alone
or in addition to, in tandem with, or,  subject to the  restriction on repricing
in Section 11(e),  in substitution or exchange for, any other Award or any award
granted under another plan of the Company,  any subsidiary or affiliate,  or any
business  entity to be acquired by the Company or a subsidiary or affiliate,  or
any other  right of a  Participant  to receive  payment  from the Company or any
subsidiary or affiliate.  Awards  granted in addition to or in tandem with other
Awards or awards  may be  granted  either as of the same time as or a  different
time from the grant of such other  Awards or awards.  Subject to Section  10(j),
and subject to the restriction on repricing in Section 10(e),  the Committee may
determine that, in granting a new Award, the  in-the-money  value or other value
of any surrendered Award or award may be applied to reduce the exercise price of
any Option, grant price of any SAR, or purchase price of any other Award.

     (b) Term of Awards.  The term of each Award shall be for such period as may
be determined by the Committee.

     (c) Form and  Timing of Payment  under  Awards;  Deferrals.  Subject to the
terms of the Plan (including  Section 10(j)) and any applicable  Award document,
payments  to be made by the  Company  or a  subsidiary  or  affiliate  upon  the
exercise  of an Option or other Award or  settlement  of an Award may be made in
such forms as the Committee  shall  determine,  including,  without  limitation,
cash, Stock, other Awards or other property, and may be made in a single payment
or transfer,  in  installments,  or on a deferred  basis.  The settlement of any
Award may be accelerated, and cash paid in lieu of Stock in connection with such
settlement, in the discretion of the Committee or upon occurrence of one or more
specified  events (subject to Section 10(j)).  Installment or deferred  payments
may be required by the Committee  (subject to Section 10(e)) or permitted at the
election  of  the  Participant  on  terms  and  conditions  established  by  the
Committee. Payments may include, without limitation,  provisions for the payment
or crediting of reasonable  interest on installment or deferred  payments or the
grant or  crediting  of  Dividend  Equivalents  or other  amounts  in respect of
installment or deferred payments denominated in Stock.

     8. Change in Control.

     (a) Effect of "Change in Control" on  Non-Performance  Based Awards. In the
event  of a  "Change  in  Control,"  the  following  provisions  shall  apply to
non-performance   based  Awards,   including  Awards  as  to  which  performance
conditions  previously have been satisfied or are deemed satisfied under Section
8(b), unless otherwise provided by the Committee in the Award document:

          (i) All  deferral  of  settlement,  forfeiture  conditions  and  other
     restrictions  applicable  to Awards  granted under the Plan shall lapse and
     such Awards shall be fully  payable as of the time of the Change in Control
     without regard to deferral and vesting conditions,  except to the extent of
     any waiver by the  Participant or other express  election to defer beyond a
     Change in Control  and  subject  to  applicable  restrictions  set forth in
     Section 10(a);

          (ii) Any Award  carrying a right to exercise  that was not  previously
     exercisable and vested shall become fully  exercisable and vested as of the
     time of the Change in Control and shall remain  exercisable  and vested for
     the  balance  of the  stated  term  of such  Award  without  regard  to any
     termination  of  employment  or  service  by the  Participant  other than a
     termination  for  "cause"  (as  defined  in  any  employment  or  severance
     agreement  between  the  Company  or a  subsidiary  or  affiliate  and  the
     Participant  then in effect or, if none, as defined by the Committee and in
     effect at the time of the Change in Control),  subject  only to  applicable
     restrictions set forth in Section 10(a); and

          (iii) The Committee may, in its discretion, determine to extend to any
     Participant  who holds an Option  the right to  elect,  during  the  60-day
     period  immediately  following the Change in Control,  in lieu of acquiring
     the shares of Stock  covered by such Option,  to receive in cash the excess
     of the Change in  Control  Price over the  exercise  price of such  Option,
     multiplied by the number of shares of Stock covered by such Option,  and to
     extend to any  Participant  who holds other types of Awards  denominated in
     shares the right to elect,  during the 60-day period immediately  following
     the Change in Control,  in lieu of receiving the shares of Stock covered by
     such Award,  to receive in cash the Change in Control  Price  multiplied by
     the number of shares of Stock covered by such Award.

     (b) Effect of "Change in Control" on Performance-Based Awards. In the event
of a "Change in  Control,"  with  respect  to an  outstanding  Award  subject to
achievement of performance  goals and  conditions,  such  performance  goals and
conditions  shall  be  deemed  to be met or  exceeded  if and to the  extent  so
provided by the Committee in the Award  document  governing  such Award or other
agreement with the Participant.

     (c)  Definition  of "Change in  Control."  A "Change in  Control"  shall be
deemed to have occurred if, after the Effective Date,  there shall have occurred
any of the following:

          (i) Any  "person," as such term is used in Section  13(d) and 14(d) of
     the Exchange Act (other than the  Company,  any trustee or other  fiduciary
     holding  securities under an employee  benefit plan of the Company,  or any
     company owned,  directly or indirectly,  by the shareholders of the Company
     in  substantially  the same  proportions as their ownership of stock of the
     Company),  acquires  voting  securities  of  the  Company  and  immediately
     thereafter is a "40% Beneficial  Owner." For purposes of this provision,  a
     "40% Beneficial  Owner" shall mean a person who is the  "beneficial  owner"
     (as defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,
     of  securities  of the  Company  representing  40% or more of the  combined
     voting power of the Company's then-outstanding voting securities; provided,
     however,  that the term "40% Beneficial Owner" shall not include any person
     who was a beneficial owner of outstanding  voting securities of the Company
     at  February  20,  1990,  or any  person or  persons  who was or  becomes a
     fiduciary of any such person or persons who is, or in the aggregate,  are a
     "40%  Beneficial  Owner" (an "Existing  Shareholder"),  including any group
     that may be formed  which is  comprised  solely of  Existing  Shareholders,
     unless and until such time after  February  20,  1990 as any such  Existing

     Shareholder  shall have become the beneficial owner (other than by means of
     a stock dividend, stock split, gift, inheritance or receipt or exercise of,
     or accrual of any right to exercise,  a stock option granted by the Company
     or receipt or  settlement of any other  stock-related  award granted by the
     Company) by purchase of any  additional  voting  securities of the Company;
     and  provided  further,  that the term  "40%  Beneficial  Owner"  shall not
     include any person who shall become the beneficial  owner of 40% or more of
     the  combined  voting  power  of  the  Company's   then-outstanding  voting
     securities  solely  as a result of an  acquisition  by the  Company  of its
     voting  securities,  until such time thereafter as such person shall become
     the  beneficial  owner  (other  than by means of a stock  dividend or stock
     split) of any  additional  voting  securities  and becomes a 40% Beneficial
     Owner in accordance with this Section 8(c)(i);

          (ii)  Individuals who on September 1, 2000  constitute the Board,  and
     any new director (other than a director whose initial  assumption of office
     is in connection with an actual or threatened  election consent,  including
     but not  limited to a consent  solicitation,  relating  to the  election of
     directors of the Company)  whose  election by the Board or  nomination  for
     election by the Company's  shareholders  was approved by a vote of at least
     two-thirds  (2/3) of the  directors  then still in office  who either  were
     directors on September 1, 2000 or whose election or nomination for election
     was  previously  so  approved  or  recommended,  cease  for any  reason  to
     constitute at least a majority thereof;

          (iii) There is consummated a merger, consolidation,  recapitalization,
     or reorganization of the Company,  or a reverse stock split of any class of
     voting securities of the Company, if, immediately following consummation of
     any of the foregoing, either (A) individuals who, immediately prior to such
     consummation, constitute the Board do not constitute at least a majority of
     the members of the board of  directors  of the Company or the  surviving or
     parent  entity,  as the case may be, or (B) the  voting  securities  of the
     Company  outstanding  immediately  prior  to  such  recommendation  do  not
     represent  (either by  remaining  outstanding  or by being  converted  into
     voting  securities of a surviving or parent entity) at least 60% or more of
     the  combined  voting power of the  outstanding  voting  securities  of the
     Company or such surviving or parent entity; or

          (iv) The  shareholders of the Company have approved a plan of complete
     liquidation  of the Company or there is  consummated  an agreement  for the
     sale or  disposition  by the  Company  of all or  substantially  all of the
     Company's assets (or any transaction have a similar effect).

     (d) Definition of "Change in Control  Price." The "Change in Control Price"
means an amount in cash  equal to the  higher of (i) the amount of cash and fair
market  value of property  that is the highest  price per share paid  (including
extraordinary  dividends) in any transaction triggering the Change in Control or
any liquidation of shares  following a sale of  substantially  all assets of the
Company,  or (ii) the highest Fair Market Value per share at any time during the
60-day period preceding and 60-day period following the Change in Control.

     9. Additional Award Forfeiture Provisions.

     (a)  Forfeiture  of Options and Other Awards and Gains  Realized Upon Prior
Option  Exercises  or Award  Settlements.  Unless  otherwise  determined  by the
Committee,  each Award  granted  hereunder  shall be  subject  to the  following
additional  forfeiture  conditions,  to which the  Participant,  by accepting an
Award  hereunder,  agrees.  If any of the events  specified in Section  9(b)(i),
(ii), or (iii) occurs (a "Forfeiture Event"),  all of the following  forfeitures
will result:

          (i) The unexercised portion of the Option,  whether or not vested, and
     any other  Award not then  settled  (except  for an Award that has not been
     settled solely due to an elective deferral by the Participant and otherwise
     is not  forfeitable  in the  event of any  termination  of  service  of the
     Participant) will be immediately forfeited and canceled upon the occurrence
     of the Forfeiture Event; and


          (ii) The  Participant  will be obligated  to repay to the Company,  in
     cash,  within  five  business  days after  demand is made  therefor  by the
     Company, the total amount of Award Gain (as defined herein) realized by the
     Participant  upon each  exercise  of an Option  or  settlement  of an Award
     (regardless  of any elective  deferral)  that  occurred on or after (A) the
     date that is six months prior to the occurrence of the Forfeiture Event, if
     the Forfeiture  Event occurred  while the  Participant  was employed by the
     Company or a subsidiary  or  affiliate,  or (B) the date that is six months
     prior  to  the  date  the  Participant's  employment  by the  Company  or a
     subsidiary or affiliate terminated,  if the Forfeiture Event occurred after
     the Participant ceased to be so employed. For purposes of this Section, the
     term "Award  Gain" shall mean (i), in respect of a given  Option  exercise,
     the product of (X) the Fair Market  Value per share of Stock at the date of
     such exercise  (without regard to any subsequent change in the market price
     of shares)  minus the  exercise  price times (Y) the number of shares as to
     which the Option was  exercised at that date,  and (ii),  in respect of any
     other  settlement of an Award granted to the  Participant,  the Fair Market
     Value of the cash or Stock paid or payable to the  Participant  (regardless
     of any  elective  deferral)  less any cash or the Fair Market  Value of any
     Stock or  property  (other  than an Award or award  which would have itself
     then  been   forfeitable   hereunder  and  excluding  any  payment  of  tax
     withholding) paid by the Participant to the Company as a condition of or in
     connection  such  settlement.  For purposes of this Section  9(a), an Award
     that is  electively  deferred  shall be  treated  as settled at the date it
     would have settled but for such elective deferral.

     (b) Events Triggering Forfeiture. The forfeitures specified in Section 9(a)
will be triggered  upon the  occurrence of any one of the  following  Forfeiture
Events at any time  during  the  Participant's  employment  by the  Company or a
subsidiary or affiliate or during the one-year period  following  termination of
such employment:

          (i)  The  Participant,  acting  alone  or  with  others,  directly  or
     indirectly,  prior to a Change in Control, (A) engages, either as employee,
     employer,  consultant,  advisor,  or  director,  or as an owner,  investor,
     partner, or shareholder unless the Participant's interest is insubstantial,
     in any business in an area or region in which the Company conducts business
     at the date the event  occurs,  which is  directly  in  competition  with a
     business then  conducted by the Company or a subsidiary  or affiliate;  (B)
     induces  any  customer  or  supplier  of the  Company  or a  subsidiary  or
     affiliate,  or other  company  with which the  Company or a  subsidiary  or
     affiliate has a business  relationship,  to curtail,  cancel, not renew, or
     not continue his or her or its business with the Company or any  subsidiary
     or affiliate; or (C) induces, or attempts to influence,  any employee of or
     service  provider to the Company or a subsidiary  or affiliate to terminate
     such  employment  or  service.  The  Committee  shall,  in its  discretion,
     determine  which lines of business the Company  conducts on any  particular
     date and which third parties may  reasonably be deemed to be in competition
     with the Company.  For purposes of this Section  9(b)(i),  a  Participant's
     interest as a shareholder  is  insubstantial  if it  represents  beneficial
     ownership of less than five percent of the outstanding  class of stock, and
     a Participant's interest as an owner, investor, or partner is insubstantial
     if  it  represents  ownership,  as  determined  by  the  Committee  in  its
     discretion,  of less than five  percent  of the  outstanding  equity of the
     entity;

          (ii) The Participant  discloses,  uses, sells, or otherwise transfers,
     except in the course of employment  with or other service to the Company or
     any subsidiary or affiliate, any confidential or proprietary information of
     the Company or any  subsidiary or  affiliate,  including but not limited to
     information  regarding  the  Company's  current  and  potential  customers,
     organization,   employees,   finances,   and  methods  of  operations   and
     investments,  so long as such  information has not otherwise been disclosed
     to the public or is not otherwise in the public domain,  except as required
     by law or pursuant to legal process, or the Participant makes statements or
     representations,  or otherwise  communicates,  directly or  indirectly,  in
     writing,  orally,  or  otherwise,  or takes any  other  action  which  may,
     directly or  indirectly,  disparage or be damaging to the Company or any of
     its  subsidiaries or affiliates or their  respective  officers,  directors,
     employees,  advisors, businesses or reputations,  except as required by law
     or pursuant to legal process; or

          (iii) The  Participant  fails to  cooperate  with the  Company  or any
     subsidiary or affiliate by making  himself or herself  available to testify
     on behalf of the Company or such  subsidiary  or  affiliate  in any action,
     suit,  or  proceeding,   whether  civil,   criminal,   administrative,   or
     investigative,  or otherwise  fails to assist the Company or any subsidiary
     or  affiliate  in  any  such  action,  suit,  or  proceeding  by  providing
     information and meeting and consulting with members of management of, other
     representatives  of, or counsel  to,  the  Company  or such  subsidiary  or
     affiliate, as reasonably requested.

