10-K

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

FORM 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2002		Commission File Number 1-7626
Sensient Technologies Corporation
WISCONSIN			39-0561070
(State of Incorporation)			(IRS Employer Identification Number)
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5304
(414) 271-6755
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS				NAME OF EXCHANGE ON WHICH REGISTERED
Common Stock, $0.10 par value Associated Preferred Share Purchase Rights				New York Stock Exchange, Inc.

          Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.

Yes   x No   o

          Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes   x No   o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

          The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2002 was $1,090,457,501.  For purposes of this computation only, the Registrant’s directors and executive officers were considered to be affiliates of the Registrant.  Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the Registrant.

          There were 47,290,349 shares of Common Stock outstanding as of March 10, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of: (1) the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2002 (see Parts I, II and IV of this Form 10-K), and (2) the Company’s Notice of Annual Meeting and Proxy Statement of the Company dated March 21, 2003 (see Part III of this Form 10-K).

SENSIENT TECHNOLOGIES CORPORATION—FORM 10-K  FOR YEAR ENDED DECEMBER 31, 2002
INDEX

PART I			3
	Item 1. Business		3
		General	3
		Description of Business	3
		Flavors & Fragrances Group	4
		Color Group	5
		Asia Pacific Division	6
		Research and Development/Quality Assurance	6
		Products and Application Activities	7
		Raw Materials	7
		Competition	7
		Foreign Operations	8
		Patents, Formulae and Trademarks	8
		Employees	8
		Regulation	8
	Item 2.  Properties		9
	Item 3.  Legal Proceedings		12
	Item 4.  Submission of Matters to a Vote of Security Holders		12
		Executive Officers of the Registrant	12
PART II			13
	Item 5.  Market for the Registrant’s Common Stock and Related Stockholder Matters		13
	Item 6.  Selected Financial Data		13
	Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 7A.  Quantitative and Qualitative Disclosures about Market Risk		14
	Item 8.  Financial Statements and Supplementary Data		14
	Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		14
PART III			14
	Item 10.  Directors and Executive Officers of the Registrant		14
	Item 11.  Executive Compensation		14
	Item 12.  Security Ownership of Certain Beneficial Owners and Management		14
	Item 13.  Certain Relationships and Related Transactions		16
	Item 14.  Controls and Procedures		17
PART IV			17
	Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K		17
		Financial Statements	17
		Financial Statement Schedules	18
		Independent Auditors’ Report	18
		Schedule II	18
SIGNATURES			19
CERTIFICATIONS			20
EXHIBIT INDEX			E-1

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements.  Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements.  A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results.  These factors and assumptions include the pace and nature of new product introductions by the Company’s customers; execution of the Company’s acquisition program and results of newly acquired businesses; the Company’s ability to successfully implement its growth strategies; industry and economic factors related to the Company’s domestic and international business; growth in markets for products in which the Company competes; industry acceptance of price increases; and currency exchange rate fluctuations.  The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

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PART I

Item 1.   Business

General

              Sensient Technologies Corporation (the “Company”), was incorporated in 1882 in Wisconsin. Its principal executive offices are located at 777 East Wisconsin Avenue, Suite 1100, Milwaukee, Wisconsin 53202-5304, telephone (414) 271-6755.

              The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Act”), and, in accordance with the Act, has filed annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). These reports and other information may be inspected at the public reference facilities of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549, and can also be accessed from the web site maintained by the Commission at http://www.sec.gov.  The public may obtain information on operations of the public reference room by calling the Commission at (800) SEC-0330.

              The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “SXT.”  Information about the Company may be obtained at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

              The Company can also be reached at its web site at www.sensient-tech.com.  The Company’s web address is provided as an inactive textual reference only, and the contents of this web site are not incorporated in or otherwise to be regarded as part of this annual report. The Company makes available free of charge on its web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Act as soon as reasonably practicable after such documents are electronically filed with the Commission.

Description of Business

              The Company is a leading global supplier of colors, flavors and fragrances.  The Company provides innovative value-added products to several dynamic international markets.  Using advanced technologies at facilities around the world, the Company develops formulations and manufactures ingredients for the food and beverage, household products, pharmaceutical, cosmetics, display imaging and specialized printing industries.  The Company’s inkjet inks, synthetic and natural colors, fragrances and flavor systems are supplied to many of the world’s leading manufacturers.  The Company aims to continue to deliver strong results by developing high-performance products, accessing new markets and enhancing operations.

              The Company’s principal products include:

• flavors, flavor enhancers and bionutrients;

• fragrances and aroma chemicals;

• dehydrated vegetables and other food ingredients;

• natural and synthetic food colors;

• cosmetic and pharmaceutical additives;

• inkjet inks, technical colors, and specialty dyes and pigments; and

• chemicals for laser printing and flat screen displays.

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              During 2002, the Company completed four acquisitions that significantly expanded its worldwide operations.   The businesses acquired were: Cardre, Inc., a Plainfield, NJ manufacturer of specialty ingredients used in cosmetics; ECS Specialty Inks and Dyes, a Morges, Switzerland producer and marketer of inks for specialty printing applications; SynTec GmbH, a Wolfen, Germany manufacturer of specialty dyes and chemicals for the imaging industry; and the flavors and essential oil operations of C. Melchers GmbH & Company, based in Bremen, Germany. These operations were acquired for cash in an aggregate amount of approximately $48.5 million (net of cash acquired).  The Company may be required to pay up to 4.6 million euros (approximately $4.8 million) of additional cash consideration subject to the future performance of certain of these businesses.

              On October 18, 2002, the Company announced an increase in its annual cash dividend on its common stock from 53 cents per share to 56 cents per share, commencing with the dividend paid on December 2, 2002.

              The Company’s operations, except for the Asia Pacific Division, are managed on a products and services basis. The Company’s two reportable segments are the Flavors & Fragrances Group and the Color Group. Financial information regarding the Company’s two reportable segments is incorporated by reference to the information set forth on pages 42 through 44 of the Company’s 2002 Annual Report to Shareholders under the heading “Segment and Geographic Information.”

Flavors & Fragrances Group

              The Company is a leading global developer, manufacturer and supplier of flavor and fragrance systems for the food, beverage, pharmaceutical, personal care and household products industries.  The Company’s flavor formulations are used in many of the world’s best-known consumer products.

              The Flavors & Fragrances Group produces flavor and fragrance products that impart a desired taste, texture, aroma and/or other characteristic to a broad range of consumer and other products.  This Group includes the Company’s dehydrated flavors business, which produces ingredients for food processors.

              The Flavors & Fragrances Group operates principally through the Company’s subsidiaries, Sensient Flavors Inc. and Sensient Dehydrated Flavors Company.  The Group’s principal manufacturing plants are located in California, Illinois, Indiana, Michigan, Ohio, Wisconsin, Belgium, Canada, France, Germany, Italy, Mexico, the Netherlands, Spain and the United Kingdom.

              Strategic acquisitions have expanded the Company’s flavors and fragrances product lines and processing capabilities.  As noted above, in March 2002, the Company acquired the flavors and essential oil operations of C. Melchers GmbH & Company, a supplier of flavors for coffees and teas, as well as essential oils, aroma chemicals and other formulations for flavor, cosmetic and fragrance applications.  In May 1998, the acquisition of substantially all of the assets of the beverage business of German flavor manufacturer Sundi GmbH, with its emphasis on all-natural flavor ingredients, provided the Company with a point of entry into Germany, Europe’s largest flavor market.  In April 1998, the Company acquired DC Flavours Ltd., which further expanded the Company’s savory and flavor technology and worldwide market presence.  In January 1998, the Company acquired Arancia Ingredientes Especiales, S.A. de C.V., a manufacturer of savory flavors and other food ingredients, improving access to the rapidly growing Latin American savory flavor market.

              During 1998 the Company integrated its bioproducts business (which was formerly operated as a separate division) into its Flavors & Fragrances Group. The bioproducts business serves the food, animal feed processing, and bionutrient industries with a broad line of natural extracts and specialty flavors. The Company produces various specialty extracts from yeast, vegetable proteins, meat, milk protein and other natural products which are used primarily as savory flavors, texture modifiers and enhancers in processed foods. The nutritional and functional properties of these extracts also make them useful in enzyme and pharmaceutical production.

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              During the quarter ended June 30, 2000, the Company integrated its former Dehydrated Products Division into the Flavors & Fragrances Group.  Operating through its Sensient Dehydrated Flavors business, the Company believes it is the second largest producer of dehydrated onion and garlic products in the United States.  The Company is also one of the largest producers and distributors of chili powder, paprika, chili pepper and dehydrated vegetables such as parsley, celery and spinach. Domestically, the Company sells dehydrated products to food manufacturers for use as ingredients and also for repackaging under private labels for sale to the retail market and to the food service industry.  In addition, Sensient Dehydrated Flavors is one of the leading dehydrators of specialty vegetables in Europe.  Advanced dehydration technologies utilized by Sensient Dehydrated Flavors permit faster and more effective rehydration of ingredients used in many of today’s popular convenience foods.

Color Group

              The Company is a leading developer, manufacturer and supplier of colors for businesses worldwide.  The Company provides natural and synthetic color systems for use in pharmaceuticals, foods and beverages; colors and other ingredients for cosmetics and pharmaceuticals; and technical colors for industrial applications and digital imaging.

              The Company believes that it is one of the world’s largest producers of synthetic and natural colors, and that it is the world’s leading manufacturer of certified food colors.  The Company sells its synthetic and natural colors to domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, cosmetics and pharmaceuticals.  The Company also makes inkjet inks and other high purity organic dyes used in a wide variety of non-food applications. 

              The Color Group operates principally through the Company’s subsidiary, Sensient Colors Inc., which has its principal manufacturing plants in Missouri, California, New Jersey, Ohio, Pennsylvania, Canada, Mexico, France, Germany, Hungary, Italy, Switzerland and the United Kingdom.

              The Color Group operates or plans to operate under the following trade names:

• Sensient Food Colors (food and beverage colors);

• Sensient Pharmaceutical Technologies (pharmaceutical colors and coatings);

• Sensient Imaging Technologies (inkjet inks and specialty dyes and chemicals used for display imaging and specialized printing applications);

• Sensient Paper Colors (paper dyes and colorants);

• Sensient Industrial Colors (technical colors used for various industrial applications, such as plastics, leather, wood stains and antifreeze); and

• Sensient Cosmetic Technologies (cosmetic colors and ingredients, a business which is currently known as LCW).

              The Company believes that its advanced process technology, state-of-the-art laboratory facilities and equipment, and a complete range of synthetic and natural color products constitute the basis for its market leadership position. 

              Strategic acquisitions continue to enhance product and process technology synergies, as well as increasing the Color Group’s international presence.  As noted above, in September 2002, the Company acquired the business of Cardre Inc., which expanded the Company’s technology and product offerings in cosmetic color systems.  The acquisitions of ECS Specialty Inks and Dyes in March 2002 and SynTec GmbH in January 2002 have provided a strategic base for the Company’s growing technical colors business in Europe. 

              In December 2001, the Company acquired the industrial dye business of Crompton Colors Incorporated, and in so doing expanded its industrial and paper colors businesses.  In November 2001, the Company acquired

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Kimberly-Clark Printing Technology (also known as Formulabs), a manufacturer of specialty inks for inkjet inks and industrial applications.

              In January 2000, the Company expanded its European color business by acquiring Dr. Marcus GmbH, a leading manufacturer of natural colors located near Hamburg, Germany.  Also during that month, the Company completed the acquisition of Monarch Food Colors, a manufacturer of colors for the food, pharmaceutical and cosmetic industries located in High Ridge, Missouri. 

              In August 1999, the Company acquired certain assets of Nino Fornaciari fu Riccardo SNC, an Italian producer of natural colors for the food and beverage industries.  This acquisition, together with the purchase of Italian natural color producer Reggiana Antociani S.R.L. in September 1998, strengthened the Company’s offerings in natural colors, the fastest growing segment of the worldwide food colors market.

              In April 1999, the Company acquired Pointing Holdings Limited, a manufacturer of food colors located in the United Kingdom.  The Pointing international color business significantly strengthened the Company’s worldwide color capabilities.  In February 1999, the Company grew its cosmetics business through the purchase of Les Colorants Wackherr, a Paris, France-based producer of colors for major cosmetics houses throughout Europe, Asia and North America. Also during that month, the Company further developed its natural colors offerings by acquiring certain assets of Quimica Universal, a Peruvian producer of carminic acid and annatto, natural colors used in food and other applications.

              The Company became a supplier of inkjet inks for the inkjet printer market with the acquisition of Tricon Colors in 1997.  Also in 1997, the Company strengthened its presence in Latin America by acquiring certain assets of the food color business of Pyosa, S.A. de C.V., located in Monterrey, Mexico.

Asia Pacific Division

              The Asia Pacific Division focuses on marketing the Company’s diverse product line in the Pacific Rim under one name. Through its Asia Pacific Division, the Company offers a full range of products from its Flavors & Fragrances Group and Color Group, as well as products developed by regional technical teams to appeal to local preferences. Sales, marketing and technical functions are managed through the Asia Pacific Division’s headquarters in Singapore. Manufacturing operations are located in Australia, China, New Zealand, and the Philippines.

              In 2001, the Asia Pacific Division incorporated Sensient India Private Limited and opened a new sales office in Mumbai, India.  Additional sales offices are located in Australia, China, Hong Kong, Japan and Thailand.  

Research and Development/Quality Assurance

              The development of specialized products and services is a complex technical process calling upon the combined knowledge and talents of the Company’s research, development and quality assurance personnel. The Company believes that its competitive advantage lies in its ability to work with its customers to develop and deliver high-performance products that address the distinct needs of those customers.

              The Company’s research, development and quality assurance personnel make significant contributions toward improving existing products and developing new products tailored to customer needs, while providing on-going technical support and know-how to the Company’s manufacturing activities. As of December 31, 2002, the Company employed approximately 481 people in research, development and quality assurance.

              Expenditures for research and development related to continuing operations in calendar year 2002 were $21,195,000, compared with $16,705,000 in the year ended December 31, 2001, and $18,294,000 in the year ended December 31, 2000. 

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              As part of its commitment to quality as a competitive advantage, the Company has undertaken efforts to achieve certification under the requirements established by the International Organization for Standardization in Geneva, Switzerland, through its ISO 9000 series of quality standards. Sites currently certified include Flavors & Fragrances Group plants in the United States, Spain, Italy, Mexico, Belgium, Germany, the United Kingdom, Canada, the Netherlands and France, and Color Group plants in the United States, Mexico and the United Kingdom.

Products and Application Activities

              The Company’s strategic focus is on the manufacture and marketing of high-performance components that bring life to products.  Accordingly, the Company devotes considerable attention and resources to the development of product applications and processing improvements to support its customers’ numerous new and reformulated products.  Many of the proprietary processes and formulae developed by the Company are maintained as trade secrets and under secrecy agreements with customers.

              Lower calorie ingredients and sweeteners for dairy, food and beverage applications are subjects of development activity for the Flavors & Fragrances Group.  Formulations for functional and textured beverages and flavors for snack and main meal items offer opportunities as well.  Development of savory flavors accelerated with the integration of the Company’s BioProducts Division in 1998 and the Dehydrated Products Division in 2000.  The development of yeast derivatives and other specialty ingredients also provides growth opportunities in bionutrients and biotechnology markets, such as pharmaceuticals, vitamins, vaccines and bioremediation.

              The natural food color market is an important target for the Color Group.  The acquisitions of Reggiana, Forniciari and Dr. Marcus (as previously discussed) have provided new technologies in the extraction and purification of natural colors and have enabled rapid growth in the beverage, dairy and snack food segments.  Recent expansion of the Color Group’s purification technology will also open further opportunities in the inkjet ink market. 

Raw Materials

              The Company uses a wide range of raw materials in producing its products. Chemicals used to produce certified colors are obtained from several domestic and foreign suppliers. Raw materials for natural colors, such as carmine, beta-carotene, annatto and turmeric, are purchased from overseas and U.S. sources. In the production of flavors and fragrances, the principal raw materials include essential oils, aroma chemicals, botanicals, fruits and juices, and are primarily obtained from local vendors. Flavor enhancers and secondary flavors are produced from yeast and vegetable materials such as corn and soybeans.  Chili peppers, onion, garlic and other vegetables are acquired under annual contracts with numerous growers in the western United States and Europe.

              The Company believes that alternate sources of materials are available to enable it to maintain its competitive position in the event of an interruption in the supply of raw materials from a single supplier.

Competition

              All Company products are sold in highly competitive markets. While no single factor is determinative, the Company’s competitive position is based principally on process and applications expertise, quality, technological advances resulting from its research and development, and customer service and support. Because of its highly differentiated products, the Company competes with only a few companies across multiple product lines, and is more likely to encounter competition specific to an individual product.

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• Flavors and Fragrances. Competition to supply the flavors and fragrances industries has taken on an increasingly global nature. Most of the Company’s customers do not buy their entire flavor and/or fragrance products from a single supplier and the Company does not compete with a single company in all product categories. Competition for the supply of flavors and fragrances is based on the development of customized ingredients for new and reformulated customer products, as well as on quality, customer service and price.  Competition to supply dehydrated vegetable products is present through several large and small domestic competitors, as well as competitors in other countries.  Competition for the supply of dehydrated vegetables is based principally on product quality, customer service and price.

• Color.  Competition in the color market is diverse, with the majority of the Company’s competitors specializing in either synthetic dyes or natural colors.  The Company believes that it gains a competitive advantage as the only major basic manufacturer of a full range of color products, including synthetic dyes and pigments as well as natural colors. Competition in the supply of inkjet inks is based principally upon price, quality and service, as well as product development and technical capabilities. The Company competes against two main domestic competitors in supplying inkjet inks and believes it gains an advantage as a low cost, high quality supplier.

• Asia Pacific. Because of the broad array of products available to customers of the Asia Pacific Division, the Company is able to offer a wider product base than many of its competitors. Competition is based upon reliability in product quality, service and price as well as technical support available to customers.

Foreign Operations

              The information appearing under the heading “Geographic Information” in Note 12 to the Consolidated Financial Statements of the Company, which appears on page 44 of the Company’s 2002 Annual Report to Shareholders, is incorporated herein by reference.

Patents, Formulae and Trademarks

              The Company owns or controls many patents, formulae and trademarks related to its businesses. The businesses are not materially dependent upon patent or trademark protection; however, trademarks, patents and formulae are important for the continued consistent growth of the Company.

Employees

              As of December 31, 2002, the Company employed 3,572 persons worldwide.

Regulation

              Compliance with government provisions regulating discharges into the environment, or otherwise relating to the protection of the environment, did not have a material adverse effect on the Company’s operations for the year covered by this report. Compliance is not expected to have a material adverse effect in the succeeding two years as well. The production, packaging, labeling and distribution of certain of the products of the Company are subject to the regulations of various federal, state and local governmental agencies, in particular the U.S. Food & Drug Administration.

