Edgar Filing: INTERNATIONAL FLAVORS & FRAGRANCES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

INTERNATIONAL FLAVORS & FRAGRANCE INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

[LOGO OF IFF]

International Flavors & Fragrances Inc.
521 West 57th Street
New York, N.Y. 10019

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

Notice of Annual Meeting of Shareholders
to be held May 16, 2001

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

The Annual Meeting of Shareholders of International Flavors & Fragrances
Inc., a New York corporation (hereinafter called the "Company"), will be held
at the office of the Company, 521 West 57th Street, New York, New York, on
Wednesday, May 16, 2001, at 10 A.M., Eastern Daylight Saving Time, to elect 10
directors for the ensuing year, to approve the IFF Global Employee Stock
Purchase Plan, and to transact such other business as may properly come before
the meeting or any adjournments thereof.

Only shareholders of record at the close of business on March 26, 2001 will
be entitled to notice of and to vote at the meeting.

Admission to the meeting will be by ticket only. If you are a shareholder
of record and plan to attend, please complete and return the ticket request
card which is enclosed for such holders. If your shares are not registered in
your own name and you plan to attend, please request a ticket by writing to
the Office of the Secretary, International Flavors & Fragrances Inc., 521 West
57th Street, New York, New York 10019. Evidence of your ownership, which you
can obtain from your bank or broker, must accompany your letter.

If you do not expect to attend the meeting in person, you are requested to
sign, date and return the enclosed proxy promptly in the enclosed addressed
envelope, which requires no postage if mailed in the United States.

By Order of the Board of Directors,

Stephen A. Block
Secretary
March 30, 2001

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Company's Board of Directors (the "Board") of proxies to be used at the
Annual Meeting of Shareholders of the Company to be held on May 16, 2001 (the
"2001 Annual Meeting") at the principal executive office of the Company, 521
West 57th Street, New York, New York 10019. This proxy statement and the form
of proxy will be sent to shareholders on or about March 30, 2001. In addition
to solicitation by mail, proxies may be solicited personally, by telephone or
by telegram. The Company has retained Corporate Investor Communications, Inc.
to assist in such solicitation for a fee of $7,000. The cost of soliciting
proxies will be borne by the Company.

Any shareholder who signs and returns the enclosed form of proxy may revoke
it at any time before it has been exercised, by a written instrument or by
personal attendance at the meeting.

The Company had outstanding at the close of business on December 31, 2000,
97,426,044 shares of Common Stock entitled to one vote per share. Only
shareholders of record at the close of business on March 26, 2001 will be
entitled to vote at the meeting.

ELECTION OF DIRECTORS

At the meeting 10 directors will be elected in accordance with the By-laws
of the Company, as amended, to serve for the ensuing year and until their
successors are elected and shall qualify. The By-laws provide that the
election of directors requires a plurality of the votes cast by the
shareholders entitled to vote at the meeting. Except as stated below, the
shares of Common Stock represented by the proxies hereby solicited will be
voted for the election of the 10 nominees whose names are listed below, all of
whom are presently directors of the Company. Should any of such nominees be
unable for good cause to serve (which is not now anticipated), it is intended
that such shares will be voted for the balance of those named and for such
substitute nominees as the Board may recommend.

Where no qualifying note reference appears in the table below next to the
number of shares beneficially owned, as defined by Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the named
director has sole voting and investment power over all such shares.

Information About Nominees

Shares of
Company Per-
Stock centage
Principal Occupation Year Beneficially of
During First Owned as of Shares
Last Five Years and Became December 31, Out-
Name Age Other Directorships Held Director 2000(1) standing
---- --- ------------------------ -------- ------------ --------

Margaret Hayes Adame(2) 61 President, Fashion Group 1993 15,000 (3)
International, an
international trade
organization; Director,
Movado Group, Inc.

Gunter Blobel 64 Professor, The 2000 0 (3)
Rockfeller University,
an institution of higher
learning; Investigator,
Howard Hughes Medical
Institute, a research
medical institution

J. Michael Cook 58 Chairman and Chief 2000 2,000 (3)
Executive Officer
Emeritus, Deloitte &
Touche, LLP, accounting
firm; Director, Rockwell
International
Corporation, HCA-The
Healthcare Company and
The Dow Chemical Company
Peter A. Georgescu(2) 62 Chairman Emeritus, Young 1999 2,000 (3)
& Rubicam Inc.,
advertising agency;
Director, Briggs &
Stratton Corporation
Richard A. Goldstein(2) 59 Chairman and Chief 2000 510,000 (3)
Executive Officer since
June 2000; President and
Chief Executive Officer
of Unilever United
States, Inc., and
Business Group President
of Unilever North
American Foods, a home,
personal care and food
products company, prior
thereto; Director,
Legacy Hotels and
Fiduciary Trust Company
International
Carlos A. Lobbosco 61 Executive Vice 1999 75,501 (3)
President, Global
Business Development
since September 2000;
Vice President of the
Company prior thereto
Arthur C. Martinez 61 Chairman and Chief 2000 3,000 (3)
Executive Officer
Emeritus, Sears, Roebuck
and Co., a retailer;
Director, Pepsico, Inc.,
Liz Claiborne, Inc. and
Martha Stewart Living
Omnimedia, Inc.
Henry P. van Ameringen(2) 70 President, van Ameringen 1961 8,053,705(4) 8.3%
Foundation, Inc, a
charitable foundation;
Vice President,
International Flavors &
Fragrances (Europe)
prior to 1979
William D. Van Dyke, III(2) 69 Senior Vice President, 1973 7,299,493(5) 7.5%
Salomon Smith Barney
Inc., stockbrokers
Douglas J. Wetmore 43 Senior Vice President 1998 32,667 (3)
and Chief Financial
Officer since September
2000; Vice President and
Chief Financial Officer
from April 1998 to
September 2000;
Controller of the
Company prior thereto

--------
(1) Pursuant to Rule 13d-3 under the Exchange Act, the number of shares of
Common Stock of the Company beneficially owned by each director includes
(where applicable) shares which he or she has (or will have within 60 days
after such date) the right to acquire under stock options granted by the
Company. The respective numbers of such shares are 500,000 for Mr.
Goldstein, 75,501 for Mr. Lobbosco, 28,667 for Mr. Wetmore, 21,000 for
Messrs. Van Dyke and van Ameringen and 12,000 for Ms. Adame.

(2) Member of the Executive Committee.
(3) Less than 1%.
(4) The numbers of shares of Common Stock of the Company beneficially owned by
Mr. van Ameringen listed above, and the numbers of shares beneficially
owned by Messrs. van Ameringen and George Rowe, Jr, currently a director
of the Company, listed in the tables on pages 24 and 25, include holdings
of the following trusts and foundations. Messrs. van Ameringen and Rowe
are the trustees of three trusts which hold an aggregate of 2,707,997
shares. Messrs. van Ameringen and Rowe are officers of the van Ameringen
Foundation, Inc., which owns 1,990,766 shares. Messrs. van Ameringen and
Rowe are three of the eleven directors of that foundation. Mr. van
Ameringen is also a trustee of a charitable trust holding 673,474 shares.
In addition, Messrs. van Ameringen and Rowe are trustees of six trusts
established under the will of Hedwig van Ameringen which hold an aggregate
of 784,931 shares. The number of shares with respect to which Messrs. van
Ameringen and Rowe have sole voting and investment power and shared voting
and investment power is set forth in the table on page 24.
(5) The number of shares beneficially owned by Mr. Van Dyke listed above
includes 25,957 shares with respect to which he has sole voting and
investment power and 7,273,536 shares over which he has shared voting and
investment power, including the holdings of the trust referred to in
footnote 2 in the table on page 24, three other trusts and a foundation.
Such number does not include the beneficial interest of Mr. Van Dyke's
wife in 129,426 shares owned directly by her. Mr. Van Dyke disclaims any
beneficial interest in any such shares.

All of the nominees except Messrs. Blobel, Cook, Goldstein and Martinez
were elected by the shareholders at the 2000 Annual Meeting. Mr. Goldstein was
elected a director effective May 18, 2000 and Chairman and Chief Executive
Officer effective June 1, 2000. Messrs. Blobel, Cook and Martinez were elected
directors effective December 12, 2000. Mr. Richard M. Furlaud, who on December
14, 1999 had been elected Chairman and Chief Executive Officer to serve until
the selection of a new Chief Executive Officer, resigned that office effective
June 1, 2000 although he has continued to serve as a director. The Company's
By-laws, as amended in 2000, provide that each director must retire effective
as of the Annual Meeting of Shareholders following his or her 72nd birthday.
That amendment provided that directors then over age 72 could continue to
serve until the 2001 Annual Meeting of Shareholders. Messrs. Furlaud and Rowe,
who in 2000 were over the Company's mandatory retirement age of 72, will
retire as directors as of the 2001 Annual Meeting of Shareholders in
accordance with the amendment.

During 2000 the Board held eleven meetings. The Company has an Audit
Committee, which held five meetings, a Stock Option and Compensation Committee
("SOCC"), which held eight meetings, and a Nominating Committee, which held
four meetings, in 2000. The Audit Committee, consisting of Ms. Adame and
Messrs. Georgescu and Van Dyke, oversees the financial operations of the
Company and the Company's relationship with its independent accountants. The
SOCC, consisting of Messrs. Furlaud, Georgescu, van Ameringen and Van Dyke,
oversees the Company's various compensation arrangements, recommends to the
Board the salaries to be paid, and incentive compensation and stock options to
be granted, to the executive officers of the Company, and determines the stock
options and other stock awards to be granted to other employees under the
Company's stock option and stock award plans. The Nominating Committee,
consisting of Ms. Adame and Messrs. Furlaud, Georgescu, van Ameringen and Van
Dyke, recruits, reviews qualifications of and recommends nominees to fill
Board vacancies and newly created directorships. Shareholders may submit names
of qualified candidates along with detailed information on their backgrounds
to the Company's Secretary for referral to the Nominating Committee.

I. Summary Compensation

The following table sets forth information in respect of the compensation
of the current and former Chairmen and Chief Executive Officers and each of
the other four most highly compensated executive officers of the Company for
1998, 1999 and 2000.

Long Term
Annual Compensation Compensation
---------------------------------------- -------------------
Awards Payouts
---------- --------
(a) (b) (c) (d) (e) (f) (g) (h)
--- ---- --------- -------------- --------------- ---------- -------- ------------
Securities LTIP All Other
Other Annual Underlying Payouts Compensation
Name and Principal Position Year Salary($) Bonus($) Compensation($) Options(#) ($) ($)(6)(7)
--------------------------- ---- --------- -------------- --------------- ---------- -------- ------------

Richard A. Goldstein.......... 2000 $525,000 $540,000(1)(2) $ -- 1,400,000 $720,000(1) $25,453
Chairman and Chief Executive 1999 -- -- -- -- -- --
Officer(3) 1998 -- -- -- -- -- --
Richard M. Furlaud............ 2000 -- -- (3) 150,000 -- --
Chairman and Chief Executive 1999 -- -- (3) 3,000 -- --
Officer(3) 1998 -- -- (3) 3,000 -- --
Carlos A. Lobbosco............ 2000 500,000 300,000(2) 303,054(4) 313,000 -- --
Executive Vice President, 1999 428,000 256,800(2) 87,030(4) 50,000 -- --
Global Business Development 1998 375,026 154,000(2) 73,663(4) 50,000 -- --
and Director
Robert G. Corbett............. 2000 385,000 192,500(2) 9,999(5) 75,000 -- 11,102
Vice President and Director 1999 350,000 87,500(2) 9,237(5) 30,000 -- 10,391
1998 260,871 140,000(2) 9,961(5) 30,000 -- 10,844
Stephen A. Block.............. 2000 360,000 180,000(2) 8,491(5) 212,500 -- 11,022
Senior Vice President, 1999 340,000 153,000(2) 7,151(5) 20,000 -- 10,609
General Counsel and Secretary 1998 300,000 120,000(2) 6,954(5) 17,500 -- 9,890
Douglas J. Wetmore............ 2000 330,000 165,000(2) 10,141(5) 179,500 -- 9,413
Senior Vice President, Chief 1999 300,000 135,000(2) 7,196(5) 20,000 -- 8,813
Financial Officer and Director 1998 231,250 110,000(2) 6,225(5) 12,500 -- 8,513

--------
(1) Pursuant to the terms of a Memorandum of Understanding entered into in
connection with Mr. Goldstein's election as Chairman and Chief Executive
Officer. See "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements" at page 9.
(2) Under the Company's Management Incentive Compensation Plan ("MICP").
(3) Mr. Furlaud served as Chairman and Chief Executive Officer until his
resignation effective June 1, 2000 on which date Mr. Goldstein became
Chairman and Chief Executive Officer. Mr. Furlaud's annual compensation
for the years 2000, 1999 and 1998 consists of outside director's fees of
$31,525, $30,750 and $23,250, respectively. For 2000, Mr. Furlaud's
compensation includes a stock award of 1,000 shares on October 1, 2000
with a market value of $18,250 on that date. For a description of
Mr. Furlaud's 2000 stock option grants and compensation as a director, see
"Option Grants in 2000" at page 6 and "Directors' Compensation" at page 8.

(4) Housing allowance pursuant to an agreement between Mr. Lobbosco and the
Company including amounts to be grossed up thereunder. See "Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements" at page 9 for the terms of Mr. Lobbosco's agreement.
(5) Amount imputed under the tax laws as compensation in respect of the
executive officer's personal use of the automobile provided to him by the
Company.
(6) For the year 2000, the following amounts were paid or set aside by the
Company in respect of individual officers listed in the above compensation
table under the Company's Retirement Investment Fund Plan, a defined
contribution plan, and the Company's unfunded Supplemental Retirement
Investment Plan: Mr. Goldstein, $24,421, Mr. Corbett, $10,454, Mr. Block,
$9,776 and Mr. Wetmore, $8,962.
(7) For the year 2000, the following amounts were imputed under the tax law as
compensation to the executive officers listed in the above compensation
table in consideration of life insurance coverage of such persons under
the Company's Executive Death Benefit Program: Mr. Goldstein, $1,032, Mr.
Corbett, $648, Mr. Block, $1,246 and Mr. Wetmore, $451. No participant in
such Program has or will have any interest in the cash surrender value of
the underlying insurance policies.