     (c)  Agreement  Does  Not  Prohibit   Competition   or  Other   Participant
Activities.  Although the conditions set forth in Section 9(a) and 9(b) shall be
deemed to be incorporated into an Award, a Participant is not thereby prohibited
from  engaging in an activity  identified  in Section  9(b),  including  but not
limited to competition  with the Company and its  subsidiaries  and  affiliates.
Rather, the non-occurrence of the Forfeiture Events set forth in Section 9(b) is
a condition to the  Participant's  right to realize and retain value from his or
her compensatory  Options and Awards,  and the consequence under the Plan if the
Participant  engages in an activity giving rise to any such Forfeiture Event are
the forfeitures  specified herein.  The Company and the Participant shall not be
precluded by this  provision or otherwise  from entering  into other  agreements
concerning the subject matter of Section 9(a) and 9(b).

     (d)  Forfeitures  Resulting from  Financial  Reporting  Misconduct.  If the
Company is required to prepare an  accounting  restatement  due to the  material
noncompliance  of the Company,  as a result of  misconduct,  with any  financial
reporting requirement under the securities laws, and if a Participant, knowingly
or through gross  negligence,  caused or failed to prevent such misconduct,  the
Participant  (i) shall  forfeit  any  Performance  Award  (including  any Annual
Incentive  Award)  that was or would be  deemed to be earned in whole or in part
based on  performance  during the period covered by the  noncompliant  financial
report and during the 12-month  period  following  the first public  issuance or
filing with the Securities and Exchange  Commission  (whichever first occurs) of
the non-compliant  financial report; and (ii) shall forfeit any other Award that
was granted  hereunder  during the 12-month  period  following such first public
issuance or filing of the  non-compliant  financial  report and thereafter until
the accounting  restatement  correcting such non-compliant  financial report has
been filed, and (iii) shall forfeit any profits realized from the sale of shares
during the 12-month  period  following  such first public  issuance or filing if
such shares were acquired upon exercise or settlement of Awards. For purposes of
this Section 9(d),  (A) if an Award  subject to forfeiture  has become vested or
settled,  the  Participant  will be liable to repay the Award  Gain (as  defined
above),  (B)  "profit"  shall be  calculated  based on the excess of any selling
price of shares over the average  market  price of shares in the 20 trading days
ending the day before the first public  issuance or filing of the  non-compliant
report, and (C) the term "misconduct" and other terms shall have meanings and be
interpreted in a manner consistent with the meanings and  interpretation of such
terms under  Section 304 of the  Sarbanes-Oxley  Act of 2002.  This Section 9(d)
will apply to Awards granted on and after March 6, 2007 and, with the consent of
the Participant, to Awards granted prior to that date.

     (e) Committee  Discretion.  The Committee may, in its discretion,  waive in
whole or in part the Company's  right to forfeiture  under this Section,  but no
such waiver shall be effective  unless  evidenced by a writing  signed by a duly
authorized  officer  of the  Company.  In  addition,  the  Committee  may impose
additional  conditions on Awards, by inclusion of appropriate  provisions in the
document evidencing or governing any such Award.

     10. General Provisions.

     (a) Compliance with Legal and Other  Requirements.  The Company may, to the
extent deemed necessary or advisable by the Committee,  postpone the issuance or
delivery of Stock or payment of other benefits under any Award until  completion
of such  registration  or  qualification  of such Stock or other required action
under any federal or state law, rule or  regulation,  listing or other  required
action with  respect to any stock  exchange or automated  quotation  system upon
which the Stock or other  securities  of the  Company  are listed or quoted,  or
compliance  with any other  obligation  of the  Company,  as the  Committee  may
consider   appropriate,   and  may   require  any   Participant   to  make  such
representations,  furnish such information and comply with or be subject to such
other conditions as it may consider  appropriate in connection with the issuance
or delivery of Stock or payment of other benefits in compliance  with applicable
laws, rules, and regulations,  listing requirements,  or other obligations.  The
foregoing  notwithstanding,  in connection with a Change in Control, the Company
shall  take or cause to be taken no  action,  and shall  undertake  or permit to
arise no legal or  contractual  obligation,  that results or would result in any
postponement  of the issuance or delivery of Stock or payment of benefits  under
any Award or the imposition of any other  conditions on such issuance,  delivery
or  payment,  to the extent  that such  postponement  or other  condition  would
represent  a  greater  burden  on a  Participant  than  existed  on the 90th day
preceding the Change in Control.

     (b) Limits on  Transferability;  Beneficiaries.  No Award or other right or
interest  of a  Participant  under the Plan shall be  pledged,  hypothecated  or
otherwise  encumbered  or subject to any lien,  obligation  or liability of such
Participant  to any party (other than the Company or a  subsidiary  or affiliate
thereof),  or assigned or  transferred by such  Participant,  and such Awards or
rights that may be  exercisable  shall be  exercised  during the lifetime of the
Participant   only  by  the   Participant  or  his  or  her  guardian  or  legal
representative,  except that (i) Awards and related  rights shall be transferred
to  a  Participant's   Beneficiary  or  Beneficiaries  upon  the  death  of  the
Participant,  and (ii) Awards and other rights may be transferred to one or more
Beneficiaries during the lifetime of the Participant,  and rights thereunder may
be exercised by such transferees in accordance with the terms of such Award, but
only if and to the extent such transfers are then permitted by the Committee and
the  Committee has  determined  that there will be no transfer of the Award to a
third  party for  value,  and  subject  to any terms  and  conditions  which the
Committee  may impose  thereon  (including  limitations  the  Committee may deem
appropriate  in order that offers and sales under the Plan will meet  applicable
requirements of registration forms under the Securities Act of 1933 specified by
the Securities and Exchange Commission).  A Beneficiary or other person claiming
any rights  under the Plan from or through any  Participant  shall be subject to
all terms and conditions of the Plan and any Award  document  applicable to such
Participant,  except  as  otherwise  determined  by  the  Committee,  and to any
additional  terms  and  conditions   deemed  necessary  or  appropriate  by  the
Committee.

     (c)  Adjustments.  In the event that any large,  special and  non-recurring
dividend or other  distribution  (whether in the form of cash or property  other
than  Stock),  recapitalization,  forward  or  reverse  split,  Stock  dividend,
reorganization,  merger, consolidation, spin-off, combination, repurchase, share
exchange,  liquidation,  dissolution or other similar  corporate  transaction or
event  affects the Stock such that an  adjustment is determined by the Committee
to be appropriate under the Plan, then the Committee shall, in such manner as it
may deem  equitable,  adjust  any or all of (i) the number and kind of shares of
Stock which may be  delivered  in  connection  with Awards  granted  thereafter,
including al applicable  limitations  specified in Section 4(a), (ii) the number
and kind of shares of Stock subject to or  deliverable in respect of outstanding
Awards,  (iii)  any  fixed  market  price  of  Common  Stock  referred  to  in a
performance condition or otherwise  incorporated as a term of an Award, and (iv)
the exercise  price,  grant price or purchase price relating to any Award or, if
deemed  appropriate,  the Committee may make  provision for a payment of cash or
property to the holder of an outstanding  Option (subject to Section 10(j)).  In
addition,  the  Committee is  authorized  to make  adjustments  in the terms and
conditions  of, and the criteria  included  in,  Awards  (including  Performance
Awards and  performance  goals  relating  thereto) in  recognition of unusual or
nonrecurring  events  (including,  without  limitation,  events described in the
preceding  sentence,  as well as acquisitions and dispositions of businesses and
assets)  affecting the Company,  any  subsidiary or affiliate or other  business
unit, or the financial statements of the Company or any subsidiary or affiliate,

or  in  response  to  changes  in  applicable  laws,   regulations,   accounting
principles,  tax rates and regulations or business  conditions or in view of the
Committee's  assessment of the business strategy of the Company,  any subsidiary
or affiliate or business unit thereof,  performance of comparable organizations,
economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant.

     (d) Tax Provisions.

          (i)  Withholding.  The  Company and any  subsidiary  or  affiliate  is
     authorized to withhold from any Award granted,  any payment  relating to an
     Award  under the  Plan,  including  from a  distribution  of Stock,  or any
     payroll or other payment to a Participant, amounts of withholding and other
     taxes  due or  potentially  payable  in  connection  with  any  transaction
     involving an Award, and to take such other action as the Committee may deem
     advisable to enable the Company and Participants to satisfy obligations for
     the payment of withholding taxes and other tax obligations  relating to any
     Award.  This authority shall include authority to withhold or receive Stock
     or  other  property  and to  make  cash  payments  in  respect  thereof  in
     satisfaction  of  a  Participant's  withholding  obligations,  either  on a
     mandatory  or elective  basis in the  discretion  of the  Committee.  Other
     provisions of the Plan  notwithstanding,  only the minimum  amount of Stock
     deliverable  in  connection  with an Award  necessary to satisfy  statutory
     withholding requirements will be withheld.

          (ii)  Required  Consent  to and  Notification  of Code  Section  83(b)
     Election.  No election under Section 83(b) of the Code (to include in gross
     income in the year of transfer the amounts specified in Code Section 83(b))
     or under a similar  provision  of the laws of a  jurisdiction  outside  the
     United  States may be made unless  expressly  permitted by the terms of the
     Award document or by action of the Committee in writing prior to the making
     of such  election.  In any case in which a Participant is permitted to make
     such an election in connection with an Award, the Participant  shall notify
     the  Company  of such  election  within  ten days of  filing  notice of the
     election with the Internal Revenue Service or other governmental authority,
     in addition to any filing and notification required pursuant to regulations
     issued under Code Section 83(b) or other applicable provision.

     (e) Changes to the Plan. The Board may amend, suspend or terminate the Plan
or the Committee's  authority to grant Awards under the Plan without the consent
of shareholders or Participants; provided, however, that, without the consent of
an affected  Participant,  no such Board  action may  materially  and  adversely
affect the rights of such Participant under any outstanding  Award.  Without the
approval of  shareholders,  the Committee  will not amend or replace  previously
granted Options or SARs in a transaction that  constitutes a "repricing,"  which
for this  purpose  means any of the  following  or any other action that has the
same effect:

     - Lowering the exercise price of an Option or SAR after it is granted;

     - Any other action that is treated as a repricing under generally  accepted
       accounting principles;

     - Canceling an Option or SAR at a time when its exercise  price exceeds the
       fair market value of the  underlying  Stock,  in exchange for another
       Option or SAR, restricted stock, or other equity;

     provided,  however,  that the foregoing  transactions shall not be deemed a
     repricing if pursuant to an adjustment  authorized under Section 10(c). The
     Committee  shall have no  authority to waive or modify any other Award term
     after the Award has been  granted to the extent that the waived or modified
     term was mandatory under the Plan.

     (f) Right of Setoff. The Company or any subsidiary or affiliate may, to the
extent  permitted by applicable law, deduct from and set off against any amounts
the Company or a subsidiary or affiliate may owe to the Participant from time to
time,  including  amounts payable in connection  with any Award,  owed as wages,
fringe benefits, or other compensation owed to the Participant,  such amounts as
may be owed by the  Participant  to the  Company,  including  but not limited to

amounts owed under Section 9(a),  although the  Participant  shall remain liable
for any part of the Participant's  payment obligation not satisfied through such
deduction and setoff. By accepting any Award granted hereunder,  the Participant
agrees to any deduction or setoff under this Section 10(f).

     (g) Unfunded Status of Awards;  Creation of Trusts. The Plan is intended to
constitute an "unfunded"  plan for  incentive  and deferred  compensation.  With
respect to any payments not yet made to a  Participant  or obligation to deliver
Stock  pursuant to an Award,  nothing  contained  in the Plan or any Award shall
give any such  Participant  any rights that are greater  than those of a general
creditor of the Company;  provided that the Committee may authorize the creation
of trusts and deposit therein cash,  Stock,  other Awards or other property,  or
make other  arrangements to meet the Company's  obligations under the Plan. Such
trusts or other  arrangements  shall be consistent with the "unfunded" status of
the Plan  unless the  Committee  otherwise  determines  with the consent of each
affected Participant.

     (h)  Nonexclusivity  of the Plan.  Neither the  adoption of the Plan by the
Board nor its submission to the  shareholders  of the Company for approval shall
be  construed  as  creating  any  limitations  on the  power  of the  Board or a
committee  thereof to adopt such other  incentive  arrangements,  apart from the
Plan,  as it may deem  desirable,  and such  other  arrangements  may be  either
applicable generally or only in specific cases.

     (i)  Payments  in the  Event  of  Forfeitures;  Fractional  Shares.  Unless
otherwise determined by the Committee,  in the event of a forfeiture of an Award
with respect to which a Participant  paid cash  consideration,  the  Participant
shall be repaid the amount of such cash  consideration.  No fractional shares of
Stock  shall be issued  or  delivered  pursuant  to the Plan or any  Award.  The
Committee shall determine  whether cash, other Awards or other property shall be
issued or paid in lieu of such  fractional  shares or  whether  such  fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.