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Item 2.   Properties

              The following table sets forth information as to the principal properties of the Company and its subsidiaries.  All properties are owned except as otherwise indicated below.  All facilities are considered to be in good condition and suitable for the Company’s requirements.

LOCATION		GROUP/DIVISION	FUNCTION
UNITED STATES
California
	Escondido	Color	Sales and R&D/inkjet products and specialty inks
	Greenfield	Flavors & Fragrances	Production/dehydrated flavors
	Livingston (2)	Flavors & Fragrances	Production and R&D/dehydrated flavors
	Turlock	Flavors & Fragrances	Production, R&D and sales/dehydrated flavors
Illinois
	Amboy	Flavors & Fragrances	Production/ingredients and flavors
Indiana
	Indianapolis (2)	Flavors & Fragrances	Production, sales and R&D/flavors
Michigan
	Harbor Beach	Flavors & Fragrances	Production/flavors and flavor enhancers
Missouri
	St. Louis (2)*	Color	Production, R&D and sales/natural and synthetic colors
	St. Louis*	Flavors & Fragrances	Distribution/flavors
New Jersey
	Elmwood Park	Color	Production and sales/colors, dyes and inkjet products
	South Plainfield (3) **	Color	Production and sales/cosmetic and pharmaceutical colors and ingredients
North Carolina
	Charlotte*	Color	Sales/technical dyes for non-food applications
Ohio
	Fairfield	Flavors & Fragrances	Production/flavors
	Piqua	Color	Production/specialty inks
Pennsylvania
	Birdsboro	Color	Production and research and development/technical dyes for non-food applications
Wisconsin
	Juneau	Flavors & Fragrances	Production/flavor enhancers and extracts
	Milwaukee*	Headquarters	Administrative offices

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LOCATION		GROUP/DIVISION	FUNCTION
INTERNATIONAL
Argentina
	Buenos Aires*	Color	Sales/natural and synthetic colors
Australia
	Keysborough	Asia Pacific	Production, research and development and sales/colors and flavors
	Sydney*	Asia Pacific	Sales
Belgium
	Brussels*	Flavors & Fragrances	Production and sales/natural health ingredients
	Heverlee	Flavors & Fragrances	Production and sales/ingredients and flavors
Brazil
	São Paulo*	Color	Sales/natural and synthetic colors
Canada
	Cornwall, Ontario	Flavors & Fragrances	Production/flavor enhancers and extracts
	Delta, British Columbia	Flavors & Fragrances	Production/ingredients and flavors
	Kingston, Ontario	Color	Sales/natural and synthetic colors
	Mississauga, Ontario	Flavors & Fragrances	R&D and sales/flavors
	Rexdale, Ontario (2)*	Flavors & Fragrances	Production/ingredients and flavors
	Tara, Ontario	Flavors & Fragrances	Production/ingredients and flavors
China
	Beijing*	Asia Pacific	Sales/colors and flavors
	Guangzhou*	Asia Pacific	Production, R&D and sales/colors and flavors
	Hong Kong*	Asia Pacific	Sales/colors and flavors
	Shanghai*	Asia Pacific	R&D and sales/colors and flavors
Czech Republic
	Prague*	Color	Sales/natural and synthetic colors
England
	Kings Lynn (2)*	Color	Production, R&D and sales/synthetic and natural colors and dyes
	Milton Keynes	Flavors & Fragrances	Production and sales/flavors and extracts
France
	Montigny Le Bretonneux*	Flavors & Fragrances	R&D and sales/flavors
	Marchais	Flavors & Fragrances	Production/dehydrated flavors
	Saint-Denis*	Color	Sales/colors
	Saint Ouen L’Aumone*	Color	Production, R&D and sales/cosmetic colors and ingredients
	Strasbourg	Flavors & Fragrances	Production and sales/flavor enhancers and extracts

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LOCATION		GROUP/DIVISION	FUNCTION
INTERNATIONAL (Continued)
Germany
	Bremen (3)*	Flavors & Fragrances	Production and sales/flavors, flavored products and essential oils
	Geesthacht	Color	Production, R&D and sales/natural and synthetic colors
	Wolfen	Color	Production, R&D and sales/specialty dyes and chemicals
Hungary
	Budapest	Color	Production/natural and synthetic colors
India
	Mumbai*	Asia Pacific	R&D and sales/colors and flavors
Italy
	Milan	Flavors & Fragrances	Production, R&D and sales/flavors
	Reggio Emilia (2)	Color	Production and sales/natural colors
Japan
	Osaka*	Asia Pacific	Sales/colors and flavors
	Ibaragi	Asia Pacific	Production, R&D and sales/colors and flavors
	Yokohoma*	Asia Pacific	Sales/colors and flavors
Mexico
	Celaya	Flavors & Fragrances	Production and sales/flavor enhancers and extracts
	Lerma	Color	Production, R&D and sales/synthetic and natural colors
	Tijuana*	Color	Production/inkjet inks and specialty inks
	Tlalnepantla (2)*	Flavors & Fragrances	Production, R&D, distribution  and sales/ingredients, flavors and fragrances
The Netherlands
	Amersfoort*	Color	Sales/natural and synthetic colors
	Elburg	Flavors & Fragrances	Production/dehydrated flavors
	Naarden	Flavors & Fragrances	Sales/dehydrated and other flavors
New Zealand
	Auckland	Asia Pacific	Production/flavors
Philippines
	Manila*	Asia Pacific	Production, R&D and sales/flavors, fragrances cosmetic ingredients and color blending
Poland
	Warszawa*	Color	Sales/natural and synthetic colors
Romania
	Morazia*	Color	Sales/natural and synthetic colors
Singapore
	Singapore*	Asia Pacific	R&D and sales/colors and flavors

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LOCATION		GROUP/DIVISION	FUNCTION
INTERNATIONAL (Continued)
South Africa
	Johannesburg*	Color	Production and sales/natural and synthetic colors
Spain
	Barcelona*	Flavors & Fragrances	Sales/flavors
	Granada	Flavors & Fragrances	Production, research and development and sales/fragrances and aromatic chemicals
Sweden
	Kristianstad*	Flavors & Fragrances	Sales/flavors
Switzerland
	Morges*	Color	Production, R&D and sales/ technical colors
Thailand
	Bangkok*	Asia Pacific	R&D and sales/colors and flavors
Wales
	Ceredigion	Flavors & Fragrances	Production, R&D and sales/flavors and flavor enhancers

*Indicates one leased property at the location.
**Indicates two leased properties at the location.

Item 3.   Legal Proceedings

              The Company is a party to various legal proceedings related to its business. The Company believes that adverse decisions in these proceedings would not, individually or in the aggregate, subject the Company to damages of a material amount.

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

              There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2002.

Executive Officers of the Registrant

              The executive officers of the Company and their ages as of March 1, 2003 are as follows:

Name	Age	Position
Kenneth P. Manning	61	Chairman, President and Chief Executive Officer
Richard Carney	52	Vice President - Administration
John L. Hammond	56	Vice President, Secretary and General Counsel
Richard F. Hobbs	55	Vice President, Chief Financial Officer and Treasurer
Johannes Kleppers	46	President - Flavors & Fragrances Group
Richard J. Malin	36	Assistant Treasurer
Thomas J. O’Brien	44	President - Color Group
Ralph G. Pickles	56	President - Asia Pacific Division
Stephen J. Rolfs	38	Vice President, Controller and Chief Accounting Officer
Dr. Ho-Seung Yang	55	Vice President - Technologies

12

              The Company has employed all of the individuals named above for at least the past five years, except Messrs. Kleppers and O’Brien.

              Mr. Kleppers joined the Company in June 2000 as General Manager of the Company’s United Kingdom flavors business.  In January 2001, Mr. Kleppers became General Manager of the Company’s European flavors and fragrances business, and in September 2001, Mr. Kleppers was appointed as President of the Company’s Flavors & Fragrances Group.  Prior to joining the Company, Mr. Kleppers had been Vice President, Flavors and Fragrances Europe, for Bush Boake Allen Ltd. since January 1996.

              Mr. O’Brien joined the Company in April 2002 as Vice President and General Manager of the Company’s Color Group Technical Dyes business.  He was promoted to President of the Color Group on June 1, 2002.  Prior to joining the Company, Mr. O’Brien served since 1989 in a variety of executive and managerial positions with Sun Chemical Corporation.

PART II

Item 5.   Market for the Registrant’s Common Stock and Related Stockholder Matters

              The only market in which the common stock of the Company is traded is the New York Stock Exchange. The range of the high and low sales prices as quoted in the New York Stock Exchange - Composite Transaction tape for the common stock of the Company and the amount of dividends declared for the fiscal years 2001 and 2002 appearing under “Common Stock Prices and Dividends” on page 47of the 2002 Annual Report to Shareholders are incorporated by reference.  In  2002, common stock dividends were paid on a quarterly basis, and it is expected that quarterly dividends will continue to be paid in the future.  

              On February 10, 2000, the Board of Directors established a share repurchase program that authorizes the Company to repurchase up to five million shares of the Company’s common stock.  As of March 10, 2003, 4,896,400 shares had been repurchased under this program.   On April 27, 2001, the Board of Directors authorized the repurchase of an additional five million shares.  As of March 10, 2003, no shares had been repurchased under this authorization.

              On June 25, 1998, the Board of Directors of the Company adopted a preferred stock shareholder rights plan, which is described in Note 7 to the Consolidated Financial Statements - “Shareholders’ Equity” on page 39 of the 2002 Annual Report to Shareholders, which is incorporated by reference.

              The number of shareholders of record on January 31, 2003 was 4,366.

              Information regarding the Company’s equity compensation plans appears in Item 12 of Part III of this annual report.

Item 6.   Selected Financial Data

              The selected financial data required by this item is incorporated by reference from the “Five Year Review” and the notes thereto on pages 48 and 49 of the 2002 Annual Report to Shareholders.

13

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

              The information required by this item is set forth under “Management’s Analysis of Operations and Financial Condition” on pages 21 through 27 of the 2002 Annual Report to Shareholders and is incorporated by reference.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

              The information required by this item is set forth under “Market Risk Factors” on pages 25 and 26 of the 2002 Annual Report to Shareholders and is incorporated by reference.

Item 8.   Financial Statements and Supplementary Data

              The financial statements and supplementary data required by this item are set forth on pages 28 through 45 of the 2002 Annual Report to Shareholders and are incorporated by reference.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

              None.

PART III

Item 10.  Directors and Executive Officers of the Registrant

              Information regarding directors and officers appearing under “Election of Directors” and  “Section 16(a) Beneficial Ownership Reporting Compliance” on pages two through five and page 19, respectively, of the Proxy Statement for the Annual Meeting of Shareholders of the Company dated March 21, 2003 (“Proxy Statement”), is incorporated by reference.  Additional information regarding executive officers appears at the end of Part I above.

Item 11.  Executive Compensation

              Information relating to compensation of directors and officers is incorporated by reference from “Director Compensation and Benefits” on page seven and eight of the Proxy Statement and “Executive Compensation” on pages 15 through 17 of the Proxy Statement.  Information relating to the Compensation and Development Committee of the Company’s Board of Directors is incorporated by reference from the third paragraph on page six of the Proxy Statement under the heading “Committees of the Board of Directors.”

Item 12.  Security Ownership of Certain Beneficial Owners and Management

              The discussion of securities ownership of certain beneficial owners and management appearing under “Principal Shareholders” on pages 11 and 12 of the Proxy Statement is incorporated by reference.

14

Equity Compensation Plan Information

              The following table sets forth information as of December 31, 2002 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
		(a)		(b)			(c)
Equity compensation plans approved by the Company’s stock holders		2,928,351	$	19.88	(1)		3,168,224	(2)
Equity compensation plans not approved by the Company’s stock holders (3)		—		—			27,000	(3)
Total		2,928,351		—			3,195,224

(1)	Excludes deferred shares, which have no exercise price.
(2)	Includes the following: (i) up to 218,046 shares that may be issued in the form of restricted stock under the Company’s 1994 Employee Stock Plan; (ii) up to 164,804 shares that may be issued in the form of restricted stock under the Company’s 1998 Employee Stock Plan; (iii) up to 600,000 shares that may be issued in the form of restricted stock under the Company’s 2002 Stock Option Plan; and (iv) up to 195,374 shares of deferred stock issuable under the 1999 Amended and Restated Directors Deferred Compensation Plan.
(3)	Refers to shares of restricted stock that may be issued under the Sensient Technologies Corporation 2002 Non-Employee Directors Stock Plan (the “Plan”), a copy of which was filed as Exhibit 10.1(w) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.  The following summary of the material features of the Plan is qualified in its entirety by reference to the full text of the plan.
	The Plan provides generally that each person who is a Non-Employee Director of the Company immediately following the Annual Meeting of Shareholders of the Company will, without further action by

15

the Board or the Nominating Committee of the Board, receive 300 shares of common stock.  (Directors who participate in the Plan are referred to as “Participants.”)  The term “Non-Employee Director” is defined in the Plan with reference to Rule 16b-3 of the Securities Exchange Act of 1934, and generally includes directors who are neither officers nor employees of the Company and are not involved in specified business or professional relationships with the Company.

          The shares will not be transferable and will be subject to automatic forfeiture only in the event the participant is removed from the Board for cause before the shares are vested.  The transfer restriction and the for cause forfeiture provision will lapse, and the shares will vest, with respect to one-third of the shares of common stock on the date of each of the following three annual meetings of stockholders, if the participant continuously serves as a member of the Board until such annual meeting date.  (The period until the transfer restriction and the forfeiture provision on the shares lapses is referred to below as the “Period of Restriction”).

          If a participant ceases to serve as a Non-Employee Director of the Company due to death, disability, voluntary retirement or retirement required under any mandatory policy of the Company then in effect, or for any other reason other than removal of the participant from the Board for cause, the Period of Restriction will immediately lapse.

          If a participant ceases to serve as a Non-Employee Director of the Company due to removal from the Board for cause in accordance with the procedures for certain bad acts of the participant, any shares of common stock with respect to which the Period of Restriction has not yet lapsed will be immediately and automatically forfeited to the Company.

          In the event of a Change of Control (as defined in the Plan), the Period of Restriction will lapse immediately prior to the consummation of the transaction constituting the Change of Control.

          During the Period of Restriction, participants holding shares of common stock granted under the Plan may exercise full voting rights and will be entitled to receive all dividends and other distributions paid in respect of those shares.  If any dividends or distributions are paid in shares of common stock, the shares will be subject to the same restrictions on transferability as the shares of common stock in respect of which they were paid.

          Up to 30,000 shares of common stock were initially available for issuance under the Plan.  The aggregate number of shares of common stock reserved and available for issuance is subject to adjustment in the event of any stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, split-up, exchange of shares or other similar corporate change which affects the total number of shares outstanding.

          The Plan is administered by the Nominating and Corporate Governance Committee of the Board of Directors.  The Plan will remain in effect until all common stock subject to it has been acquired, unless terminated earlier by the Board.  The Board may at any time amend, alter, suspend, discontinue or terminate the Plan.

Item 13.   Certain Relationships and Related Transactions

              There are no family relationships between any of the directors or director nominees and the officers of the Company, nor any arrangement or understanding between any director or officer or any other person pursuant to

16

which any of the nominees has been nominated.  No director, nominee for director or officer had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary during the period January 1, 2002 through December 31, 2002, or in any such proposed transaction, except as described under “Certain Relationships and Related Transactions on page 19 of the Proxy Statement, which is incorporated by reference herein. In the ordinary course of business, the Company may engage in business transactions with companies whose officers or directors are also directors of the Company. These transactions are routine in nature and are conducted on an arm’s-length basis. The terms of any such transactions are comparable at all times to those obtainable in business transactions with unrelated persons.

Item 14.   Controls and Procedures

              The Company maintains a system of disclosure controls and procedures that is designed to assure that information, which is required to be disclosed by the Company, is accumulated and communicated to management in a timely manner.  Management has reviewed this system of disclosure controls and procedures within 90 days of the date hereof, and has concluded that the current system of controls and procedures is effective.

              The Company maintains a system of internal controls and procedures for financial reporting.  Since the date of management’s most recent evaluation, there were no significant changes in internal controls or in other factors that could significantly affect internal controls.

PART IV

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents filed:
1. and 2:	Financial Statements and Financial Statement Schedules.  See below for “List of Financial Statements and Financial Statement Schedules.”
3. Exhibits:	See Exhibit Index following this report.  With the exceptions of Exhibits 4.2 and 4.3, no other instruments defining the rights of holders of long- term debt of the Company and its consolidated subsidiaries are filed herewith because no other debt instrument authorizes securities exceeding 10% of the total consolidated assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.
(b)	No reports on Form 8-K were filed during the last quarter of 2002.

List of Financial Statements and Financial Statement Schedules

		Page Reference in 2002 Annual Report To Shareholders
1.  Financial Statements
	The following consolidated financial statements of Sensient Technologies Corporation and subsidiaries are incorporated by reference from the Annual Report to Shareholders for the year ended December 31, 2002:
	Independent Auditors’ Report	46
	Consolidated Balance Sheets-December 31, 2002 and 2001	29
	Consolidated Statements of Earnings - Years ended December 31, 2002, 2001 and 2000	28
	Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2002, 2001 and 2000	30-31
	Consolidated Statements of Cash Flows-Years ended December 31, 2002, 2001 and 2000	32
	Notes to Consolidated Financial Statements	33-45

17

		Page Reference in Form 10-K
2.  Financial Statement Schedules
	Independent Auditors’ Report	18
	Schedule II - Valuation and Qualifying Accounts and Reserves	18

All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.

Independent Auditors’ Report

To the Shareholders and Board of Directors
of Sensient Technologies Corporation:

We have audited the consolidated financial statements of Sensient Technologies Corporation and subsidiaries (the “Company”) as of December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002, and have issued our report thereon dated February 13, 2003, which report includes an explanatory paragraph as to the adoption in 2002 of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” and the change in accounting in 2000 of amortizing unrecognized net gains and losses related to the Company’s obligation for postretirement benefits.  Such consolidated financial statements and report are included in your 2002 Annual Report to Shareholders and are incorporated herein by reference.  Our audits also included the consolidated financial statement schedule of Sensient Technologies Corporation, listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 13, 2003

Schedule II
Valuation and Qualifying Accounts (in thousands); Years 2002, 2001, 2000

Valuation Accounts Deducted in the Balance Sheet From the Assets To Which They Apply			Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Recorded During Acquisitions		Deductions (A)		Balance At End of Period
2000
Allowance for Losses:
	Trade accounts receivable	$	4,051	$	826	$	—	$	2,029	$	2,848
2001
Allowance for losses:
	Trade accounts receivable	$	2,848	$	782	$	1,049	$	619	$	4,060
2002
Allowance for losses:
	Trade accounts receivable	$	4,060	$	1,294	$	252	$	721	$	4,885
(A)  Accounts written off, less recoveries and reclassification of net assets held for sale in 2000.