II. Option Grants in 2000

The following table shows all grants of options in 2000 to the executive
officers named in the Summary Compensation table. No stock appreciation rights
(SARs) were granted in 2000.

(a) (b) (c) (d) (e) (f)
% of
Total
Number of Options
Shares Granted Grant
Underlying to Exercise Date
Options Employees or Base Present
Granted in Fiscal Price Expiration Value
Name (#)(1) Year ($/sh)(2) Date(1) ($)(3)
---- ---------- --------- --------- ---------- ---------

R. A. Goldstein............ 500,000 8.71 34.31 6/1/10 4,540,000
100,000 1.74 34.31 6/1/10 908,000
100,000 1.74 34.31 6/1/10 908,000
700,000 12.20 17.94 11/14/07 1,945,000
R. M. Furlaud(4)........... 75,000 1.31 34.56 2/8/10 705,750
75,000 1.31 32.19 5/18/10 660,000
C. A. Lobbosco............. 75,000 1.31 34.56 2/8/10 705,750
238,000 4.14 17.94 11/14/07 918,680
R. G. Corbett.............. 75,000 1.31 34.56 2/8/10 705,750
S. A. Block................ 60,000 1.04 34.56 2/8/10 564,600
152,500 2.65 17.94 11/14/07 588,650
D. J. Wetmore.............. 60,000 1.04 34.56 2/8/10 564,600
119,500 2.08 17.94 11/14/07 461,270

--------
(1) All options were granted on February 8, 2000, May 18, 2000, June 1, 2000
or November 14, 2000 under either the Company's 2000 Stock Award and
Incentive Plan (the "SAIP"), which was approved by

shareholders at the Company's 2000 Annual Meeting of Shareholders, or the
Company's 1997 Employee Stock Option Plan, as amended (the "1997 SOP"),
which was approved by shareholders at the Company's 1997 Annual Meeting of
Shareholders. The options granted on February 8, 2000, May 18, 2000 and
June 1, 2000 expire ten years after grant and become exercisable in three
equal installments 24, 36, and 48 months, respectively, after the date of
grant, except an option for 500,000 shares granted to Mr. Goldstein (see
"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements" at page 9) and options for 150,000 shares granted to Mr.
Furlaud. Such options granted to Messrs. Goldstein and Furlaud are
immediately exercisable and remain exercisable (a) with respect to Mr.
Goldstein for the full option term or until death, if earlier, except that
the unexercised portion of the option is forfeited if Mr. Goldstein's
employment with the Company is terminated for cause prior to a "Change-in-
Control" (see "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements" at page 9); and (b) with respect to Mr.
Furlaud as provided in footnote 4 below. The options granted on November
14, 2000 become exercisable in equal 25% installments as the closing price
of the Company's Common Stock, measured over a period of seven out of 20
consecutive trading days, achieves successive market price targets of
$22.50, $27.00, $31.50 and $36.00 per share. These options expire on the
earlier of November 14, 2007 or six months and one day after the closing
price of the Company's Common Stock over 20 consecutive trading days
averages at least the weighted average exercise price of each option
holder's outstanding options prior to the grant on November 14, 2000. The
November 14, 2000 stock option of any option holder whose weighted average
exercise price of options granted prior to that date is below $36.00 per
share will become fully exercisable, and the six month and one-day period
until option expiration will begin to run, when the closing price of the
Company's Common Stock (averaged over a period of 20 consecutive trading
days) is at least the weighted average exercise price of that person's
outstanding options.
(2) All options were granted at the closing market price on the date of grant.
(3) The Company used the Black-Scholes model of option valuation or, in the
case of options which vest based on stock performance, a Monte Carlo
simulation model of option valuation, to determine grant date present
value. The actual value, if any, an executive may realize will depend on
the excess of the stock price over the exercise price on the date the
option is exercised, so that there is no assurance the value realized by
an executive will be at or near the value estimated by the Black-Scholes
or the Monte Carlo models. The estimated values under those models are
based on arbitrary assumptions as to variables such as interest rates,
stock price volatility, future dividend yield and the time of exercise.
For these reasons, the Company does not agree that the Black-Scholes or
Monte Carlo models can properly determine the value of an option. The
assumptions used by the Company are as follows: grant date stock prices
and exercise prices of $34.56 per share, $32.19 per share, $34.31 per
share and $17.94 per share, for the options granted on February 8, 2000,
May 18, 2000, June 1, 2000, and November 14, 2000, respectively; an option
term of 10 years or as specified above for the options granted November
14, 2000; a stock price volatility based on the calendar year closing
prices of the Company's Common Stock (plus dividends) for the period
December 31, 1990 through December 31, 2000; dividend yields of 3.84% for
all options (the dividend yield is calculated by annualizing the average
of the quarterly dividend yields, which are developed by dividing each
dividend payment between January 1, 1997 and December 31, 2000 by the
stock price on the ex-dividend date with respect to such payment); and
risk-free interest rates of 6.74%, 6.78%, 6.44% and 5.77%, for the options
granted on February 8, 2000, May 18, 2000, June 1, 2000, and November 14,
2000, respectively (the yield on the date of grant on the U.S. Government
Zero Coupon Bond with a maturity closest to the option term).
(4) On each of February 8, 2000 and May 18, 2000, in consideration of his
service as Chairman and Chief Executive Officer, Mr. Furlaud was granted
an option under the 1997 SOP and the SAIP, respectively, to purchase
75,000 shares of the Company's Common Stock at the exercise price of
$34.56 per share and

$32.19 per share, respectively. The options are exercisable immediately and
remain exercisable by Mr. Furlaud or, in the event of his death, by his
"Beneficiary" as defined in each option, for the full term of the option.
In accordance with the provisions of the plans under which such options
were granted, the options expire on February 8, 2010 and May 18, 2010,
respectively.

III. Aggregated Option Exercises in 2000 and Option Values at December 31, 2000

The following table provides information as to options exercised in 2000 by
each of the executive officers named in the Summary Compensation table and the
value of options held by such executive officers at December 31, 2000 measured
in terms of the closing price of the Common Stock in consolidated trading on
December 31, 2000.

(a) (b) (c) (d) (e)
Number of
Shares Securities Underlying Value of Unexercised
Acquired on Unexercised Options at In-the-Money Options at
Exercise Value FY-End(#) FY-End($)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------

R. A. Goldstein......... 0 $ 0 500,000/1,400,000 $0/1,659,000
R. M. Furlaud........... 3,000 35,640 171,000/6,000 $ 0/0
C. A. Lobbosco.......... 0 0 75,501/400,499 $ 0/564,060
R. G. Corbett........... 0 0 45,085/129,165 $ 0/0
S. A. Block............. 0 0 55,834/249,166 $ 0/361,425
D. J. Wetmore........... 0 0 28,667/210,333 $ 0/283,215

Directors' Compensation

Directors who are not employees of the Company receive an annual retainer
of $25,000, an annual option grant of 1,000 shares of Common Stock and a fee
of $1,000 for each meeting of the Board or committee attended, except that
when a committee meeting is held on the same day as a Board meeting a fee of
only $750 is paid. On October 1, 2000, each non-employee director received a
grant of 1,000 shares of Common Stock. Through 2009, such directors also
receive automatic annual stock option grants, on the date of the annual
meeting of shareholders, of 3,000 shares of Common Stock under the Company's
2000 Stock Option Plan for Non-Employee Directors (the "2000 DSOP"). Options
granted under the 2000 DSOP vest in equal installments of 24, 36 and 48
months, and expire ten years, after the date of grant. On May 18, 2000, each
non-employee director received an option to purchase 3,000 shares of Common
Stock at $32.19 per share under the 2000 DSOP.

The Company has established a Directors' Deferred Compensation Plan under
which directors may defer their cash compensation or stock grants until
retirement or other specified date. Deferred cash amounts credited to a
director's plan account earn interest at the interest rates applicable from
time to time to deferred compensation awards under the MICP. A director who
defers all or part of a stock grant may elect to have dividend equivalents
reinvested in additional Common Stock share equivalents or credited as cash
earning interest as provided with respect to cash compensation.

As part of its overall program of charitable contributions, the Company has
established the Director Charitable Contribution Program. Under the Program,
the Company has purchased life insurance policies on the lives of
participating directors and is the owner and sole beneficiary of the policies.
After the death of a covered

director, the Company will donate $500,000 to one or more qualifying
charitable organizations designated by the director and $500,000 to The IFF
Foundation. Individual directors derive no financial benefit from the Program
since all deductions relating to the contributions accrue solely to the
Company. The Program should have no long-term cost to the Company.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

In connection with Mr. Goldstein's election as Chairman and Chief Executive
Officer of the Company, the Company negotiated with Mr. Goldstein, and the
Board approved, a Memorandum of Understanding (the "MOU") setting forth the
terms of Mr. Goldstein's employment by the Company. The principal terms of the
MOU are as follows:

(a) Mr. Goldstein is employed by the Company as its Chairman and Chief
Executive Officer for a term of five years effective June 1, 2000.

(b) Mr. Goldstein's annual base salary is not less than $900,000, the
level established by the Board.

(c) For 2000 Mr. Goldstein was guaranteed and received an annual
incentive compensation award of $540,000, 60% of his $900,000 base salary,
under the SAIP. For years after 2000 Mr. Goldstein's annual incentive
compensation will be subject to the attainment of certain annual
performance goals approved by the Board under the SAIP.

(d) For 2000 Mr. Goldstein was guaranteed and received a long-term
incentive compensation award of $720,000, 80% of his $900,000 base salary,
under the SAIP. For periods after 2000 Mr. Goldstein's long-term incentive
compensation will be subject to the attainment of certain long-term
performance goals approved by the Board under the SAIP.

(e) On June 1, 2000 Mr. Goldstein was granted options to purchase
700,000 shares of the Company's Common Stock. See "Option Grants in 2000"
at page 6. Of these options, an option for 500,000 shares was a "sign-on"
grant; an option for 100,000 shares was to compensate Mr. Goldstein for his
forfeiture, upon his leaving Unilever United States, Inc. ("Unilever US"),
of unvested options to purchase stock of Unilever plc; and an option for
100,000 shares was Mr. Goldstein's 2000 annual grant. The "sign-on" grant,
made under the Company's 1997 SOP, was immediately exercisable and will
remain exercisable for the full term irrespective of Mr. Goldstein's
employment status, or until death, if earlier, except that if
Mr. Goldstein's employment is terminated for cause prior to a "Change-in-
Control" (see below at page 13), the unexercised portion of the option will
be immediately forfeited. The other grants were made under the SAIP, and
are subject to the same terms and conditions as grants to other employees
under the SAIP. Mr. Goldstein is also entitled to future annual option
grants with a value, based on the Black-Scholes model of option valuation,
of at least $590,000.

(f) Mr. Goldstein is entitled to receive from the Company $2,118,750 in
respect of long term incentive payments that he forfeited by leaving
Unilever US ("Unilever LTIP"). Payments in respect of Unilever LTIP will be
made at the same times, and in the same amounts, as they would have been
made to Mr. Goldstein had he remained an employee of Unilever US. The first
installment of $706,250 was paid in March 2001.

(g) Had Unilever US canceled certain vested options held by Mr.
Goldstein, he would have been entitled to a payment from the Company of
$871,000 in respect of those options. Unilever US permitted

Mr. Goldstein to exercise those options, however, as a result of which the
Company's obligation for this payment terminated.

(h) Mr. Goldstein participates in all of the Company's benefit plans and
programs to the same extent as all Company executive officers. In addition,
the Company is providing Mr. Goldstein with (i) those benefits that he was
receiving at Unilever US that are not provided under the Company's plans
and programs, and (ii) with respect to benefits provided by both Unilever
US and the Company but as to which the Company's benefits are less generous
than those Mr. Goldstein was receiving from Unilever US, the same benefit
level as he was receiving from Unilever US.

(i) In no event will Mr. Goldstein receive aggregate pensions from the
Company and Unilever US that are less than the pension he would have
received had he continued to be employed by Unilever US for an additional
five-year period. If he retires from the Company after completing five
years of service, his Company pension will be based on the period of his
service with the Company only. If he retires from the Company before
completing five years of service, his Company pension will be based on a
combination of his service with the Company and his service with Unilever
US totaling five years. After calculating the aggregate of his actual
Company pension and his actual pension from Unilever US, the Company will
supplement that total with an amount equal to the difference between what
his pension would have been had he continued to be employed by Unilever US
for the additional five-year period and such aggregate actual pensions.

(j) Mr. Goldstein participates in and is entitled to the benefits of the
Company's Executive Separation Policy (the "ESP"), described below at page
12; provided that, if his employment with the Company is terminated without
cause or if he terminates his employment for "good reason" (as defined in
the ESP, see page 12 below) prior to his completing three years of service
with the Company, he receives the benefits of the ESP for the greater of
two years or for a period equal to five years less the number of full years
of service that he has completed.

Mr. Corbett resigned as a director of the Company effective as of November
1, 2000, and as a Vice President effective as of January 1, 2001. In
connection with his resignations, Mr. Corbett and the Company entered into a
Separation Agreement dated as of November 1, 2000 (the "Separation
Agreement"), which generally conforms to the terms of the ESP, adopted by the
Board of Directors on April 13, 2000 and applied to certain of the executive
officers of the Company. See "Executive Separation Policy" at page 12. The
principal features of the Separation Agreement are as follows:

(a) In respect of 2000, the Company recommended, and the Board awarded,
incentive compensation to Mr. Corbett of $192,500 under the MICP.

(b) Mr. Corbett became entitled to severance ("Severance") from January
2, 2001 through December 31, 2002 (the "Severance Period") equal to the sum
of his base salary ($385,000) and his target incentive compensation award
(50% of salary, or $192,500). The Severance is being paid in semi-monthly
installments of $24,062.50.

(c) Mr. Corbett remains entitled to the vested benefits he had accrued
through January 1, 2001 under the Company's Pension Plan. See "Pension
Plans" at page 14. In addition, the Company agreed to continue Mr.
Corbett's medical, dental and life insurance coverage until the earlier of
the expiration of the Severance Period or until he obtains new employment.