     (j) Certain Limitations  Relating to Accounting  Treatment of Awards. Other
provisions of the Plan notwithstanding, the Committee's authority under the Plan
(including  under Sections 7(c), 7(d), 10(c) and 10(d)) is limited to the extent
necessary to ensure that any Option or other Award of a type that the  Committee
has intended to be subject to fixed  accounting  with a measurement  date at the
date of grant or the date  performance  conditions  are  satisfied  under APB 25
shall not become subject to "variable" accounting solely due to the existence of
such  authority,  unless the Committee  specifically  determines  that the Award
shall remain outstanding despite such "variable" accounting.  In addition, other
provisions of the Plan  notwithstanding,  (i) if any right under this Plan would
cause a transaction to be ineligible for  pooling-of-interests  accounting  that
would, but for the right hereunder,  be eligible for such accounting  treatment,
such  right  shall  be  automatically  adjusted  so  that   pooling-of-interests
accounting shall be available,  including by substituting Stock or cash having a
Fair Market Value equal to any cash or Stock otherwise payable in respect of any
right  to  cash  which  would  cause  the   transaction  to  be  ineligible  for
pooling-of-interests  accounting,  and (ii) if any authority  under Section 8(c)
would cause a transaction to be ineligible for  pooling-of-interests  accounting
that would, but for such authority,  be eligible for such accounting  treatment,
such authority shall be limited to the extent necessary so that such transaction
would be eligible for pooling-of-interests accounting.

     (k) Governing Law. The validity,  construction, and effect of the Plan, any
rules  and  regulations  relating  to the Plan and any Award  document  shall be
determined in accordance with the laws of the State of New York,  without giving
effect to principles of conflicts of laws, and applicable  provisions of federal
law.

     (l) Awards to  Participants  Outside the United  States.  The Committee may
modify  the terms of any Award  under the Plan made to or held by a  Participant
who is then resident or primarily  employed  outside of the United States in any
manner deemed by the Committee to be necessary or appropriate in order that such
Award shall  conform to laws,  regulations,  and customs of the country in which
the Participant is then resident or primarily employed, or so that the value and
other benefits of the Award to the Participant,  as affected by foreign tax laws
and other restrictions  applicable as a result of the Participant's residence or
employment  abroad  shall  be  comparable  to the  value  of such an  Award to a

Participant who is resident or primarily employed in the United States. An Award
may be modified under this Section 10(l) in a manner that is  inconsistent  with
the express terms of the Plan, so long as such modifications will not contravene
any applicable law or regulation.

     (m)  Limitation on Rights  Conferred  under Plan.  Neither the Plan nor any
action taken  hereunder  shall be construed as (i) giving any Eligible Person or
Participant the right to continue as an Eligible Person or Participant or in the
employ or service of the Company or a subsidiary or affiliate,  (ii) interfering
in any way with  the  right of the  Company  or a  subsidiary  or  affiliate  to
terminate any Eligible  Person's or  Participant's  employment or service at any
time, (iii) giving an Eligible Person or Participant any claim to be granted any
Award  under the Plan or to be treated  uniformly  with other  Participants  and
employees,  or  (iv)  conferring  on  a  Participant  any  of  the  rights  of a
shareholder  of the Company  unless and until the  Participant is duly issued or
transferred  shares  of Stock  in  accordance  with the  terms of an Award or an
Option is duly exercised.  Except as expressly provided in the Plan and an Award
document,  neither the Plan nor any Award  document  shall  confer on any person
other than the Company and the Participant any rights or remedies thereunder.

     (n) Severability;  Entire Agreement.  If any of the provisions of this Plan
or any Award  document is finally held to be invalid,  illegal or  unenforceable
(whether in whole or in part),  such provision  shall be deemed  modified to the
extent,   but  only  to  the  extent,   of  such   invalidity,   illegality   or
unenforceability,  and the remaining  provisions shall not be affected  thereby;
provided, that, if any of such provision is finally held to be invalid, illegal,
or  unenforceable  because  it  exceeds  the  maximum  scope  determined  to  be
acceptable to permit such provision to be  enforceable,  such provision shall be
deemed to be modified to the minimum  extent  necessary  to modify such scope in
order to make  such  provision  enforceable  hereunder.  The Plan and any  Award
documents  contain  the entire  agreement  of the  parties  with  respect to the
subject matter thereof and supersede all prior agreements,  promises, covenants,
arrangements,  communications,  representations  and  warranties  between  them,
whether written or oral with respect to the subject matter thereof.

     (o) Plan Effective Date and Termination. The Plan shall become effective at
November  14,  2000.  Unless  earlier  terminated  by  action  of the  Board  of
Directors,  the Plan will remain in effect  until such time as no Stock  remains
available for delivery  under the Plan and the Company has no further  rights or
obligations under the Plan with respect to outstanding Awards under the Plan.




                                                                Exhibit 10.2

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                      2000 Stock Award and Incentive Plan,
       as amended and restated effective as of March 6, 2007 (the "Plan")

                      Purchased Restricted Stock Agreement

     This Purchased  Restricted Stock Agreement (the  "Agreement")  confirms the
     grant  on May 8,  2007  (the  "Grant  Date")  by  INTERNATIONAL  FLAVORS  &
     FRAGRANCES INC., a New York  corporation  (the "Company"),  to David Insoft
     ("Employee"),  for the  purpose  set forth in Section 1 of the Plan,  of an
     Award of Restricted Stock (the "Restricted Stock"), as follows:

       Restricted Stock granted:      1158 Shares

       Purchase Price per Share:     $25.89 per Share, being 50% of the fair
                                     market value thereof on the Grant Date

       Aggregate Purchase Price:     $29980.62 (equal to the number of Shares
                                     granted times the Purchase Price per
                                     Share); the Company acknowledges receipt of
                                     the Purchase Price from Employeein cash, as
                                     of the Grant Date

       Restricted Stock Vests:       As to 100% of the Restricted Stock on the
                                     third anniversary of the Grant Date (the
                                     "Stated Vesting Date"), except that
                                     different vesting provisions may apply upon
                                     the occurrence of certain events specified
                                     in Section 3 or 5 hereof

The  Restricted  Stock is an award of shares of the Company's  Common Stock (the
"Common  Stock")  granted under Section 6(d) of the Plan,  and is subject to the
risk of  forfeiture  and  other  restrictions  specified  in the  Plan  and this
Agreement,  including  the Terms and  Conditions of Purchased  Restricted  Stock
attached  hereto.  The number and kind of shares of  Restricted  Stock and other
terms of the  Restricted  Stock are subject to  adjustment  in  accordance  with
Section 4 hereof and Section 11(c) of the Plan.

Employee   acknowledges   and   agrees   that  (i)  the   Restricted   Stock  is
nontransferable, (ii) the Restricted Stock, and certain amounts of gain realized
upon vesting and delivery of the Shares,  is subject to  forfeiture in the event
Employee  fails to meet  applicable  requirements  relating to  non-competition,
confidentiality,  non-solicitation of customers, suppliers, business associates,
employees and service providers, non-disparagement and cooperation in litigation
with respect to the Company and its subsidiaries  and affiliates,  and financial
reporting,  as set forth in Section 7 hereof and  Section 10 of the Plan,  (iii)
the  Restricted  Stock is  subject  to  forfeiture  in the  event of  Employee's
Termination  of  Employment  in  certain  circumstances  prior  to  vesting,  as
specified in Section 3 hereof,  (iv) sales of shares  delivered  upon vesting of
the  Restricted  Stock  will be  subject to the  Company's  policies  regulating
trading by  employees  and (v) a copy of the Plan and  related  prospectus  have
previously  been delivered to Employee,  are being  delivered to Employee or are
available as specified in Section 1 hereof.  In addition,  and without  limiting
the foregoing,  Employee consents,  acknowledges and agrees that, as a condition
to the grant of Restricted  Stock  hereunder,  Section 10(d) of the Plan,  which
relates  to  forfeitures  of  Awards  (as  defined  in the Plan) in the event of
financial  reporting  misconduct,  will apply to the  Restricted  Stock  granted
hereunder  as well as to any other Awards that may have been granted to Employee
prior to the Grant Date set forth above.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                              INTERNATIONAL FLAVORS &
                                        FRAGRANCES INC.

                                      By: /s/ Dennis M. Meany
------------------------------           -------------------------------
David Insoft                              Dennis M. Meany
                                          Senior Vice President, General
                                           Counsel & Secretary


               TERMS AND CONDITIONS OF PURCHASED RESTRICTED STOCK

     The following Terms and Conditions apply to the Restricted Stock granted to
Employee  by  INTERNATIONAL  FLAVORS  &  FRAGRANCES  INC.  (the  "Company"),  as
specified in the Purchased  Restricted Stock Agreement (of which these Terms and
Conditions form a part).  Certain terms of the Restricted  Stock,  including the
number of Shares  granted,  Purchase  Price per Share and vesting date,  are set
forth on the preceding pages.

     1. General. The Restricted Stock is granted to Employee under the Company's
2000 Stock Award and Incentive  Plan (the "Plan"),  a copy of which is available
for review,  along with other documents  constituting  the  "prospectus" for the
Plan, on the Company's intranet site at One IFF/Corporate/Law Department. All of
the  applicable  terms,   conditions  and  other  provisions  of  the  Plan  are
incorporated by reference  herein.  Capitalized terms used in this Agreement but
not defined  herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the  Plan  govern.  By  accepting  the  grant  of the
Restricted Stock, Employee agrees to be bound by all of the terms and provisions
of the Plan (as presently in effect or later amended), the rules and regulations
under the Plan adopted from time to time,  and the decisions and  determinations
of the Company's  Compensation  Committee  (the  "Committee")  made from time to
time,  provided  that no such Plan  amendment,  rule or  regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Employee with respect to outstanding Restricted Stock without the consent of
Employee.

     2.  Nontransferability.  Until such time as the Restricted Stock has become
vested in accordance with the terms of this Agreement, Employee may not transfer
Restricted  Stock or any rights  hereunder to any third party other than by will
or the laws of descent and distribution.  This restriction on transfer precludes
any sale, assignment,  pledge, or other encumbrance or disposition of the shares
of Restricted Stock (except for forfeitures to the Company).

     3. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Restricted Stock in the event of Employee's Termination of
Employment (as defined below), provided that the Committee retains its powers to
accelerate  vesting or modify these terms  subject to the consent of Employee in
the case of a modification materially adverse to Employee:

     (a) Voluntary  Resignation and Termination by the Company for Cause. In the
event of  Employee's  Termination  of Employment  due to his or her  voluntarily
resignation  (other than a Normal or Early Retirement  governed by clause (b) or
(c) below) or  Termination  of  Employment  by the Company for Cause (as defined
below), all unvested Restricted Stock will be immediately forfeited.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below),  Employee's unvested Restricted Stock will not be forfeited, but
will remain outstanding and will become vested at the applicable date under this
Agreement  as though  Employee  had not had such a  Termination  of  Employment;
provided that Employee shall forfeit the unvested Restricted Stock if during the
period  following  Termination of Employment up to the date of vesting  Employee
engages in activity  that results in a Forfeiture  Event set forth in Section 10
of the  Plan.  Employee  acknowledges  that  the  Committee  has  relied  on the
discretion granted to it under Section 10(d) of the Plan in requiring forfeiture
upon  occurrence of a Forfeiture  Event during the  applicable  post-Termination
period.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:

   - A pro rata portion of Employee's then unvested Restricted Stock will not be
     forfeited,  but will  remain  outstanding  and will  become  vested  at the
     applicable  date under this Agreement as though Employee had not had such a
     Termination  of  Employment.  This pro rata portion will be  determined  by
     multiplying the number of unvested Shares of Restricted Stock by a fraction
     the  numerator  of which is the  number of days from the Grant  Date to the
     date of Employee's  Termination of Employment and the  denominator of which
     is 1,095;  provided  that Employee  shall  forfeit the unvested  Restricted
     Stock if during the period  following  Termination  of Employment up to the
     date of vesting  Employee  engages in activity that results in a Forfeiture

     Event set forth in Section 10 of the Plan.  Employee  acknowledges that the
     Committee has relied on the discretion granted to it under Section 10(d) of
     the Plan in requiring  forfeiture  upon  occurrence  of a Forfeiture  Event
     during the  applicable  post-Termination  period.

   - Employee's  Shares of Restricted  Stock  that had not become vested before
     such  Termination  of Employment and which are not included in the pro rata
     portion subject to continued vesting will be immediately forfeited.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or the death of  Employee  following  Termination  but prior to vesting of
Restricted  Stock  not  otherwise  forfeited   hereunder,   Employee's  unvested
Restricted Stock will not be forfeited but will become immediately vested.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

          (i)  "Cause"  has the  meaning as defined in the  Company's  Executive
     Separation Policy or any successor policy thereto, as in effect at the time
     of Employee's Termination of Employment.

          (ii) "Disability"  means a disability  entitling Employee to long-term
     disability benefits under the Company's  long-term  disability policy as in
     effect at the date of Employee's  termination of  employment,  upon written
     evidence  of such  permanent  disability  from a  medical  doctor in a form
     satisfactory to the Company.

          (iii) "Early Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 55 and before he or she
     has attained age 62 if at the time of Termination  Employee has ten or more
     years in the employ of the Company and/or its subsidiaries.

          (iv) "Normal Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 62.

          (v)  "Termination  of  Employment"  means the event by which  Employee
     ceases to be employed by the Company or any  subsidiary of the Company and,
     immediately  thereafter,  is  not  employed  by  or  providing  substantial
     services to any of the Company or a subsidiary of the Company.  If Employee
     is granted a leave of absence for military or governmental service or other
     purposes approved by the Board, he or she shall be considered as continuing
     in the employ of the Company,  or of a subsidiary  of the Company,  for the
     purpose of this subsection, while on such authorized leave of absence.