18

SIGNATURES

              Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SENSIENT TECHNOLOGIES CORPORATION
	By:	/s/ JOHN L. HAMMOND
		John L. Hammond Vice President, Secretary & General Counsel
Dated: March 27, 2003

              Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 27, 2003, by the following persons on behalf of the Registrant and in the capacities indicated.

/s/ KENNETH P. MANNING

Kenneth P. Manning
Chairman of the Board, President and
Chief Executive Officer

/s/ RICHARD F. HOBBS

Richard F. Hobbs
Vice President, Chief Financial Officer and
Treasurer

/s/ RICHARD A. ABDOO

Richard A. Abdoo
Director

/s/ MICHAEL E. BATTEN

Michael E. Batten
Director

/s/ JOHN F. BERGSTROM

John F. Bergstrom
Director

/s/ FERGUS M. CLYDESDALE

Fergus M. Clydesdale
Director

/s/ JAMES A.D. CROFT

James A.D. Croft
Director

/s/ ALBERTO FERNANDEZ

Alberto Fernandez
Director

/s/ JAMES L. FORBES

James L. Forbes
Director

/s/ WILLIAM V. HICKEY

William V. Hickey
Director

/s/ ROBERT J. O’TOOLE

Robert J. O’Toole
Director

/s/ ESSIE WHITELAW

Essie Whitelaw
Director

19

CERTIFICATIONS

I, Kenneth P. Manning, certify that:

1.	I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent  evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors  (or persons performing the  equivalent function):
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 27, 2003
By:	/s/ KENNETH P. MANNING
	Kenneth P. Manning, Chairman, President and Chief Executive Officer

20

I, Richard F. Hobbs, certify that:

1.	I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6.	The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 27, 2003
By:	/s/ RICHARD F. HOBBS
	Richard F. Hobbs, Vice President, Chief Financial Officer and Treasurer

21

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
3.1	Amended and Restated Articles of Incorporation adopted January 21, 1999 as amended as of April 26, 2001	Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File No.1-7626)
3.2	By-Laws of Sensient Technologies Corporation		X
4.1	Rights Agreement, dated as of August 6, 1998 between Registrant and Firstar Trust Company	Exhibit 1.1 to Registration Statement on Form 8-A dated July 20, 1998 (Commission File No. 1-7626)
4.1(1)	Amendment dated as of November 6, 2000, to the Rights Agreement dated as of August 6, 1998, between Registrant and Wells Fargo Bank Minnesota, N.A. (as Successor to Firstar Trust Company), as Rights Agent	Exhibit 4.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 (Commission File No. 1-7626)
4.2	Indenture dated as of November 9, 1998 between Registrant and The First National Bank of Chicago, as Trustee	Exhibit 4.1 to Registration Statement on Form S-3 dated November 9, 1998 (Commission File No. 333-67015)
4.3	Note Purchase Agreement dated as of November 29, 2001, between the Registrant and Various Lenders	Exhibit 4.3 to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)
10	Material Contracts
10.1	Management Contracts or Compensatory Plans
10.1(a)	Executive Employment Contract between Registrant and Kenneth P. Manning dated November 11, 1999	Exhibit 10.2(a) to Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (Commission File No. 1-7626)

E-1

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
10.1(b)	Form of Amended and Restated Change of Control Employment and Severance Agreement for Executive Officers	Exhibit 10.1(b) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)
10.1(c)	Sensient Technologies Corporation 2002 Non-Employee Directors Stock Plan	Exhibit 10.1(w) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)
10.1(d)	Universal Foods Corporation 1990 Employee Stock Plan, as amended September 10, 1998	Exhibit 10.2(d) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(d)(1)	Amendment of 1990 Employee Stock Plan dated as of November 6, 2000	Exhibit 10.1(d)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(e)	Universal Foods Corporation 1994 Employee Stock Plan, as amended September 10, 1998	Exhibit 10.2(f) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1 (e)(1)	Amendment of 1994 Employee Stock Plan dated as of November 6, 2000	Exhibit 10.1(e)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000  (Commission File No. 1-7626)
10.1(f)	Universal Foods Corporation 1998  Stock Option Plan, as amended September 10, 1998	Exhibit 10.2(h) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(f)(1)	Amendment of 1998 Employee Stock Plan dated as of November 6, 2000	Exhibit 10.1(f)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(g)	1999 Non-Employee Director Stock Option Plan	Appendix A to Definitive Proxy Statement filed on Schedule 14A on December 17, 1999. (Commission File No. 1-7626)

E-2

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
10.1(g)(1)	Amendment of 1999 Non-Employee Director Stock Option Plan dated as of November 6, 2000	Exhibit 10.1(g)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(h)	Sensient Technologies Corporation 2002 Stock Option Plan	Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 22, 2002
10.1(i)	Amended and Restated Directors Deferred Compensation Plan	Appendix B to Definitive Proxy Statement filed on Schedule 14A on December 17, 1999 (Commission File No. 1-7626)
10.1(i)(1)	Amendment No. 1 to the Directors Deferred Compensation Plan dated December 12, 2000	Exhibit 10.1(h)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10. 1(j)	Amended and Restated Management Income Deferral Plan, dated December 31, 2002		X
10.1(k)	Amended and Restated Executive Income Deferral Plan, dated December 31, 2002		X
10. 1(l)	Amended and Restated Sensient Technologies Corporation Rabbi Trust “A” Agreement  dated March 1, 2002 between the Registrant and Marshall & Ilsley Trust Company	Exhibit 10.1(k) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001
10.1(m)	Trust Agreement, including Changes upon Appointment of Successor Trustee dated as of February 1, 1998 between Registrant and Firstar Bank, Milwaukee, N.A. (“Rabbi Trust B”)	Exhibit 10.2(p) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(n)(1)	Amendment No. 1 to Rabbi Trust B dated January 1, 2000 between Registrant and Marshall & Ilsley Trust Company	Exhibit 10.1(m)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000  (Commission File No- 1-7626)

E-3

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
10.1(n)(2)	Changes upon Appointment of Successor Trustee for Rabbi Trust B dated as of January 1, 2000	Exhibit 10.1(m)(2) to Annual Report on Form 10-K for  the fiscal year ended December 31, 2000  (Commission File No. 1-7626)
10.1(o)	Trust Agreement, including Changes upon Appointment of Successor Trustee, dated as of February 1, 1998 between Registrant and Firstar Bank, Milwaukee N.A. (“Rabbi Trust C”)	Exhibit 10.2(q) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(o)(1)	Amendment No. 1 to Rabbi Trust C dated as of January 1, 2001 between Registrant and Marshall & Ilsley Trust Company	Exhibit 10.1(n)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(o)(2)	Changes upon Appointment of Successor Trustee for Rabbi Trust C dated as of January 1, 2001	Exhibit 10.1(n)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(p)	Incentive Compensation Plan for Elected Corporate Officers	Appendix C to Definitive Proxy Statement filed on Schedule 14A on December 17, 1999 (Commission File No. 1-7626)
10.1(p)(1)	Amendment No. 1 to the Incentive Compensation Plan for Elected Corporate Officers dated December 12, 2000	Exhibit 10.1(o)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(q)	Form of Management Incentive Plan for Group and Division Presidents	Exhibit 10.2 (s) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(q)(1)	Amendment No. 1 to the Management Incentive Plan for Group and Division Presidents dated December 12, 2000	Exhibit 10.1(p)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(r)	Form of Management Incentive Plan for  Corporate Management	Exhibit 10.2(t) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)

E-4

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
10.1(r)1)	Amendment No. 1 to Management Incentive Plan for Corporate Management dated December 12, 2000	Exhibit 10.1(q)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(s)	Form of Management Incentive Plan for Group and Division Management	Exhibit 10.2(u) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(s)(1)	Amendment No. 1 to Management Incentive Plan for Group and Division Management dated December 12, 2000	Exhibit 10.1(r)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(t)	Form of Agreement for Executive Officers (Supplemental Executive Retirement Plan A)	Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)
10.1(u)	Form of Agreement for Executive Officers  (Supplemental Executive Retirement Plan B)	Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-7626)
10.1(v)	Universal Foods Corporation Supplemental Benefit Plan, including Amendment No. 1 thereto dated September 10, 1998	Exhibit 10.2(w) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(v)(1)	Amendment No. 2 to Supplemental Benefit Plan dated December 12, 2000	Exhibit 10.1(u)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000  (Commission File No. 1-7626)
10.1(w)	Universal Foods Corporation Transition Retirement Plan, including Amendment No. 1 thereto, dated September 10, 1998	Exhibit 10.2(x) to Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (Commission File No. 1-7626)
10.1(w)(1)	Amendment No. 2 to the Transition Retirement Plan dated December 12, 2000	Exhibit 10.1(v)(1) to Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-7626)
10.1(w)(2)	Amendment No. 3 to the Transition Retirement Plan dated August 16, 2002		X

E-5

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
2002 ANNUAL REPORT ON FORM 10-K

Exhibit Number	Description	Incorporated by Reference From	Filed Herewith
10.1(w)(3)	Amendment No. 4 to the Transition Retirement Plan dated December 26, 2002		X
13.1	Portions of Annual Report to Shareholders for the year ending December 31, 2002 that are incorporated by reference		X
21	Subsidiaries of the Registrant		X
23	Consent of Deloitte & Touche LLP		X
99.1	Notice of Annual Meeting and Proxy Statement dated March 21, 2003. Except to the extent specifically incorporated by reference herein, the Proxy Statement shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K	Filed on Schedule 14A dated March 21, 2003 (Commission File No. 1-7626)
99.2	Certifications of Sensient’s Chairman, President and Chief Executive Officer and Vice President, Chief Financial Officer and Treasurer pursuant to 18 United States Code § 1350		X

E-6

EX-3.2

                                                                     EXHIBIT 3.2

                        SENSIENT TECHNOLOGIES CORPORATION
                          AMENDED AND RESTATED BY-LAWS

                                   1. OFFICES

     1.1   Business Offices. The principal office of the corporation in the
State of Wisconsin shall be located in the City of Milwaukee, County of
Milwaukee. The corporation may have such other offices, either within or without
the State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

     1.2   Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors.

                                 2. SHAREHOLDERS

     2.1   Annual Meeting. The date of the annual meeting of shareholders shall
be set by the Board of Directors each year for the third Thursday after the
first Friday of April, or on such other day as may be designated by the Board of
Directors, upon the recommendation of the Nominating and Corporate Governance
Committee, for the purpose of electing directors and transacting such other
business as may come before the meeting; provided, however, that any such other
date shall be not later than June 1. In fixing a meeting date for any annual
meeting of shareholders, the Board of Directors may consider such factors as it
deems relevant within the good faith exercise of its business judgment.

     2.2   Purposes of Annual Meeting. At an annual meeting of shareholders (an
"Annual Meeting"), only business properly brought before the meeting as provided
in this Section may be transacted. To be properly brought before an Annual
Meeting, business must be (i) brought before the meeting by or at the direction
of the Board of Directors, or (ii) otherwise properly brought before the meeting
by a shareholder of record where the shareholder has complied with the
requirements of this Section. To bring business before an Annual Meeting, a
shareholder must have given written notice thereof, either by personal delivery
or by United States certified mail, postage prepaid, to the Secretary of the
corporation, that is received by the Secretary not less than fifty (50) days in
advance of the third Thursday after the first Friday in the month of April next
following the last Annual Meeting held; provided that if the Annual Meeting of
shareholders is held earlier than the third Thursday after the first Friday in
the month of April, such notice must be given on or before the later of (x) the
date fifty (50) days prior to the earlier date of the Annual Meeting and (y) the
date ten (10) business days after the first public disclosure, which may include
any public filing with the Securities and Exchange Commission or a press release
to Dow Jones & Company or any similar service, of the earlier date of the Annual
Meeting. Any such notice shall set forth the following as to each matter the
shareholder proposes to bring before the Annual Meeting: (A) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and, if such business includes a
proposal to amend the Amended and Restated Articles of Incorporation or By-laws
of the corporation, the language of the proposed amendment; (B) the name and

                                       1



address, as they appear on the corporation's books, of the shareholder proposing
such business and the beneficial owner or owners, if any, on whose behalf the
business is proposed; (C) the class and number of shares of the corporation
which are beneficially owned by such shareholder and beneficial owner or owners;
(D) a representation that the shareholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business; and (E) any material interest
of the shareholder and beneficial owner or owners in such business and such
persons' reasons for conducting such business at the meeting. If the chairman of
the shareholders meeting shall determine that business was not properly brought
before the meeting and in accordance with the provisions of the By-laws, he or
she shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this
Section.

     2.3   Special Meetings.

           (a)   A special meeting of the shareholders of the corporation (a
"Special Meeting") may be called only by (i) the Chairman of the Board, (ii) the
Chief Executive Officer, or (iii) the Board of Directors, and shall be called by
the Chairman of the Board or the Chief Executive Officer upon the written
demand, in accordance with this Section 2.3, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast on any issue
proposed to be considered at the Special Meeting. Only such business shall be
conducted at a Special Meeting as shall have been described in the notice of
meeting sent to shareholders pursuant to Section 2.5 of these By-laws.

           (b)   To enable the corporation to determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten (10) days after the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors.
Any shareholder of record seeking to have shareholders demand a Special Meeting
shall, by written notice to the Secretary of the corporation, request the Board
of Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within ten (10) days after the date on which a valid request
to fix a Demand Record Date is received, adopt a resolution fixing the Demand
Record Date and shall make a public announcement of such Demand Record Date. If
no Demand Record Date has been fixed by the Board of Directors within ten (10)
days after the date on which such request is received by the Secretary, the
Demand Record Date shall be the tenth (10th) day after the first date on which a
valid written request to set a Demand Record Date is received by the Secretary.
To be valid, such written request shall set forth the purpose or purposes for
which the Special Meeting is to be held, shall be signed by one or
moreshareholders of record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such shareholder (or
proxy or other representative) and shall set forth all information about each
such shareholder and about the beneficial owner or owners, if any, on whose
behalf the request is made that would be required to be set forth in a
shareholder's notice described in Sections 2.2 and 3.9 of these By-laws.

           (c)   For a shareholder or shareholders to demand a Special Meeting,
a written

                                       2



demand or demands for a Special Meeting by the holders of record as of the
Demand Record Date of shares representing at least ten percent (10%) of all the
votes entitled to be cast on each issue proposed to be considered at the Special
Meeting must be delivered to the corporation. To be valid, each written demand
by a shareholder for a Special Meeting shall set forth the specific purpose or
purposes for which the Special Meeting is to be held (which purpose or purposes
shall be limited to the purpose or purposes set forth in the written request to
set a Demand Record Date received by the corporation pursuant to paragraph (b)
of this Section 2.3), shall be signed by one or more persons who as of the
Demand Record Date are shareholders of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of each such
shareholder (or proxy or other representative), shall set forth the name and
address, as they appear in the corporation's books, of each shareholder signing
such demand and the class or series and number of shares of the corporation
which are owned of record and beneficially by each such shareholder, shall be
sent to the Secretary by hand or by certified or registered mail, return receipt
requested, and shall be received by the Secretary within seventy (70) days after
the Demand Record Date.

           (d)   The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.3, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined herein), pursuant to which
each Soliciting Shareholder, jointly and severally, agrees to pay the
corporation's costs of holding the Special Meeting, including the costs of
preparing and mailing proxy materials for the corporation's own solicitation,
provided that if each of the resolutions introduced by any Soliciting
Shareholder at such meeting is adopted, and each of the individuals nominated by
or on behalf of any Soliciting Shareholder for election as director at such
meeting is elected, then the Soliciting Shareholders shall not be required to
pay such costs. For purposes of this paragraph (d) the following terms shall
have the meanings set forth below:

                 (i)    "Affiliate" shall have the meaning assigned to such term
                        in Rule 12b-2 promulgated under the Securities Exchange
                        Act of 1934, as amended (the "Exchange Act").

                 (ii)   "Participant" shall have the meaning assigned to such
                        term in Rule 14a-11 promulgated under the Exchange Act.

                 (iii)  "Person" shall mean any individual, firm, corporation,
                        partnership, joint venture, association, trust,
                        unincorporated organization or other entity.

                 (iv)   "Proxy" shall have the meaning assigned to such term in
                        Rule 14a-1 promulgated under the Exchange Act.

                 (v)    "Solicitation" shall have the meaning assigned to such
                        term in Rule 14a-11 promulgated under the Exchange Act.

                 (vi)   "Soliciting Shareholder" shall mean, with respect to any
                        Special Meeting demanded by a shareholder or
                        shareholders, any of the following Persons:

                        (A)  if the number of shareholders signing the demand or
                             demands

                                       3



                             of meeting delivered to the corporation pursuant to
                             paragraph (c) of this Section 2.3 is ten (10) or
                             fewer, each shareholder signing any such demand;

                        (B)  if the number of shareholders signing the demand or
                             demands of meeting delivered to the corporation
                             pursuant to paragraph (c) of this Section 2.3 is
                             more than ten (10), each Person who either (I) was
                             a Participant in any Solicitation of such demand or
                             demands or (II) at the time of the delivery to the
                             corporation of the documents described in paragraph
                             (c) of this Section 2.3, had engaged or intended to
                             engage in any Solicitation of Proxies for use at
                             such Special Meeting (other than a Solicitation of
                             Proxies on behalf of the corporation); or

                        (C)  any Affiliate of a Soliciting Shareholder, if a
                             majority of the directors of the corporation then
                             in office determine, reasonably and in good faith,
                             that such Affiliate should be required to sign the
                             written notice described in paragraph (c) of this
                             Section 2.3 and/or the written agreement described
                             in this paragraph (d) in order to prevent the
                             purposes of this Section 2.3 from being evaded.

           (e)   Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated by whichever of
the Chairman of the Board, the Chief Executive Officer or the Board of Directors
shall have called such meeting. In the case of any Special Meeting called by the
Chairman of the Board or the Chief Executive Officer upon the demand of
shareholders (a "Demand Special Meeting"), such meeting shall be held at such
hour and day as may be designated by the Board of Directors; provided, however,
that the date of any Demand Special Meeting shall be not more than seventy (70)
days after the Meeting Record Date (as defined in Section 2.6); and provided
further that in the event that the directors then in office fail to designate an
hour and date for a Demand Special Meeting within ten (10) days after the date
that valid written demands for such meeting by the holders of record as of the
Demand Record Date of shares representing at least ten percent (10%) of all the
votes entitled to be cast on each issue proposed to be considered at the special
meeting are delivered to the corporation (the "Delivery Date"), then such
meeting shall be held at 2:00 P.M. local time on the one hundredth (100th) day
after the Delivery Date, or if such one hundredth (100th) day is not a Business
Day (as defined below), on the first preceding Business Day. In fixing a meeting
date for any Special Meeting, the Chairman of the Board, the Chief Executive
Officer or the Board of Directors may consider such factors as he or it deems
relevant within the good faith exercise of his or its business judgment,
including, without limitation, the nature of the action proposed to be taken,
the facts and circumstances surrounding any demand for such meeting, and any
plan of the Board of Directors to call an Annual Meeting or a Special Meeting
for the conduct of related business.