(d) As of January 2, 2001, ownership of the automobile theretofore
provided to Mr. Corbett by the Company was transferred to him. The Company
will report on Mr. Corbett's Form W-2 for 2001 the compensation income
attributable to such transfer, and Mr. Corbett is responsible for all
income taxes in respect of that income.

(e) Until the earlier of the expiration of the Severance Period or until
Mr. Corbett obtains new employment, the Company is providing him with
Company-paid outplacement services.

(f) Until the expiration of the Severance Period, Mr. Corbett has agreed
that he will not (i) act as a director, officer, employee, partner or
individual proprietor of, perform consulting services for, or otherwise
give material assistance to, certain named competitors of the Company, or
(ii) solicit, induce, or attempt to influence any employee of the Company
or any of its subsidiaries (the "Company Group") to terminate his or her
employment with the Company Group, or otherwise interfere with the
employment relationship between the Company Group and any of its employees.

In connection with his 1999 transfer to the United States and his
appointment as President, Fragrance Division, Mr. Lobbosco entered into a
contract with the Company effective October 1, 1999 (the "1999 Contract"),
which supersedes the 1998 contract which the Company and Mr. Lobbosco had
executed in connection with his 1998 transfer to Europe and his appointment as
Area Manager, Europe, Africa, and Middle East Fragrances (the "1998 Contract",
and together with the 1999 Contract the "Contracts"). The principal features
of the Contracts are as follows:

(a) Under the 1998 Contract, Mr. Lobbosco's annual base salary was set
at the local currency equivalent of $385,000 per year. Under the 1999
Contract, his base salary was raised to $500,000 per year. Both Contracts
contemplate annual reviews in accordance with Company policy.

(b) Under the 1998 Contract, Mr. Lobbosco was granted a stock option
award of 35,000 shares of Common Stock under the Company's 1997 SOP. Under
the 1999 Contract, he was granted an additional stock option award of
25,000 shares pursuant to the same Plan.

(c) Under the 1998 Contract the Company agreed to cause its United
Kingdom subsidiary to lease an apartment in London, England for Mr.
Lobbosco's use, and to pay the rent thereon. Under the 1999 Contract the
Company agreed to lease an apartment in New York City for Mr. Lobbosco's
use, and to pay the rent thereon.

(d) Under both Contracts, taxes on income recognized by Mr. Lobbosco as
a result of the Company's rent payments for the London and New York City
apartments are to be grossed up. Both Contracts also provide that, to the
extent that Mr. Lobbosco's effective aggregate income tax rate on his
salary and incentive compensation exceeds a certain percentage (26% under
the 1998 Contract and 30% under the 1999 Contract), the Company will
reimburse Mr. Lobbosco, on a grossed up basis, for all taxes in excess of
such rate in respect of such compensation income. Both Contracts also
entitle Mr. Lobbosco to the Company-paid services of an independent public
accountant to assist him in calculating his taxes.

(e) Both Contracts provide that, under the pension arrangement
applicable to Mr. Lobbosco, (see "Pension Plans" at page 14) and depending
on the date of his retirement, Mr. Lobbosco will receive a minimum
aggregate monthly pension. The monthly pension ranged from $7,365 to
$19,600 under the 1998 Contract, and ranges from $15,500 to $25,000 under
the 1999 Contract.

(f) Each Contract contemplates that Mr. Lobbosco's assignment covered by
such Contract will expire no later than July 1, 2001, and provides that,
from the date his assignment terminates until his retirement date,
anticipated under the 1998 Contract to be December 31, 2002 and under the
1999 Contract to be July 1, 2003, Mr. Lobbosco will remain an employee of
the Company, based in Buenos Aires, Argentina, performing such services as
the Chief Executive Officer of the Company may request. Under both
Contracts, during the applicable period Mr. Lobbosco's base salary will not
be lower than that at the end of the assignment. In December 2000, Mr.
Lobbosco and the Company agreed that the assignment covered by the 1999
Contract will be extended until December 31, 2001.

(g) Each Contract also provides that, in the event Mr. Lobbosco's
employment with the Company is terminated other than for cause prior to the
anticipated retirement date under such Contract, and Mr. Lobbosco is not
entitled to the benefits of his Agreement, Mr. Lobbosco will retire from
the Company's employ on that date. He may elect to commence receiving his
pension at that time or, in lieu thereof, to receive salary continuation
payments for a period of 18 months under the 1998 Contract and 24 months
under the 1999 Contract (or a shorter period if the termination occurs
after July 1, 2001).

Executive Separation Policy

On April 13, 2000, the Board approved the ESP, and authorized participation
in the ESP by the then executive officers of the Company, including Messrs.
Lobbosco, Corbett, Block and Wetmore (but excluding Mr. Furlaud). Mr.
Goldstein became a participant in the ESP as of June 1, 2000. In February
2001, the Board approved the inclusion in the ESP of 24 additional
participants, including additional executive officers. The ESP covers
separations from the Company both prior to and within three years following a
"Change-in-Control," as defined below ("CIC"). The eight executive officers
and one other officer of the Company are covered by the ESP's "Tier I"
payments and benefits, described below. The remaining 21 participants are
covered by lesser "Tier II" payments and benefits. Participants in the ESP
who, prior to their inclusion in the ESP, had executed executive severance
agreements agreed voluntarily to terminate those agreements in connection with
their participation in the ESP.

Under the ESP, a Tier I participant whose employment with the Company is
terminated without cause at any time other than within the three years
following a CIC receives severance, calculated on a monthly basis, equal to
the sum of (1) the covered executive's monthly base salary at the date of
termination and (2) 1/12th of the average of the participant's three most
recent annual incentive compensation awards, in each case payable as "salary
continuation" over a period of 24 months. The executive is also entitled to a
pro rata bonus in respect of the year of termination and continuation of
medical, dental and insurance benefits for the 24-month severance period. The
executive receives no additional pension credit, and stock options and other
long-term awards are exercisable only in accordance with their original terms.

A Tier I participant terminated without cause or electing to terminate his
or her employment with the Company for "good reason," as defined below, during
the three years following a CIC is entitled to the following:

(a) a lump sum payment equal to three times the aggregate of (i) the
participant's highest annual salary during the five years immediately
preceding separation and (ii) the higher of (A) the participant's average
annual bonus for the most recent three years or (B) his or her target bonus
for the year of separation;

(b) a lump sum payout of long-term performance awards for the long-term
performance cycles then in progress, with the amount of the award based on
the higher of target or actual performance (the award is initially paid at
target, and if actual performance at the end of the cycle is higher, is
supplemented by an amount equal to the difference between the award
associated with such performance and target);

(c) 100% vesting of outstanding options, with the remainder of the
option term to exercise them; provided that, if any stock option plan under
which any such option has been issued does not permit such option to become
vested and exercisable upon occurrence of a CIC and to remain outstanding
for the remainder of the option term, for each share of Common Stock of the
Company subject to any such option, whether or not such option is then
exercisable, in exchange for the cancellation of the option, the
participant receives a payment equal to the difference between the exercise
price of such option share and a price equal to the highest of (i) the
market price of Common Stock on the New York Stock Exchange ("NYSE") at the
close of business on the effective day of employment termination, (b) the
price of Common Stock contained in any published tender offer made within
one year before or one year after the date of the CIC, (c) the price of
Common Stock contained in any merger or acquisition agreement entered into
by the Company and any third party within one year before or one year after
the date of the CIC, or (d) the closing market price of Common Stock on the
NYSE on the date of the CIC;

(d) credit for an additional three years of service and age for pension
calculation purposes; and

(e) continuation of medical and dental coverage for the lesser of three
years or until the participant obtains new employment providing similar
benefits.

Notwithstanding the foregoing, Mr. Goldstein's participation in the ESP is
subject to the enhancements described in clause (j) of the description of his
MOU at page 10 above.

If following a CIC a Tier I participant in the ESP becomes entitled to
payments that are or would be subject to the tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), or any similar tax
that may be imposed (the "Excise Taxes"), the Company will pay to that Tier I
participant an additional amount (a "Gross-Up Payment") such that, after the
payment by the Employee of all taxes (including without limitation all income
and employment tax and Excise Tax and treating as a tax the lost tax benefit
resulting from the disallowance of any deduction of the Employee by virtue of
the inclusion of the Gross-Up Payment in the Employee's adjusted gross
income), and interest and penalties with respect to such taxes, imposed on the
Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal
to the Excise Taxes imposed on the Severance Payments.

Under the ESP (a) a CIC is deemed to have occurred if:

(i) any "person," as that term is used in Sections 13(d) and 14(d) of
the Exchange Act, acquires voting securities of the Company and immediately
thereafter 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;

(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 contest, 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 of the
Board;

(iii) immediately after a merger, consolidation, recapitalization, or
reorganization of the Company, either (A) individuals who immediately prior
to consummation of such an event constituted 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 event 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 a transaction resulting in the sale or
disposition by the Company of all or substantially all of the Company's
assets (or any transaction having a similar effect) is consummated;

and (b) "good reason" means the occurrence of any of the following events,
unless the executive has consented in writing to such event:

(i) a reduction by the Company in the executive's base salary as in
effect immediately prior to the CIC;

(ii) (a) the failure by the Company to continue in effect any
compensation or employee benefit plan in which the executive was a
participant prior to the CIC, unless the plan (x) is replaced by a
successor plan providing to the executive substantially similar
compensation and benefits or (y) terminates as a result of the normal
expiration of the plan in accordance with its terms, as in effect
immediately prior to the CIC, or (b) the taking of any other action, or the
failure to act, by the Company which would materially adversely affect the
executive's continued participation in any such plan as compared to the
terms of such participation on the date of the CIC;

(iii) effecting a change in the position of the executive that does not
represent a position commensurate in level, authority and responsibilities
with or a promotion from the executive's position with the Company
immediately prior to the date of the CIC, or assigning to the executive
responsibilities that are materially inconsistent with such prior position;
or

(iv) the Company's requiring the executive to be based anywhere more
than 45 miles from the location of the executive's office immediately prior
to the CIC;

in each case after notice in writing from the executive to the Company and a
period of 30 days after such notice during which the Company fails to correct
such conduct.

Pension Plans

Of the executive officers named in the Summary Compensation Table, Messrs.
Goldstein, Corbett, Block and Wetmore are participants in the Company's
Pension Plan, a defined benefit plan, under which the Company makes periodic
payments computed on an actuarial basis providing for fixed benefits for
members in the event of retirement at age 65 (normal retirement date
contemplated by the Plan). Benefits under the Pension Plan are calculated with
respect to a five-year average of participating employees' covered
compensation (base salary or

wage plus cash bonus), subject to an offset for amounts received as Social
Security benefits for service after November 30, 1979. The table below
indicates, for purposes of illustration, the approximate amounts of annual
retirement income (subject to the above Social Security offset and without
taking into account any limitations under the Code) that would have been
payable upon retirement at December 1, 2000 on a straight life basis under
various assumptions as to salary and years of service to employees in higher
salary classifications who participate in the Pension Plan. Messrs. Goldstein,
Corbett, Block and Wetmore have less than a year, 18, 8 and 9 years of
service, respectively, under the Pension Plan. To the extent that the amounts
of annual retirement income exceed the maximum benefit limitations, including
limitations under Section 415 of the Code, such amounts are payable in the
same form and manner under the Company's unfunded Supplemental Retirement Plan
adopted on October 29, 1986, effective January 1, 1987. Mr. Goldstein, in
addition to being a participant in the Company's Pension Plan, has a separate
unfunded arrangement under the MOU providing for pension benefits which are
not presently calculable. See "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements" at page 9. Mr. Lobbosco, who is
not a United States citizen, has significant amounts of service with foreign
subsidiaries of the Company not covered by the Company's Pension Plan, as a
result of which he participates in separate unfunded arrangements providing
pension benefits. Under the arrangement applicable to Mr. Lobbosco, he will
receive a pension benefit in accordance with the 1999 Contract. See
"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements" at page 9. As of December 31, 2000, at age 65 Mr. Lobbosco is
entitled to an annual benefit under the 1999 Contract of $239,500. No other
named executive officer participates in this arrangement. Mr. Furlaud is not a
participant in any pension plan of the Company.

Estimated annual pension for specified years of service
Average -----------------------------------------------------------------------
Compensation 5 10 15 20 25 30 35 40
------------ - -- -- -- -- -- -- --

$ 400,000 $ 34,884 $ 69,768 $104,652 $139,536 $162,929 $183,449 $203,969 $224,489
500,000 43,605 87,210 130,815 174,420 203,661 229,311 254,961 280,611
600,000 52,326 104,652 156,978 209,304 244,393 275,173 305,953 336,733
700,000 61,047 122,094 183,141 244,188 285,125 321,035 356,945 392,855
800,000 69,768 139,536 209,304 279,072 325,858 366,898 407,938 448,978
900,000 78,489 156,978 235,467 313,956 366,590 412,760 458,930 505,100
1,000,000 87,210 174,420 261,630 348,840 407,322 458,622 509,922 561,222
1,100,000 95,931 191,862 287,793 383,724 448,054 504,484 560,914 617,344
1,200,000 104,652 209,304 313,956 418,608 488,786 550,346 611,906 673,466
1,300,000 113,373 226,746 340,119 453,492 529,519 596,209 662,899 729,589
1,400,000 122,094 244,188 366,282 488,376 570,251 642,071 713,891 785,711
1,500,000 130,815 261,630 392,445 523,260 610,983 687,933 764,883 841,833
1,600,000 139,536 279,072 418,608 558,144 651,715 733,795 815,875 897,955
1,700,000 148,257 296,514 444,771 593,028 692,447 779,657 866,867 954,077

REPORT OF THE AUDIT COMMITTEE*

The Audit Committee of the Board assists the Board in fulfilling its
responsibility for monitoring the integrity of the accounting, auditing and
financial reporting practices of the Company. It oversees the Company's
financial operations and the Company's relationship with its independent
accountants. The Audit Committee is composed of three directors, all of whom
are "independent" under rules recently adopted by the New York Stock Exchange.
The Audit Committee, which met five times in 2000, operates under a written
charter adopted by the Board. The full text of the charter is set forth in
Exhibit A attached hereto.

