lNTERNATI0NAL FLAVORS & FRAGRANCES INC. ("IFF")
DIRECTORS' DEFERRED C0MPENSATI0N PLAN
1. The Corporation has established this plan to give outside directors of the Corporation the option to defer
receipt of the annua1 retainer and meeting fees payable to them for services as an IFF director.
2. IFF directors are elected for a one-year term of office commencing with the Annual Meeting of Stockholders
held on the second Thursday of May in each year. IFF pays each director who is not an employee of or
consultant to the Corporation ("outside director") an annual retainer in two equal installments on November 30
and May 31 of each year, plus a meeting fee for each meeting attended. Following the adoption of this Plan by
the Board but prior to November 1, 1981, any outside director of the Corporation may elect to have payment of
all of his or her semi-annual retainer and meeting fees for services as a director after November 1, 1981, deferred
in one of the ways specified in paragraph 5 below. Such election, and any subsequent change thereof, shall be
made in writing signed by the director and filed with the Secretary of the Corporation.
3. An election by a director to defer compensation with respect to any year of service as a director shall be
irrevocable after such year of service begins. Such election, once made, shall also continue in effect with respect
to the retainer for subsequent years of service as a director unless, before the Annual Meeting of Stockholders
beginning any such year, the director files a new election or informs the Secretary in writing that he or she wishes
to receive his or her retainer and meeting fees in cash.
4. Any director's compensation deferred pursuant to the terms of this plan will be increased, until actually paid to
the director, at the interest rates applicable from time to time with respect to deferred compensation awards
under the Corporation's deferred compensation plans for employees.
5. Payment of a director's deferred compensation shall be made in a