           (f)   The corporation may engage independent inspectors of elections
to act as an agent of the corporation for the purpose of promptly performing a
ministerial review of the validity of any purported written demand or demands
for a Special Meeting received by the Secretary. For the purpose of permitting
the inspectors to perform such review, no purported demand shall be deemed to
have been delivered to the corporation until the earlier of (i) five (5)

                                       4



Business Days following receipt by the Secretary of such purported demand and
(ii) such date as the independent inspectors certify to the corporation that the
valid demands received by the Secretary represent at least ten percent (10%) of
all the votes entitled to be cast on each issue proposed to be considered at the
Special Meeting. Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board of Directors or any shareholder
shall not be entitled to contest the validity of any demand, whether during or
after such five (5) Business Day period, or to take any other action (including,
without limitation, the commencement, prosecution or defense of any litigation
with respect thereto).

           (g)   For purposes of these By-laws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking institutions in
the State of Wisconsin are authorized or obligated by law or executive order to
close.

     2.4   Place of Meeting. The Board of Directors, the Chairman of the Board
or the Chief Executive Officer may designate any place, either within or without
the State of Wisconsin, as the place of meeting for the Annual Meeting, any
Special Meeting or any postponement thereof. If the Board of Directors, the
Chairman of the Board or the Chief Executive Officer shall fail or neglect to
make such designation, the Secretary shall designate the place of such meeting.
If no designation is made, the place of meeting shall be the registered office
of the corporation in the State of Wisconsin. Any adjourned meeting may be
reconvened at any place designated by vote of the Board of Directors or by the
Chairman of the Board or the Chief Executive Officer.

     2.5   Notice of Meeting. The corporation shall send written or printed
notice stating the place, day and hour of any Annual Meeting or Special Meeting
not less than ten (10) days nor more than sixty (60) days before the date of
such meeting either personally or by mail to each shareholder of record entitled
to vote at such meeting and to other shareholders as may be required by law or
by the Amended and Restated Articles of Incorporation. In the event of any
Demand Special Meeting, such notice of meeting shall be sent not more than
thirty (30) days after the Delivery Date. If mailed, such notice of meeting
shall be addressed to the shareholder at the shareholder's address as it appears
on the corporation's record of shareholders. Unless otherwise required by law or
the Amended and Restated Articles of Incorporation, a notice of an Annual
Meeting need not include a description of the purpose for which the meeting is
called. In the case of any Special Meeting, (a) the notice of meeting shall
describe any business that the Board of Directors shall have theretofore
determined to bring before the meeting and (b) in the case of a Demand Special
Meeting, the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands received by the corporation in accordance
with Section 2.3 of these By-laws and (ii) shall contain all of the information
required in the notice received by the corporation in accordance with Section
2.3(b) of these By-laws. A shareholder's attendance at a meeting, in person or
by proxy, waives objection to the following: (A) lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting or
promptly upon arrival objects to holding the meeting or transacting business at
the meeting; and (B) consideration of a particular matter at the meeting that is
not within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

     2.6   Fixing of Certain Record Dates.

           (a)   The Board of Directors may fix a future date not less than ten
(10) days and not more than sixty (60) days prior to the date of any Annual
Meeting or Special Meeting as the

                                       5



record date for the determination of shareholders entitled to notice of, or to
vote at, such meeting (the "Meeting Record Date"). In the case of any Demand
Special Meeting, (i) the Meeting Record Date shall be not later than the
thirtieth (30th) day after the Delivery Date and (ii) if the Board of Directors
fails to fix the Meeting Record Date within thirty (30) days after the Delivery
Date, then the close of business on such thirtieth (30th) day shall be the
Meeting Record Date. The shareholders of record on the Meeting Record Date shall
be the shareholders entitled to notice of and to vote at the meeting. Except as
may be otherwise provided by law, a determination of shareholders entitled to
notice of or to vote at a meeting of shareholders is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date, which it shall do if the meeting is postponed or adjourned to a
date more than one hundred twenty (120) days after the date fixed for the
original meeting.

           (b)   The Board of Directors may fix a future date as the record date
for the determination of shareholders entitled to receive payment of any share
dividend or distribution. If no record date is so fixed by the Board of
Directors, the record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares) or a share dividend is the date
on which the Board of Directors authorized the distribution or share dividend,
as the case may be.

     2.7   Voting Lists. After a record date for a Special Meeting or Annual
Meeting has been fixed, the corporation shall prepare a list of the names of all
of the shareholders entitled to notice of the meeting. The list shall be
arranged by class or series of shares, if any, and show the address of and
number of shares held by each shareholder. Such list shall be available for
inspection by any shareholder, beginning two business days after notice of the
meeting is given for which the list was prepared and continuing to the date of
the meeting, at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held. The corporation
shall make the shareholders' list available at the meeting, and any shareholder
or his or her agent or attorney may inspect the list at any time during the
meeting or any adjournment thereof. Refusal or failure to prepare or make
available the shareholders' list shall not affect the validity of any action
taken at a meeting of shareholders.

     2.8   Quorum; Votes. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. If the corporation has only one class of stock
outstanding, such class shall constitute a separate voting group for purposes of
this Section 2.8. Except as otherwise provided in the Amended and Restated
Articles of Incorporation or the Wisconsin Business Corporation Law, a majority
of the votes entitled to be cast on the matter shall constitute a quorum of the
voting group for action on that matter. Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be
set for the adjourned meeting. If a quorum exists, except in the case of the
election of directors, action on a matter shall be approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the Amended and Restated Articles of Incorporation or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the Amended and Restated Articles of
Incorporation, each director shall be elected by a plurality of the votes cast
by the shares entitled to vote in the election of directors at a meeting at
which a quorum is present.

                                       6



     2.9   Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote his or her shares in person or by proxy. A shareholder may appoint
a proxy to vote or otherwise act for the shareholder by signing an appointment
form, either personally or by his or her attorney-in-fact. An appointment of a
proxy is effective when received by the Secretary or other officer or agent of
the corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form.

     2.10  Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are enlarged, limited, or denied by the Amended and Restated
Articles of Incorporation of the corporation or by the Wisconsin Business
Corporation Law.

     2.11  Subsidiary Shares. Shares held by another corporation, if a
sufficient number of shares entitled to elect a majority of the directors of
such other corporation is held directly or indirectly by the corporation, shall
not be entitled to vote at any meeting, but shares held in a fiduciary capacity
may be voted.

     2.12  Acceptance of Instruments Showing Shareholder Action. If the name
signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

           (a)   The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.

           (b)   The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

           (c)   The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

           (d)   The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

           (e)   Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.

                                       7



           The corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

     2.13  Conduct of Meeting. The Chairman of the Board, and in his or her
absence, any officer or director designated by the Chairman of the Board, and in
his or her absence, the Chief Executive Officer, and in his or her absence, the
President, and in his or her absence, a Vice President in the order provided
under Section 4.7 of these By-laws, and in their absence, any person chosen by
the shareholders present, shall call any Annual Meeting or Special Meeting to
order and shall act as Chairman of the Meeting, and the Secretary of the
corporation shall act as secretary of any meeting of the shareholders, but in
the absence of the Secretary, the Chairman of the Meeting may appoint any other
person to act as secretary of the meeting.

     2.14  Postponement; Adjournment.

           (a)   Any Annual Meeting or any Special Meeting called by the
Chairman of the Board, the Chief Executive Officer (other than a Demand Special
Meeting) or the Board of Directors may be postponed at any time or from time to
time after written notice of the meeting has been delivered to shareholders as
follows: (i) in the case of the Annual Meeting or a Special Meeting called by
the Board of Directors, by action of the Board of Directors or a duly authorized
committee thereof and (ii) in the case of a Special Meeting called by the
Chairman of the Board or the Chief Executive Officer, at the request of the
person calling the meeting and with the consent of the Board of Directors or a
duly authorized committee thereof. Any such postponement or postponements shall
be disclosed in any public filing with the Securities and Exchange Commission or
by means of a press release to Dow Jones & Company or any similar service
promptly following such postponement, and promptly thereafter written notice of
such postponement stating the place, day and hour to which the meeting was
postponed shall be delivered to each shareholder of record entitled to vote at
such meeting.

           (b)   A meeting of shareholders may be adjourned to a different date,
time or place from time to time, whether or not there is a quorum, (i) at any
time, upon a resolution of shareholders if the number of votes cast in favor of
such resolution exceed the number of votes cast against such resolution, or (ii)
by order of the chairman of the meeting, but only where such order is delivered
before any business is transacted at such meeting and such adjournment is for a
period of thirty (30) days or less. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally noticed. Any such adjournment or
adjournments pursuant to clause (i), if the new date, time and place of the
meeting are not announced at the meeting prior to adjournment or if a new record
date is or must be fixed for the meeting, or pursuant to clause (ii) shall be
disclosed in any public filing with the Securities and Exchange Commission or by
means of a press release to Dow Jones & Company or any similar service promptly
following such adjournment, and promptly thereafter written notice of such
adjournment stating the date, time and place to which the meeting was adjourned
shall be delivered to each shareholder of record entitled to vote at such
meeting, except that (except as may be otherwise required by law) no such
disclosure in filings, press releases or notices to shareholders shall be
required if an adjournment is for a period of forty-eight (48) hours or less.

                                       8



                              3. BOARD OF DIRECTORS

     3.1   General Powers. All corporate powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, its Board of Directors.

     3.2   Number, Tenure and Qualifications.

           (a)   The number of directors of the corporation shall be eleven
(11). No more than two (2) officers or employees of the corporation or any of
its subsidiaries shall simultaneously serve as directors of the corporation. The
directors shall be divided into three (3) classes with the first class to
consist of three (3) directors and the second and third classes to consist of
four (4) directors each. The term of office of those of the first class shall
expire at the Annual Meeting to be held in January, 1984, and of the second
class one year thereafter and of the third class, two years thereafter, and in
all cases, until their respective successors shall have been elected and
qualified. At the Annual Meetings following the initial election of directors by
classes, the successors to the class of directors whose term expires in that
year shall be elected for a term of three (3) years to succeed those whose terms
expire, so that the term of office of one class of directors shall expire in
each year, but, subject to the provisions of the By-laws of the corporation,
each director shall hold office for the term for which he or she is elected and
until his or her successor is elected and, if necessary, qualified or until
there is a decrease in the number of directors that takes effect upon or after
the expiration of the term for which he or she is elected.

           (b)   Directors need not be residents of the State of Wisconsin or
shareholders of the corporation. A director having attained age seventy (70)
shall automatically cease to be a director of the corporation effective as of
the Annual Meeting immediately following such director's seventieth (70th)
birthday. All directors who are also officers of the corporation shall
automatically cease to be directors of the corporation, effective as of his or
her date of termination of employment from the corporation, with the exception
of any corporate officer holding, or who has held the position of Chief
Executive Officer.

           (c)   A Chairman of the Board shall be elected by the Board of
Directors from among its members to preside at all meetings of the shareholders
and the Board of Directors. The Director, who need not be an employee of the
corporation, elected Chairman of the Board shall serve in such position for the
term of office as elected by the shareholders or the Board of Directors and
until his or her successor shall have been duly elected or until his or her
death or until resignation or removal in the manner hereinafter provided. The
Chairman of the Board, if an employee of the corporation, may be elected Chief
Executive Officer of the corporation by the Board of Directors. The Chairman of
the Board shall perform all duties incident to the office and such other duties
as may be prescribed by the Board of Directors from time to time.

           (d)   All directors of the corporation, who are not simultaneously
employed as officers by the corporation, shall be properly compensated and
reimbursed for their services as a director on the basis of an annual retainer,
meeting attendance fees and reasonable expenses incurred as a director as
established and approved annually by the Board of Directors upon the
recommendation of the Nominating and Corporate Governance Committee. Any
employee of the corporation, who is elected a director of the corporation, shall
not receive any compensation, expense reimbursement or participation in director
benefit programs for his or her services as a

                                       9



director of the corporation. A Chief Executive Officer, who retires from the
corporation prior to attaining age seventy (70) while serving as a director,
immediately becomes eligible for compensation, expense reimbursement and
director benefit program participation as a non-employee director effective as
of the individual's retirement date from the corporation.

     3.3   Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this By-law immediately after, and at the same
place as, the Annual Meeting of shareholders, and each adjourned session
thereof. The Board of Directors may, by resolution, provide the time and place,
either within or without the State of Wisconsin, for the holding of additional
regular meetings without other notice than such resolution.

     3.4   Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, Chief Executive
Officer or a majority of the number of directors fixed by Section 3.2. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them.

     3.5   Notice of Meetings. Except as otherwise provided in the Amended and
Restated Articles of Incorporation or the Wisconsin Business Corporation Law,
notice of the date, time and place of any special meeting of the Board of
Directors and of any special meeting of a committee of the Board of Directors
shall be given orally or in writing to each director or committee member at
least forty-eight (48) hours prior to the meeting, except that notice by mail
shall be given at least seventy-two (72) hours prior to the meeting. The notice
need not describe the purpose of the meeting.

     3.6   Quorum; Votes. One-third (1/3) of the number of directors fixed by
Section 3.2 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but though less than such quorum is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present shall be the act
of the Board of Directors, unless the act of a greater number is required by
law, by the Amended and Restated Articles of Incorporation or by these By-laws.

     3.7   Removal and Resignation. A director may be removed from office by the
affirmative vote of the holders of two-thirds (2/3) of the outstanding shares
entitled to vote taken at a meeting called for that purpose. A director may
resign at any time by delivering his written resignation to the Secretary of the
corporation or to the Chairman of the Board. A resignation is effective when the
notice is received unless the notice specifies a later effective date.

     3.8   Vacancies. Any vacancy occurring in the Board of Directors, including
a vacancy created by an increase in the number of directors, may be filled by
any of the following: (i) the shareholders, (ii) the Board of Directors or (iii)
if the directors remaining in office constitute fewer than a quorum of the Board
of Directors, the directors, by the affirmative vote of a majority of all
directors remaining in office; provided, however, that if the vacant office was
held by a director elected by a voting group of shareholders, only the holders
of shares of that voting group may vote to fill the vacancy if it is filled by
the shareholders, and only the remaining directors elected by that voting group
may vote to fill the vacancy if it is filled by the directors. The Directors so
elected shall hold office until the next succeeding election of the class for
which such director shall have been elected.

                                       10



     3.9  Nominations. Nominations for the election of directors may be made
only by the Board of Directors, by the Nominating and Corporate Governance
Committee of the Board of Directors (or, if none, any other committee serving a
similar function) or by any shareholder entitled to vote generally in elections
of directors where the shareholder complies with the requirements of this
Section. Any shareholder of record entitled to vote generally in elections of
directors may nominate one or more persons for election as directors at a
meeting of shareholders only if written notice of such shareholder's intent to
make such nomination or nominations has been given to the Secretary of the
corporation and is received by the Secretary (i) with respect to an election to
be held at an Annual Meeting, not more than ninety (90) days nor less than fifty
(50) days in advance of the third Thursday after the first Friday of the month
of April next following the last Annual Meeting held; provided, that if the
Annual Meeting is held earlier than the third Thursday after the first Friday of
the month of April, such notice must be given on or before the later of (x) the
date fifty (50) days prior to the earlier date of the Annual Meeting and (y) the
date ten (10) business days after the first public disclosure, which may include
any public filing with the Securities and Exchange Commission or a press release
to Dow Jones & Company or any similar service, of the earlier date of the Annual
Meeting, and (ii) with respect to an election to be held at a Special Meeting as
to which notice of such meeting states that it is to be held for the election of
directors, not earlier than ninety (90) days prior to such Special Meeting and
not later than the close of business on the later of (x) the tenth (10th)
business day following the date on which notice of such meeting is first given
to shareholders and (y) the fiftieth (50th) day prior to such Special Meeting.
Each such notice of a shareholder's intent to nominate a director or directors
at an Annual Meeting or Special Meeting shall set forth the following: (A) the
name and address, as they appear on the corporation's books, of the shareholder
who intends to make the nomination and of the beneficial owner or owners, if
any, on whose behalf the nomination is to be made and the name and residence
address of the person or persons to be nominated; (B) the class and number of
shares of the corporation which are beneficially owned by the shareholder and
beneficial owner or owners; (C) a representation that the shareholder is a
holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (D) a description of all arrangements
or understandings between the shareholder and/or beneficial owner or owners and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholders; (E) such other information regarding each nominee proposed by such
shareholder as would be required to be disclosed in solicitations of proxies for
election of directors, or would be otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, including
any information that would be required to be included in a proxy statement filed
pursuant to Regulation 14A had the nominee been nominated by the Board of
Directors; and (F) the written consent of each nominee to be named in a proxy
statement and to serve as a director of the corporation if so elected. No person
shall be eligible to serve as a director of the corporation unless nominated in
accordance with the procedures set forth in this By-law. If the chairman of the
shareholders meeting shall determine that a nomination was not made in
accordance with the procedures prescribed by the By-laws, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 3.9, a shareholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder with respect
to the matters set forth in this Section.

                                       11



     3.10  Compensation. The Board of Directors, irrespective of any personal
interest of any of its members, upon the recommendation of the Nominating and
Corporate Governance Committee, may establish compensation of all directors for
services to the corporation as directors, or may delegate such authority to an
appropriate committee.

     3.11  Presumption of Assent. A director of the corporation who is present
and is announced as present at a meeting of the Board of Directors or a
committee thereof of which he or she is a member at which action on any
corporate matter is taken assents to the action taken, unless any of the
following occurs: (i) the director objects at the beginning of the meeting or
promptly upon his or her arrival to the holding of the meeting or transacting
business at the meeting; (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting; (iii) the director
delivers written notice of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation immediately
after adjournment of the meeting; or (iv) the director dissents or abstains from
action taken, minutes of the meeting are prepared that fail to show the
director's dissent or abstention from the action taken and the director delivers
to the corporation a written notice of that failure that complies with Section
180.0141 of the Wisconsin Business Corporation Law promptly after receiving the
minutes. Such right to dissent or abstain shall not apply to a director who
voted in favor of such action.