In addition, for each fiscal year, the Audit Committee recommends for
approval by the Board the appointment of independent accountants to audit the
financial statements of the Company and its subsidiaries. In fulfilling its
oversight responsibilities, the Audit Committee reviews and discusses with
management and its independent accountants the audited financial statements in
the Company's Annual Report on Form 10-K. The Audit Committee also meets prior
to the filing of the Quarterly Report on Form 10-Q and discusses the interim
financial information in that report with the Company's independent
accountants, and with the Company's chief financial officer and controller,
for each quarter the report is required to be filed.

The Audit Committee meets periodically with the Company's independent
accountants, with and without management present, to discuss the results of
their audits, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. For 2000 these
discussions also included the matters required by generally accepted auditing
standards, including those described in Statement of Auditing Standards No.
61, as amended.

For 2000 the Audit Committee reviewed with the independent accountants, who
are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality and the acceptability of the Company's financial
reporting and such other matters as are required to be discussed with the
Audit Committee under generally accepted auditing standards. The Audit
Committee also discussed with the Company's independent accountants the
overall scope and plans for their respective audits as well as the
identification of audit risks. In addition, the Audit Committee received from
the Company's independent accountants written disclosures and the letter
regarding its independence as required by Independence Standards Board
Standard No. 1, describing all relationships between the independent
accountants and the Company that might bear on the accountants' independence,
and discussed this information with its independent accountants.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the
--------
* This report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 (the "1933 Act")
or under the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.

Year Ended December 31, 2000 for filing with the Securities and Exchange
Commission. The Audit Committee also evaluated and recommended to the Board
the reappointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for 2001.

Audit Committee

Peter A. Georgescu
Chairman
Margaret H. Adame
William D. Van Dyke, III

REPORT OF THE
STOCK OPTION AND COMPENSATION COMMITTEE*

The Stock Option and Compensation Committee of the Board (the "SOCC") (all
of the members of which are "outside directors" as that term is defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"))
is responsible for recommending to the Board and administering on behalf of
the Board the policies that govern the compensation paid to the Company's
executive officers, including the Chief Executive Officer.

In 2000, with respect to the executive officers, the SOCC recommended for
approval by the Board (a) annual salaries (other than that of the chief
executive officer, which was the subject of a Memorandum of Understanding (the
"MOU") (see "Employment Contracts and Termination of Employment and Change-in-
Control Arrangements" at page 9), (b) annual incentive awards under the
Company's Management Incentive Compensation Plan ("MICP"), and (c) grants of
stock options under the Company's 2000 Stock Award and Incentive Plan (the
"SAIP") and the Company's 1997 Employee Stock Option Plan (the "1997 SOP").

Compensation Policy for 2000 and Prior Years

The Company's executive compensation policy for 2000 and prior years was
based on several criteria including, but not limited to, the Company's annual
corporate, divisional and regional budgets and other Company goals and
objectives, and including for 2000 the acquisition of Bush Boake Allen Inc.
("BBA") and the reorganization of the Company undertaken in the fourth
quarter; the performance of the Company and the executive officers against
those budgets and other goals and objectives; and the competitive realities
relating to the compensation required to secure the services and motivational
commitment of the executive. In this regard, the SOCC also took into
consideration the compensation levels and programs of those companies with
which the Company competes for executive talent, whether within or outside the
Company's line of business. In establishing executive compensation for 2000,
the SOCC did not make an analysis of the compensation practices

--------
* This report of the Stock Option and Compensation Committee shall not be
deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the 1933 Act or the
Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be
deemed filed under either of such Acts.

of any specific company or companies (which include non-public companies with
which the Company competes for executives); however, the SOCC was generally
familiar with such compensation practices and believes that the compensation
paid in and in respect of 2000 to the Company's executive officers was fair
and appropriate under the circumstances.

Compensation Policy for 2001 and Subsequent Years

For 2001 and subsequent years, the SOCC recommended to the Board and the
Board adopted and approved a new comprehensive Executive Compensation Program
covering the Company's executive officers and other key executives (the
"Program"). The Program consists of a Salary Plan, an Annual Incentive Plan
("AIP"), a Long-Term Incentive Plan ("LTIP"), a stock option program, a
perquisites program and the Executive Separation Policy (the "ESP"). In
addition, the Board has approved, and the Company will introduce in the second
quarter of 2001, a comprehensive Deferred Compensation Plan. The AIP, LTIP and
stock option program are part of and are administered under the SAIP. Before
the introduction of the Program, with the assistance of experienced
independent compensation consultants, the Program was extensively benchmarked
against external marketplace data, and all positions, including those of the
Company's executive officers, were internally evaluated as determined by their
scope of responsibilities within the Company. The external survey data will be
reviewed and updated annually, and the internal valuation of positions will be
reviewed and updated periodically.

Under the Salary Plan, the SOCC and the Board reviews salaries of executive
officers periodically. The timing and amount of salary increases are based on
the executive officer's ongoing performance.

Under the AIP, each executive officer has an annual incentive award target
based on the achievement of specific quantitative Company-wide performance
goals, which are determined at the beginning of each year by the Board, on the
recommendation of the SOCC. For 2001, these objectives relate to sales growth
and improvements in gross margin and operating cash flows. Each executive
officer has a range of potential awards, both above and below target, which
are specified at the beginning of each year. The amount paid at the end of the
year depends on the extent to which the Company achieves the performance
goals. Failure to meet a threshold performance level results in no AIP award
for that year.

Under the LTIP, for each three-year performance cycle each executive
officer has an award target based on the achievement of specific quantitative
Company-wide performance goals, which are determined at the beginning of each
performance cycle by the Board, on the recommendation of the SOCC. For the
2001-2003 cycle, these objectives relate to improvements in earnings per share
and return on net tangible assets. As with the AIP, for each award cycle each
executive officer has a range of potential awards, both above and below
target, which are specified at the beginning of the cycle. The amount paid at
the end of the cycle depends on the extent to which the Company achieves the
performance goals. Failure to meet a threshold performance level results in no
LTIP award for that cycle.

Under the Stock Option Program, each executive officer has an annual target
award and a range of awards, both above and below target. The size of an
executive officer's actual award is based on the scope of his or her position,
individual performance, and ability to drive enhanced long-term shareholder
value. The SOCC sets the terms of stock options, including vesting, any
performance requirements and the expiration date (which can be up to but not
in excess of ten years after the grant date).

Under the perquisites program, each executive officer receives a package of
perquisites that includes a Company-provided automobile, annual physical
examination, health club membership, the right to travel via first or business
class for business purposes and annual financial and tax counseling and estate
planning assistance.

The Company's general policy has been, and will continue to be, to
structure executive compensation to be deductible under Section 162(m) of the
Code. The Company also believes, however, that under some circumstances, such
as to attract or retain key executives or to recognize outstanding
performance, it may be in the best interests of the Company and its
shareholders to pay executive compensation in excess of that which may be
deductible.

2000 Compensation of Executive Officers

The three basic components of the Company's executive officer compensation
in 2000 were annual salaries, stock options and annual incentive compensation.

Salaries

For 2000, the annual salaries of the executive officers other than Mr.
Furlaud and Mr. Goldstein were recommended by the SOCC and approved by the
Board in December 1999. In making its recommendations, the SOCC relied on
information provided by the previous Chief Executive Officer prior to his
retirement on December 14, 1999, and on information from the Vice President,
Human Resources and other executive officers (except that no executive officer
made a recommendation with respect to his own salary). Recommendations were
based on firsthand knowledge of the contribution of each executive officer to
the Company and to his respective area of concentration. The SOCC also
considered financial and other data reflecting the performance and
contribution to the Company's overall performance of each executive's areas of
responsibility; however, there was no precise test or formula by which the
recommended salary for 2000 was related to performance. The SOCC concluded,
and the Board agreed, that the Company's interests were best served by a
flexible policy that allowed the SOCC and the Board to fix 2000 annual
salaries after considering the factors described above and after evaluating
such factors under the circumstances as they then existed.

With respect to the salary for 2000 of the Chief Executive Officer, in
December 1999 Mr. Richard M. Furlaud, who was until then a non-employee
director of the Company, was elected Chairman of the Board and Chief Executive
Officer, to serve until the selection of a new Chairman and Chief Executive
Officer pursuant to a search then being conducted by the Board. Mr. Furlaud
served as Chairman and Chief Executive Officer until June 1, 2000 without any
compensation other than the grant of two stock options, in February and May
2000. See "Summary Compensation" at page 5 and "Directors' Compensation" at
page 8. The 2000 salary for Mr. Goldstein, who became Chairman and Chief
Executive Officer on June 1, 2000, was part of the compensation package
approved by the Board and reflected in his MOU. See "Employment Agreements and
Termination of Employment and Change-in-Control Arrangements" at page 9.

Stock Options

Stock options have long been the principal form of long-term compensation
awarded by the Company to its executive officers, and generally have been
effective in motivating executive officers to create and enhance

shareholder value, since they return no monetary value to the recipient unless
shareholders as a whole also benefit through an increase in the price of the
Company's Common Stock. In February 2000, each of the then executive officers
received a grant of stock options under the 1997 SOP. See "Option Grants in
2000" at page 6. The SOCC made such grants, and determined the timing, pricing
and number of shares covered by each executive officer's option, after
considering the recommendations of the Chief Executive Officer, applying the
above criteria and taking into consideration the Company's circumstances at
the time. The February and May 2000 grants to Mr. Furlaud were considered
separately by the SOCC, which noted that Mr. Furlaud was serving as Chairman
and Chief Executive Officer without any other compensation and recognized the
importance of his responsibilities during a critical period for the Company
and the high level of commitment and experience that Mr. Furlaud brought to
his assignment. The grants to Mr. Furlaud were designed to allow him to
participate with all other shareholders in the future growth of the Company.
The June 1, 2000 stock option grants to Mr. Goldstein were part of the
compensation package approved by the Board and reflected in his MOU. See
"Employment Agreements and Termination of Employment and Change-in-Control
Arrangements" at page 9.

In October 2000 the Company announced a major reorganization to drive long-
term growth and create and enhance shareholder value. In early November the
Company consummated its acquisition of BBA. The SOCC concluded that executive
officers of the Company, as well as certain former executives of BBA and other
executives of the Company, all of whom are leading or are key to the
integration of BBA and the reorganization, should have both incentives and
interests that are closely aligned with the Company's shareholders as a whole,
both for the short-term and the long-term. The SOCC also noted that because of
the decline in the price of the Company's Common Stock, virtually all
outstanding options held by such executive officers and other Company
executives were "under water" and were not then able to provide the incentive
to executives that they were originally intended to provide. Accordingly, in
order to provide incentives to such executive officers of the Company, other
Company executives and certain former BBA executives to achieve the objectives
of the BBA integration and the reorganization, to retain and reward them for
the restoration and creation of shareholder value, and to achieve internal
equity, thereby aligning the interests of executives of both the Company and
BBA, irrespective of their company of origin, and allowing them to move
forward with common objectives, in November 2000 the SOCC granted options to
(a) all of the Company's executive officers including Mr. Goldstein, in
recognition of the contributions that he is making to the BBA integration and
the reorganization, but excluding Robert G. Corbett, former President of the
Flavor Division, whose employment with the Company would terminate as of
January 1, 2001 (see "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements at page 9), and (b) such other Company
executives and such former BBA executives. See "Option Grants in 2000" at page
6. The awards for each of the Company's executive officers and other
executives were for the same number of shares as each such executive officer
and other executive had in outstanding option shares (whether or not vested)
immediately preceding the November 2000 awards. The number of shares awarded
to the former BBA executives was determined in consultation with experienced
independent compensation consultants.

Incentive Compensation

For 2000, all of the Company's executive officers participated in the MICP.
Under the MICP as amended in 1995, the incentive compensation of such
executive officers and other executives selected by the SOCC for participation
for each year is paid from an incentive fund for such year, the existence and
amount of which is

subject to a performance goal, specified in the MICP, equal to 10% of the
amount by which the pretax consolidated earnings of the Company for such year
exceed the sum of 20% of net capital (defined as the average of the amounts of
the Company's consolidated capital and surplus at the beginning and end of
such year) for such year, provided that the fund may not exceed for any year
10% of the amount of cash dividends paid by the Company in such year. No award
to any participant may exceed the lesser of 15% of the incentive fund or 100%
of his or her annual base salary. The SOCC may exercise negative discretion to
reduce the maximum award to any participant. Under regulations adopted by the
SOCC pursuant to the MICP for 2000, awards are payable in cash either
currently in a lump sum or in installments that may be deferred in various
ways. Under the MICP the SOCC, following the criteria set forth above, and
after the year-end results were released and the size of the incentive fund
was certified by the Company's independent accountants, determined and
certified that the MICP's performance goal had been met. The SOCC then
recommended to the Board that a portion of the available incentive fund be
allocated to the participants and recommended the specific award to be granted
to each participant, such awards to be paid as participants had previously
requested and the SOCC had authorized. In so allocating the incentive fund to
executive officers other than Mr. Goldstein, the Committee relied on
information provided by Mr. Goldstein, based on his firsthand knowledge of the
contribution of each executive officer to the Company and to his respective
area of concentration. The SOCC also considered financial and other data
reflecting the performance and contribution to the Company's overall
performance of each executive's areas of responsibility; however, the SOCC did
not use a precise test or formula in determining whether to reduce the maximum
award to any executive officer. The MICP award to Mr. Goldstein was part of
the compensation package approved by the Board and reflected in his MOU. See
"Employment Agreements and Termination of Employment and Change-in-Control
Arrangements" at page 9.

Mr. Goldstein's 2000 Compensation

Mr. Goldstein's compensation for 2000 (other than the option granted in
November 2000 and discussed above) was governed by the MOU. See "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements" at
page 9. The MOU was negotiated prior to his employment between representatives
of the Board, acting on behalf of the Company, and Mr. Goldstein and was then
recommended for approval by the SOCC and approved by the Board. The SOCC and
the Board, with the advice of experienced independent compensation
consultants, determined that the terms of the MOU were fair and reasonable and
within the range of compensation for chief executive officers of companies
comparable to the Company.

In summary, the Company has an appropriate and competitive compensation
policy, which has been significantly strengthened by the Program, and which is
designed to attract and retain qualified executive officers and motivate them
to create and enhance shareholder value. The Company's compensation policy
soundly balances base salary, annual (and for 2001 and future years long-term)
cash incentives, as well as stock options.