     4. Dividends and Distributions and Adjustments.

     (a) Dividends and Distributions. Employee shall be entitled to receive with
respect to the  Restricted  Stock all  dividends  and  distributions  payable on
Common Stock  (including for this purpose any forward stock split) if and to the
extent that he is the record owner of such  Restricted  Stock on any record date
for such a dividend or  distribution  and he has not forfeited  such  Restricted
Stock on or before the payment date for such dividend or  distribution,  subject
to the  following  terms and  conditions  (except as  provided  in Section  4(b)
below):

          (i) In the event of a cash  dividend  or cash  distribution  on Common
     Stock other than an extraordinary dividend or distribution with a per-Share
     value at the payment  date  exceeding 8% of the then Fair Market Value of a
     Share, such dividend or distribution  shall be paid in cash to Employee and
     shall be non-forfeitable;

          (ii) In the event of any non-cash dividend or distribution in the form
     of property other than Common Stock payable on Common Stock, such as shares
     of a subsidiary of the Company distributed in a spin-off, the Company shall
     retain in its custody the property so  distributed in respect of Employee's
     Restricted  Stock,  which property  thereafter will become vested if and to
     the same extent as the original  Restricted Stock with respect to which the
     property  was  distributed  becomes  vested  and,  to the  greatest  extent
     practicable,  shall be subject to all other terms and conditions as applied

     to the original  Restricted Stock,  including in the event of any dividends
     or  distributions  paid in respect of such  property or with respect to the
     placement of any legend on  certificate(s)  or documents  representing such
     property;  provided,  however,  that any dividend or distribution of rights
     that expire before the  applicable  vesting date will be  unrestricted  and
     exercisable by Employee in accordance with their terms;

          (iii) In the event of a dividend or distribution in the form of Common
     Stock or split-up of shares,  the Common  Stock issued or delivered as such
     dividend or  distribution or resulting from such split-up will be deemed to
     be  additional  Restricted  Stock and will become vested if and to the same
     extent as the original  Restricted Stock with respect to which the dividend
     or distribution  was payable  becomes  vested,  and shall be subject to all
     other terms and conditions as applied to the original Restricted Stock; and

          (iv) In the event of an  extraordinary  cash dividend or  distribution
     not payable under clause (i) above, the amount of such cash shall be deemed
     reinvested  in  additional  Restricted  Stock at the Fair  Market  Value of
     Shares on the payment date, and the resulting  Restricted Stock will become
     vested if and to the same  extent as the  original  Restricted  Stock  with
     respect to which the dividend or  distribution  was payable becomes vested,
     and shall be subject to all other  terms and  conditions  as applied to the
     original Restricted Stock.

     (b)  Adjustments.  The  number and kind of shares of  Restricted  Stock and
other terms and  conditions of Restricted  Stock or otherwise  contained in this
Agreement,  including the Purchase  Price per Share (for purposes of Section 6),
shall be appropriately  adjusted, in order to prevent dilution or enlargement of
Employee's rights hereunder, to reflect any changes in the number of outstanding
shares of Common Stock  resulting from any event referred to in Section 11(c) of
the Plan,  taking into  account any  Restricted  Stock or other  amounts paid or
credited to Employee in connection with such event under Section 4(a) hereof, in
the sole  discretion of the Committee.  In addition,  the Committee may vary the
treatment of any dividend or distribution  as specified under Section  4(a)(ii),
(iii) or (iv),  in its  discretion.  The Committee may determine how to treat or
settle any fractional share resulting under this Agreement.

     5. Change in Control Provisions. The provisions of Section 9(a) of the Plan
shall apply to the Restricted Stock, such that vesting of Restricted Stock shall
accelerate upon a Change in Control.

     6. Refund of Purchase  Price Upon  Forfeiture.  In the event of  Employee's
forfeiture  of  Restricted  Stock  under  Section 3, the  Company  will repay to
Employee,  for each Share of Restricted Stock forfeited,  an amount equal to the
lesser of the Purchase Price per Share (subject to any adjustment  under Section
4(b)) or 100% of the Fair Market Value of a Share at the date of forfeiture.  In
the case of any forfeiture  under Section 7, a refund will be paid calculated as
the greater of the amount determined under this Section 6 or the amount, if any,
payable under Section 10 of the Plan.

     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement  and  accepting  the grant of the  Restricted  Stock,  the  forfeiture
conditions  set forth in Section 10 of the Plan  shall  apply to the  Restricted
Stock and to gains realized upon the vesting of the Restricted Stock.

     8. Other Terms of Restricted Stock.

     (a) Voting and Other Shareholder Rights. Employee shall be entitled to vote
Restricted  Stock on any matter  submitted to a vote of holders of Common Stock,
and  shall  have all other  rights of a  shareholder  of the  Company  except as
expressly limited by this Agreement.

     (b) Employee Representations and Warranties Upon Vesting. As a condition to
the vesting of Restricted  Stock,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.

     (c)  Certificates/DRS.  Restricted  Stock shall be evidenced by issuance of
one  or  more  certificates  or  in  certificate-less   form  under  the  Direct

Registration System ("DRS") established by the Company, in the name of Employee,
bearing  an  appropriate  legend  referring  to  the  terms,   conditions,   and
restrictions  applicable hereunder,  and shall remain in the physical custody of
the  General  Counsel  of the  Company or his  designee  until such time as such
Shares of Restricted Stock have been vested and the restrictions  hereunder have
therefore  lapsed.  In  addition,  Restricted  Stock  shall be  subject  to such
stop-transfer  orders and other  restrictive  measures as the General Counsel of
the Company shall deem advisable under federal or state  securities  laws, rules
and regulations thereunder,  and the rules of the New York Stock Exchange, or to
implement the terms,  conditions  and  restrictions  hereunder,  and the General
Counsel may cause a legend or legends to be placed on any such  certificates  or
DRS  accounts  to  make  appropriate  reference  to the  terms,  conditions  and
restrictions hereunder.

     (d) Stock Powers. Employee agrees to execute and deliver to the Company one
or more stock powers,  in such form as may be specified by the General  Counsel,
authorizing  the  transfer  of the  Restricted  Stock to the  Company,  upon the
request of the Company.

     (e)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of settlement  the Company will withhold from any Shares
deliverable  to Employee,  in  accordance  with Section  11(d) of the Plan,  the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the Restricted  Stock not satisfied by
means of such mandatory withholding.

     (f) Employee  Consent.  By signing  this  Agreement,  Employee  voluntarily
acknowledges  and consents to the  collection,  use,  processing and transfer of
personal  data as  described in this  Section  8(f).  Employee is not obliged to
consent to such  collection,  use,  processing  and  transfer of personal  data;
however,  failure to  provide  the  consent  may  affect  Employee's  ability to
participate in the Plan. The Company and its subsidiaries  hold, for the purpose
of managing and  administering  the Plan,  certain  personal  information  about
Employee,  including Employee's name, home address and telephone number, date of
birth, social security number or other employee  identification  number, salary,
nationality,  job  title,  any  shares  of  stock or  directorships  held in the
Company,  and details of all options or any other entitlement to shares of stock
awarded,  canceled,  purchased,  vested,  unvested or  outstanding in Employee's
favor  ("Data").  The Company and/or its  subsidiaries  will transfer Data among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
shares on Employee's  behalf to a broker or other third party with whom Employee
may elect to deposit any shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (g)  Voluntary  Participation.  Employee's  participation  in the  Plan  is
voluntary.  The  value  of the  Restricted  Stock  is an  extraordinary  item of
compensation.  As such, the  Restricted  Stock is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments,  bonuses,  long-service  awards,  pension or retirement
benefits  or similar  payments.  Rather,  the  awarding of  Restricted  Stock to
Employee under the Plan represents a mere investment opportunity.

     (h) Consent to Electronic Delivery.  EMPLOYEE HEREBY CONSENTS TO ELECTRONIC
DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO
THE PLAN (COLLECTIVELY, THE "PLAN DOCUMENTS"). THE COMPANY WILL DELIVER THE PLAN
DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS
INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC  DELIVERY AS DETERMINED BY THE
COMPANY IN ITS SOLE  DISCRETION.  THE  COMPANY  WILL SEND TO  EMPLOYEE AN E-MAIL
ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S

REVIEW,  DOWNLOAD OR PRINTING  AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN
DOCUMENT  CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,
EMPLOYEE   WILL  NOT  INCUR  ANY  COSTS  FOR   RECEIVING   THE  PLAN   DOCUMENTS
ELECTRONICALLY  THROUGH THE COMPANY'S  COMPUTER NETWORK.  EMPLOYEE WILL HAVE THE
RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN  REQUEST
FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION  9(e)  HEREOF.  EMPLOYEE'S
CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN
EFFECTIVE UNTIL THE EARLIER OF (I) THE  TERMINATION OF EMPLOYEE'S  PARTICIPATION
IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY
OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE
RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO  ELECTRONIC  DELIVERY OF THE
PLAN  DOCUMENTS  BY  SENDING  A  WRITTEN  NOTICE OF  WITHDRAWAL  TO THE  ADDRESS
SPECIFIED IN SECTION 9(e) HEREOF.  IF EMPLOYEE  WITHDRAWS  HIS OR HER CONSENT TO
ELECTRONIC  DELIVERY,  THE COMPANY WILL RESUME  SENDING PAPER COPIES OF THE PLAN
DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.
EMPLOYEE  ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND  RETAIN  AN
E-MAIL ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER  HTML,  PDF OR SUCH OTHER  FORMAT AS THE COMPANY  DETERMINES  IN ITS SOLE
DISCRETION.

     9. Miscellaneous.

     (a) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the Restricted  Stock,  and  supersedes  any prior  agreements or documents with
respect  thereto.  No amendment or alteration of this Agreement which may impose
any additional  obligation upon the Company shall be valid unless expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration,  suspension or termination  of this  Agreement  which may materially
impair the rights of  Employee  with  respect to the  Restricted  Stock shall be
valid unless expressed in a written instrument executed by Employee.

     (b) No Promise of Employment. The Restricted Stock and the granting thereof
shall not constitute or be evidence of any agreement or  understanding,  express
or implied,  that  Employee has a right to continue as an officer or employee of
the Company for any period of time, or at any particular  rate of  compensation.
Employee  acknowledges  and agrees that the Plan is  discretionary in nature and
limited  in  duration,  and may be  amended,  cancelled,  or  terminated  by the
Company,  in its  sole  discretion,  at any  time,  provided,  however  that any
outstanding Restricted Stock shall not be materially and adversely affected. The
grant of  Restricted  Stock  under the Plan is a one-time  benefit  and does not
create any contractual or other right to receive a grant of restricted  stock or
other equity awards or benefits in lieu of equity  awards in the future.  Future
grants,  if any, will be at the sole discretion of the Company,  including,  but
not  limited  to,  the timing of any  grant,  the  number of Shares and  vesting
provisions.

     (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED  IN  ACCORDANCE  WITH THE LAWS  (INCLUDING  THOSE  GOVERNING
CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING  EFFECT TO  PRINCIPLES OF
CONFLICTS OF LAWS,  AND  APPLICABLE  FEDERAL LAW. The  Restricted  Stock and the
granting  thereof are subject to the Employee's  compliance  with the applicable
law of the jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.


                                                                Exhibit 10.3

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
                      2000 Stock Award and Incentive Plan,
              as amended and restated effective as of March 6, 2007

                      U.S. Restricted Stock Units Agreement

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
May 8, 2007 (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New
York  corporation (the  "Company"),  to David Insoft  ("Employee") of Restricted
Stock Units (the "Units"), as follows:

          Number granted: 579 Units

          Units vest:  All Units will vest on May 8, 2010 (the  "Stated  Vesting
               Date"), if not previously forfeited.  In addition, the Units will
               become  immediately  vested  upon a Change in Control or upon the
               occurrence  of  certain   events   relating  to   termination  of
               employment in accordance with Section 4 hereof.

          Settlement: Units granted hereunder will be settled by delivery of one
               share of the  Company's  Common  Stock,  par value  $.12-1/2  per
               share,  for each Unit being settled.  Such settlement shall occur
               promptly on or  following  the vesting  (the lapse of the risk of
               forfeiture) of each Unit as specified  above,  subject to Section
               6. Any reference in this Agreement to settlement  "promptly" upon
               a settlement  date requires that shares be delivered no more than
               60 days after the settlement date. The foregoing notwithstanding,
               settlement  shall be deferred  in certain  cases if so elected by
               Employee  by filling out the  following  section,  executing  the
               Agreement  and returning it to the Company by June 8, 2007, or as
               otherwise provided under Section 6 hereof:

          Check Only One:

          ____ I hereby  elect to have my Units  settled  at the date of vesting
               (this  includes  any date  following  Termination  of  Employment
               deemed to result from  continued  vesting  under  Section 4(b) or
               (c)) (Note: this election will apply if this form is not returned
               or if no box is checked).

          ____ I hereby  elect to defer  the  settlement  of my Units  until the
               first  business  day of the year  (date  must be after the Stated
               Vesting Date) (subject to accelerated  settlement of the deferred
               Units in the event of a Change in Control  (subject to Section 6)
               and  accelerated  settlement  of  previously  vested Units in the
               event of Employee's  Termination  of  Employment  for any reason,
               including  Normal or Early  Retirement,  after the Stated Vesting
               Date, at which time settlement will occur promptly but subject to
               the six-month delay rule of Section 6(b), if applicable).

          ____ I hereby  elect  to defer  the  settlement  of my Units  until my
               Termination of Employment for any reason,  including  Retirement,
               at which time  settlement  will occur promptly but subject to the
               six-month  delay rule of Section 6(b), if applicable,  and in all
               events subject to accelerated settlement in the event of a Change
               in Control (subject to Section 6).

          If I elect to defer the  settlement  of my Units,  I  acknowledge  and
          agree that, if the Company declares and pays a dividend of any kind on
          the Company's Common Stock,  amounts equivalent to such dividends will
          be paid on any vested  Units after the Stated  Vesting  Date,  even if
          such Units have not been settled,  and that such dividend  equivalents
          will be treated as compensation to me.

                                   * * * * * *

The Units are granted  under  Section 6(e) of the 2000 Stock Award and Incentive
Plan, as amended and restated  effective as of March 6, 2007 (the  "Plan"),  and

are  subject  to the  terms  and  conditions  of the Plan  and  this  Agreement,
including the Terms and Conditions of Restricted  Stock Units  attached  hereto.
The number of Units and the kind of shares  deliverable  in  settlement of Units
are subject to adjustment in accordance  with Section 5 hereof and Section 11(c)
of the Plan.