     3.12  Committees of the Board of Directors.

           (a) Subject to the provisions of the Wisconsin Business Corporation
Law, there shall be those committees of the Board of Directors set forth in
Sections 3.13-3.18 of these By-laws, and the Board of Directors may from time to
time establish other committees including standing or special committees, which
shall have such duties and powers as are authorized by these By-laws or by the
Board of Directors; provided, however, that no committee shall do any of the
following: (i) authorize distributions; (ii) approve or propose to shareholders
action that the Wisconsin Business Corporation Law requires be approved by
shareholders; (iii) fill vacancies on the Board of Directors or, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members, on any of its committees; (iv) amend the corporation's Amended and
Restated Articles of Incorporation; (v) adopt, amend or repeal the corporation's
By-laws; (vi) approve a plan of merger not requiring shareholder approval; (vii)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee or the Chief
Executive Officer of the corporation to do so within limits prescribed by the
Board of Directors. In addition to the powers expressly enumerated in these
By-laws, the Board of Directors may, by resolution, at any time desirable, adopt
new powers and authority of any committee.

           (b) Committee members and the chairman of each committee, including
any alternates, shall be recommended by the Nominating and Corporate Governance
Committee and shall be appointed by the Board of Directors as provided in the
Wisconsin Business Corporation Law. Any member of any committee may be removed
at any time with or without cause by the Board of Directors. Vacancies which
occur in any committee may be filled by a resolution of the Board of Directors.
If any vacancy shall occur in any committee by reason of death, resignation,
disqualification, removal or otherwise, the remaining members of such committee,
so long as the

                                       12



committee has at least two (2) members and a quorum is present, may continue to
act until such vacancy is filled. The Board of Directors may, by resolution, at
any time deemed desirable, discontinue any standing or special committee,
subject to the requirements of the By-laws of the corporation. Members of
standing committees, and their chairmen, shall be appointed yearly at the
organizational meeting of the Board of Directors which is held immediately
following the Annual Meeting of shareholders. Members of committees may receive
such compensation for their services as the Board of Directors, upon the
recommendation of the Nominating and Corporate Governance Committee, may
determine.

     3.13  Executive Committee. There shall be an Executive Committee of the
Board of Directors. The Executive Committee shall consist of the Chief Executive
Officer of the corporation and not less than three (3) other directors. Subject
to the Wisconsin Business Corporation Law and Section 3.12 of these By-laws, the
Executive Committee shall have all of the powers of the Board of Directors in
the management and conduct of the business and affairs of the corporation in the
intervals between meetings of the Board of Directors, and shall report its
actions to the Board of Directors at its regular meetings.

     3.14  Audit Committee. There shall be an Audit Committee of the Board of
Directors. The purposes of the Committee are (1) to assist the Board of
Directors in overseeing (a) the quality and integrity of the corporation's
financial statements, (b) the qualifications and independence of the
corporation's independent auditor, (c) the performance of the corporation's
internal audit function and independent auditor, and (d) the corporation's
compliance with legal and regulatory requirements; (2) to prepare the report of
the Committee required to be included in the corporation's annual proxy
statement under the rules of the Securities and Exchange Commission.; and (3) to
perform the duties and responsibilities set forth below. The provisions of this
Section 3.14 shall constitute the Charter of the Audit Committee.

Membership

     1.    The Committee shall have at least three (3) members. Each member of
           the Committee shall satisfy the independence requirements relating to
           directors and audit committee members (a) of the New York Stock
           Exchange and (b) under Section 10A(m) of the Securities Exchange Act
           of 1934 (the "Exchange Act") and any related rules and exemptions
           promulgated thereunder by the Securities and Exchange Commission.

     2.    The members of the Committee shall be appointed by the Board of
           Directors on the recommendation of the Nominating and Corporate
           Governance Committee, which shall recommend for Committee membership
           such directors as it believes are qualified. Members of the Committee
           shall serve at the pleasure of the Board of Directors and for such
           term or terms as the Board of Directors may determine.

     3.    No director may serve as a member of the Committee if such director
           serves on the audit committee of more than two other public
           companies, unless the Board of Directors determines that such
           simultaneous service would not impair the ability of such director to
           effectively serve on the Committee.

     4.    Each member of the Committee shall be financially literate, as such
           qualification is interpreted by the Board of Directors in its
           business judgment, or must become

                                       13



           financially literate within a reasonable period of time after
           appointment to the Committee. At least one member of the Committee
           shall qualify as a financial expert, as such term is defined by the
           Securities and Exchange Commission pursuant to Section 407 of the
           Sarbanes-Oxley Act of 2002.

Structure and Operations

     5.    One of the members of the Committee will be designated by the Board
           of Directors to serve as the Committee chairperson. The affirmative
           vote of a majority of the members of the Committee is necessary for
           the adoption of any resolution. The Committee may create one or more
           subcommittees and may delegate, in its discretion, all or a portion
           of its duties and responsibilities to such subcommittees. The
           Committee may delegate to one or more designated members of the
           Committee the authority to grant pre-approvals of audit and non-audit
           services pursuant to Section 10A(i)(3) of the Exchange Act and any
           related rules promulgated thereunder by the Securities and Exchange
           Commission, which pre-approvals shall be presented to the full
           Committee at the next scheduled meeting.

     6.    The Committee shall have a regularly scheduled meeting at least once
           every fiscal quarter, at such times and places as shall be determined
           by the Committee chairperson, and may have such additional meetings
           as the Committee chairperson or any two (2) of the Committee's
           members deem necessary or desirable. The Committee may request (a)
           any officer or employee of the corporation, (b) the corporation's
           outside counsel or (c) the corporation's independent auditor to
           attend any meeting (or portions thereof) of the Committee, or to meet
           with any members of or consultants to the Committee, and to provide
           such information as the Committee deems necessary or desirable.

     7.    The Committee shall meet separately, periodically, with management,
           with the corporation's internal auditors (or other personnel
           responsible for the corporation's internal audit function) and with
           the independent auditor.

Duties and Responsibilities

     The Committee's duties and responsibilities shall include all of the
following items, and such other matters as may from time to time be delegated to
the Committee by the Board of Directors:

     Reports to the Board of Directors; Review of Committee Performance and
Charter

     8.    The Committee shall report regularly to the Board of Directors and
           review with the Board of Directors any issues that arise with respect
           to: (i) the quality or integrity of the corporation's financial
           statements; (ii) the performance and independence of the
           corporation's independent auditor; (iii) the performance of the
           corporation's internal audit function; and (iv) the corporation's
           compliance with legal and regulatory requirements.

     9.    The Committee shall undertake and review with the Board of Directors
           an annual performance evaluation of the Committee, which shall
           compare the performance of the Committee with the requirements of
           this Charter and set forth the goals and objectives of the Committee
           for the upcoming year. The performance evaluation by

                                     14



           the Committee shall be conducted in such manner as the Committee
           deems appropriate. The report to the Board of Directors may take the
           form of an oral report by the chairperson of the Committee or any
           other member of the Committee designated by the Committee to make
           this report.

     10.   The Committee shall review and reassess the adequacy of this charter
           at least annually and recommend any proposed changes to the Board of
           Directors for approval.

     The Corporation's Relationship With the Independent Auditor

     11.   The Committee shall have the sole and direct responsibility and
           authority for the appointment and termination (subject, if
           applicable, to shareholder ratification), compensation, evaluation
           and oversight of the work of each independent auditor employed by the
           corporation for the purpose of preparing or issuing an audit report
           or related work, and each such independent auditor shall report
           directly to the Committee. The Committee shall be responsible for
           resolving disagreements between management and each such independent
           auditor regarding financial reporting.

     12.   The Committee shall have the responsibility and authority to approve,
           in advance of the provision thereof, all audit services and, subject
           to Section 10A(i) of the Exchange Act and rules promulgated
           thereunder, all non-audit services to be provided to the corporation
           by any such independent auditor. The Committee shall have the sole
           authority to approve any compensation payable by the corporation for
           any approved audit or non-audit services to any such independent
           auditor, including the fees, terms and conditions for the performance
           of such services.

     13.   The Committee shall review the independent auditors' audit plan,
           including its scope, staffing, locations, reliance upon management,
           and internal audit and general audit approach.

     14.   The Committee shall, at least annually: (i) obtain a written report
           by the independent auditor describing, to the extent permitted under
           applicable auditing standards: (a) the independent auditor's internal
           quality-control procedures; (b) any material issues raised by the
           most recent quality-control review, or peer review, of the
           independent auditor, or by any inquiry or investigation by
           governmental or professional authorities, within the preceding five
           years, respecting one or more independent audits carried out by the
           independent auditor, and any steps taken to deal with any such
           issues; and (c) all relationships between the independent auditor and
           the corporation; and (ii) review the foregoing report and the
           independent auditor's work throughout the year and evaluate the
           independent auditor's qualifications, performance and independence,
           including a review and evaluation of the lead partner on the
           independent auditor's engagement with the corporation, and present
           its conclusions to the Board of Directors and, if so determined by
           the Committee, recommend that the Board of Directors take additional
           action to satisfy itself of the qualifications, performance and
           independence of the independent auditor.

                                       15



     15.   The Committee shall, at least annually, discuss with the independent
           auditor, out of the presence of management if deemed appropriate: (i)
           the matters required to be discussed by Statement on Auditing
           Standards 61, as it may be modified or supplemented, relating to the
           conduct of the audit; (ii) the audit process, including, without
           limitation, any problems or difficulties encountered in the course of
           the performance of the audit, including any restrictions on the
           independent auditor's activities or access to requested information
           imposed by management, and management's response thereto, and any
           significant disagreements with management; and (iii) the
           corporation's internal controls and the responsibilities, budget and
           staffing of the corporation's internal audit function, including any
           "management" or "internal control" letter issued or proposed to be
           issued by such auditor to the corporation.

     16.   The Committee shall establish policies for the corporation's hiring
           of employees or former employees of the independent auditor.

     17.   The Committee shall review, and discuss as appropriate with
           management, the internal auditors and the independent auditor, the
           report of the independent auditor required by Section 10A(k) of the
           Exchange Act.

Financial Reporting and Disclosure Matters

     18.   The Committee shall review and discuss with management and the
           independent auditor:

           (i)   prior to the annual audit, the scope, planning and staffing of
                 the annual audit;

           (ii)  the corporation's annual audited financial statements and
                 quarterly financial statements, including the corporation's
                 disclosures under "Management's Discussion and Analysis of
                 Financial Condition and Results of Operations" and the results
                 of the independent auditor's reviews of the quarterly financial
                 statements;

           (iii) significant issues regarding accounting and auditing principles
                 and practices and financial statement presentations, including
                 all critical accounting policies and estimates, any significant
                 changes in the corporation's selection or application of
                 accounting principles and any significant issues as to the
                 adequacy of the corporation's internal controls and any special
                 audit steps adopted in light of the material control
                 deficiencies;

           (iv)  analyses prepared by management and/or the independent auditor
                 setting forth significant financial reporting issues and
                 judgments made in connection with the preparation of the
                 financial statements, including analyses of the effects of
                 alternative GAAP methods on the financial statements;

           (v)   the effect of regulatory and accounting initiatives, as well as
                 off-balance sheet structures, on the financial statements;

                                       16



     19.   (vi)  any significant changes to the corporation's auditing and
                 accounting principles and practices suggested by the
                 independent auditor, internal audit personnel or management;
                 and

           (vii) management's internal control report prepared in accordance
                 with rules promulgated by the Securities and Exchange
                 Commission pursuant to Section 404 of the Sarbanes-Oxley Act.

     20.   The Committee shall recommend to the Board of Directors whether the
           annual audited financial statements should be included in the
           corporation's Annual Report and Form 10-K.

     21.   The Committee shall review and discuss with management the
           corporation's practices regarding earnings press releases and the
           provision of financial information and earnings guidance by
           management to analysts and ratings agencies.

     22.   The Committee shall periodically review and discuss with management
           the corporation's guidelines and policies with respect to the process
           by which the corporation undertakes risk assessment and risk
           management, including discussion of the corporation's major financial
           risk exposures and the steps management has taken to monitor and
           control such exposures. The Committee shall not be required to
           undertake these reviews and discussions to the extent they are
           performed by the Finance Committee of the corporation.

     23.   The Committee shall review and discuss with the Chief Executive
           Officer and Chief Financial Officer the procedures undertaken in
           connection with the Chief Executive Officer and Chief Financial
           Officer certifications for Forms 10-K, Forms 10-Q and other reports
           including their evaluation of the corporation's disclosure controls
           and procedures and internal controls.

     24.   The Committee shall annually obtain from the independent auditor
           assurance that the audit was conducted in a manner consistent with
           Section 10A of the Exchange Act and any other applicable rules or
           regulations.

     Internal Audit, Compliance Matters and Other

     24.   The Committee shall review the budget, activities, organizational
           structure, qualifications and performance of the internal audit
           department, as needed.

     25.   The Committee shall review any reports to management covering issues
           which are material to the company's financial statements prepared by
           internal audit personnel, and management's responses.

     26.   The Committee shall establish and maintain procedures for: (i) the
           receipt, retention, and treatment of complaints received by the
           corporation regarding accounting, internal accounting controls, or
           auditing matters; and (ii) the confidential, anonymous submission by
           employees of the corporation of concerns regarding questionable
           accounting or auditing matters.

                                       17



     27.   The Committee shall review with management and the independent
           auditor any correspondence with regulators or governmental agencies
           and any employee complaints or published reports that raise material
           issues regarding the corporation's financial statements or accounting
           policies.

     28.   On at least an annual basis, the Committee shall review with the
           corporation's counsel, any legal matters that could have a
           significant impact on the corporation's financial statements, the
           corporation's compliance with applicable laws and regulations, and
           inquiries received from regulators or governmental agencies.

     29.   The Committee shall exercise such other powers and perform such other
           duties and responsibilities as are required or recommended under New
           York Stock Exchange rules.

     30.   The Committee shall exercise such other powers and perform such other
           duties and responsibilities as are incidental to the purposes, duties
           and responsibilities specified herein and as may from time to time be
           delegated to the Committee by the Board of Directors.

Authority and Resources

     The Committee may, without further approval by the Board of Directors,
obtain such advice and assistance, including, without limitation, the
performance of special audits, reviews and other procedures, from outside
accounting, legal or other advisors as the Committee determines to be necessary
or advisable in connection with the discharge of its duties and responsibilities
hereunder. Any accounting, legal or other advisor retained by the Committee may,
but need not, be in the case of an outside accountant, the same accounting firm
employed by the corporation for the purpose of rendering or issuing an audit
report on the corporation's annual financial statements, or in the case of an
outside legal or other advisor, otherwise engaged by the corporation for any
other purpose.

     The corporation shall pay to the independent auditor employed by the
corporation for the purpose of rendering or issuing an audit report and to any
outside accounting, legal or other advisor retained by the Committee pursuant to
the preceding paragraph such compensation, including, without limitation, usual
and customary expenses and charges, as shall be determined by the Committee.

     3.15  Compensation and Development Committee. There shall be a Compensation
and Development Committee of the Board of Directors. The purposes of the
Committee are to: (1) discharge the Board of Directors' responsibilities
relating to compensation of the corporation's executives; (2) prepare any report
of the Committee on executive compensation required by the rules and regulations
of the Securities and Exchange Commission to be included in the corporation's
annual proxy statement; and (3) perform the duties and responsibilities set
forth below. The provisions of this Section 3.15 shall constitute the Charter of
the Compensation and Development Committee.

Membership

           (a) The Committee shall be composed of at least three (3) members,
               each of

                                       18



               whom shall be appointed by the Board of Directors on the
               recommendation of the Nominating and Corporate Governance
               Committee, which shall recommend for Committee membership such
               directors as it believes are qualified. Members of the Committee
               shall serve at the pleasure of the Board of Directors and for
               such term or terms as the Board of Directors may determine.

           (b) Each member of the Committee shall meet the independence
               requirements of the New York Stock Exchange and be both a
               "nonemployee director" (within the meaning of Rule 16b-3 of the
               Securities and Exchange Act) and an "outside director" (within
               the meaning of Section 162(m)(4)(C) of the Internal Revenue
               Code).

Structure and Operations

           (c) One of the members of the Committee will be designated by the
               Board of Directors to serve as the Committee chairperson. The
               affirmative vote of a majority of the members of the Committee is
               necessary for the adoption of any resolution. The Committee may
               create one or more subcommittees and may delegate, in its
               discretion, all or a portion of its duties and responsibilities
               to such subcommittees.

           (d) The Committee shall have at least two regularly scheduled
               meetings per year, at such times and places determined by the
               Committee chairperson, and may have such additional meetings as
               the Committee chairperson or any two (2) of the Committee's
               members deem necessary or desirable. The Committee may invite
               such members of management to its meetings as it may deem
               desirable or appropriate, consistent with the maintenance of the
               confidentiality of compensation discussions.

Duties and Responsibilities

           The Committee's duties and responsibilities shall include all of the
responsibilities of a qualified compensation committee under New York Stock
Exchange rules, including, but not limited to the following items, and such
other matters as may from time to time be delegated to the Committee by the
Board of Directors:

           (e) The Committee shall review and approve all compensation plans and
               programs (philosophy and guidelines) of the corporation and, in
               consultation with senior management, oversee the development and
               implementation of the corporation's compensation program,
               including salary structure, base salary, short and long-term
               incentive compensation plans, including stock options and
               nonqualified benefit plans and programs, including fringe benefit
               plans programs.

           (f) The Committee shall, at least annually, review and approve all
               compensation arrangements and changes in the compensation of the
               Chief Executive Officer and the other officers appointed by the
               Board of Directors, including, without limitation (i) base
               salary, (ii) short and long-term incentive awards and
               opportunities; (iii) employment agreements, severance
               arrangements and

                                       19



               change-in-control agreements/provisions, in each case as, when
               and if appropriate; and (iv) any special or supplemental
               benefits.

           (g) The Committee shall, at least annually, review and approve
               corporate goals and objectives relevant to compensation of the
               Chief Executive Officer, evaluate the performance of the Chief
               Executive Officer in light of those goals and objectives, report
               the results of such evaluation to the Board of Directors and set
               the Chief Executive Officer's compensation level based on this
               evaluation.

           (h) The Committee shall review and approve all awards under the
               corporation's Stock Option Plans.

           (i) The Committee shall review and make recommendations to the Board
               of Directors with respect to incentive-compensation plans and
               equity-based plans, oversee the administration of these plans and
               discharge any responsibilities imposed on the Committee by any of
               these plans.

           (j) The Committee shall consider and make recommendations to the
               Board of Directors regarding the selection and retention of all
               elected officers of the corporation (as defined in Section 4.1)
               and shall annually recommend to the Board of Directors the
               appointment of such officers of the corporation at the time of
               the Annual Meeting of shareholders.

           (k) The Committee shall approve all executive employment contracts.

           (l) The Committee shall prepare such reports as are required to be
               included in the corporation's proxy statement, including an
               annual report regarding executive compensation for inclusion in
               the corporation's annual proxy statement in accordance with
               applicable Securities and Exchange Commission rules and
               regulations.