William D. Van Dyke, III
Chairman
Richard M. Furlaud
Peter A. Georgescu
Henry P. van Ameringen

Performance Graph*

The graph below compares the total shareholder return on the Company's
Common Stock to the cumulative total return for the Standard & Poor's 500
Index, a broad market index, and two peer groups. For the reasons described
below, the performance of the Company's Common Stock is being compared to a
different peer group this year ("New Peer Group") from the peer group used in
the 2000 and prior years' proxy statements ("Former Peer Group"). The graph
includes data for the New Peer Group as well as for the Former Peer Group. The
performances of both peer groups are weighted based on market capitalization.

The companies in the New Peer Group are Alberto-Culver Company, Avon
Products, Inc., Campbell Soup Company, Church & Dwight Co., Inc., The Clorox
Company, The Coca-Cola Company, Colgate-Palmolive Company, Conagra Foods,
Inc., The Dial Corporation, The Estee Lauder Companies Inc., General Mills,
Inc., The Gillette Company, H.J. Heinz Company, Hershey Foods Corporation,
Hormel Foods Corporation, Kellogg Company, McCormick & Company, Incorporated,
McDonald's Corporation, Nestle S.A., PepsiCo, Inc., The Procter & Gamble
Company, Revlon, Inc., Sara Lee Corporation, Sensient Technologies Corp.,
Tricon Global Restaurants, Inc., Unilever N.V. and Wm. Wrigley Jr. Company.

The companies in the Former Peer Group are Alberto-Culver Company, Avon
Products, Inc., Block Drug Co., Inc., Church & Dwight Co., Inc., Ecolab Inc.,
Ethyl Corp., W.R. Grace & Co., Hershey Foods Corporation, McCormick & Company,
Incorporated, NCH Corp., Nalco Chemical Company, The Quaker Oats Company,
Ralston Purina Company, and Wm. Wrigley Jr. Company. For the year ended
December 31, 1996, Tambrands was included in the Former Peer Group, but was
omitted for the years ended December 31, 1997 and after, since, in light of
its acquisition by the Procter & Gamble Company, it is no longer a separate
reporting entity. For the years ended December 31, 1998 and earlier, Morton
International, Inc. and Nalco Chemical Company were included in the Former
Peer Group, but were omitted for the years ended December 31, 1999 and
December 31, 2000 since, in light of their acquisitions by Rohm and Haas
Company and Suez Lyonnaise des Eaux, respectively, they are no longer separate
reporting entities.

There are no companies that are publicly traded in the United States whose
operations closely resemble those of the Company. The companies in the New
Peer Group were selected because they comprise a broad group of publicly held
corporations that either have at least some operations similar to those of the
Company or are significant customers of the Company.

The Company concluded that the performance of a number of members of the
Former Peer Group (Block Drug Co., Inc., Ecolab Inc., Ethyl Corp. and NCH
Corp.) was no longer representative of the performance of the Company.
Moreover, over the years, a number of the companies in the Former Peer Group
were acquired by other companies (in addition to those listed above, Helene
Curtis Industries, Inc., which had been an original member of the Former Peer
Group and whose performance was included for the year ended December 31, 1995,
was acquired during 1996 by Unilever United States, Inc. and for 1996 and
subsequent years was no longer a separate reporting entity). Finally, since
December 31, 2000, it has been announced that PepsiCo, Inc. will acquire The
Quaker Oats Company and that Nestle S.A. will acquire Ralston Purina Company,
as a result of which Quaker Oats and Ralston Purina will no longer be separate
reporting entities. As a result of the foregoing, the Company concluded that
it was appropriate to designate a new and more representative peer group.
--------
* This Comparison of Five Year Cumulative Total Return shall not be deemed
incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the 1933 Act or under
the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be
deemed filed under such Acts.

[LINE GRAPH]

International Flavors & Fragrances Inc.
Total Cumulative Shareholder Return for
Five-Year Period Ending December 31, 2000(1)

IFF S&P 500 New Peer Group Former Peer Group
--- ------- -------------- -----------------
1995 100.00 100 100 100
1996 96.59 122.95 124.15 121.86
1997 114.06 163.96 169.24 159.22
1998 101.46 210.81 194.36 173.24
1999 89.72 255.16 181.58 157.13
2000 51.14 231.93 185.35 205.38

--------
(1) Total return assumes that the value of an investment in the Company's
common stock and each index was $100 on December 31, 1995, and that all
dividends were reinvested.

Compensation Committee Interlocks and Insider Participation

The SOCC consists of Messrs. Furlaud, Georgescu, van Ameringen and Van
Dyke. Mr. Van Dyke is Senior Vice President of Salomon Smith Barney Inc.,
which has received commissions for brokerage services performed in connection
with securities transactions on behalf of the Company and its retirement plans
which amounted to $204,234 in 2000.

Stock Ownership

The following is a tabulation as of December 31, 2000 of those shareholders
of the Company who own beneficially in excess of 5% of the Company's Common
Stock determined in accordance with Rule 13d-3 under the Exchange Act.

Number of Shares and Nature of
Beneficial Ownership
-------------------------------------------
Sole Shared
Voting and Shared Voting and Percent
Title of Name and Address of Beneficial Investment Investment Investment of
Class Owner Power Power Power Class
-------- ------------------------------ ---------- ---------- ---------- -------

Common Stock George Rowe, Jr. 20,500 0 7,101,124(1) 7.3%
One Rockefeller Plaza
New York, NY 10020

Common Stock State Farm Mutual Automobile 7,028,200 29,967 2,628 7.2%
Insurance Company
and related entities
One State Farm Plaza
Bloomington, IL 61701

Common Stock Henry P. van Ameringen 2,570,011 0 5,483,694(1) 8.3%
509 Madison Avenue
New York, NY 10022

Common Stock Trust, c/o J.P. Morgan 0 0 5,442,762(2) 5.6%
Florida, FSB
109 Royal Palm Way
Palm Beach, FL 33480

Common Stock OppenheimerFunds, Inc. 0 6,492,400 0 6.7%
Two World Trade Center
34th Floor
New York, NY 10048

--------
(1) See Note 4 on page 4. In addition, Mr. Rowe is an officer of two other
charitable foundations which own an aggregate of 1,267,614 shares. Mr.
Rowe is a director of each of those two foundations. Mr. Rowe is an
executor of an estate holding 163,885 shares and is also a trustee of nine
trusts holding an aggregate of 181,931 shares. Mr. Rowe is also a trustee
of a charitable foundation holding 1,500 shares and is one of three
trustees of another trust holding 4,000 shares.
(2) Held of record by CEDE & Co. as nominee for a trust of which Mr. and Mrs.
William D. Van Dyke, III and J. P. Morgan Florida, FSB are co-trustees,
who should be considered the beneficial owners of such

shares with shared voting and investment power. Mrs. Van Dyke is also
beneficial owner of 129,426 shares in which she has sole voting and
investment power and 1,830,774 shares over which she has shared voting and
investment power. See footnote 5 at page 4 for additional shares
beneficially owned by Mr. Van Dyke. J. P. Morgan Chase & Co. and related
entities also beneficially own 352,271 shares over which they have sole
voting power and 987,954 shares over which they have sole investment power,
and 18,000 shares over which they have shared voting power and 19,284
shares over which they have shared investment power.

As of December 31, 2000 the executive officers and directors of the Company
(18 persons) and Messrs. Furlaud, Corbett and Block beneficially owned in the
aggregate shares of the Company's Common Stock as set forth below:

Amount of Percent
Title of Beneficial of
Class Name Ownership(1)(2) Class
-------- ---- --------------- -------

Common Stock All directors and officers as a group... 17,935,563 18.4%
Common Stock R.M. Furlaud............................ 217,250 (3)
Common Stock R.G. Corbett............................ 46,085 (3)
Common Stock S. A. Block............................. 61,432 (3)

--------
(1) Includes 942,087 shares of Common Stock which the directors and officers
of the Company have (or will have as of 60 days after such date) the right
to acquire under stock options granted by the Company.
(2) Adjusted to eliminate duplicate holdings of the same shares by two or more
officers and directors. Except for the shares included in footnotes 4 and
5 at page 4, the remaining shares listed as beneficially owned by all
directors and officers in the aggregate are subject to the sole voting and
investment power of the individual directors or officers whose shares are
included in such number.
(3) Less than 1%.

Shareholder Proposals

Any shareholder proposal intended to be presented at the next Annual
Meeting of Shareholders must be received by the Company for inclusion in the
Company's Proxy Statement and form of proxy with respect to that meeting by
November 29, 2001.

The By-laws of the Company provide that in order for a shareholder to
propose director nominations or to transact business at an annual meeting of
shareholders, the shareholder must give written notice to the Secretary of the
Company not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders. The notice
must contain specified information about each nominee or the proposed business
and the shareholder making the nomination or proposal. If the annual meeting
is called for a date that is not within 30 days before or after such
anniversary date, the notice given by the shareholder must be received not
later than the close of business on the tenth day following the day on which
the notice of the date of such annual meeting was mailed or public disclosure
of the date of such annual meeting was made, whichever first occurs.

Additional Information

The Company paid to Fulton, Rowe, Hart & Coon, of which Mr. Rowe, a
director of the Company, is a member, $264,200 for legal services in 2000.

The Company has selected PricewaterhouseCoopers LLP to be its principal
independent accountants for 2001. Representatives of PricewaterhouseCoopers
LLP are expected to be present at the Annual Meeting of Shareholders with the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

Audit Fees

The aggregate fees of PricewaterhouseCoopers LLP billed for professional
services rendered for the audit of the Company's annual financial statements
for the year ended December 31, 2000 and the reviews of the financial
statements included in the Company's Forms 10-Q for the year 2000 were
$1,272,000.

Financial Information Systems Design and Implementation Fees

There were no fees billed for professional services described in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by PricewaterhouseCoopers
LLP, the Company's principal independent accountant, for the fiscal year ended
December 31, 2000.

All Other Fees

The aggregate fees billed for services rendered by PricewaterhouseCoopers
LLP, other than the services covered in the two preceding paragraphs for the
fiscal year December 31, 2000 were $2,731,000. The Audit Committee has
considered and found the provision of the services covered in the two
preceding paragraphs compatible with maintaining PricewaterhouseCoopers LLP's
independence.

Section 16(a) Beneficial Ownership Reporting Compliance

In 2000, Mr. Goldstein, Chairman and Chief Executive Officer, Mr. Martinez,
a Director, and Julian W. Boyden, Executive Vice President of the Company,
each did not file on a timely basis one report required by Section 16 of the
Exchange Act following their appointments as directors in the case of Messrs.
Goldstein and Martinez, and as an officer, in the case of Mr. Boyden.

PROPOSED IFF GLOBAL EMPLOYEE STOCK PURCHASE PLAN

The Board, on November 14, 2000, approved the IFF Global Employee Stock
Purchase Plan (the "GESPP") subject to shareholder approval, and has
determined that it is in the best interests of the Company to adopt the GESPP,
under which employees of the Company throughout the world will be able to
purchase the Company's Common Stock at a discount to market. The Company
believes that stock ownership provides a strong incentive for employees to
help maximize shareholder value and to share in the growth of the Company.
Subject to shareholder approval, the GESPP was implemented in the United
States, The Netherlands, the United

Kingdom and Ireland on January 1, 2001 and will be introduced in stages in the
rest of the world during the remainder of the year.

Vote Required for Approval. Approval of the GESPP will require the
affirmative vote of the holders of a majority of the votes cast at the 2001
Annual Meeting by the holders of shares entitled to vote at the Meeting.

The Board considers the GESPP to be in the best interests of the Company
and its shareholders and recommends that the shareholders vote in favor of the
following resolution which will be presented to the meeting:

"RESOLVED, that the International Flavors & Fragrances Inc. Global
Employee Stock Purchase Plan, in the form presented to this meeting,
be, and it hereby is, approved."

Description of the GESPP

The principal features of the GESPP are summarized below. The summary is
qualified in its entirety by the full text of the GESPP, which is set forth as
Exhibit B to this Proxy Statement.

General. The purpose of the GESPP is to provide an opportunity for
employees of the Company and its subsidiaries to purchase shares of Common
Stock of the Company and thereby to have the opportunity to share in the
growth of the Company. The purchase of shares will occur through annual
offerings financed by participating employee payroll deductions.

The total number of shares which may be issued and sold under the GESPP is
5,000,000 shares of Common Stock, subject to proportionate adjustment in the
event of a stock split, stock dividend, combination or recapitalization of
shares. The proceeds from the sale of stock under the GESPP will be added to
the general funds of the Company and will be used for such corporate purposes
as the Board may determine.

Administration. The GESPP will be administered by the SOCC. The SOCC will
have the power to promulgate any rules and regulations which it deems
necessary for the proper administration of the GESPP, to interpret the
provisions and supervise the administration of the GESPP, to make factual
determinations relevant to GESPP entitlements and to take all action in
connection with administration of the GESPP as it deems necessary or
advisable.

Eligibility of Employees. All employees of the Company and any subsidiary
designated by the SOCC who are employed on the first business day of each
period in which purchases of Common Stock may occur for at least twenty (20)
hours per week and more than five (5) months in a calendar year are eligible
to participate in the GESPP. However, the SOCC may (a) permit part-time
employees to participate and (b) impose an eligibility period of up to two
years' employment with the Company or any designated subsidiary. As of January
1, 2001, the number of employees who were eligible to participate in the GESPP
was approximately 2,500, including eight executive officers.

No employee will be eligible to participate in the GESPP during a "Purchase
Period", as defined in the GESPP (generally a calendar year, except with
respect to 2001, during which the GESPP is being introduced in stages, and for
which the Purchase Period for any employee will be the portion of calendar
year 2001 between the date on which the GESPP is introduced in such employee's
country of employment and December 31, 2001), if the employee owns shares
which, when added to the maximum number of shares the employee may purchase
under the GESPP and any outstanding stock options, would exceed 5% of the
voting power or value of the Company's outstanding Common Stock.

Purchase Periods and Payroll Deductions. The GESPP provides for annual
Purchase Periods for the purchase of Common Stock. The first Purchase Period
under the GESPP began on January 1, 2001. The SOCC has discretion to change
the number or duration of the Purchase Periods, but no Purchase Period may be
longer than 27 months, and no Common Stock may be issued under the GESPP after
February 28, 2006 or the earlier termination of the GESPP.