Employee  acknowledges and agrees that (i) Units are nontransferable,  except as
provided in Section 3 hereof and  Section  11(b) of the Plan,  (ii)  Units,  and
certain  amounts of gain  realized  upon  settlement  of Units,  are  subject to
forfeiture in the event Employee fails to meet applicable  requirements relating
to non-competition,  confidentiality,  non-solicitation of customers, suppliers,
business  associates,  employees and service  providers,  non-disparagement  and
cooperation in litigation with respect to the Company and its  subsidiaries  and
affiliates,  and  financial  reporting,  as set forth in  Section  7 hereof  and
Section 10 of the Plan,  (iii) Units are subject to  forfeiture  in the event of
Employee's  Termination of Employment in certain circumstances prior to vesting,
as specified in Section 4 hereof,  (iv) sales of shares  delivered in settlement
of Units  will be  subject  to the  Company's  policies  regulating  trading  by
employees and (v) a copy of the Plan and related prospectus have previously been
delivered  to  Employee,  are being  delivered  to Employee or are  available as
specified in Section 1 hereof. In addition,  and without limiting the foregoing,
Employee consents,  acknowledges and agrees that, as a condition to the grant of
Units  hereunder,  Section 10(d) of the Plan,  which relates to  forfeitures  of
Awards (as defined in the Plan) in the event of financial reporting  misconduct,
will apply to the Units  granted  hereunder  as well as to any other Awards that
may have been granted to Employee prior to the Grant Date set forth above.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                                    INTERNATIONAL FLAVORS &
                                               FRAGRANCES INC.


                                            By: /s/ Dannis M. Meany
--------------------------------               --------------------------------
David Insoft                                     Dennis M. Meany
                                                 Senior Vice President, General
                                                    Counsel & Secretary




                 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following  Terms and Conditions  apply to the Units granted to Employee
by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"),  as specified in the
U.S.  Restricted Stock Units Agreement (of which these Terms and Conditions form
a part).  Certain  terms of the Units,  including  the number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1.  General.  The Units are granted to Employee  under the  Company's  2000
Stock Award and Incentive  Plan (the  "Plan"),  a copy of which is available for
review,  along with other documents  constituting the "prospectus" for the Plan,
on the Company's intranet site at One IFF/Corporate/Law  Department.  All of the
applicable  terms,  conditions and other provisions of the Plan are incorporated
by reference  herein.  Capitalized  terms used in this Agreement but not defined
herein  shall have the same  meanings as in the Plan.  If there is any  conflict
between the  provisions of this  document and mandatory  provisions of the Plan,
the provisions of the Plan govern. By accepting the grant of the Units, Employee
agrees to be bound by all of the terms and  provisions of the Plan (as presently
in effect or later amended),  the rules and  regulations  under the Plan adopted
from  time to  time,  and the  decisions  and  determinations  of the  Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to outstanding Units.

     2. Account for Employee.  The Company shall maintain a bookkeeping  account
for Employee  (the  "Account")  reflecting  the number of Units then credited to
Employee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement, Employee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a  Beneficiary  upon death of Employee or
otherwise  if and to the extent  permitted  by the  Company  and  subject to the
conditions under Section 11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Employee's Termination of Employment
(as defined below), provided that the Committee retains its powers to accelerate
vesting or modify these terms, subject to the consent of Employee in the case of
a  modification  materially  adverse to  Employee  and  subject to Section  6(b)
hereof:

          (a) Voluntary Resignation and Termination by the Company for Cause. In
     the  event  of  Employee's  Termination  of  Employment  due  to his or her
     voluntary  resignation (other than a Normal or Early Retirement governed by
     clause (b) or (c) below) or  Termination  of  Employment by the Company for
     Cause (as defined below), all unvested Units will be immediately forfeited,
     and  the  portion  of  the  then-outstanding   Units  that  is  vested  and
     non-forfeitable  at the  date  of  Termination  will  be  settled  promptly
     following such Termination,  subject to the six-month delay rule in Section
     6(b) if applicable.

          (b)  Disability  or  Normal  Retirement.  In the  event of  Employee's
     Termination  of Employment  due to Disability  (as defined below) or Normal
     Retirement  (as  defined  below),  Employee's  unvested  Units  will not be
     forfeited,  but will  remain  outstanding  and will  become  vested  at the
     applicable  date under this Agreement as though Employee had not had such a
     Termination  of  Employment;  provided  that  Employee  shall  forfeit  the
     unvested  Units  if  before  the date of  vesting  Employee  engages  in an
     activity that results in a Forfeiture  Event set forth in Section 10 of the
     Plan. Upon vesting, such Units will be settled promptly. Units vested prior
     to such Termination will be settled  promptly  following such  Termination,
     subject to the six-month delay rule in Section 6(b) if applicable. Employee
     acknowledges that the Committee has relied on the discretion  granted to it
     under Section 10(e) of the Plan in requiring  forfeiture upon occurrence of
     a Forfeiture Event during the applicable post-Termination period.

          (c) Termination by the Company Not for Cause or Early  Retirement.  In
     the event of  Employee's  Termination  of Employment by the Company not for
     Cause or Employee's Early Retirement, the following rules apply:

             - A pro rata portion of Employee's  then unvested Units will not be
               forfeited,  but will remain outstanding and will become vested at
               the applicable  date under this Agreement as though  Employee had
               not had such a Termination of  Employment.  This pro rata portion
               will be determined by multiplying the number of unvested Units by
               a fraction the  numerator of which is the number of days from the
               Grant Date to the date of  Employee's  Termination  of Employment
               and the  denominator  of which is 1,095;  provided  that Employee
               shall forfeit such  unvested  Units if before the date of vesting
               Employee  engages in activity that results in a Forfeiture  Event
               set forth in Section 10 of the Plan.  Employee  acknowledges that
               the  Committee has relied on the  discretion  granted to it under
               Section 10(e) of the Plan in requiring forfeiture upon occurrence
               of a  Forfeiture  Event  during the  applicable  post-Termination
               period.
            -  Employee's   Units  that  had  not  become   vested  before  such
               Termination  of Employment  and which are not included in the pro
               rata  portion  subject to continued  vesting will be  immediately
               forfeited.
             - Upon  vesting  of the  Units  included  in the pro  rata  portion
               subject to continued vesting, such Units will be settled promptly
               as provided herein.
             - Units vested prior to such  Termination  will be settled promptly
               after such  Termination,  subject to the six-month  delay rule in
               Section 6(b) if applicable.

          (d) Death. In the event of Employee's Termination of Employment due to
     death or the death of Employee following Termination (including death after
     Termination  but  prior  to  vesting  of  Units  not  otherwise   forfeited
     hereunder), Employee's unvested Units will not be forfeited but will become
     immediately vested, and such Units and any Units vested prior to death will
     be settled promptly as provided herein.

          (e) Certain Definitions.  The following definitions apply for purposes
     of this Agreement:

               (i) "Cause" has the meaning as defined in the Company's Executive
          Separation Policy or any successor policy thereto, as in effect at the
          time of Employee's Termination of Employment.

               (ii)"Disability"   means  a  disability   entitling  Employee  to
          long-term disability benefits under the Company's long-term disability
          policy  as  in  effect  at  the  date  of  Employee's  termination  of
          employment,  upon  written  evidence of such total  disability  from a
          medical doctor in a form satisfactory to the Company.

               (iii) "Early  Retirement"  means  Termination  of  Employment  by
          either the Company or Employee  after Employee has attained age 55 and
          before  he or she has  attained  age 62 if at the time of  Termination
          Employee has ten or more years in the employ of the Company and/or its
          subsidiaries.

               (iv)"Normal Retirement" means Termination of Employment by either
          the Company or Employee after Employee has attained age 62.

               (v) "Termination of Employment" means the event by which Employee
          ceases to be employed by the Company or any  subsidiary of the Company
          and,  immediately   thereafter,   is  not  employed  by  or  providing
          substantial  services  to any of the  Company or a  subsidiary  of the
          Company.  If Employee  is granted a leave of absence  for  military or
          governmental  service or other purposes  approved by the Board,  he or
          she shall be considered as continuing in the employ of the Company, or
          of a subsidiary  of the Company,  for the purpose of this  subsection,
          while on such authorized leave of absence.

          5. Dividends and Adjustments.

          (a) Dividends.  No dividends or dividend  equivalents will be credited
     or paid on any unvested Units.  Units that, at the relevant dividend record
     date that  occurs  before the  issuance of shares in  settlement  of Units,
     previously  have been vested (i.e.,  Units deferred as to settlement  under
     Section  6),  shall be  entitled  to  payments  or  credits  equivalent  to
     dividends  that  would  have been  paid if the  Units had been  outstanding
     shares at such record date. The form and timing of such payments will be in
     the discretion of the Committee.

          (b)  Adjustments.  The number of Units credited to Employee's  Account
     and/or  the  property   deliverable  upon  settlement  of  Units  shall  be
     appropriately  adjusted,  in order to prevent  dilution or  enlargement  of
     Employee's  rights with respect to Units in connection  with, or to reflect
     any changes in the number and kind of  outstanding  shares of Common  Stock
     resulting from, any corporate transaction or event referred to in the first
     sentence of Section 11(c) of the Plan (this provision takes precedence over
     Section 5(a) in the case of a large and non-recurring  cash dividend or any
     non-cash dividend).

          (c)  Risk  of  Forfeiture  and  Settlement  of  Units  Resulting  from
     Adjustments.  Units (and other property deliverable in settlement of Units)
     which  directly or  indirectly  result from  adjustments  to a Unit granted
     hereunder  shall be  subject  to the  same  risk of  forfeiture  (including
     additional  forfeiture  terms of  Section 10 of the Plan) as applies to the
     granted Unit and will be settled at the same time as the granted Unit.

          6. Deferral of Settlement.

          (a) Voluntary Deferral.  Settlement of any Unit, which otherwise would
     occur  upon the  vesting or lapse of the risk of  forfeiture  of such Unit,
     will be  deferred  in  certain  cases if and to the  extent so  elected  by
     Employee in accordance with the cover page of this Agreement.

          (b) Code  Section  409A  Compliance.  Deferrals,  whether  elective or
     mandatory under the terms of this Agreement (this generally  includes terms
     providing for  post-termination  vesting),  shall comply with  requirements
     under  Section  409A of the  Internal  Revenue  Code  (the  "Code").  Other
     provisions of this Agreement notwithstanding, under U.S. federal income tax
     laws and Treasury Regulations  (including any other applicable guidance) as
     presently  in  effect  or  hereafter  implemented,  (i) a  distribution  in
     settlement of Units to Employee  triggered by a  Termination  of Employment
     will occur only if the Termination  constitutes a "separation from service"
     within the meaning of Code Section  409A(a)(2)(A)(i) and, if at the time of
     such separation from service Employee is a "specified  employee" under Code
     Section  409A(a)(2)(B)(i)  and a delay in distribution is required in order
     that Employee will not be subject to a tax penalty under Code Section 409A,
     such  distribution in settlement of Units will occur at the date six months
     after  Termination  of  Employment;  (ii) any Units deemed to  constitute a
     deferral  of  compensation  under  Code  Section  409A will be  subject  to
     accelerated  settlement  under Section 9(a) of the Plan or otherwise upon a
     Change in Control only if the Change in Control constitutes a change in the
     ownership or effective  control of the corporation or in the ownership of a
     substantial  portion of the assets of the corporation within the meaning of
     Section  409A(a)(2)(A)(v);and  (iii) any  rights of  Employee  or  retained
     authority  of  the  Company  with  respect  to  Units  hereunder  shall  be
     automatically modified and limited to the extent necessary so that Employee
     will not be deemed to be in constructive  receipt of income relating to the
     Units prior to the  distribution  and so that Employee shall not be subject
     to any penalty under Code Section 409A. . In this regard, the Company shall
     have no retained  discretion  to  accelerate  the  settlement  of the Units
     beyond that  permitted  under Code Section 409A without  triggering any tax
     penalty.

     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement and accepting the grant of the Units,  the  forfeiture  conditions set
forth in Section 10 of the Plan shall apply to all Units  hereunder and to gains
realized  upon the  vesting of the  Units.  For the  purpose  of the  forfeiture
conditions  set  forth in  Section  10 of the Plan,  gains  will be deemed to be
realized  at the  time of  vesting  for any  Units  the  settlement  of which is
deferred at the election of Employee.

     8. Employee Representations and Warranties Upon Settlement.  As a condition

to the  settlement  of the Units,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.

     9. Other Terms Relating to Units.

          (a)  Fractional  Units and  Shares.  The number of Units  credited  to
     Employee's Account shall include fractional Units, if any, calculated to at
     least three decimal places,  unless otherwise  determined by the Committee.
     Unless  settlement is effected  through a third-party  broker or agent that
     can  accommodate   fractional  shares  (without  requiring  issuance  of  a
     fractional  share by the Company),  upon  settlement of the Units  Employee
     shall be paid,  in cash,  an amount  equal to the  value of any  fractional
     share that would have  otherwise  been  deliverable  in  settlement of such
     Units.

          (b)  Mandatory Tax  Withholding.  Unless  otherwise  determined by the
     Committee,  at the time of  settlement  the Company will  withhold from any
     shares  deliverable in settlement of the Units,  in accordance with Section
     11(d) of the Plan,  the number of shares having a value nearest to, but not
     exceeding,   the  amount  of  income  taxes,   employment  taxes  or  other
     withholding amounts required to be withheld under applicable local laws and
     regulations,  and pay the amount of such  withholding  taxes in cash to the
     appropriate taxing authorities.  Employee will be responsible for any taxes
     relating to the Units not satisfied by means of such mandatory withholding.

          (c) Statements.  An individual  statement of each  Employee's  Account
     will be issued to each  Employee at such times as may be  determined by the
     Company.  Such a statement  shall  reflect the number of Units  credited to
     Employee's Account,  transactions  therein during the period covered by the
     statement,  and other information deemed relevant by the Committee.  Such a
     statement may be combined with or include information regarding other plans
     and compensatory  arrangements for employees.  Any statement  containing an
     error shall not, however,  represent a binding  obligation to the extent of
     such error.