           (m) The Committee shall undertake and review with the Board of
               Directors an annual performance evaluation of the Committee,
               which shall compare the performance of the Committee with the
               requirements of the corporation's By-laws and the Committee's
               charter and set forth the goals and objectives of the Committee
               for the upcoming year. The Committee shall conduct such
               performance evaluation in such manner as the Committee deems
               appropriate, and may report the results of its performance
               evaluation through an oral report by the chairperson of the
               Committee or any other member of the Committee designated by the
               Committee to make this report.

           (n) The Committee shall annually review and approve the Chief
               Executive Officer's succession plans for the corporation.

           (o) The Committee shall oversee the corporation's regulatory
               compliance with respect to compensation matters, including the
               corporation's policies on structuring compensation programs to
               preserve tax deductibility, and, as and when required,
               establishing performance goals and certifying that performance
               goals have been obtained for purposes of Section 162(m) of the

                                       20



               Internal Revenue Code.

        (e)    The Committee shall report to the Board of Directors periodically
               on all matters for which the Committee has responsibility and at
               such times as the Board of Directors may otherwise request.

        (f)    The Committee shall annually review and reassess the adequacy of
               this Charter and recommend to the Board of Directors for approval
               such changes as the Committee believes are appropriate.

        (g)    The Committee shall exercise such other powers and perform such
               other duties and responsibilities as are incidental to the
               purposes, duties and responsibilities specified herein and as may
               from time to time be delegated to the Committee by the Board of
               Directors.

Authority and Resources

        The Committee shall have the sole authority, without further approval
by the Board of Directors, to select, retain and terminate a compensation
consultant to assist in the evaluation of Chief Executive Officer or senior
executive compensation and to approve any compensation payable by the
corporation to such consultant, including the fees, terms and other conditions
for the performance of such services. In addition, the Committee may, without
further approval by the Board of Directors, obtain such advice and assistance
from outside accounting, legal or other advisors as the Committee determines to
be necessary or advisable in connection with the discharge of its duties and
responsibilities hereunder. Any accounting, legal or other advisor retained by
the Committee may, but need not, be in the case of an outside accountant, the
same accounting firm employed by the corporation for the purpose of rendering or
issuing an audit report on the corporation's annual financial statements, or in
the case of outside counsel or other advisor, otherwise engaged by the
corporation for any other purpose.

        The corporation shall pay to any compensation consultant or outside
accounting, legal or other advisor retained by the Committee pursuant to the
preceding paragraph such compensation, including, without limitation, usual and
customary expenses and charges, as shall be determined by the Committee.

   3.16 Finance Committee. There shall be a Finance Committee of the Board of
Directors. The Committee shall have the following membership and powers:

        (a) The Committee shall have at least three (3) members. At least fifty
percent (50%) of the members of the Committee shall be non-employee directors.

        (b) The Committee shall review and approve the corporation's annual
capital budget, long-term

financing plans, existing credit facilities, investments and commercial and
investment banking relationships.

        (c) The Committee shall review and approve the corporation's existing
insurance coverages, foreign currency management and Stock Repurchase Program.

        (d) The Committee shall review and approve the financial management and

                                       21



administrative operation of the corporation's qualified and non-qualified
employee benefit plans.

        (e) The Committee shall have such other duties as lawfully may be
delegated to it from time to time by the Board of Directors.

   3.17 Nominating and Corporate Governance Committee. There shall be a
Nominating and Corporate Governance Committee of the Board of Directors. The
purposes of the Committee are to: (1) identify individuals qualified and
suitable to become members of the Board of Directors and its committees and
recommend to the Board of Directors the director nominees for each Annual
Meeting of shareholders; (2) develop and recommend to the Board of Directors a
set of corporate governance principles for the corporation; and (3) perform the
duties and responsibilities set forth below. The provisions of this Section 3.17
shall constitute the Charter of the Nominating and Corporate Governance
Committee.

Membership

        (a)  The Committee shall have at least three (3) members, each of whom
             shall meet the independence requirements of the New York Stock
             Exchange.

        (b)  The members of the Committee shall be appointed by the Board of
             Directors on the recommendation of the Committee, which shall
             recommend for Committee membership such directors as it believes
             are qualified. Members of the Committee shall serve at the
             pleasure of the Board of Directors and for such term or terms as
             the Board of Directors may determine.

Structure and Operations

        (c)  One of the members of the Committee will be designated by the
             Board of Directors to serve as the Committee chairperson. The
             affirmative vote of a majority of the members of the Committee is
             necessary for the adoption of any resolution. The Committee may
             create one or more subcommittees and may delegate, in its
             discretion, all or a portion of its duties and responsibilities
             to such subcommittees.

        (d)  The Committee shall meet at least twice a year, at such times and
             places determined by the Committee chairperson, and may have such
             additional meetings as the Committee chairperson or any two (2)
             of the Committee's members deem necessary or desirable. The
             Committee may invite such members of management to its meetings
             as it may deem desirable or appropriate.

Duties and Responsibilities

        The Committee's duties and responsibilities shall include all of the
responsibilities of a nominating and corporate governance committee under New
York Stock Exchange rules, including but not limited to the following items, and
such other matters as may from time to time be delegated to the Committee by the
Board of Directors:

        Board of Directors and Committees

                                       22



        (e)  The Committee shall recommend to the Board of Directors
             appropriate criteria for the selection of new directors and shall
             periodically review the criteria adopted by the Board of
             Directors and, if deemed desirable, recommend to the Board of
             Directors changes to such criteria.

        (f)  The Committee shall identify and recommend to the Board of
             Directors candidates the Committee believes are qualified and
             suitable to serve as director consistent with criteria for
             selection of new directors adopted from time to time by the Board
             of Directors and shall recommend candidates to the Board of
             Directors for nomination to stand for election at each Annual
             Meeting of shareholders or, if applicable, at special meetings of
             shareholders where directors are to be elected. The Committee
             shall recommend persons to serve as proxies to vote proxies
             solicited by the Board of Directors in connection with such
             meetings. In the case of a vacancy in the office of a director
             (including a vacancy created by an increase in the size of the
             Board of Directors), the Committee shall recommend to the Board
             of Directors an individual to fill such vacancy through
             appointment by a majority of the corporation's directors.

        (g)  The Committee shall cause the names of all director candidates
             that are approved by the Board of Directors to be listed in the
             corporation's proxy materials and shall support the election of
             all candidates so nominated by the Board of Directors to the
             extent permitted by law.

        (h)  The Committee shall review and make recommendations to the Board
             of Directors concerning the composition and size of the Board of
             Directors and potential candidates to serve in the future on the
             Board of Directors.

        (i)  The Committee shall assist the Board of Directors in making a
             determination as to whether or not each director of the
             corporation satisfies the independence requirements relating to
             directors of the New York Stock Exchange and under Section 10A(m)
             of the Securities Exchange Act of 1934 and any related rules and
             exemptions promulgated thereunder by the Securities and Exchange
             Commission.

        (j)  The Committee shall review candidates for election as directors
             submitted by shareholders for compliance with these By-laws.

        (k)  The Committee shall identify Board members qualified to fill
             vacancies on any committee of the Board (including the Committee)
             and recommend that the Board appoint the identified member or
             members to the respective committee. In recommending a member for
             committee membership, the Committee shall take into consideration
             the factors set forth in the charter of the committee, if any, as
             well as any other factors it deems appropriate, including without
             limitation, the corporation's corporate governance principles,
             the consistency of the member's experience with the goals of the
             committee and the interplay of the member's experience with the
             experience of the other committee members. The Committee shall
             consider candidates proposed by management, members of the
             Committee and other members of the Board of Directors.

                                       23



        (l)  The Committee shall periodically review the compensation of the
             corporation's directors and make recommendations to the Board of
             Directors with respect thereto. In evaluating the compensation of
             directors who are members of the corporation's Audit Committee,
             the Committee shall take into consideration, without limitation,
             the independence requirements for audit committee members under
             the New York Stock Exchange rules and Section 10A of the
             Securities Exchange Act of 1934 and any related rules or
             regulations promulgated thereunder by the Securities and Exchange
             Commission.

        Oversight and Corporate Governance

        (m)  The Committee shall establish procedures for the Committee to
             exercise oversight of the evaluation of the Board of Directors
             and management.

        (n)  The Committee shall oversee the system of corporate governance of
             the corporation, including: developing and recommending to the
             Board of Directors a set of corporate governance principles for
             the corporation; (ii) reviewing and reassessing the adequacy of
             those principles at least once a year; and (iii) recommending to
             the Board of Directors for approval any changes to the principles
             as the Committee believes are appropriate.

        (o)  The Committee shall undertake and review with the Board of
             Directors an annual performance evaluation of the Committee,
             which shall compare the performance of the Committee with the
             requirements of this Charter and set forth the goals and
             objectives of the Committee for the upcoming year. The Performance
             Evaluation shall be conducted in such manner as the Committee deems
             appropriate and shall recommend to the Board of Directors any
             improvements to this Charter deemed necessary or desirable by the
             Committee. The report to the Board of Directors may take the form
             of an oral report by the Committee chairperson or any other member
             of the Committee designated by the Committee to make such report.

        (p)  The Committee shall report periodically to the Board of Directors
             on all matters for which the Committee has been delegated
             responsibility and at such times as the Board of Directors may
             otherwise request.

        Other

        (q)  The Committee shall annually review and reassess the adequacy of
             this Charter and recommend to the Board of Directors for approval
             such changes as the Committee believes are appropriate.

        (r)  The Committee shall recommend to the Board of Directors the date,
             time and place of the Annual Meeting of the shareholders.

                                       24



        (s)  The Committee shall exercise such other powers and perform such
             other duties and responsibilities as are incidental to the
             purposes, duties and responsibilities specified herein and as may
             from time to time be delegated to the Committee by the Board of
             Directors.

Authority and Resources

        The Committee shall have the sole authority, without further approval by
the Board of Directors, to select, retain and terminate a consultant or search
firm to be used to identify director candidates and evaluate issues relating to
the compensation of directors and to approve any compensation payable by the
corporation to such consultant or search firm, including the fees, terms and
other conditions for the performance of such services. In addition, the
Committee may, without further approval by the Board of Directors, obtain such
advice and assistance from outside legal or other advisors as the Committee
determines to be necessary or advisable in connection with the discharge of its
duties and responsibilities hereunder. Any legal or other advisor retained by
the Committee may, but need not, be otherwise engaged by the corporation for any
other purpose.

        The corporation shall pay to any consultant or search firm or outside
legal or other advisor retained by the Committee pursuant to the preceding
paragraph such compensation, including, without limitation, usual and customary
expenses and charges, as shall be determined by the Committee.

   3.18 Scientific Advisory Committee. There shall be a Scientific Advisory
Committee of the Board of Directors. The Committee shall have the following
membership and powers:

        (a) The Committee shall have at least three (3) members. At least
fifty percent (50%) of the members of the Committee shall be non-employee
directors.

        (b) The Committee shall review and evaluate the research and
development programs of the corporation with respect to quality and scope.

        (c) The Committee shall advise the Board of Directors on maintaining
product leadership through technological innovation.

        (d) The Committee shall review and make recommendations to the Board of
Directors regarding the technological aspects of the corporation's business,
including new business opportunities.

        (e) The Committee shall report to the Board of Directors on new
technological and regulatory trends that will have a significant impact on the
business of the corporation.

        (f) The Committee shall have such other duties as lawfully may be
delegated to it from time to time by the Board of Directors.

   3.19 Meetings of Committees. Each committee of the Board of Directors shall
fix its own rules of procedure which shall include and be consistent with the
provisions of the Wisconsin Business Corporation Law, these By-laws and any
resolutions of the Board of Directors

                                       25



governing such committee, and shall make such reports to the Board of Directors
of its activities as the Board of Directors may request. Each committee shall
meet as provided by such rules and shall also meet at the call of its chairman
or any two (2) members of such committee. Unless otherwise provided by such
rules, the provisions of these By-laws under Section 3 entitled "Board of
Directors" relating to the place of holding meetings and the notice required for
meetings of the Board of Directors shall govern the place of meetings and notice
of meetings for committees of the Board of Directors. A majority of the members
of each committee shall constitute a quorum thereof, except that when a
committee consists of two (2) members, then the two (2) members shall constitute
a quorum. In the absence of a quorum, a majority of the members present at the
time and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present and the meeting may be held as adjourned without further
notice or waiver. Except in cases where it is otherwise provided by the rules of
such committee, the vote of a majority of the members present at a duly
constituted meeting at which a quorum is present shall be sufficient to pass any
measure by the committee.

     3.20 Informal Action Without Meeting. Any action required or permitted by
the Amended and Restated Articles of Incorporation or By-laws or any provision
of law to be taken by the Board of Directors or a committee at a meeting may be
taken without a meeting if the action is taken by all members of the Board of
Directors or of the committee. The action shall be evidenced by one or more
written consents describing the action taken, signed by each director or
committee member and retained by the corporation. Such action shall be effective
when the last director or committee member signs the consent, unless the consent
specifies a different effective date.

     3.21 Telephonic Meetings. Notwithstanding any place set forth in the notice
of the meeting or these By-laws, members of the Board of Directors may
participate in regular or special meetings of the Board of Directors and all
Committees of the Board of Directors by or through the use of any means of
communication by which either: (a) all directors participating may
simultaneously hear each other, such as by conference telephone, or (b) all
communication during the meeting is immediately transmitted to each
participating director, and each participating director is able to immediately
send messages to all other participating directors; provided however, that the
Chairman of the Board or the chairman of the respective Committee of the Board
of Directors or other person or persons calling a meeting may determine that the
directors cannot participate by such means, in which case the notice of the
meeting, or other notice to directors given prior to the meeting, shall state
that each director's physical presence shall be required. If a meeting is
conducted through the use of such means, then at the commencement of such
meeting all participating directors shall be informed that a meeting is taking
place at which official business may be transacted. A director participating in
a meeting by such means shall be deemed present in person at such meeting. The
identity of each director participating in such a meeting must be verified in
such manner as the chairman of the meeting deems reasonable under the
circumstances before a vote may be taken.

                                   4. OFFICERS

     4.1  Number.

          (a) The principal executive officers of the corporation shall be a
Chairman, a Chief Executive Officer, a President, one or more Vice Presidents,
one or more of whom may be

                                       26



designated Executive Vice President, one or more of whom may be designated
Senior Vice President, and one or more of whom may be designated Vice President
and Group Executive, a Secretary, a Treasurer, a Controller, a Chief Financial
Officer and divisional presidents, each of whom shall be appointed by the Board
of Directors (the officers thus appointed by the Board of Directors are
sometimes referred to herein as the "elected" officers). All other officers,
other designated divisional or staff officers, and all assistant officers
(including one or more Assistant Secretaries and/or Assistant Treasurers) shall
be appointed by the Board of Directors or the Chief Executive Officer. Such
officers, agents and employees appointed by the Chief Executive Officer shall
hold office at the discretion of the Chief Executive Officer. Any two or more
offices may be held by the same person.

        (b) The duties of the elected officers shall be those enumerated
herein and any further duties designated by the Board of Directors. The duties
herein specified for particular officers may be transferred to and vested in
such other officers as the Board of Directors shall appoint from time to time
and for such periods or without limitation as to time as the Board of Directors
shall order.

        (c) The duties and powers of all officers appointed by the Chief
Executive Officer shall be those specifically prescribed for the position(s) by
the Chief Executive Officer at the time of appointment.

   4.2  Appointment and Term of Office.

        (a) The elected officers of the corporation shall be appointed annually
by the Board of Directors at the first meeting of the Board of Directors held
after each Annual Meeting of the shareholders. If the appointment of officers
shall not be held at such meeting, such appointment shall be held as soon
thereafter as convenient. Each such officer shall hold office until his or her
successor shall have been duly appointed or until his or her death or until he
or she shall resign or shall have been removed in the manner hereinafter
provided.

        (b) A vacancy in any office appointed by the Board of Directors,
because of death, resignation, removal, disqualification or otherwise may be
filled by the Board of Directors for the unexpired portion of the term.

   4.3  Removal. The Board of Directors may remove any officer or agent at
any time, with or without cause and notwithstanding the contract rights, if any,
of the officer or agent removed. Appointment shall not of itself create contract
rights.

   4.4  Resignation.  An officer may resign at any time by delivering written
notice to the Secretary of the corporation. The resignation is effective when
the notice is delivered, unless the notice specifies a later effective date and
the corporation accepts the later effective date.

   4.5  The Chief Executive Officer. The Chief Executive Officer, subject to the
control of the Board of Directors, shall supervise and control all of the
business and affairs of the corporation. He or she shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors. He or she shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint and remove certain officers and
such agents and employees of the corporation as he or she shall deem necessary,
to prescribe their powers, duties and compensation, and to delegate authority to
them. He or she shall have authority to sign,

                                       27



execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he or she may authorize any
other officer or agent of the corporation to sign, execute and acknowledge such
documents or instruments in his or her place and stead. In general, he or she
shall perform all duties incident to the office of Chief Executive Officer and
such other duties as may be prescribed by the Board of Directors from time to
time.

     4.6  The President. The President shall be the chief operating officer
of the corporation. In the absence of the Chief Executive Officer or in the
event of his or her death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the Chief Executive Officer to act
personally, the President shall perform the duties of the Chief Executive
Officer and when so acting shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. The President shall have the
authority to sign all stock certificates, contracts, and other instruments of
the corporation necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by the Board of
Directors, and shall perform all duties as are incident to his or her office or
are properly required of him or her by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer. He or she shall have the authority,
subject to such rules, directions, or orders as may be prescribed by the
Chairman of the Board, the Board of Directors or the Chief Executive Officer, to
appoint and terminate the appointment of such agents and employees of the
corporation as he or she shall deem necessary, to prescribe their power, duties
and compensation and to delegate authority to them.

     4.7  Vice Presidents. At the time of appointment, one or more of the
elected Vice Presidents may be designated Executive Vice President and one or
more of them may be designated Senior Vice President. In the absence of the
President or in the event of his or her death, inability or refusal to act, or
in the event for any reason it shall be impracticable for the President to act
personally, the Executive Vice Presidents in the order of their tenure in such
position, or in the absence of any such designation, or in the event of his or
her inability to act, any Senior Vice President in the order of their tenure in
such position, or in the absence of any such designation, or in the event of his
or her inability to act, then the other Vice Presidents in order of their tenure
in such position, shall perform the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation and shall perform such
other duties as from time to time may be assigned to him or her by the Chairman
of the Board, the Chief Executive Officer or the Board of Directors.