An employee may authorize a payroll deduction in whole percentages not to
exceed 10% of the employee's basic rate of compensation or such other
percentage as specified by the SOCC. An employee's payroll deductions will be
credited to a stock purchase account to be used at the end of the Purchase
Period for the purchase of Common Stock. Unless otherwise elected by the
employee in accordance with the GESPP, an employee who is a participant in the
GESPP at the end of the Purchase Period will automatically be enrolled for the
succeeding Purchase Period at the same level of payroll deductions. No
interest will be credited on payroll deductions except where required by the
GESPP or by local law as determined by the SOCC. Subject to limitations and
requirements that may be prescribed by the SOCC, an employee may decrease or
discontinue his or her rate of payroll deductions at any time during a
Purchase Period but may increase such rate, up to the limit set by the GESPP,
only at the beginning of a Purchase Period. If an employee discontinues
payroll deductions, future payroll deductions are terminated, but accumulated
payroll deductions remain in the GESPP for the purchase of Common Stock at the
end of the Purchase Period unless the employee elects to withdraw his or her
accumulated contributions.

Purchase of Common Stock. Unless otherwise determined by the SOCC, the
purchase price of shares of Common Stock purchased under the GESPP will be 85%
of the fair market value of the Common Stock as of the first business day of
the Purchase Period. Fair market value for this purpose generally will be the
closing price per share of the Common Stock as reported in the New York Stock
Exchange Composite Transactions for the day on which fair market value is to
be determined. On January 2, 2001, the first trading date of the 2001 twelve-
month Purchase Period, the closing price of a share of the Company's Common
Stock was $20.25.

Subject to the terms of the GESPP, on the last business day of the Purchase
Period, the balance in each participating employee's stock purchase account
automatically will be used to purchase a number of whole shares of Common
Stock equal to the balance in the account divided by the purchase price. Any
cash remaining in the participant's account will be carried over to the next
Purchase Period. Unless otherwise determined by the SOCC or directed in
writing by a participant, after the end of the Purchase Period, all shares
purchased under the GESPP will be deposited directly to an account established
in the name of the participant with Mellon Investor Services.

No employee's right to purchase Common Stock pursuant to the GESPP may
accrue at a rate that exceeds $25,000 in fair market value of Common Stock per
calendar year.

If the market price of Common Stock on the last trading day of the Purchase
Period is more than 15% below the market price on the first trading day of the
Purchase Period, no shares will be purchased on a participating employee's
behalf for the Purchase Period. In such a situation, the employee's
contributions for that Purchase Period will be refunded to him or her with
simple interest at 4% or such greater or lesser amount as may be determined by
the SOCC. The employee's payroll deductions will automatically continue to be
contributed to the account maintained under the GESPP at the beginning of the
next Purchase Period, unless the employee elects otherwise.

Termination of Employment. Participation in the GESPP will terminate as of
the date of termination of employment of a participating employee, whether by
death, retirement, disability or otherwise. In the event of a participating
employee's termination of employment before the last day of a Purchase Period,
payroll deductions will be terminated, no shares will be purchased for the
employee at the end of the Purchase Period and the balance in the employee's
stock purchase account will be paid without interest (except where required by
local law) as soon as practicable to the employee or, in the event of death,
to the employee's estate.

Amendment and Termination. The Board of Directors may amend the GESPP at
any time in its sole discretion without approval of the shareholders, except
to the extent shareholder approval is required by Rule 16b-3 of the Exchange
Act, applicable NYSE or other stock exchange rules, applicable provisions of
the Code, or other applicable laws or regulations. The Board may terminate or
suspend the GESPP at any time in its sole discretion.

Unless sooner terminated by the Board in its discretion, the GESPP will
terminate on February 28, 2006.

Plan Benefits. Because benefits under the GESPP will depend on employees'
elections to participate and the fair market value of Common Stock at various
future dates, it is not possible to determine the benefits that will be
received by executive officers and other employees if the GESPP is approved by
the shareholders. Non-employee directors are not eligible to participate in
the GESPP.

U.S. Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax
consequences under present law of the purchase of shares of Common Stock under
the GESPP and certain dispositions of shares acquired under the GESPP. This
discussion is based upon interpretations of the Code in effect as of March 1,
2001, and regulations promulgated thereunder as of such date.

For federal income tax purposes, participants in the GESPP are viewed as
having been granted a stock option on the first day of a Purchase Period and
as having exercised the stock option by the automatic purchase of shares under
the GESPP on the last day of the Purchase Period. A participant will not
recognize taxable income either at the time of grant of the option (that is,
the first day of a Purchase Period) or on the date of exercise of the option
(that is, the last day of a Purchase Period). As described below, a
participant will generally recognize taxable income only upon disposition of
Common Stock acquired under the GESPP or upon death.

With limited exceptions including a disposition upon death, if a
participant disposes of shares of Common Stock acquired under the GESPP, by
sale, gift or otherwise, within the later of two years from the first day of
the Purchase Period in which the shares were acquired or within one year from
the last day of such Purchase Period (that is, makes a "disqualifying
disposition"), the participant will recognize ordinary income in the year of
such disqualifying disposition equal to the amount by which the fair market
value of the stock on the last day of such Purchase Period exceeded the
purchase price of the shares. The amount of such ordinary income will be added
to the participant's basis in the shares, and any additional gain or resulting
loss recognized on the disqualifying disposition of the shares after such
basis adjustment will be a capital gain or loss.

With limited exceptions, if the participant disposes of shares of Common
Stock acquired under the GESPP more than two years after the first day of the
Purchase Period during which the shares were acquired and more

than one year after the last day of such Purchase Period, the participant will
recognize ordinary income in the year of such disposition equal to the lesser
of (i) the excess of the fair market value of the shares on the date of
disposition over the purchase price of the shares or (ii) 15% of the fair
market value of the shares on the first day of such Purchase Period. The
amount of such ordinary income will be added to the participant's basis in the
shares, and any additional gain recognized on the disposition of the shares
after such basis adjustment will be a capital gain. If the fair market value
of the shares on the date of disposition is less than the purchase price, no
ordinary income will be recognized, and any loss recognized will be a capital
loss.

If the participant still owns the shares of Common Stock acquired under the
GESPP at the time of the participant's death, regardless of the period for
which the participant has held the shares, the lesser of (i) the excess of the
fair market value of the shares on the date of death over the purchase price
of the shares or (ii) 15% of the fair market value of the shares on the first
day of the Purchase Period during which the shares were acquired will
constitute ordinary income in the year of death.

The Company or one of its subsidiaries generally will be entitled to a
deduction in the year of a disqualifying disposition equal to the amount of
ordinary income recognized by the participant as a result of the disqualifying
disposition. In all other cases, no deduction with respect to options granted
or shares of Common Stock issued under the GESPP is allowed to the Company or
one of its subsidiaries.

The foregoing summary does not discuss the effect of state, local or
foreign taxes.

OTHER MATTERS

As of the date of this Proxy Statement the Board is not aware that any
matters other than those specified above are to be presented for action at the
meeting. If any other matters should come before the meeting, proxies in the
enclosed form will be voted on such matters in accordance with the judgment of
the person or persons voting the proxies, unless otherwise specified. Shares
of Common Stock represented by executed proxies received by the Company will
be counted for purposes of establishing a quorum at the meeting, regardless of
how or whether such shares are voted on any specific proposal. All executed
proxies will be voted in accordance with the instructions contained therein.
In accordance with the Board's recommendations, executed proxies returned by
shareholders will be voted, if no contrary instruction is indicated, FOR the
election of the 10 nominees described herein and FOR the proposal to approve
the IFF Global Employee Stock Purchase Plan. With respect to the required vote
on any particular matter, abstentions and votes withheld by nominee
recordholders will not be treated as votes cast or as shares present or
represented.

The Company will on a request in writing provide without charge to each
person from whom proxies are being solicited for the Company's annual meeting
a copy of the Company's Annual Report on Form 10-K for the Year Ended December
31, 2000, including the financial statements and the schedules thereto,
required to be filed with the Securities and Exchange Commission pursuant to
Rule 13a-1 under the Exchange Act. A request for the Company's Annual Report
on Form 10-K should be made to Stephen A. Block, Secretary, International
Flavors & Fragrances Inc., 521 West 57th Street, New York, N.Y. 10019.

The Board of Directors invites you to attend the meeting in person. If you
are unable to do so, please sign, date and return the enclosed proxy promptly
in the enclosed envelope, so that your shares will be represented at the
meeting.

By Order of the Board of Directors,

Stephen A. Block
Secretary

March 30, 2001

EXHIBIT A

INTERNATIONAL FLAVORS & FRAGRANCES INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. Purpose. The Audit Committee (the "Committee") of the Board of Directors
(the "Board") of International Flavors & Fragrances Inc. (the "Corporation")
assists the Board in fulfilling its oversight responsibilities. The Audit
Committee will consider and review the financial reporting process and related
financial information to be reported to shareholders and others, the
Corporation's internal control environment, the audit, and the Corporation's
procedures for monitoring compliance with laws and regulations and with the
Corporation's Code of Conduct. In performing its duties, the Committee will
maintain effective working relationships with the Board, management and the
Corporation's independent accountant and internal auditors.

II. Membership. The Committee will be comprised of at least three members,
including a Chairperson, all of whom will be selected by, and who will serve
at the pleasure of, the Board. All members of the Committee must be
"independent directors," meaning directors who are independent of management
of the Corporation and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of independent judgment as Committee
members. All members of the Committee must be, or must become within a
reasonable period of time after appointment to the Committee, persons
qualified by experience, education or training in business, finance or
accounting, so that they are able to read, understand and critically review
fundamental business financial statements. At least one member of the
Committee must have accounting or related financial management expertise. In
addition, no person may be a member of the Committee if his or her service on
the Committee would violate any restriction on service imposed by any rule of
the United States Securities and Exchange Commission ("SEC") or any exchange
on which shares of the Common Stock of the Corporation are traded.

III. Meetings. The Committee will meet at least four times each year and
more frequently if circumstances warrant. The Committee may ask members of
management, the Corporation's independent accountant, or others whose advice
and counsel are relevant to the issues then being considered by the Committee,
to attend any meetings and to provide such pertinent information as the
Committee may request. The Committee will keep written minutes of its
meetings.

IV. Committee Responsibilities. The Committee will have the following
responsibilities:

a. To recommend to the Board the independent accountant to be selected
to conduct audits of the Corporation and to assure that the independent
accountant is ultimately accountable to the Committee and the Board; to
review and approve the compensation of the independent accountant; to
evaluate the independent accountant; and, where appropriate, to recommend
to the Board the discharge of the independent accountant.

b. To review and concur in the appointment, replacement, reassignment or
dismissal of the Corporation's director of internal audit in order to
ensure the independence of the internal audit function,

c. To require the independent accountant to submit to the Committee
periodically a formal written statement delineating all relationships
between the independent accountant and the Corporation, including but not
limited to management consulting services provided by the independent
accountant and related fees;

to discuss with the independent accountant all such relationships; and,
based on such written statement and discussions, to review and assess the
independence of the independent accountant and recommend that, where
appropriate, the Board take action in response to the independent
accountant's statement to satisfy itself of the independent accountant's
independence.

d. To consider, in consultation with the independent accountant, the
director of internal audit, and financial management of the Corporation,
the audit scope and plans of the independent accountant and the internal
auditors.

e. To review with the independent accountant and financial management of
the Corporation at the conclusion of the audit:

i. the Corporation's annual financial statements and related
footnotes;

ii. the independent accountant's audit of and report on such
financial statements, including any significant accounting matters and
findings and management's responses to them;

iii. any significant changes in the independent accountant audit
scope or plan from that previously presented to the Committee;

iv. any significant transactions not a normal part of the
Corporation's business and the manner in which they were accounted for
in such financial statements;

v. the independent accountant's qualitative judgments and
recommendations about the appropriateness of the Corporation's
accounting principles and practices, any proposed changes in such
accounting principles and practices and the degree of the Corporation's
implementation of previously recommended changes in accounting
principles and practices;

vi. any lack of cooperation or disputes with management encountered
by the independent accountant during the course of the audit, including
any restrictions on the scope of their work or access to requested
information; and

vii. other matters related to the conduct of the audit that are to
be communicated to the Committee under generally accepted auditing
standards.

f. To recommend to the Board that the audited financial statements be
included in the annual report of the Corporation to be filed with the SEC.

g. To consider and review with the independent accountant, the director
of internal audit and the financial management of the Corporation the
adequacy of the Corporation's internal controls, including computerized
information system controls and security, and any related significant
findings and recommendations by the independent accountant or the director
of internal audit, together with management's responses.

h. To consider and review, prior to filing or release, annual reports of
the Corporation to be filed with the SEC or any other government agency and
other published documents containing the Corporation's annual financial
statements, and to evaluate whether the information in such reports and
documents is consistent with the information in the financial statements.

i. To consider and review, prior to filing or release, interim financial
reports of the Corporation to be filed with the SEC or any other government
agency or otherwise released to the public.

j. To prepare the report required to be included in the Corporation's
Proxy Statement disclosing whether the Committee has reviewed and discussed
the audited financial statements with management; has discussed matters
specified by the SEC with the independent accountant; and has taken
whatever action and prepared such other reports and letters as may be
required from time to time by the SEC and/or any exchange on which shares
of the Common Stock of the Corporation are traded.

k. To review policies and procedures covering officers' expense accounts
and perquisites, including officers' use of corporate assets, and to
consider the results of any review by the internal auditors or independent
accountant.

1. To review, together with counsel for the Corporation, legal and
regulatory matters that may have a material effect on the Corporation's
financial statements and the Corporation's compliance policies.

m. To meet with the director of internal audit, the independent
accountant and management in separate executive sessions to discuss matters
then being considered by the Committee, that the Committee or any of these
groups concludes should be discussed privately with the Committee.

n. To review this Charter annually and update it when appropriate.

V. Investigations and Studies. The Committee may conduct or authorize
investigations into or studies of matters within the Committee's scope of
responsibilities as described above, and may retain at the expense of the
Corporation, independent counsel, accountants or others necessary to assist in
any such investigation or study.