          (d) Employee Consent. By signing this Agreement,  Employee voluntarily
     acknowledges and consents to the collection, use processing and transfer of
     personal data as described in this Section 9(d). Employee is not obliged to
     consent to such collection,  use, processing and transfer of personal data;
     however,  failure to provide the consent may affect  Employee's  ability to
     participate  in the Plan.  The Company and its  subsidiaries  hold, for the
     purpose  of  managing  and   administering   the  Plan,   certain  personal
     information  about Employee,  including  Employee's  name, home address and
     telephone number,  date of birth,  social security number or other employee
     identification number, salary, nationality,  job title, any shares of stock
     or  directorships  held in the  Company,  and details of all options or any
     other entitlement to shares of stock awarded, canceled,  purchased, vested,
     unvested or outstanding in Employee's  favor  ("Data").  The Company and/or
     its  subsidiaries  will transfer Data among themselves as necessary for the
     purpose of  implementation,  administration  and  management  of Employee's
     participation  in the Plan and the Company  and/or any of its  subsidiaries
     may each further  transfer Data to any third parties  assisting the Company
     in the  implementation,  administration  and management of the Plan.  These
     recipients  may be located in the  European  Economic  Area,  or  elsewhere
     throughout the world, such as the United States.  Employee  authorizes them
     to receive,  possess,  use,  retain and transfer the Data, in electronic or
     other form, for the purposes of  implementing,  administering  and managing
     Employee's  participation in the Plan,  including any requisite transfer of
     such Data as may be required for the  administration of the Plan and/or the
     subsequent  holding  of  shares on  Employee's  behalf to a broker or other
     third party with whom  Employee  may elect to deposit  any shares  acquired
     pursuant to the Plan.  Employee may, at any time, review Data,  require any
     necessary  amendments  to it or withdraw the consents  herein in writing by
     contacting the Company; however,  withdrawing consent may affect Employee's
     ability to participate in the Plan.

          (e) Voluntary  Participation.  Employee's participation in the Plan is
     voluntary. The value of the Units is an extraordinary item of compensation.
     As such,  the Units are not part of normal  or  expected  compensation  for
     purposes of calculating  any  severance,  resignation,  redundancy,  end of

     service  payments,  bonuses,  long-service  awards,  pension or  retirement
     benefits or similar  payments.  Rather,  the  awarding of Units to Employee
     under the Plan represents a mere investment opportunity.

          (f)  Consent to  Electronic  Delivery.  EMPLOYEE  HEREBY  CONSENTS  TO
     ELECTRONIC  DELIVERY  OF THE PLAN,  THE  PROSPECTUS  FOR THE PLAN AND OTHER
     DOCUMENTS RELATED TO THE PLAN  (COLLECTIVELY,  THE "PLAN  DOCUMENTS").  THE
     COMPANY  WILL  DELIVER  THE PLAN  DOCUMENTS  ELECTRONICALLY  TO EMPLOYEE BY
     E-MAIL,  BY POSTING SUCH  DOCUMENTS  ON ITS INTRANET  WEBSITE OR BY ANOTHER
     MODE OF  ELECTRONIC  DELIVERY  AS  DETERMINED  BY THE  COMPANY  IN ITS SOLE
     DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A
     NEW PLAN  DOCUMENT  IS  AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
     DOWNLOAD  OR  PRINTING  AND WILL  PROVIDE  INSTRUCTIONS  ON WHERE  THE PLAN
     DOCUMENT  CAN BE  FOUND.  UNLESS  OTHERWISE  SPECIFIED  IN  WRITING  BY THE
     COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
     ELECTRONICALLY  THROUGH THE COMPANY'S COMPUTER NETWORK.  EMPLOYEE WILL HAVE
     THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN
     REQUEST FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION 10(e) HEREOF.
     EMPLOYEE'S  CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE
     VALID AND REMAIN  EFFECTIVE  UNTIL THE  EARLIER OF (I) THE  TERMINATION  OF
     EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S
     CONSENT  TO  ELECTRONIC  DELIVERY  OF  THE  PLAN  DOCUMENTS.   THE  COMPANY
     ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW
     HIS OR HER CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN DOCUMENTS BY SENDING
     A WRITTEN  NOTICE OF WITHDRAWAL  TO THE ADDRESS  SPECIFIED IN SECTION 10(e)
     HEREOF.  IF EMPLOYEE  WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC  DELIVERY,
     THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN  DOCUMENTS  WITHIN
     TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE  WITHDRAWAL  NOTICE.  EMPLOYEE
     ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND RETAIN AN E-MAIL
     ANNOUNCEMENT  INFORMING  EMPLOYEE THAT THE PLAN  DOCUMENTS ARE AVAILABLE IN
     EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE
     DISCRETION.

          10. Miscellaneous.

          (a) Binding  Agreement;  Written  Amendments.  This Agreement shall be
     binding upon the heirs,  executors,  administrators  and  successors of the
     parties.  This  Agreement  constitutes  the entire  agreement  between  the
     parties with respect to the Units,  and supersedes any prior  agreements or
     documents  with  respect  thereto.  No  amendment  or  alteration  of  this
     Agreement which may impose any additional obligation upon the Company shall
     be valid unless expressed in a written instrument duly executed in the name
     of the Company, and no amendment, alteration,  suspension or termination of
     this  Agreement  which may  materially  impair the rights of Employee  with
     respect  to  the  Units  shall  be  valid  unless  expressed  in a  written
     instrument executed by Employee.

          (b) No Promise of Employment. The Units and the granting thereof shall
     not constitute or be evidence of any agreement or understanding, express or
     implied, that Employee has a right to continue as an officer or employee of
     the  Company  for  any  period  of  time,  or at  any  particular  rate  of
     compensation.   Employee   acknowledges   and  agrees   that  the  Plan  is
     discretionary  in nature  and  limited  in  duration,  and may be  amended,
     cancelled,  or terminated by the Company,  in its sole  discretion,  at any
     time, provided,  however that any outstanding Units shall not be materially
     and  adversely  affected.  The grant of Units  under the Plan is a one-time
     benefit  and does not create any  contractual  or other  right to receive a
     grant of  restricted  stock  units or stock  options or benefits in lieu of
     units or stock options in the future. Future grants, if any, will be at the
     sole discretion of the Company,  including,  but not limited to, the timing
     of any grant, the number of units and vesting provisions.


          (c) Unfunded  Plan.  Any provision for  distribution  in settlement of
     Employee's  Account  hereunder shall be by means of bookkeeping  entries on
     the books of the Company and shall not create in Employee  any right to, or


     claim  against  any,  specific  assets of the  Company,  nor  result in the
     creation  of any trust or escrow  account  for  Employee.  With  respect to
     Employee's entitlement to any distribution  hereunder,  Employee shall be a
     general creditor of the Company.

          (d)  Governing  Law. THE  VALIDITY,  CONSTRUCTION,  AND EFFECT OF THIS
     AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING  THOSE
     GOVERNING  CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING EFFECT TO
     PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE  FEDERAL LAW. The Units and
     the  granting  thereof are subject to the  Employee's  compliance  with the
     applicable law of the jurisdiction of Employee's employment.

          (e) Notices.  Any notice to be given the Company under this  Agreement
     shall be  addressed to the Company at 521 West 57th  Street,  New York,  NY
     10019, attention: Corporate Secretary, and any notice to the Employee shall
     be addressed to the Employee at Employee's address as then appearing in the
     records of the Company.


                                                                 Exhibit 10.4

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                      2000 Stock Award and Incentive Plan,
       as amended and restated effective as of March 6, 2007 (the "Plan")

                   Stock-Settled Appreciation Rights Agreement

     This Stock-Settled Appreciation Rights Agreement (the "Agreement") confirms
the  grant  on May 8,  2007  (the  "Grant  Date")  by  INTERNATIONAL  FLAVORS  &
FRAGRANCES  INC.,  a New York  corporation  (the  "Company"),  to  David  Insoft
("Employee"),  for the  purpose  set forth in  Section  1 of the Plan,  of stock
appreciation  rights (the "SARs") covering shares of the Company's Common Stock,
par value  $.12-1/2  per share (the  "Shares"),  pursuant to Section 6(c) of the
Plan, as follows:

   Shares covered by SARs:     1,931 Shares

   Base Price (akin to         $51.78 per Share, being the fair market value
   exercise price):            thereof on the Grant Date


   SARs vest and become        As to 100%  of the Shares covered by the SARs on
   exercisable:                the third anniversary of the Grant Date, except
                               that different vesting and exercisability
                               provisions may apply upon the occurrence of
                               certain events specified in Section 5 or 6
                               hereof

   Expiration Date:            The seventh anniversary of the Grant Date (at
                               the close of business) (the "Stated Expiration
                               Date") or, in the event Employee's employment by
                               the Company or its subsidiaries earlier
                               terminates, then at the date the SARs expire or
                               cease to be exercisable as provided under
                               Section 5 hereof, or, in the event of a Change
                               in Control, as provided in Section 6

   Payment to Employee Upon    Upon exercise of SARs, Employee shall be
   Exercise:                   entitled to receive payment in Shares
                               determined by the following formula:

                               Shares = ((FMV - Base Price) * SARs Exercised)
                                         / FMV

                               Where:  "Shares" is the number of Shares to be
                                        delivered
                                        "FMV" is the Fair Market Value of a
                                        Share at the exercise date "Base
                                        Price" is as set forth above "SARs
                                        Exercised" is the number of Shares
                                        covered by the SARs then being exercised
                                           "*" means "multiplied by"
                                           "/ " means "divided by"

    Other Exercise Conditions   SARs may only be exercised at a date that the
                                Fair Market Value of a Share exceeds the Base
                                Price, and only if the SARs are otherwise
                                exercisable at such date. If, on the date the
                                SARs expire or terminate, both conditions in the
                                preceding sentence have been met, the SARs shall
                                be automatically exercised.


The SARs are subject to the terms and conditions of the Plan and this Agreement,
including the Terms and Conditions of Stock  Appreciation  Rights Grant attached
hereto. The number and kind of shares purchasable and the Base Price are subject
to adjustment in accordance with Section 11(c) of the Plan.

Employee  acknowledges and agrees that (i) the SARs are nontransferable,  except
as provided in Section 4 hereof and  Section  11(b) of the Plan,  (ii) the SARs,
and certain  amounts of gain realized upon exercise of the SARs,  are subject to
forfeiture in the event Employee fails to meet applicable  requirements relating
to non-competition,  confidentiality,  non-solicitation of customers, suppliers,
business  associates,  employees and service  providers,  non-disparagement  and
cooperation in litigation with respect to the Company and its  subsidiaries  and
affiliates,  as set forth in Section 7 hereof and Section 10 of the Plan,  (iii)
the SARs are subject to  forfeiture in the event of  Employee's  termination  of
employment in certain  circumstances,  as provided in Section 10 of the Plan and
Section 5 hereof, (iv) sales of Shares will be subject to the Company's policies
regulating securities trading by employees and the securities laws of the United
States and (v) a copy of the Plan and related  prospectus  have  previously been
delivered  to  Employee,  are being  delivered  to Employee or are  available as
specified in Section 1 hereof. In addition,  and without limiting the foregoing,
Employee consents,  acknowledges and agrees that, as a condition to the grant of
SARs  hereunder,  Section  10(d) of the Plan,  which relates to  forfeitures  of
Awards (as defined in the Plan) in the event of financial reporting  misconduct,
will apply to the SARs granted hereunder as well as to any other Awards that may
have been granted to Employee prior to the Grant Date set forth above.

     IN WITNESS WHEREOF, International Flavors & Fragrances Inc. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  as of the Grant Date, both parties  intending
to be legally bound hereby.

Employee                                    INTERNATIONAL FLAVORS &
                                               FRAGRANCES INC.


                                             By: /s/ Dennis M. Meany
--------------------------------             ----------------------------
David Insoft                                    Dennis M. Meany
                                                Senior Vice President, General
                                                   Counsel & Secretary




             TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS GRANT

     The following Terms and Conditions apply to the SARs granted to Employee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified on the
preceding  page.  Certain  specific  terms of the SARs,  including the number of
shares  purchasable,  vesting and expiration  dates, and the Base Price, are set
forth on the preceding page.

     1. General. The SARs are granted to Employee under the Company's 2000 Stock
Award and Incentive Plan (the "Plan"),  a copy of which is available for review,
along with other documents  constituting  the  "prospectus" for the Plan, on the
Company's intranet site at One IFF/Corporate/Law  Department.  All of the terms,
conditions  and  other  provisions  of the Plan are  incorporated  by  reference
herein.  Capitalized  terms used in this Agreement but not defined herein (or in
the preceding page) shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the Plan govern.  By accepting the grant of the SARs,
Employee  agrees to be bound by all of the terms and  provisions of the Plan (as
presently  in effect or later  amended),  rules and  regulations  under the Plan
adopted from time to time,  and  decisions and  determinations  of the Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to the SARs without Employee's consent.

     2.  Right  to  Exercise  SARs.  Subject  to  all  applicable  laws,  rules,
regulations and the terms of the Plan and this Agreement,  Employee may exercise
the SARs if and to the extent it has become vested and exercisable but not after
the Stated Expiration Date of the SARs.