     4.8  The Secretary. The Secretary shall: (a) keep as permanent records,
the minutes of the shareholders' and of the Board of Directors' meetings,
records of actions taken by the Board of Directors without a meeting, and
records of actions taken by a Committee of the Board of Directors in place of
the Board of Directors and on behalf of the corporation; (b) see that all
notices are duly given in accordance with the provisions of these By-laws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) maintain or cause an authorized agent to maintain a record
of the corporation's shareholders, in a form that permits preparation of a list
of the names and addresses of all shareholders, by class or series of shares and
showing the number and class or

                                       28



series of shares held by each shareholder; and (e) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Chief Executive Officer or by the Board of
Directors.

   4.9   The Treasurer. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
or she shall: (a) have charge and custody of and be responsible for all funds
and securities of the corporation, receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Section 5
of these By-laws; and (b) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him or her by the Chief Executive Officer or by the Board of Directors.

   4.10  The Controller. The Controller shall be the chief accounting officer of
the corporation. He or she shall: (a) maintain appropriate accounting records
for the corporation; (b) cause regular audits of these accounting records to be
made; and (c) in general perform all of the duties incident to the office of
Controller and such other duties as from time to time may be assigned to him or
her by the Chief Executive Officer or by the Board of Directors.

   4.11  Compensation.

         (a) The compensation of the elected officers shall be fixed from time
to time by the Compensation and Development Committee of the Board of Directors
and no such officer shall be prevented from receiving such compensation by
reason of the fact that he or she is also a Director of the corporation.

         (b) The compensation of all officers appointed by the Chief Executive
Officer shall be set by the Chief Executive Officer, from time to time.

                    5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

   5.1   Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances.

   5.2   Loans. No indebtedness for borrowed money shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by or under the authority of a resolution of the Board of
Directors. Such authorization may be general or confined to specific instances.

   5.3   Checks, Drafts, etc. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner, including by means of facsimile signatures, as
shall from time to time be determined by or under the authority of resolution
of the Board of Directors.

                                       29



     5.4  Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of the Board of Directors.

                  6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1  Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman, Chief Executive
Officer, President or Chief Financial Officer and by the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and the date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

     6.2  Signature by Former Officer, Transfer Agent or Registrar. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate for shares has ceased to be such
officer, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the corporation with the same effect as if that
person were still an officer, transfer agent or registrar at the date of its
issue.

     6.3  Uncertificated Shares. The Board of Directors may authorize the
issuance of any shares of any of the corporation's classes or series without
certificates. The authorization does not affect shares already represented by
certificates until the certificates are surrendered to the corporation.

     6.4  Transfer of Shares. Transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.

     6.5  Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction upon the transfer of such shares imposed by the corporation.

     6.6  Lost, Destroyed or Stolen Certificates. Where the owner claims that
his or her certificate for shares has been lost, destroyed or wrongfully taken,
a new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) if required by the corporation, files with the
corporation a sufficient indemnity bond, and (c) satisfies such other reasonable
requirements as may be prescribed by or under the authority of the Board of
Directors.

                                       30



     6.7  Consideration for Shares. The shares of the corporation may be issued
for such consideration as shall be fixed from time to time and determined to be
adequate by the Board of Directors, provided that any shares having a par value
shall not be issued for a consideration less than the par value thereof. The
consideration may consist of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, contracts
for services to be performed, or other securities of the corporation. When the
corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, such shares shall be deemed to be fully paid
and nonassessable by the corporation.

     6.8  Stock Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations not inconsistent with the
statutes of the State of Wisconsin as they may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.

                               7. WAIVER OF NOTICE

     7.1  Shareholder Written Waiver. A shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the Amended and Restated
Articles of Incorporation or these By-laws before or after the date and time
stated in the notice. The waiver shall be in writing and signed by the
shareholder entitled to the notice, shall contain the same information that
would have been required in the notice under the Wisconsin Business Corporation
Law except that the time and place of meeting need not be stated, and shall be
delivered to the corporation for inclusion in the corporate records.

     7.2  Shareholder Waiver by Attendance. A shareholder's attendance at a
meeting, in person or by proxy, waives objection to both of the following:

          (a)  Lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting or promptly upon arrival objects to
holding the meeting or transacting business at the meeting.

          (b)  Consideration of a particular matter at the meeting that is not
within the purpose described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

     7.3  Director Written Waiver. A director may waive any notice required by
the Wisconsin Business Corporation Law, the Amended and Restated Articles of
Incorporation or these By-laws before or after the date and time stated in the
notice. The waiver shall be in writing, signed by the director entitled to the
notice and retained by the corporation.

     7.4  Director Waiver by Attendance. A director's attendance at or
participation in a meeting of the Board of Directors or any committee thereof
waives any required notice to him or her of the meeting unless the director at
the beginning of the meeting or promptly upon his or her arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

                                       31



           8. LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

     8.1  Limited Liability of Directors to Corporation and Shareholders. A
director is not liable to the corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the following:

          (a)  a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a material
conflict of interest;

          (b)  a violation of criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful, or no reasonable cause to
believe his or her conduct was unlawful;

          (c)  a transaction from which the director derived an improper
personal profit; or

          (d)  willful misconduct.

     8.2  Indemnification.

          (a)  A corporation shall indemnify a director or officer, to the
extent he or she has been successful on the merits or otherwise in the defense
of a proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director or officer of
the corporation.

          (b)  In cases not included under the foregoing paragraph, a
corporation shall indemnify a director or officer against liability incurred by
the director or officer in a proceeding to which the director or officer was a
party because he or she is a director or officer of the corporation, unless
liability was incurred because the director or officer breached or failed to
perform a duty he or she owes to the corporation and the breach or failure to
perform constitutes any of the following:

               (i)    a willful failure to deal fairly with the corporation or
                      its shareholders in connection with a matter in which the
                      director or officer has a material conflict of interest;

               (ii)   a violation of criminal law, unless the director or
                      officer had reasonable cause to believe his or her conduct
                      was lawful or no reasonable cause to believe his or her
                      conduct was unlawful;

               (iii)  a transaction from which the director or officer derived
                      an improper personal profit; or

               (iv)   willful misconduct.

          (c)  Determination of whether indemnification is required under this
subsection shall be made under section 180.0855 of the Wisconsin Business
Corporation Law.

                                       32



          (d)  The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an equivalent plea, does not, by
itself, create a presumption that indemnification of the director or officer is
not required under this subsection.

          (e)  A director or officer who seeks indemnification under this
section shall make a written request to the corporation.

          (f)  Indemnification under this section is not required if the
director or officer has previously received indemnification or allowance of
expenses from any person, including the corporation, in connection with the same
proceeding.

     8.3  Reliance by Directors and Officers. Unless a director or officer has
knowledge that makes reliance unwarranted, a director or officer, in discharging
his or her duties to the corporation, may rely on information, opinions, reports
or statements, any of which may be written or oral, formal or informal,
including financial statements and other financial data, if prepared or
presented by any of the following:

          (a)  an officer or employee of the corporation whom the director or
officer believes in good faith to be reliable and competent in the matters
presented; or

          (b)  legal counsel, public accountants or other persons as to matters
the director or officer believes in good faith are within the person's
professional or expert competence.

          (c)  In the case of reliance by a director, a committee of the Board
of Directors of which the director is not a member if the director believes in
good faith that the committee merits confidence.

     8.4  Consideration of Interests in Addition to Shareholders' Interests. In
discharging his or her duties to the corporation and in determining what he or
she believes to be in the best interests of the corporation, a director or
officer may, in addition to considering the effects of any action on
shareholders, consider any of the following:

          (a)  the effects of the action on employees, suppliers and customers
               of the corporation;

          (b)  the effects of the action on communities in which the corporation
               operates; or

          (c)  any other factors the director or officer considers pertinent.

     8.5  Insurance. The corporation may purchase and maintain insurance on
behalf of an individual who is an employee, agent, director or officer of the
corporation against liability asserted against or incurred by the individual in
his or her capacity as an employee, agent, director or officer or arising from
his or her status as an employee, agent, director or officer, regardless of
whether the corporation is required or authorized to indemnify or allow expenses
to the individual against the same liability under sections 180.0851, 180.0853,
180.0856 and 180.0858 of the Wisconsin Business Corporation Law.

                                       33



     8.6  General.

          (a)  Except as limited by law, the indemnification and allowance of
expenses provided by Sections 8.1 through 8.5 of this Article do not preclude
any additional right to indemnification or allowance of expenses that a
director, officer or employee may have under any written agreement between such
person and the corporation, resolution of the Board of Directors or resolution
adopted by the corporation's shareholders.

          (b)  For purposes of this article, the definitions contained in
section 180.0850 of the Wisconsin Business Corporation Law are incorporated
herein by this reference. The term "employee" shall mean a natural person who is
or was an employee of the corporation or who, while an employee of the
corporation, is or was serving at the corporation's request as a director,
officer, partner, committee, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, and, unless the context
requires otherwise, the estate or personal representative of the employee.

          (c)  The corporation, by its Board of Directors, may indemnify under
Section 8.2, or with any limitations, any employee or former employee of the
corporation with respect to any action taken or not taken in his or her capacity
as or while an employee. Notwithstanding the foregoing, the corporation shall
indemnify an employee who is not a director or officer corporation, to the
extent that he or she has been successful on the merits or otherwise in defense
of a proceeding, for all expenses incurred in the proceeding if the employee was
a party because he or she was an employee of the corporation.

                                   9. GENERAL

     9.1  Fiscal Year. The fiscal year of the corporation shall end on December
31 of each year, the first full calendar fiscal year being the year ending
December 31, 2000.

     9.2  Seal. The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Wisconsin".

     9.3  Notices. Except as otherwise required by law or these By-laws, any
notice required to be given by these By-laws may be given orally or in writing
and notice may be communicated in person, by mail or private carrier, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, and, if these forms of personal notice are impracticable, notice
may be communicated by a newspaper of general circulation in the area where
published, or by radio, television or other form of public broadcast
communication. Oral notice is effective when communicated. Written notice is
effective as follows: (a) if delivered in person, when received; (b) if given by
mail, when deposited, postage prepaid, in the United States mail addressed to
the director at his or her business or home address (or such other address as
the director may have designated in writing filed with the Secretary); (c) if
given by private carrier, when delivered to the carrier; (d) if given by
telegraph, when delivered to the telegraph company; and (e) if given by
facsimile, e-mail or other form of wireless communication, at the time
transmitted to a facsimile number or e-mail address at any address designated in
(b) above.

                                       34



     9.4  No Nominee Procedures. The corporation has not established, and
nothing contained in these By-laws shall be deemed to establish, any procedure
by which a beneficial owner of the corporation's shares that are registered in
the name of a nominee is recognized by the corporation as the shareholder under
Section 180.0723 of the Wisconsin Business Corporation Law.

                                 10. AMENDMENTS

     10.1 Power to Amend and Repeal. Except as may be limited pursuant to
Section 10.2, these By-laws may be amended or repealed, and new By-laws may be
adopted, either by the shareholders at any meeting, or by vote of a majority of
the shares present or represented thereat, or by the Board of Directors by a
vote of a majority of the Board of Directors; except that Sections 2.3, 2.8,
3.2, 3.7, 3.8, 10.1, and 10.2 of the By-laws may be amended only by the
affirmative vote of the holders of two-thirds (2/3) of the outstanding shares
entitled to vote thereon or by the affirmative vote of a majority of the
directors. Except as may be limited pursuant to Section 10.2, the Board of
Directors shall have the power to amend or repeal any By-law adopted by the
shareholders, and any By-law adopted by the Board of Directors shall be subject
to amendment or repeal by the shareholders as well as by the directors.

     10.2 Restrictions on Amendment and Repeal.

          (a)  The Board of Directors shall have no power to amend or repeal any
By-law or amendment adopted by the shareholders which contains a specific
provision to the effect that such By-law or amendment shall not be subject to
amendment or repeal by the Board of Directors.

          (b)  The Board of Directors shall have no power to amend or repeal any
By-law adopted or amended by the shareholders that fixes a greater or lower
quorum requirement or a greater voting requirement for the Board of Directors
than otherwise is provided in the Wisconsin Business Corporation Law unless the
By-law expressly provides that it may be amended or repealed by a specified vote
of the Board of Directors. Action by the Board of Directors to adopt or amend a
By-law that changes the quorum or voting requirement for the Board of Directors
must meet the same quorum requirement and be adopted by the same vote required
to take action under the quorum and voting requirement then in effect, unless a
different voting requirement is specified as provided by the preceding sentence.
A By-law that fixes a greater or lower quorum requirement or a greater voting
requirement for shareholders or voting groups of shareholders than otherwise is
provided in the Wisconsin Business Corporation Law may not be adopted, amended
or repealed by the Board of Directors.

          (c)  No amendment or repeal of these By-laws by the shareholders at
any meeting shall be effective unless the notice of such meeting shall have set
forth the general nature of the proposed amendment or repeal.

                                       35



                        SENSIENT TECHNOLOGIES CORPORATION

                          Amended and Restated By-laws

TABLE OF CONTENTS

1.   OFFICES 1
     1.1      Business Offices                           1
     1.2      Registered Office                          1

2.   SHAREHOLDERS 1
     2.1   Annual Meeting                                1
     2.2   Purposes of Annual Meeting                    1
     2.3   Special Meetings                              2
     2.4   Place of Meeting                              5
     2.5   Notice of Meeting                             5
     2.6   Fixing of Certain Record Dates                5
     2.7   Voting Lists                                  6
     2.8   Quorum; Votes                                 6
     2.9   Proxies                                       7
     2.10  Voting of Shares                              7
     2.11  Subsidiary Shares                             7
     2.12  Acceptance of Instrument Showing
             Shareholder Action                          7
     2.13  Conduct of Meeting                            8
     2.14  Postponement: Adjournment                     8

3.   BOARD OF DIRECTORS                                  9
     3.1   General Powers                                9
     3.2   Number, Tenure and Qualifications             9
     3.3   Regular Meetings                              10
     3.4   Special Meetings                              10
     3.5   Notice of Meetings                            10
     3.6   Quorum; Votes                                 10
     3.7   Removal and Resignation                       10
     3.8   Vacancies                                     10
     3.9   Nominations                                   11
     3.10  Compensation                                  12
     3.11  Presumption of Assent                         12
     3.12  Committees of the Board of Directors          12
     3.13  Executive Committee                           13
     3.14  Audit Committee                               13
     3.15  Compensation and Development Committee        18
     3.16  Finance Committee                             21
     3.17  Nominating and Corporate

                                       36



             Governance Committee                             22
     3.18  Scientific and Advisory Committee                  25
     3.19  Meetings of Committees                             25
     3.20  Informal Action Without Meeting                    26
     3.21  Telephonic Meetings                                26

4.   OFFICERS                                                 26
     4.1   Number                                             26
     4.2   Appointment and Term of Office                     27
     4.3   Removal                                            27
     4.4   Resignation                                        27
     4.5   The Chief Executive Officer                        27
     4.6   The President                                      28
     4.7   Corporate Vice Presidents                          28
     4.8   The Secretary                                      28
     4.9   The Treasurer                                      29
     4.10  The Controller                                     29
     4.11  Compensation                                       29

     5. CONTRACTS, LOANS, CHECKS AND DEPOSITS                 29
     5.1   Contracts                                          29
     5.2   Loans                                              29
     5.3   Checks. Drafts, etc                                29
     5.4   Deposits                                           30

6.   CERTIFICATES FOR SHARES AND THEIR TRANSFER               30
     6.1   Certificates for Shares                            30
     6.2   Signature by Former Officer,
             Transfer Agent or Registrar                      30
     6.3   Uncertificated Shares                              30
     6.4   Transfer of Shares                                 30
     6.5   Restrictions on Transfer                           30
     6.6   Lost, Destroyed or Stolen Certificates             30
     6.7   Consideration for Shares                           31
     6.8   Stock Regulations                                  31

7.   WAIVER OF NOTICE                                         31
     7.1   Shareholder Written Waiver                         31

                                       37



     7.2   Shareholder Waiver by Attendance                   31
     7.3   Director Written Waiver                            31
     7.4   Director Waiver by Attendance                      31

8.   LIABILITY AND INDEMNIFICATION OF DIRECTORS               32
     8.1   Limited Liability of Directors to
             Corporation and Shareholders                     32
     8.2   Indemnification                                    32
     8.3   Reliance by Directors and Officers                 33
     8.4   Consideration of Interests in
             Addition to Shareholders' Interests              33
     8.5   Insurance                                          33
     8.6   General                                            34

9.   GENERAL                                                  34
     9.1   Fiscal Year                                        34
     9.2   Seal                                               34
     9.3   Notices                                            34
     9.4   No Nominee Procedures                              35

10.  AMENDMENTS                                               35
     10.1  Power to Amend and Repeal                          35
     10.2  Restrictions on Amendment and Repeal               35

                                       38

EX-10.1(J)

                                                                 EXHIBIT 10.1(J)

                        SENSIENT TECHNOLOGIES CORPORATION
                         MANAGEMENT INCOME DEFERRAL PLAN

                  Amended and Restated as of December 31, 2002

                              ARTICLE I - PURPOSE

The Sensient Technologies Corporation Management Income Deferral Plan (the
"Plan") was established, effective as of July 15, 1987, by Sensient Technologies
Corporation (formerly known as Universal Foods Corporation), a Wisconsin
corporation, as an alternative voluntary income deferral plan for selected
management employees of Sensient Technologies Corporation and its participating
subsidiaries.

                            ARTICLE II - DEFINITIONS

2.1  Account: The bookkeeping account maintained by the Benefits Investment
Committee, or its delegate, to reflect the Deferred Compensation credited to a
Participant, as further adjusted by Interest Credits on such Deferred
Compensation.

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

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

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

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

2.6 Code: The Internal Revenue Code of 1986, as it may be amended, and
Regulations thereunder.

2.7  Company: Sensient Technologies Corporation.

2.8  Deferred Compensation: An amount credited to a Participant's Account in
lieu of payment by the Employer to such Participant as base salary and/or bonus.

2.9  Eligible Employee: Any executive employee of the Employer designated by the
Benefits Investment Committee as eligible for the Plan Year in question.

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

2.11 ERISA: The Employee Retirement Income Security Act of 1974, as it may be
amended, and Regulations thereunder.



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

2.13 Participant: An Eligible Employee who begins participating in the Plan
effective as of the date set forth in Section 3.2.

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

2.15 Plan Year: The twelve-month period commencing on January 1/st/ and ending
on December 31/st/, which is the current fiscal year of the Company.

2.16 Regulation: A regulation, ruling or other interpretation, validly
promulgated by the U.S. Department of Treasury or U.S. Department of Labor, as
the case may be, and in effect at the time in question. Reference to a
Regulation or section thereof includes that Regulation or section and any
comparable Regulation or section that amends, supplements or supersedes that
Regulation or section.

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

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

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

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

                          ARTICLE III - PARTICIPATION

3.1  Eligibility: To participate in the Plan, an employee must be an Eligible
Employee. A "waiver of participation" must be signed when an Eligible Employee
declines an offer of participation in the Plan.