EXHIBIT B

IFF GLOBAL
EMPLOYEE STOCK PURCHASE PLAN

1. Purpose.

The purpose of this Plan is to provide an opportunity for Employees of
International Flavors & Fragrances Inc. (the "Company") and its Designated
Subsidiaries, to purchase Common Stock of the Company and thereby to have the
opportunity to share in the growth of the Company. It is the intention of the
Company that the Plan qualify as an "Employee Stock Purchase Plan" under
section 423 of the Code, although the Company makes no undertaking nor
representation that it will maintain such qualification. In addition, this
Plan authorizes the grant of options and issuance of Common Stock which do not
qualify under section 423 of the Code pursuant to sub- plans adopted by the
Committee designed to achieve desired tax or other objectives in particular
locations outside the United States.

2. Definitions.

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Code" shall mean the U.S. Internal Revenue Code of 1986, as amended.

2.3 "Committee" shall mean the Stock Option and Compensation Committee of
the Board, including any successor committee, or such other committee of the
Board as the Board may from time to time appoint to administer the Plan.

2.4 "Common Stock" shall mean the common stock, $0.125 par value, of the
Company.

2.5 "Company" shall mean International Flavors & Fragrances Inc., a New
York corporation.

2.6 "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Committee as eligible to participate in the Plan with
respect to its Employees.

2.7 "Eligible Compensation" shall mean the basic rate of cash remuneration
of an Employee as it appears on the books and records of the Company or a
Designated Subsidiary for services rendered to the Company or a Designated
Subsidiary, determined prior to any payroll deductions, including, but not
limited to, those related to contributions under a "qualified cash or deferred
arrangement" (as determined under Code section 401 (k) and its applicable
regulations) or under a "cafeteria plan" (as defined under Code section 125
and its applicable regulations), or reductions for qualified transportation
benefits under Code section 132(f), but excluding bonuses, overtime pay, and
all other forms of special pay. Compensation shall be determined before
deferrals to any executive deferred compensation plan, but shall not include
distributions from any executive deferred compensation plan. The Committee in
its sole discretion shall have the authority to modify the definition of
Eligible Compensation on a prospective basis, subject, however, to Code
section 423(b)(5).

2.8 "Employee" shall mean an individual classified as an employee by the
Company or a Designated Subsidiary in its sole discretion on the payroll
records of the Company or the Designated Subsidiary during the

relevant Purchase Period and who is customarily employed for at least twenty
(20) hours per week and more than five (5) months in a calendar year by the
Company or a Designated Subsidiary. Notwithstanding, the Committee may waive
the foregoing requirements and treat individuals who are classified as part-
time employees by the Company or a Designated Subsidiary in its sole
discretion as "Employees' for purposes of the Plan.

2.9 "Fair Market Value" shall mean the closing price of a share of Common
Stock in the New York Stock Exchange Composite Transactions on the relevant
date, or, if no sale shall have been made on such exchange on that date, the
closing price in the New York Stock Exchange Composite Transactions on the
last preceding day on which there was a sale.

2.10 "Offering Date" shall mean the first business day of each Purchase
Period.

2.11 "Participant" shall mean an Employee that elects to participate in the
Plan in accordance with Section 4 of the Plan.

2.12 "Plan" shall mean this IFF Global Employee Stock Purchase Plan.

2.13 "Purchase Date" shall mean the last business day of each Purchase
Period.

2.14 "Purchase Period" shall mean a period having the length determined by
the Committee in its sole discretion pursuant to Section 5.2; provided, in no
event shall the duration of any Purchase Period exceed 27 months.

2.15 "Subsidiary" shall mean any subsidiary corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, as
described in Code section 424(f).

3. Eligibility.

(a) Any person who is an Employee on an Offering Date shall be eligible to
participate in the Plan. Notwithstanding, the Committee in its sole discretion
may prospectively condition participation upon completion of up to two years'
employment with the Company and/or a Designated Subsidiary, and may further
condition participation upon an eligible Employee's (1) consent to transfer
and process personal data outside of the Employee's country of residence, and
(2) acknowledgement and agreement to the terms and conditions of the Plan.

(b) No Employee may participate in the Plan if immediately after an option
is granted the Employee owns or is considered to own (within the meaning of
Code section 424(d)), shares of capital stock, including stock which the
Employee may purchase by conversion of convertible securities or under
outstanding options granted by the Company, possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or of
any of its Subsidiaries.

(c) All Employees who participate in the Plan shall have the same rights
and privileges under the Plan except for differences which are consistent with
Code section 423(b)(5); provided, Employees participating in a sub-plan
adopted pursuant to Section 13 which is not designed to qualify under Code
section 423 need not have the same rights and privileges as Employees
participating in the Plan. The Committee may impose restrictions

on eligibility and participation of Employees, including but not limited to
Employees who are officers and directors, to facilitate compliance with
federal or state securities laws or foreign laws.

4. Participation And Withdrawal.

4.1 Enrollment.

(a) An eligible Employee may become a Participant in the Plan by following
the procedures set forth in Section 4.1 (b).

(b) Any eligible Employee wishing to become a Participant shall file,
during the enrollment period (as established by the Committee) preceding the
Offering Date, a completed payroll deduction authorization and Plan enrollment
form provided by the Company or by following an interactive voice response
("IVR") electronic or other enrollment process as prescribed by the Committee.
Unless otherwise determined by the Committee, an eligible Employee who does
not follow the prescribed procedures to enroll on or before the enrollment
deadline for such Offering Date for a Purchase Period may not participate in
the Plan with respect to that Purchase Period, but instead will participate in
the next following Purchase Period. Participation may be conditioned on an
eligible Employee's consent to transfer and process personal data and on
acknowledgment and agreement to Plan terms and other specified conditions not
inconsistent with the Plan.

4.2 Payroll Deductions.

(a) An eligible Employee may authorize payroll deductions at the rate of
any whole percentage of the Employee's Eligible Compensation, not to exceed
10% or such other percentage as specified by the Committee. Payroll deductions
shall commence as soon as administratively practicable following the date on
which the eligible Employee completes the enrollment process. A separate
bookkeeping account for each Participant shall be maintained by the Company
under the Plan, and the amount of each Participant's payroll deductions shall
be credited to such account. All payroll deductions may be used by the Company
for any corporate purpose, and the Company shall not be obligated to segregate
such payroll deductions unless required under local law. No interest shall be
paid or credited to the account of any Participant with respect to such
payroll deductions except where required by the Plan or by local law as
determined by the Committee. A Participant may not make any additional
payments into such account. Payroll deductions made with respect to Employees
paid in currencies other than U.S. dollars shall be converted to U.S. dollars
as of each Purchase Date or other date or dates in a Purchase Period in
accordance with procedures established by the Committee in its sole discretion
and in accordance with applicable law. Notwithstanding anything to the
contrary, the Committee may also permit contributions to the Plan in such
other form as it may determine in its sole discretion.

(b) Subject to such limitations and requirements, if any, as prescribed by
the Committee, a Participant may prospectively decrease his or her rate of
payroll deductions at any time by filing a new payroll deduction authorization
or by following IVR, electronic or other procedures prescribed by the
Committee. Such decrease shall become effective as soon as administratively
practicable. A Participant may not increase his or her rate of payroll
deductions during a Purchase Period but may increase such rate, up to the
limit set by the Plan, only effective on the first payroll date following the
next Purchase Date by filing a new payroll deduction authorization or by
following IVR, electronic or other procedures prescribed by the Committee. If
a Participant has not followed such procedures to change the rate of payroll
deductions, the rate of payroll deductions shall

continue at the originally elected rate throughout the Purchase Period and
future Purchase Periods unless reduced to reflect a change by the Committee in
the maximum permissible rate.

4.3 Withdrawal.

(a) Under procedures established by the Committee, a Participant may
discontinue payroll deductions under the Plan at any time during a Purchase
Period by completing and filing a new payroll deduction authorization with the
Company or by following IVR, electronic or other procedures prescribed by the
Committee. Such discontinuance shall become effective as soon as
administratively practicable.

(b) If a Participant discontinues participation during a Purchase Period,
his or her accumulated payroll deductions will remain in the Plan for purchase
of shares as specified in Section 6 on the following Purchase Date unless he
or she elects, in accordance with Section 4.3(d), to withdraw such deductions.
No Participant who either discontinues participation or withdraws his or her
accumulated payroll deductions during a Purchase Period will be eligible to
participate in the Plan until he or she re-enrolls in the Plan in a subsequent
Purchase Period. If a Participant has not followed such procedures to
discontinue the payroll deductions, the rate of payroll deductions shall
continue at the originally elected rate throughout the Purchase Period and
future Purchase Periods unless reduced to reflect a change by the Committee in
the maximum permissible rate.

(c) If a Participant is covered by the International Flavors & Fragrances
Inc. Retirement Investment Fund Plan and is suspended from participation in
that plan because of a hardship withdrawal, the Participant will also cease
participation in this Plan for the balance of the suspension period. In these
circumstances, the Participant's payroll deductions under this Plan shall be
discontinued for the duration of the suspension period and the provisions of
Section 4.3(b) shall apply to such Participant. A Participant who has his or
her payroll deductions discontinued under this Section 4.3(c) will not be
eligible to participate again until he or she re-enrolls in the Plan. Any such
person shall, when the suspension period ends, be considered eligible for re-
enrollment in a Purchase Period starting after his or her suspension period
ends.

(d) Any Participant, whether or not he or she previously discontinued
participation during a Purchase Period, may any time during the Purchase
Period but no later than 15 days before the Purchase Date for such Purchase
Period, request a withdrawal of his or her accumulated payroll deductions for
the Purchase Period. Such amount shall be returned to the Participant without
interest (except where required by local law) as soon as administratively
practicable. In order to request such withdrawal, the Participant must
complete and file with the Committee no later than 15 days before the end of a
Purchase Period, a withdrawal form provided by the Company or follow IVR,
electronic or other withdrawal procedures prescribed by the Company.

4.4 Termination of Employment. In the event any Participant terminates
employment with the Company or any Designated Subsidiary for any reason
(including death) prior to the expiration of a Purchase Period, the
Participant's participation in the Plan shall immediately terminate, and all
amounts credited to the Participant's account shall be paid to the Participant
or the Participant's estate without interest (except where required by local
law) as soon as administratively practicable. Whether a termination of
employment has occurred shall be determined by the Committee in its sole
discretion. The Committee also may establish rules regarding when leaves of
absence or changes of employment status will be considered to be a termination
of employment for purposes of the Plan, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Company and its
Subsidiaries.

5. Offering.

5.1 Authorized Shares. The maximum number of shares of Common Stock which
may be issued pursuant to the Plan shall be 5,000,000 shares. The shares which
may be issued under the Plan may be either authorized but unissued shares,
treasury shares or a combination of each, as determined from time to time by
the Board . If on any Purchase Date the number of shares otherwise purchasable
by Participants is greater than the number of shares then remaining available
under the Plan, the Committee shall allocate the available shares among the
Participants in such manner as it deems fair and which complies with the
requirements of Code section 423.

5.2 Purchase Periods. Unless otherwise determined by the Committee, (a) the
duration of each Purchase Period shall be twelve consecutive months, (b) the
first Purchase Period shall commence January 1, 200l; and (c) subsequent
Purchase Periods shall run consecutively after each preceding Purchase Period.
Notwithstanding, the Committee may choose a different Purchase Period for a
sub-plan of a Designated Subsidiary; provided, any such Purchase Period ends
December 31. The Committee shall have the power to change the commencement
date or duration of future Purchase Periods, without shareholder approval, and
without regard to the expectations of any Participants; provided, the Company
shall notify Participants of any such change at least 30 days before such
change becomes effective.

5.3 Maximum Grant of Options.

(a) On each Offering Date, each Participant shall be granted an option to
purchase the number of shares of Common Stock which may be purchased with the
payroll deductions to be accumulated in an account maintained on behalf of
such Employee or would be accumulated on behalf of a Participant, if payroll
deductions were not prohibited by local law.

(b) The number of shares which may be purchased by any Participant on the
first Purchase Date to occur in any calendar year may not exceed the number of
shares determined by dividing $25,000 (or such other amount determined by the
Committee in accordance with and subject to the limitations of Section 5.5) by
the Fair Market Value of a share of Common Stock on the Offering Date for the
Purchase Period ended on such Purchase Date; and

(c) The number of shares which may be purchased by a Participant on any
subsequent Purchase Date in the same calendar year shall not exceed the number
of shares determined by performing the calculation below:

Step One: Multiply the number of shares purchased by the Participant on
each previous Purchase Date in the same calendar year by the Fair Market
Value of a share of Common Stock on the Offering Date for the Purchase
Period ended on such Purchase Date.

Step Two: Subtract the amount(s) determined in Step One from $25,000 (or
such other amount determined by the Committee in accordance with and
subject to the limitations of Section 5.5) .

Step Three: Divide the remainder amount determined in Step Two by the
Fair Market Value of a share of Common Stock on the Offering Date for the
Purchase Period ending on the Purchase Date for which the calculation is
being performed. The quotient thus obtained is the maximum number of shares
which may be purchased by the Participant on such Purchase Date.

5.4 Purchase Price. Unless otherwise determined by the Committee, the
purchase price for a Purchase Period for each Participant shall be 85% of the
Fair Market Value of the Common Stock on the Offering Date. Notwithstanding,
the Committee may not establish a purchase price that fails to comply with the
requirements of Code section 423.

5.5 $25,000 Limitation. Notwithstanding any other provision of the Plan to
the contrary, no Participant shall be granted an option which permits the
Participant rights to purchase Common Stock under the Plan and all other Code
section 423 employee stock purchase plans of the Company and its Subsidiaries
to accrue at a rate which exceeds $25,000 (or such other amount as provided
under Code section 423(b)(8)) in Fair Market Value of Common Stock (determined
at the time such option is granted) for each calendar year in which such
option is outstanding at any time.

6. Purchase of Stock.

6.1 Subject to Section 4.4 and 6.2 and unless a Participant has previously
withdrawn his or her accumulated payroll deductions for such Purchase Period
pursuant to Section 4.3(d), on each Purchase Date, a Participant's option
shall automatically be exercised to purchase that number of full shares of
Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall entitle him or her to purchase at the
applicable purchase price. Any cash remaining in a Participant's account after
the purchase of Common Stock shall remain in the Participant's account for use
in the next Purchase Period.