     3. Method of Exercise.  To exercise the SARs, unless otherwise permitted by
the  Company,  Employee  must give  written  notice to the Company or its agent,
which notice shall  specifically  refer to this  Agreement,  state the number of
Shares  as to which the SARs are  being  exercised,  the name in which he or she
wishes the Shares to be issued, and be signed by Employee. Once Employee gives a
valid  notice  of  exercise,  such  notice  may not be  revoked.  When  Employee
exercises the SARs, or part thereof, the Company will transfer Shares (or make a
certificate-less  credit)  to  Employee's  brokerage  account  at  a  designated
securities  brokerage firm or otherwise deliver Shares to Employee.  No Employee
or Beneficiary  shall have at any time any rights with respect to shares covered
by this Agreement prior to issuance of certificates (or certificate-less credit)
therefor  following  exercise of the SARs as provided above. No adjustment shall
be made for  dividends or other rights for which the record date is prior to the
date of issue of such stock  certificates  (or credit).  If any fractional Share
would be deliverable  upon exercise,  after taking into account  withholding for
mandatory  taxes in accordance  with Section 9(a),  the Company will pay cash in
lieu of delivery of such fractional Share or will use such cash to apply towards
withholding for taxes.

     4. Transferability. Except to the extent permitted under and subject to the
conditions  of  Section  11(b) of the  Plan,  the SARs  may not be  assigned  or
transferred in any way by the Employee,  except at the Employee's  death, by his
or her will or pursuant to the applicable laws of descent and distribution or to
his or her designated Beneficiary, and in the event of his or her death the SARs
shall be exercisable as provided in Section 5 hereof.  If Employee shall attempt
to make such prohibited  assignment or transfer,  the unexercised portion of the
SARs shall be null and void and the  Company  shall  have no  further  liability
hereunder.

     5.  Termination  Provisions.  The  following  provisions  will  govern  the
vesting,  exercisability  and  expiration of the SARs in the event of Employee's
Termination  of  Employment  (as defined  below);  provided  that the  Committee
retains its powers to  accelerate  vesting or modify these terms  subject to the
consent  of  Employee  in the  case  of a  modification  materially  adverse  to
Employee:

     (a) Exercise While Employed;  Voluntary  Resignation and Termination by the
Company for Cause. Except as provided in this Section 5, Employee shall have the
right to  exercise  the SARs only so long as he or she  remains in the employ of
the Company or a subsidiary of the Company, including a subsidiary which becomes
such after the date of this Agreement.  Accordingly,  in the event of Employee's
Termination of Employment due to his or her voluntarily  resignation (other than
a Normal or Early Retirement governed by clause (b) or (c) below) or Termination

of  Employment  by the Company for Cause (as defined  below),  all unvested SARs
will be  immediately  forfeited,  and all  vested  SARs  (i)  will  cease  to be
exercisable  and will  terminate on the date three months after  Termination  of
Employment due to such Voluntary  Resignation  (but in no event after the Stated
Expiration  Date)  and (ii)  will  cease to be  exercisable  and will  terminate
immediately in the case of a Termination by the Company for Cause.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below), the following rules will apply:

        - Employee's  unvested  SARs  will not be  forfeited,  but  will  remain
          outstanding  and will become  exercisable at the applicable date under
          this  Agreement as though  Employee had not had such a Termination  of
          Employment;  provided  that, in the case of  Termination of Employment
          due to Disability  or Normal  Retirement,  Employee  shall forfeit the
          unvested  SARs if  before  the date of  vesting  Employee  engages  in
          activity that results in a Forfeiture Event set forth in Section 10 of
          the Plan.  Employee  acknowledges that the Committee has relied on the
          discretion  granted to it under Section 10(e) of the Plan in requiring
          forfeiture upon occurrence of a Forfeiture Event during the applicable
          post-Termination period.
        - Unless  forfeited,   Employee's  SARs  shall  remain  outstanding  and
          exercisable  until the Stated  Expiration Date, at which date the SARs
          will cease to be exercisable and will  terminate,  except as otherwise
          provided herein.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:

        - A pro rata  portion  of  Employee's  then  unvested  SARs  will not be
          forfeited,  but will remain outstanding and will become exercisable at
          the applicable  date under this  Agreement as though  Employee had not
          had such a Termination  of  Employment.  This pro rata portion will be
          determined  by  multiplying  the  number  of such  unvested  SARs by a
          fraction  the  numerator of which is the number of days from the Grant
          Date to the  date of  Employee's  Termination  of  Employment  and the
          denominator  of which is 1,095;  provided that Employee  shall forfeit
          the unvested  SARs if before the date of vesting  Employee  engages in
          activity that results in a Forfeiture Event set forth in Section 10 of
          the Plan.  Employee  acknowledges that the Committee has relied on the
          discretion  granted to it under Section 10(e) of the Plan in requiring
          forfeiture upon occurrence of a Forfeiture Event during the applicable
          post-Termination period.
        - Employee's SARs that had not become vested before such  Termination of
          Employment  and are not  included in the pro rata  portion  subject to
          continued vesting will be immediately forfeited.
        - Employee's  SARs that were vested at the time of such  Termination  of
          Employment and those that thereafter  become vested under this Section
          5(c)  shall  remain  outstanding  and  exercisable  until  the  Stated
          Expiration  Date, at which date the SARs will cease to be  exercisable
          and will terminate.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or death of Employee  following  Termination  but prior to vesting of SARs
not  otherwise  forfeited  hereunder,  Employee's  unvested  SARs  will  not  be
forfeited but will become  immediately  vested and  exercisable,  and all vested
SARs shall remain  outstanding and exercisable until the Stated Expiration Date,
at which date the SARs will cease to be exercisable and will  terminate,  except
as  otherwise  provided  herein.  Any SARs  exercisable  under this Section 5(d)
following Employee's death may be exercised by Employee's legal  representative,
distributee, legatee or designated Beneficiary, as the case may be.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

          (i)  "Cause"  has the  meaning as defined in the  Company's  Executive
     Separation Policy or any successor policy thereto, as in effect at the time
     of Employee's Termination of Employment.

          (ii) "Disability"  means a disability  entitling Employee to long-term
     disability benefits under the Company's  long-term  disability policy as in
     effect at the date of Employee's  termination of  employment,  upon written
     evidence  of such  permanent  disability  from a  medical  doctor in a form
     satisfactory to the Company.

     (iii) "Early  Retirement"  means  Termination  of  Employment by either the
Company or Employee  after Employee has attained age 55 and before he or she has
attained age 62 if at the time of Termination  Employee has ten or more years in
the employ of the Company and/or its subsidiaries.

     (iv) "Normal  Retirement"  means  Termination  of  Employment by either the
Company or Employee after Employee has attained age 62.

     (v) "Termination of Employment" means the event by which Employee ceases to
be employed by the Company or any  subsidiary  of the Company  and,  immediately
thereafter,  is not employed by or providing  substantial services to any of the
Company  or a  subsidiary  of the  Company.  If  Employee  is granted a leave of
absence for military or governmental  service or other purposes  approved by the
Board, he or she shall be considered as continuing in the employ of the Company,
or of a subsidiary of the Company, for the purpose of this subsection,  while on
such authorized leave of absence.

     6. Change in Control  Provisions.  The  provisions of Section 9 of the Plan
shall not apply to the SARs, except as specifically  provided in this Section 6.
In the event of a Change in Control (as  defined in Section 9 of the Plan),  the
SARs, if not previously  forfeited,  will be fully vested and  exercisable for a
period of 90-days commencing at the date of the Change in Control,  during which
period Employee may elect to receive,  instead of shares upon exercise,  cash in
an amount  equal to (i) the Fair Market Value of a Share at the date of exercise
minus the Base Price per share of the SARs times (ii) the number of shares  that
remained  subject to the SARs  (whether or not vested) at the time of the Change
in Control (this payment will be required only if it is a positive amount). Such
cash  payment  shall  be made in a lump  sum at the  date  of  exercise.  At the
expiration of such 90-day period following the Change in Control,  Employee will
have no further rights with respect to the SARs, which thereupon will terminate.

     7. Forfeiture  Provisions.  Employee agrees that, by signing this Agreement
and  accepting the grant of the SARs,  the  forfeiture  conditions  set forth in
Section 5(b) hereof and in Section 10 of the Plan shall apply to the SARs and to
gains realized upon the exercise of the SARs (in addition to the requirements of
Section 5(b) and (c) applicable during any period of continued vesting following
Termination of Employment).

     8. Employee Representations and Warranties, Consents and Acknowledgements.

     (a) As a condition  to the  exercise  of the SARs,  the Company may require
Employee  to make  any  representation  or  warranty  to the  Company  as may be
required under any applicable  law or regulation,  and to make a  representation
and warranty that no Forfeiture Event has occurred or is contemplated within the
meaning of Section 5(b) hereof and Section 10 of the Plan.

     (b) By  signing  this  Agreement,  Employee  voluntarily  acknowledges  and
consents to the  collection,  use  processing  and transfer of personal  data as
described  in this  clause  (b).  Employee  is not  obliged  to  consent to such
collection,  use, processing and transfer of personal data; however,  failure to
provide the consent may affect  Employee's  ability to  participate in the Plan.
The  Company  and  its  subsidiaries  hold,  for the  purpose  of  managing  and
administering the Plan, certain personal  information about Employee,  including
Employee's  name,  home  address and  telephone  number,  date of birth,  social
security number or other employee  identification number,  salary,  nationality,
job title, any shares of stock or directorships held in the Company,  details of
all  options  and SARs or any other  entitlement  to  shares  of stock  awarded,
canceled,  purchased,  vested,  unvested  or  outstanding  in  Employee's  favor
("Data").   The  Company  and/or  its  subsidiaries  will  transfer  Data  among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to

receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
Shares on Employee's  behalf to a broker or other third party with whom Employee
may elect to deposit any Shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (c)  Employee's  participation  in the Plan is voluntary.  The value of the
SARs is an extraordinary item of compensation. As such, the SARs are not part of
normal or expected  compensation  for  purposes of  calculating  any  severance,
resignation,  redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.  Rather, the awarding of the
SARs to Employee under the Plan represents a mere investment opportunity.

     (d)  EMPLOYEE  HEREBY  CONSENTS TO  ELECTRONIC  DELIVERY  OF THE PLAN,  THE
PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS  RELATED TO THE PLAN  (COLLECTIVELY,
THE  "PLAN   DOCUMENTS").   THE  COMPANY   WILL   DELIVER  THE  PLAN   DOCUMENTS
ELECTRONICALLY  TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET
WEBSITE OR BY ANOTHER MODE OF  ELECTRONIC  DELIVERY AS DETERMINED BY THE COMPANY
IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT
WHEN A NEW PLAN  DOCUMENT IS AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
DOWNLOAD OR PRINTING AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN  DOCUMENT
CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,  EMPLOYEE
WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH
THE COMPANY'S  COMPUTER  NETWORK.  EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER
COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE
ADDRESS  SPECIFIED  IN SECTION  9(e) HEREOF.  EMPLOYEE'S  CONSENT TO  ELECTRONIC
DELIVERY  OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN  EFFECTIVE  UNTIL THE
EARLIER OF (I) THE TERMINATION OF EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II)
THE  WITHDRAWAL  OF  EMPLOYEE'S  CONSENT  TO  ELECTRONIC  DELIVERY  OF THE  PLAN
DOCUMENTS.  THE COMPANY  ACKNOWLEDGES  AND AGREES THAT EMPLOYEE HAS THE RIGHT AT
ANY TIME TO  WITHDRAW  HIS OR HER  CONSENT TO  ELECTRONIC  DELIVERY  OF THE PLAN
DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS  SPECIFIED IN
SECTION  9(e) HEREOF.  IF EMPLOYEE  WITHDRAWS  HIS OR HER CONSENT TO  ELECTRONIC
DELIVERY,  THE COMPANY WILL RESUME  SENDING  PAPER COPIES OF THE PLAN  DOCUMENTS
WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.  EMPLOYEE
ACKNOWLEDGES  THAT  HE OR SHE IS ABLE TO  ACCESS,  VIEW  AND  RETAIN  AN  E-MAIL
ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER
HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

     9. Miscellaneous.

     (a)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of exercise  the Company will  withhold  from any shares
deliverable  upon  exercise,  in accordance  with Section 11(d) of the Plan, the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the SARs and the exercise  thereof not
satisfied by means of such mandatory withholding.

     (b) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the SARs, and  supersedes any prior  agreements or documents with respect to the
SARs.  No  amendment  or  alteration  of this  Agreement  which may  impose  any
additional  obligation  upon the Company  shall be valid  unless  expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration, suspension or termination of this Agreement which may materially and
adversely  affect the rights of  Employee  under the SARs shall be valid  unless
expressed in a written instrument executed by Employee.

     (c) No Promise of Employment.  The SARs and the granting  thereof shall not
constitute or be evidence of any agreement or understanding, express or implied,
that  Employee  has a right to  continue  as an  employee of the Company for any
period of time, or at any particular rate of compensation. Employee acknowledges
and agrees that the Plan is discretionary in nature and limited in duration, and

may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time, provided,  however that any outstanding SARs shall not be affected.
The grant of stock SARs under the Plan is a one-time benefit and does not create
any  contractual  or other right to receive a grant of stock SARs or benefits in
lieu of stock SARs in the future.  Future  grants,  if any,  will be at the sole
discretion  of the  Company,  including,  but not  limited to, the timing of any
grant, the number of SARs, vesting provisions and the exercise or base price.

     (d) Governing Law. The validity, construction, and effect of this Agreement
shall be determined  in  accordance  with the laws  (including  those  governing
contracts)  of the State of New York,  without  giving  effect to  principles of
conflicts of laws, and applicable federal law. The SARs and the granting thereof
are  subject  to  the  Company's  compliance  with  the  applicable  law  of the
jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.


                                                                Exhibit 10.5

                    INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Stock Award and Incentive Plan
                             As Amended and Restated

             Restricted Stock Units Agreement--Non-Employee Director

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
May 8, 2007 (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New
York  corporation  (the  "Company"),  to Henry W.  Howell,  Jr.  ("Grantee")  of
Restricted Stock Units (the "Units"), as follows:

         Number granted:   1,931 Units (equal to $100,000 divided by the Fair
                           Market Value of one Share on May 8, 2007).

         Units vest:       All Units will vest on the third anniversary of the
                           Grant Date, May 8, 2010 (the "Stated Vesting Date"),
                           if not previously forfeited.  In addition, the Units
                           will become immediately vested upon a Change in
                           Control or upon the occurrence of certain events
                           relating to termination of service, in accordance
                           with Section 4 hereof.

         Settlement:       Units granted hereunder will be settled by delivery
                           of one share of the Company's Common Stock, par value
                           $.12-1/2 per share, for each Unit being settled. Such
                           settlement of Units not otherwise forfeited shall
                           occur promptly upon the Grantee's Termination of
                           Service, except as otherwise provided in Section 4(b)
                          (relating to Units unvested at the time of Retirement)
                           or Section 6 (relating to Change in Control and other
                           cases). Any reference in this Agreement to settlement
                           "promptly" upon a settlement date requires that
                           shares be delivered no more than 60 days after the
                           settlement date.

The Units are  subject to the terms and  conditions  of the 2000 Stock Award and
Incentive  Plan,  as amended and  restated  (the  "Plan"),  and this  Agreement,
including the Terms and Conditions of Restricted  Stock Units  attached  hereto.
The number of Units and the kind of shares  deliverable  in  settlement of Units
are subject to adjustment in accordance  with Section 5 hereof and Section 11(c)
of the Plan.

     Grantee acknowledges and agrees that (i) Units are nontransferable,  except
as provided in Section 3 hereof and  Section  11(b) of the Plan,  (ii) Units are
subject  to  forfeiture  in the event of  Grantee's  Termination  of  Service in
certain  circumstances prior to vesting, as specified in Section 4 hereof, (iii)
sales of  shares  delivered  in  settlement  of  Units  will be  subject  to the
Company's  policies  regulating trading by directors and (iv) a copy of the Plan
and related  prospectus  have  previously been delivered to Grantee or are being
delivered to Grantee.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer  thereunto duly authorized,  and Grantee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

                                             INTERNATIONAL FLAVORS &
                                                 FRAGRANCES INC.


                                         By:
--------------------------------            -------------------------------
Henry W. Howell, Jr.                     Name:  Dennis M. Meany
                                         Title: Senior Vice President,
                                                General Counsel and Secretary

                                         Attest:


                                         -----------------------------------
                                                 Assistant Secretary




                 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following Terms and Conditions apply to the Units granted to Grantee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified in the
Restricted  Stock Units  Agreement (of which these Terms and  Conditions  form a
part).  Certain  terms of the  Units,  including  the  number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1. General. The Units are granted to Grantee under the Company's 2000 Stock
Award  and  Incentive  Plan (the  "Plan"),  a copy of which,  along  with  other
documents  constituting  the  "prospectus"  for the Plan,  have  previously been
delivered to Grantee or are being  delivered to Grantee.  All of the  applicable
terms, conditions and other provisions of the Plan are incorporated by reference
herein.  Capitalized  terms used in this  Agreement but not defined herein shall
have the same  meanings  as in the Plan.  If there is any  conflict  between the
provisions of this document and mandatory provisions of the Plan, the provisions
of the Plan govern.  By accepting the grant of the Units,  Grantee  agrees to be
bound by all of the terms and  provisions of the Plan (as presently in effect or
later amended),  the rules and  regulations  under the Plan adopted from time to
time,  and  the  decisions  and  determinations  of the  Company's  Compensation
Committee of the Company's Board of Directors (the  "Committee")  made from time
to time,  provided that no such Plan amendment,  rule or regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Grantee with respect to outstanding Units.

     2. Account for Grantee.  The Company shall  maintain a bookkeeping  account
for Grantee  (the  "Account")  reflecting  the number of Units then  credited to
Grantee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement,  Grantee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a Beneficiary  or otherwise if and to the
extent  permitted  by the Company and subject to the  conditions  under  Section
11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Grantee's Termination of Service (as
defined below), unless otherwise determined by the Committee (subject to Section
8(a) hereof):

          (a)  Death  or  Disability.   In  the  event  of  Grantee's  death  or
     Termination  of Service due to Disability  (as defined  below),  all of the
     Units, to the extent then outstanding but not previously vested,  will vest
     and become non-forfeitable  immediately,  and such Units, together with any
     then-outstanding  Units that previously became vested and  non-forfeitable,
     will be settled as promptly as  practicable  thereafter  if not  previously
     settled.

          (b) Retirement.  In the event of Grantee's  Termination of Service due
     to Retirement (as defined below),  the Units, to the extent outstanding and
     whether or not previously vested or otherwise  forfeited,  will continue to
     be outstanding  (i.e., will not be forfeited and, in that respect,  will be
     deemed  vested) and will be settled at the time the Units would have become
     vested if Grantee had not Retired or earlier as provided under Section 4(a)
     or Section 6. Then outstanding Units that became vested and non-forfeitable
     prior to Retirement  will be settled as promptly as  practicable  following
     Retirement, if not previously settled.

          (c) Other  Terminations.  In the  event of  Grantee's  Termination  of
     Service for any reason other than death,  Disability,  or  Retirement,  any
     then-outstanding  Units not  vested at the date of  Termination  of Service
     will be forfeited,  and Units that became vested and non-forfeitable  prior
     to Termination of Service will be settled promptly  following  Termination,
     if not previously settled.

          (d) Certain Definitions.  The following definitions apply for purposes
     of this Agreement:

               (i) "Disability"  means Grantee's  physical or mental  impairment

          which is expected to be of  long-duration  and which  renders  Grantee
          unable to perform  his or her duties as a director.  Determination  of
          Disability will be in the sole discretion of the Board.

               (ii) "Retirement" means retirement after attaining age 62.

               (iii)  "Termination  of Service" means the event by which Grantee
          ceases to be a  director  of the  Company,  provided  that such  event
          constitutes a separation  from service  within the meaning of Treasury
          Regulation ss. 1.409A-1(h).

     5. Dividends and Adjustments.

     (a)  Dividends.  No dividends or dividend  equivalents  will be credited or
paid on any unvested  Units.  Units that, at the relevant  dividend  record date
that occurs  before the issuance of shares in  settlement  of Units,  previously
have been vested (i.e.,  Units deferred as to settlement under Section 6), shall
be entitled to credits  equivalent to dividends that would have been paid if the
Units had been  outstanding  shares at such record date.  The form and timing of
such payments will be in the discretion of the Committee.

     (b) Adjustments.  The number of Units credited to Grantee's  Account and/or
the  property  deliverable  upon  settlement  of Units  shall  be  appropriately
adjusted,  in order to prevent  dilution or enlargement of Grantee's rights with
respect to Units in connection with, or to reflect any changes in the number and
kind of  outstanding  shares of  Common  Stock  resulting  from,  any  corporate
transaction  or event  referred to in the first sentence of Section 11(c) of the
Plan (this provision  takes  precedence over Section 5(a) in the case of a large
and non-recurring cash dividend or any non-cash dividend).

     (c) Risk of Forfeiture and Settlement of Units Resulting from  Adjustments.
Units (and other property  deliverable in settlement of Units) which directly or
indirectly  result from adjustments to a Unit granted hereunder shall be subject
to the same  risk of  forfeiture  as  applies  to the  granted  Unit and will be
settled at the same time as the granted Unit.

     6. Deferral of Settlement;  Compliance with Section 409A. Terms relating to
the settlement of Units shall comply with the requirements under Section 409A of
the Internal  Revenue Code (the  "Code").  Units will be subject to  accelerated
settlement  under Section 9(a) of the Plan or otherwise upon a Change in Control
only if the Change in Control constitutes a change in the ownership or effective
control of the  corporation or in the ownership of a substantial  portion of the
assets of the corporation within the meaning of Section 409A(a)(2)(A)(v).  Other
provisions of this Agreement notwithstanding, under U.S. federal income tax laws
and Treasury Regulations (including proposed regulations) as presently in effect
or hereafter implemented, (i) if the timing of any distribution in settlement of
Units would result in Grantee's  constructive  receipt of income relating to the
Units prior to such distribution,  the date of distribution will be the earliest
date after the specified  date of  distribution  that  distribution  could occur
under Treasury  Regulation ss. 1.409A-3 and can be effected without resulting in
such constructive  receipt; and (ii) any rights of Grantee or retained authority
of the Company with respect to Units hereunder shall be  automatically  modified
and limited to the extent  necessary so that Grantee will not be deemed to be in
constructive  receipt of income relating to the Units prior to the  distribution
and so that Grantee  shall not be subject to any penalty  under Section 409A. In
this regard,  the Company shall have no retained  discretion  to accelerate  the
settlement  of the Units beyond that  permitted  under Code Section 409A without
triggering any tax penalty.

     7. Other Terms Relating to Units.

     (a) Fractional Units and Shares.  The number of Units credited to Grantee's
Account shall include  fractional  Units,  if any,  calculated to at least three
decimal places, unless otherwise determined by the Committee.  Unless settlement
is  effected  through  a  third-party  broker  or  agent  that  can  accommodate
fractional  shares  (without  requiring  issuance of a  fractional  share by the
Company), upon settlement of the Units Grantee shall be paid, in cash, an amount
equal to the value of any  fractional  share  that  would  have  otherwise  been
deliverable in settlement of such Units.

     (b) Taxes.  Grantee  shall be  responsible  for any income  taxes and other
taxes resulting from the grant, vesting or settlement of Units.


     (c) Statements.  An individual  statement of each Grantee's Account will be
issued to Grantee  at such times as may be  determined  by the  Company.  Such a
statement  shall  reflect  the number of Units  credited to  Grantee's  Account,
transactions  therein  during the period  covered  by the  statement,  and other
information  deemed relevant by the Committee.  Such a statement may be combined
with or include information regarding other plans and compensatory  arrangements
for  non-employee  directors.  Any  statement  containing  an error  shall  not,
however, represent a binding obligation to the extent of such error.

     (d)  Grantee  Consent.  By  signing  this  Agreement,  Grantee  voluntarily
acknowledges  and consents to the  collection,  use,  processing and transfer of
personal  data as  described  in this  Section  7(d).  Grantee is not obliged to
consent to such  collection,  use,  processing  and  transfer of personal  data;
however,  failure  to  provide  the  consent  may  affect  Grantee's  ability to
participate in the Plan. The Company and its subsidiaries  hold, for the purpose
of managing and  administering  the Plan,  certain  personal  information  about
Grantee,  including  Grantee's name, home address and telephone number,  date of
birth, social security number or other Grantee  identification  number,  salary,
nationality,  job  title,  any  shares  of  stock or  directorships  held in the
Company,  and details of all options or any other entitlement to shares of stock
awarded, canceled, purchased, vested, unvested or outstanding in Grantee's favor
("Data").   The  Company  and/or  its  subsidiaries  will  transfer  Data  among
themselves as necessary for the purpose of  implementation,  administration  and
management of Grantee's  participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United  States.  Grantee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of  implementing,  administering  and managing  Grantee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
shares on  Grantee's  behalf to a broker or other third party with whom  Grantee
may elect to deposit any shares acquired  pursuant to the Plan.  Grantee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Grantee's ability to participate in the Plan.

     (e) Consent to Electronic  Delivery.  Grantee hereby consents to electronic
delivery of the Plan, the Prospectus for the Plan and other documents related to
the Plan (collectively, the "Plan Documents"). The Company will deliver the Plan
documents  electronically to Grantee by e-mail, by posting such documents on its
intranet website or by another mode of electronic  delivery as determined by the
Company in its sole  discretion.  The Company will send to the Grantee an e-mail
announcement when a new plan document is available  electronically for Grantee's
review,  download or printing  and will provide  instructions  on where the plan
document  can be found.  Unless  otherwise  specified in writing to the Company,
Grantee will not incur any costs for receiving the plan documents electronically
through the Company's  computer network.  Grantee will have the right to receive
paper copies of any plan document by sending a written  request for a paper copy
to the address specified in Section 8(e) hereof. Grantee's consent to electronic
delivery  of the plan  documents  will be valid and remain  effective  until the
earlier of (i) the termination of Grantee's  participation  in the Plan and (ii)
the  withdrawal  of  Grantee's  consent  to  electronic  delivery  of  the  Plan
documents. The Company acknowledges and agrees that Grantee has the right at any
time to withdraw his or her consent to electronic delivery of the Plan documents
by sending a written  notice of withdrawal  to the address  specified in Section
8(e) hereof. If Grantee withdraws his or her consent to electronic delivery, the
Company will resume sending paper copies of the Plan  documents  within ten (10)
business days of its receipt of the withdrawal notice. Grantee acknowledges that
he or she is able to access,  view and retain an e-mail  announcement  informing
Grantee that the Plan  documents are available in either HTML, PDF or such other
format as the company determines in sole discretion.

     8. Miscellaneous.

     (a) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the Units,  and  supersedes  any prior  agreements  or  documents  with  respect
thereto.  No  amendment or  alteration  of this  Agreement  which may impose any
additional  obligation  upon the Company  shall be valid  unless  expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration,  suspension or termination  of this  Agreement  which may materially
impair the rights of Grantee  with  respect to the Units  shall be valid  unless
expressed in a written instrument executed by Grantee.

     (b) No Promise of Continued Service as Director. The Units and the granting
thereof shall not  constitute or be evidence of any agreement or  understanding,
express or  implied,  that  Grantee has a right to continue as a director of the
Company for any period of time, or at any particular rate of compensation.


     (c)  Unfunded  Plan.  Any  provision  for  distribution  in  settlement  of
Grantee's  Account  hereunder  shall be by means of  bookkeeping  entries on the
books of the  Company  and shall not  create in  Grantee  any right to, or claim
against any,  specific assets of the Company,  nor result in the creation of any
trust or escrow  account for Grantee.  With respect to Grantee's  entitlement to
any distribution hereunder, Grantee shall be a general creditor of the Company.

     (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED  IN  ACCORDANCE  WITH THE LAWS  (INCLUDING  THOSE  GOVERNING
CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING  EFFECT TO  PRINCIPLES OF
CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention: Corporate Secretary, and any notice to the Grantee shall be addressed
to the  Grantee at  Grantee's  address as then  appearing  in the records of the
Company.