6.2 Notwithstanding anything herein to the contrary, if, with respect to an
affected Participant, on the Purchase Date for a particular Purchase Period,
the Fair Market Value of the Common Stock is below the purchase price of the
Common Stock for that Purchase Period, the Plan shall, with respect to such
affected Participant, be discontinued for the Purchase Period and such
Participant's accumulated payroll deductions for the Purchase Period shall not
be used to purchase Common Stock. Such amount shall be returned to the
Participant, together with simple interest at 4% (or such greater or lesser
amount as may be determined by the Committee or required by applicable law) as
soon as practicable after the applicable Purchase Date.

7. Payment And Delivery.

Unless and until otherwise determined by the Committee or directed in
writing by a Participant, all shares purchased under the Plan shall be
deposited directly to an account established in the name of each Participant
with Mellon Investor Services. Upon the purchase of Common Stock on each
Purchase Date, the Company or Mellon Investor Services shall deliver (by
electronic or other means) to the Participant a record of the Common Stock
purchased. Notwithstanding the foregoing, the Committee may require shares
purchased under the Plan to be deposited directly with any other broker or
agent designated by the Committee unless otherwise directed in writing by a
Participant, in which event, shares purchased under the Plan shall be
deposited directly with any broker or agent directed in writing by such
Participant. The Committee may utilize electronic or automated methods of
share transfer.

Before the commencement of any Purchase Period, the Committee may require
(a) that shares purchased under the Plan during such Purchase Period and all
subsequent Purchase Periods be retained with Mellon Investor Services (or any
such other broker or agent) for a designated period of time not to exceed two
(2) years (and may restrict dispositions during that period) and/or may
establish other procedures to permit tracking of

disqualifying dispositions of such shares or to restrict transfer of such
shares and/or (b) that shares purchased under the Plan automatically
participate in a dividend reinvestment plan or program maintained by the
Company.

The Company shall retain the amount of payroll deductions used to purchase
Common Stock as full payment for the Common Stock, and the Common Stock shall
then be fully paid and non- assessable.

No Participant shall have any voting, dividend, or other shareholder rights
with respect to shares subject to any option granted under the Plan until the
shares subject to the option have been purchased and delivered to the
Participant as provided in this Section 7.

8. Recapitalization

8.1 If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3
and the maximum number of shares specified in Section 5.1 shall be
proportionately adjusted, the terms relating to the purchase price with
respect to the option shall be appropriately adjusted, and the Board shall
take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.

8.2 The Board (or its delegatee) in its sole discretion, also may adjust
the number and kind of shares specified in Section 5.1, as well as the price
per share covered by each outstanding option, the number of shares subject to
any individual option and the share limit of Section 5.3, in the event the
Company effects one or more reorganizations, recapitalizations, spinoffs,
split-ups, rights offerings or reductions of shares of its outstanding Common
Stock.

8.3 The determinations of the Board (or its delegatee) under this Section 8
shall be conclusive and binding on all parties.

9. Merger, Liquidation, Other Company Transactions.

9.1 In the event of the proposed liquidation or dissolution of the Company,
the Purchase Period then in progress shall terminate immediately prior to the
consummation of such proposed liquidation or dissolution, unless otherwise
provided by the Board in its sole discretion, and all outstanding options
shall automatically terminate and the amounts of all payroll deductions will
be refunded together with simple interest at 4% (or such greater or lesser
rate as may be determined by the Committee or required by applicable law) to
the Participants as soon as reasonably practicable.

9.2 In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger or consolidation of the Company with or
into another corporation, then in the sole discretion of the Board, (a) each
option shall be assumed, or an equivalent option shall be substituted, by the
successor corporation or parent or subsidiary of such successor corporation or
(b) a date established by the Board on or before the date of consummation of
such merger, consolidation or sale shall be treated as a Purchase Date, and
all outstanding options shall be deemed exercised on such date.

10. Transferability.

Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and are
exercisable during the Participant's lifetime only by the Participant. Any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan,
other than as permitted by the Code, such act shall be treated as an election
by the Participant to discontinue participation in the Plan pursuant to
Section 4.3(b).

11. Amendment or Termination of the Plan.

11.1 The Plan shall continue until February 28, 2006, unless previously
terminated in accordance with Section 11.2.

11.2 Except where otherwise delegated to the Committee, the Board may amend
the Plan from time to time as it deems desirable in its sole discretion
without approval of the stockholders of the Company, except to the extent
stockholder approval is required by Rule 16b-3 of the Securities Exchange Act
of 1934, as amended, applicable New York Stock Exchange or other stock
exchange rules, applicable provisions of the Code, or other applicable laws or
regulations. The Board may terminate or suspend the Plan at any time in its
sole discretion. The termination, suspension or amendment of the Plan shall
not alter or impose rights or obligations under any option theretofore granted
under the Plan in any material adverse way with the consent of the affected
Participants.

12. Administration.

The Committee shall have the authority and responsibility for the day-to-
day administration of the Plan, the authority and responsibility specifically
provided in this Plan and any additional duties, responsibilities and
authority delegated to the Committee by the Board. The Committee may delegate
to one or more individuals the day-to-day administration of the Plan. The
Committee shall have full power and authority to promulgate any rules and
regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the
Plan, to make factual determinations relevant to Plan entitlements and to take
all action in connection with administration of the Plan as it deems necessary
or advisable. Decisions of the Committee shall be final and binding upon all
Participants. Any decision reduced to writing and signed by all of the members
of the Committee shall be fully effective, as if it had been made at a meeting
of the Committee duly held. The Company shall pay all reasonable expenses
incurred in the administration of the Plan. No Committee member shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted hereunder.

13. Committee Rules For Foreign Jurisdictions.

Notwithstanding anything in the Plan to the contrary, with respect to any
Participant or eligible Employee who is resident outside of the United States,
the Committee may, in its sole discretion, amend or vary the terms of the Plan
in order to conform such terms with the requirements of local law or to meet
the goals and objectives of the Plan, and may, in its sole discretion,
establish administrative rules and procedures to facilitate the operation

of the Plan in such non-U.S. jurisdictions. The Committee may, where it deems
appropriate in its sole discretion, establish one or more sub-plans for these
purposes.

14. Compliance with Legal and Exchange Requirements.

The Company shall not be under any obligation to issue Common Stock upon
the exercise of any option unless and until the Company has determined that:
(a) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (b) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (c) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.

15. Governmental Approvals.

This Plan and the Company's obligation to sell and deliver shares of Common
Stock under the Plan in any jurisdiction shall be subject to approval of any
governmental authority required in connection with the Plan or the
authorization, issuance, sale, or delivery of Common Stock hereunder in such
jurisdiction.

16. No Enlargement Of Employee Rights.

Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Company or any Designated Subsidiary
or to interfere with the right of the Company or any Designated Subsidiary to
discharge any Employee at any time. Any rights or benefits provided under this
Plan shall not be considered part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long service awards, pension, retirement or similar
payments.

17. Withholding Taxes.

In the event that the Company or any Designated Subsidiary is required to
withhold any Federal, state, local or foreign taxes in respect of any
compensation or other income realized by the Participant, the Company or such
Designated Subsidiary may deduct from any payments of any kind otherwise due
to such Participant, including without limitation the proceeds of any sale of
Common Stock for the account of the Participant, the aggregate amount of such
Federal, state, local or foreign taxes required to be withheld or, if such
payments are insufficient to satisfy such Federal, state, local or foreign
taxes, the Participant will be required to pay to the Company or such
Designated Subsidiary, or make other arrangement satisfactory to the Company
or such Designated Subsidiary regarding payment to the Company or such
Designated Subsidiary of, the aggregate amount of any such taxes.

18. Governing Law.

This Plan shall be governed by and construed in accordance with the laws of
New York State, without regard to conflicts of law principles.

19. Severability.

If any provision of the Plan shall be held illegal or invalid in any
jurisdiction, such illegality or invalidity shall not affect the remaining
provisions of the Plan in such jurisdiction, or any provision of the Plan in
any other jurisdiction, and the Plan shall be construed and applied in such
jurisdiction as if the invalid provision had never been contained herein.

20. Effective Date.

This Plan shall be effective January 1, 2001, subject to approval of the
shareholders of the Company within 12 months after November 14, 2000 which is
the date the Board adopts the Plan. No Participant may purchase any shares of
Common Stock under the Plan until and unless the Plan receives such
shareholder approval. If the Plan is not approved by the shareholders of the
Company as required under this Section 20, the Plan shall become null and void
and of no further force and effect, and any accumulated payroll deductions of
Participants shall be refunded as soon as administratively practicable,
without interest.

IFF GLOBAL
EMPLOYEE STOCK PURCHASE PLAN

ADDENDUM FOR THE UNITED KINGDOM

The following document (the "Addendum") sets forth the variations from the
IFF Global Employee Stock Purchase Plan (the "Plan") as they relate to
employees of International Flavors & Fragrances Inc. and its designated
subsidiaries who are residents of the United Kingdom. Unless otherwise set
forth in this Addendum, the terms and conditions of the Plan shall apply in
the United Kingdom.

Definitions.

2.8 "Employee" shall mean an individual resident in the United Kingdom
classified as an employee by the Company or a Designated Subsidiary in its
sole discretion on the payroll records of the Company or the Designated
Subsidiary during the relevant Purchase Period. For purposes of clarification,
"Employee" shall include any part-time employees resident in the United
Kingdom.

*****

ADDENDUM FOR THE NETHERLANDS

The following document (the "Addendum") sets forth the variations from the
IFF Global Employee Stock Purchase Plan (the "Plan") as they relate to
employees of International Flavors & Fragrances Inc. and its designated
subsidiaries who are residents of the Netherlands. Unless otherwise set forth
in this Addendum, the terms and conditions of the Plan shall apply in the
Netherlands.

Definitions.

2.8 "Employee" shall mean an individual resident in the Netherlands
classified as an employee by the Company or a Designated Subsidiary in its
sole discretion on the payroll records of the Company or the Designated
Subsidiary during the relevant Purchase Period. For purposes of clarification,
"Employee" shall include any part-time employees resident in the Netherlands.

Participation and Withdrawal.

4.3 Withdrawal.

(d) Any Participant, whether or not he or she previously discontinued
participation during the Purchase Period, may at any time during the Purchase
Period, request a withdrawal of his or her accumulated payroll deductions for
the Purchase Period; provided, if the Participant fails to notify the
Committee of his or her intent to withdraw accumulated payroll deductions in
accordance with procedures established by the Committee at least 15 days
before the Purchase Date, the Participant shall be subject to a withdrawal
penalty equal to NLG 100. Such amount (less the penalty where applicable)
shall be returned to the Participant without interest (unless required under
applicable law) as soon as administratively practicable. For purposes of
clarification, this Section 4.3(d) shall apply only to Participants who are
resident in the Netherlands.

*****

ADDENDUM FOR IRELAND

The following document (the "Addendum") sets forth the variations from the
IFF Global Employee Stock Purchase Plan (the "Plan") as they relate to
employees of International Flavors & Fragrances Inc. and its designated
subsidiaries who are residents of Ireland. Unless otherwise set forth in this
Addendum, the terms and conditions of the Plan shall apply in Ireland.

Definitions.

2.8 "Employee" shall mean an individual resident in Ireland classified as
an employee by the Company or a Designated Subsidiary in its sole discretion
on the payroll records of the Company or the Designated Subsidiary during the
relevant Purchase Period. For purposes of clarification, "Employee" shall
include any part-time employees resident in Ireland.

*****

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

[LOGO OF IFF] PROXY

INTERNATIONAL FLAVORS & FRAGRANCES INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16, 2001

The undersigned shareholder of International Flavors & Fragrances Inc.
(hereinafter called the Company) hereby appoints Messrs. Richard A. Goldstein,
Douglas J. Wetmore and Stephen A. Block, the attorneys and proxies, and each of
them the attorney and proxy, of the undersigned, with full power of
substitution, to act by a majority present, for and in the name, place and
stead of the undersigned, to attend the Annual Meeting of Shareholders to be
held at the headquarters of the Company, 521 West 57th Street, New York, New
York, on Wednesday, May 16, 2001 at 10 A.M., and any adjournment or
adjournments thereof, and thereat to vote the number of votes or shares of
stock the undersigned would be entitled to vote if then and there personally
present.
IFF
P.O. BOX 11418
NEW YORK, N.Y. 10203-0418

Please indicate on the reverse side of this card how your shares of stock are
to be voted.
The shares represented by this Proxy will be voted as directed.
(Continued and to be signed on the other side)

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

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

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

1. Election of all Directors M. H. Adame, G. Blobel, J. M. Cook, 2. Proposal to approve IFF Global Employee
P. A. Georgescu, R. A. Goldstein, C. A. Lobbosco, A. C. Martinez, Stock Purchase Plan
H. P. van Ameringen, W. D. Van Dyke, III, D. J. Wetmore
For [X] Against [X] Abstain [X]
For [X] Withheld [X] Exceptions* [X] --------------------------------------------------
--------------------------------------------------
Change of address and/or Comments
*Exceptions .............................................
.........................................................
------------------------------------------------------------------- [X]
--------------------------------------------------
To vote your shares for all Director nominees, mark the "For" box
on Item 1. To withhold voting for all nominees, mark the "Withhold"
box. If you do not wish your shares voted "For" a particular nominee,
mark the "Exceptions" box and enter the name(s) of the exception(s)
in the space provided.
-----------------------------------------------------------------------------------------------------------------------------------
3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any
adjournment thereof.
-----------------------------------------------------------------------------------------------------------------------------------
(This Proxy will be voted FOR each of the above
nominees as a director, FOR Proposal 2, and in
the discretion of the proxy committee on any other
matter properly before the meeting, unless otherwise
specified)
Please sign exactly as name or names appear on this proxy.
If stock is held jointly, each holder should sign. If signing
as attorney, trustee, executor, administrator, custodian,
guardian, or corporate officer, please give full title.
DATED ________________________ _______________________, 2001
SIGNED _______________________ _____________________________
______________________________ _____________________________

---

Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. Votes MUST be indicated in Black or Blue ink. [X]
------------------------------------------------------------------------------------------------------------------------------------