3.2  Effective Date of Participation: An Eligible Employee shall become a
Participant in the Plan as of the first date Deferred Compensation is credited
to his or her Account.

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

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

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

     (c) The Participant is no longer considered an Eligible Employee.

                                       2



                             ARTICLE IV - DEFERRALS

4.1  Deferral Limits: For each Plan Year, a Participant may elect to defer under
the Plan his or her base salary or bonus. Such deferral shall be a dollar amount
equal to: (a) the dollar amount of his or her base salary and bonus for the Plan
Year multiplied by the maximum percentage of base salary and bonus such
Participant could defer for such Plan Year under the Sensient Technologies
Corporation Savings Plan (without regard to any adjustment to such percentage
that may otherwise be required under Code Section 401(k)(3) for such Plan Year);
(b) reduced by the dollar limit in effect for such Plan Year under Code Section
402(g) (without any adjustment to such limit as may be permitted under Code
Section 414(v) for such Plan Year); and (c) rounded to the nearest $500. The
minimum deferral amount is $2,500 for a Plan Year.

4.2  Deferral Procedure: Deferrals may be made by payroll deductions from base
salary, or one-time deductions from annual bonus payments.

4.3  Timing of Election: A Participant's election to defer his or her base
salary or bonus must be made prior to the Plan Year in which such compensation
is earned. Each Eligible Employee selected to enter or continue in the Plan as a
Participant for the next Plan Year shall make his or her initial or additional
deferral election during the period designated by the Benefits Investment
Committee as the annual election period.

                              ARTICLE V - ACCOUNTS

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

5.2  Interest Credits: Each Account will be adjusted for Interest Credits from
and after the dates Deferred Compensation is credited thereon.

5.3  Frozen Retirement Account Balance: In no event shall a Participant's
Account balance be less than his or her frozen retirement account balance as of
December 31, 2002 as shown on his or her December 31, 2002 Account statement
issued pursuant to Section 5.4: (a) without adjustment for Deferred Compensation
or Interest Credits credited to his or her Account on or after January 1, 2003;
but (b) reduced by the amount of any withdrawals received by the Participant
pursuant to Section 6.4 or Article VII. on or after January 1, 2003.

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

                             ARTICLE VI - BENEFITS

6.1  At Retirement:

     (a) As soon as administratively feasible following the Participant's
Retirement, the Participant shall commence to receive payment of his or her
Account balance (with such Account balance increased by two percent (2%) and
with such adjusted Account balance subsequently credited with interest, as of
each December 31/st/ following the Participant's Retirement, at the Interest
Credit rate in effect as of the Participant's actual date of Retirement) in 180
substantially equal monthly payments. In the event the Participant does not
survive to receive 180 monthly payments, payments will continue to his or her
Beneficiary for the remaining period.

     (b) Alternatively, upon Retirement, a married Participant may elect to
receive the actuarially equivalent reduced value of the amount determined in
paragraph (a) above payable monthly in the form of a

                                       3



joint and 50% survivor annuity over the life of the Participant and his or her
spouse (and only if the Participant's spouse is his or her sole designated
Beneficiary) to commence as soon as administratively feasible following the
Participant's Retirement. The minimum to be paid will be equal to the 15-year
term certain amount determined under paragraph (a) above, but then reduced as
provided hereafter. The reductions from the 15-year term certain amounts in
order to compute the joint and 50% survivor annuity are:

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

     (c) Notwithstanding paragraphs (a) and (b) above, a Participant may elect
to receive a lump sum distribution of his or her Account balance payable as soon
as administratively feasible following Retirement but only if the Participant
either makes such election at least one full calendar year prior to Retirement,
or in lieu of such advance election, elects that his or her Account balance be
reduced by six percent (6%) at time of payment. A Participant may revoke an
election to receive a lump sum, but such revocation shall not be effective
unless made at least one full calendar year prior to his or her Retirement.

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

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

6.4  In-Service Election:

     (a) A Participant, prior to his or her termination of employment with the
Employer and the Company's affiliates, may elect to receive a lump sum
distribution of his or her Account balance payable either:

         (i)  as soon as administratively feasible on or after the January 1
     following one full Plan Year from the date of such election; or

         (ii) as soon as administratively feasible following such election, but
     in such event, the Participant's Account balance will be reduced by six
     percent (6%) at the time of payment.

                                       4



     (b) If a Participant makes an in-service distribution election, his or her
deferrals under the Plan shall be suspended for the remainder of the Plan Year
in which such election is made and for the next two succeeding full Plan Years.

6.5  Actuarial Equivalence: For purposes of Section 6.1(b), the actuarial
assumptions to be applied in calculating actuarial equivalence shall be
determined by the Benefits Investment Committee as of the date of the
Participant's Retirement.

                     ARTICLE VII - SUSPENSION OF DEFERRALS
                             AND ACCOUNT WITHDRAWALS

7.1  Hardship: Other than as provided in Section 6.4, a Participant may suspend
his or her deferrals to this Plan and/or make a withdrawal from his or her
Account only as a result of unanticipated, financial emergency and hardship
which is beyond the control of the Participant and only if this is necessary in
light of the immediate and serious financial need of the Participant. The
amount, if any, of a Participant's suspension of deferrals or withdrawal from
his or her Account shall be determined by the Benefits Investment Committee, but
may not exceed the amount required to meet the Participant's immediate and
serious financial need by reason of such emergency or hardship.

7.2  Request to Suspend Deferrals or Make a Withdrawal: A Participant shall
submit to the Benefits Investment Committee, or its delegate, a written request
to suspend his or her deferrals and/or to make a withdrawal from his or her
Account pursuant to this Article, which submission shall include financial data
and other information deemed necessary by the Benefits Investment Committee, or
its delegate, to support the request.

                  ARTICLE VIII - CHANGE OF CONTROL OF COMPANY

8.1  Lump Sum Distribution; Continued Participation:

     (a) Notwithstanding any other provision of this Plan, in the event of the
Change of Control of the Company, each Participant (or, if the Participant is
deceased, the Participant's Beneficiary) shall receive a lump sum distribution
of his or her Account balance (or, if already in pay status, a lump sum
distribution of the actuarial present value of his or her remaining payments) as
soon as administratively feasible after the date of such Change of Control. If
the Participant is receiving monthly payments as of the date of the Change of
Control, the assumptions regarding the interest rate and the duration of
payments to be applied in calculating the actuarial present value, as of the
date of the Change of Control, of the Participant's remaining payments shall be
determined by the Benefits Investment Committee.

     (b) Subject to Section 2.8, each Participant employed with the Company as
of the date of the Change of Control shall continue to be eligible to
participate in this Plan until his or her Retirement, death or other termination
of employment, and upon such Participant's Retirement, death or other
termination of employment any Deferred Compensation (and Interest Credits on
such Deferred Compensation) under this Plan subsequent to the lump sum
distribution under paragraph (a) above shall be payable as provided in Article
VI, as applicable.

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

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

                                       5



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

     (b) individuals who, as of September 10, 1998, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
September 10, 1998 whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board; or

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

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

                  ARTICLE IX - ADMINISTRATION; BENEFIT CLAIMS

9.1  Administration: The Benefits Investment Committee shall be responsible for
the general operation and administration of this Plan and shall have the full
authority to interpret and construe this Plan and to take whatever actions it
deems necessary and proper to carry out its obligations under the Plan.
Day-to-day to administration of the Plan is the responsibility of the Company's
Vice President of Human Resources under the direction of the Benefits Investment
Committee.

                                       6



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

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

9.2  Benefit Claims: The Benefits Administrative Committee shall have the full
authority to determine and review claims for benefits under this Plan and to
take whatever actions it deems necessary and proper to carry out its obligations
under the Plan.

     (a) The Benefits Administrative Committee's determination of benefit claims
under this Plan, and actions thereunder, shall be binding and conclusive on all
persons and for all purposes. A member of the Benefits Administrative Committee
will not be prevented from receiving any benefits to which he or she may be
entitled as a Participant or Beneficiary in the Plan, so long as the benefits
are computed and paid on a basis which is consistent with the terms of the Plan
as applied to all other Participants and Beneficiaries.

     (b) A member of the Benefits Administrative Committee may not decide or
determine any matter or question relating solely to his or her own benefits
under the Plan unless such decision could be made by him or her under the Plan
if he or she were not a member of the Benefits Administrative Committee.

9.3  Claims Procedures:

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

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

                                       7



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

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

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

                           ARTICLE X - MISCELLANEOUS

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

10.2 Unfunded Top-Hat Plan:

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

     (b) Notwithstanding anything in the Plan to the contrary, if it is
determined by the Benefits Investment Committee that the continued participation
of any individual would jeopardize the Plan's status as a "top-hat plan" under
ERISA, such individual's participation in the Plan shall immediately cease and
such individual shall receive a lump sum distribution of his or her Account
balance as soon as administratively feasible.

                                       8



10.3 No Assignment or Alienation: Except as contemplated by Section 2.2, no
rights of any kind under this Plan shall, without the written consent of the
Benefits Investment Committee, be transferable or assignable by the Participant
or any Beneficiary or be subject to alienation, encumbrance, garnishment,
attachment, execution or levy or seizure by legal process of any kind, voluntary
or involuntary. Notwithstanding the preceding sentence, pursuant to rules
comparable to those applicable to qualified domestic relations orders ("QDROs"),
as determined by the Benefits Investment Committee, the Benefits Investment
Committee may direct a distribution, prior to any distribution date otherwise
described in the Plan, to an alternate payee (as defined under the rules
applicable to QDROs).

10.4 Successors and Assigns:

     (a) The Plan shall be binding upon the Participant, his or her
Beneficiaries, heirs, executors, administrators, successors and assigns. The
foregoing sentence shall not be construed as a waiver of the provisions of
Section 10.3.

     (b) If the Company sells, assigns or transfers all or substantially all of
its business and assets to any person, excluding its affiliates, or if the
Company merges into or consolidates or otherwise combines with any person which
is a continuing or successor entity, then the Company shall assign all of its
right, title and interest in this Plan as of the date of such event to the
person which is either the acquiring or successor entity, and such person(s)
shall assume and perform from and after the date of such assignment all of the
terms, conditions and provisions imposed by this Plan upon the Company. In case
of such assignment by the Company and of such assumption and agreement by such
person(s), all further rights as well as all other obligations of the Company
under this Plan thenceforth shall cease and terminate and thereafter the term
"Company" wherever used herein shall be deemed to mean such person(s) the
Company and the Benefits Investment Committee may determine that provisions
similar to those described in this Section 10.4(b) shall apply if one or more
affiliates of, but not all or substantially all of, the Company are divested and
the acquiring or successor entity agrees to assume sponsorship of the Plan with
respect to affected Participants. However, if the acquiring or successor entity
does not so agree, the Plan shall be considered as having terminated with
respect to Participants whose employment with the Employer and the Company's
affiliates terminates as a result of such transaction.

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

10.6 Other Benefits: In the event a Participant's other Employer-sponsored
qualified or non-qualified plan benefits should be reduced in any way by the
deferral of compensation under this Plan, the equivalent of such lost benefits,
as determined by the Benefits Investment Committee, will be restored by the
Employer at the time of the Participant's Retirement. In case of other
termination of employment, such lost benefits shall be restored only to the
extent the Employer, at its discretion, shall agree.

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

                                       9



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

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

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
this ___ day of _________, 2002.

                                    SENSIENT TECHNOLOGIES CORPORATION

                                    By______________________________________

ATTEST:

By:  __________________________

                                       10

EX-10.1(K)

                                                                 EXHIBIT 10.1(K)

                        SENSIENT TECHNOLOGIES CORPORATION
                         EXECUTIVE INCOME DEFERRAL PLAN

                  Amended and Restated as of December 31, 2002

                              ARTICLE I - PURPOSE

The Sensient Technologies Corporation Executive Income Deferral Plan (the
"Plan") was established, effective as of July 15, 1987, by Sensient Technologies
Corporation (formerly known as Universal Foods Corporation), a Wisconsin
corporation, as an alternative voluntary income deferral plan for selected
executive employees of Sensient Technologies Corporation and its participating
subsidiaries.

                            ARTICLE II - DEFINITIONS

2.1  Account: The bookkeeping account maintained by the Benefits Investment
Committee, or its delegate, to reflect the Deferred Compensation credited to a
Participant, as further adjusted by Interest Credits on such Deferred
Compensation.

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

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

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

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

2.6  Code: The Internal Revenue Code of 1986, as it may be amended, and
Regulations thereunder.

2.7  Company: Sensient Technologies Corporation.

2.8  Deferred Compensation: An amount credited to a Participant's Account in
lieu of payment by the Employer to such Participant as base salary and/or bonus.

2.9  Eligible Employee: Any executive employee of the Employer designated by the
Benefits Investment Committee as eligible for the Plan Year in question.

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

2.11 ERISA: The Employee Retirement Income Security Act of 1974, as it may be
amended, and Regulations thereunder.



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

2.13 Participant: An Eligible Employee who begins participating in the Plan
effective as of the date set forth in Section 3.2.

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

2.15 Plan Year: The twelve-month period commencing on January 1/st/ and ending
on December 31/st/, which is the current fiscal year of the Company.

2.16 Regulation: A regulation, ruling or other interpretation, validly
promulgated by the U.S. Department of Treasury or U.S. Department of Labor, as
the case may be, and in effect at the time in question. Reference to a
Regulation or section thereof includes that Regulation or section and any
comparable Regulation or section that amends, supplements or supersedes that
Regulation or section.

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

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

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

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

                          ARTICLE III - PARTICIPATION

3.1  Eligibility: To participate in the Plan, an employee must be an Eligible
Employee. A "waiver of participation" must be signed when an Eligible Employee
declines an offer of participation in the Plan.

3.2  Effective Date of Participation: An Eligible Employee shall become a
Participant in the Plan as of the first date Deferred Compensation is credited
to his or her Account.

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

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

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

     (c) The Participant is no longer considered an Eligible Employee.

                                       2



                             ARTICLE IV - DEFERRALS

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

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

4.3  Timing of Election: A Participant's election to defer his or her base
salary and/or bonus must be made prior to the Plan Year in which such
compensation is earned. Each Eligible Employee selected to enter or continue in
the Plan as a Participant for the next Plan Year shall make his or her initial
or additional deferral election during the period designated by the Benefits
Investment Committee as the annual election period.

                              ARTICLE V - ACCOUNTS

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

5.2  Interest Credits: Each Account will be adjusted for Interest Credits from
and after the dates Deferred Compensation is credited thereon.

5.3  Frozen Retirement Account Balance: In no event shall a Participant's
Account balance be less than his or her frozen retirement account balance as of
December 31, 2002 as shown on his or her December 31, 2002 Account statement
issued pursuant to Section 5.4: (a) without adjustment for Deferred Compensation
or Interest Credits credited to his or her Account on or after January 1, 2003;
but (b) reduced by the amount of any withdrawals received by the Participant
pursuant to Section 6.4 or Article VII. on or after January 1, 2003.

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

                             ARTICLE VI - BENEFITS

6.1  At Retirement:

     (a) As soon as administratively feasible following the Participant's
Retirement, the Participant shall commence to receive payment of his or her
Account balance (with such Account balance increased by two percent (2%) and
with such adjusted Account balance subsequently credited with interest, as of
each December 31/st/ following the Participant's Retirement, at the Interest
Credit rate in effect as of the Participant's actual date of Retirement) in 180
substantially equal monthly payments. In the event the Participant does not
survive to receive 180 monthly payments, payments will continue to his or her
Beneficiary for the remaining period.

     (b) Alternatively, upon Retirement, a married Participant may elect to
receive the actuarially equivalent reduced value of the amount determined in
paragraph (a) above payable monthly in the form of a joint and 50% survivor
annuity over the life of the Participant and his or her spouse (and only if the
Participant's spouse is his or her sole designated Beneficiary) to commence as
soon as administratively feasible following the Participant's Retirement. The
minimum to be paid will be equal to the 15-year term certain amount determined
under paragraph (a) above, but then reduced as provided hereafter. The
reductions from the 15-year term certain amounts in order to compute the joint
and 50% survivor annuity are:

                                       3



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

     (c) Notwithstanding paragraphs (a) and (b) above, a Participant may elect
to receive a lump sum distribution of his or her Account balance payable as soon
as administratively feasible following Retirement but only if the Participant
either makes such election at least one full calendar year prior to Retirement,
or in lieu of such advance election, elects that his or her Account balance be
reduced by six percent (6%) at time of payment. A Participant may revoke an
election to receive a lump sum, but such revocation shall not be effective
unless made at least one full calendar year prior to his or her Retirement.

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

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

6.4  In-Service Election:

     (a) A Participant, prior to his or her termination of employment with the
Employer and the Company's affiliates, may elect to receive a lump sum
distribution of his or her Account balance payable either:

         (i)  as soon as administratively feasible on or after the January 1
     following one full Plan Year from the date of such election; or

         (ii) as soon as administratively feasible following such election, but
     in such event, the Participant's Account balance will be reduced by six
     percent (6%) at the time of payment.

     (b) If a Participant makes an in-service distribution election, his or her
deferrals under the Plan shall be suspended for the remainder of the Plan Year
in which such election is made and for the next two succeeding full Plan Years.

6.5  Actuarial Equivalence: For purposes of Section 6.1(b), the actuarial
assumptions to be applied in calculating actuarial equivalence shall be
determined by the Benefits Investment Committee as of the date of the
Participant's Retirement.

                                       4



                     ARTICLE VII - SUSPENSION OF DEFERRALS
                             AND ACCOUNT WITHDRAWALS

7.1  Hardship: Other than as provided in Section 6.4, a Participant may suspend
his or her deferrals to this Plan and/or make a withdrawal from his or her
Account only as a result of unanticipated, financial emergency and hardship
which is beyond the control of the Participant and only if this is necessary in
light of the immediate and serious financial need of the Participant. The
amount, if any, of a Participant's suspension of deferrals or withdrawal from
his or her Account shall be determined by the Benefits Investment Committee, but
may not exceed the amount required to meet the Participant's immediate and
serious financial need by reason of such emergency or hardship.

7.2 Request to Suspend Deferrals or Make a Withdrawal: A Participant shall
submit to the Benefits Investment Committee, or its delegate, a written request
to suspend his or her deferrals and/or to make a withdrawal from his or her
Account pursuant to this Article, which submission shall include financial data
and other information deemed necessary by the Benefits Investment Committee, or
its delegate, to support the request.

                  ARTICLE VIII - CHANGE OF CONTROL OF COMPANY

8.1  Lump Sum Distribution; Continued Participation:

     (a) Notwithstanding any other provision of this Plan, in the event of the
Change of Control of the Company, each Participant (or, if the Participant is
deceased, the Participant's Beneficiary) shall receive a lump sum distribution
of his or her Account balance (or, if already in pay status, a lump sum
distribution of the actuarial present value of his or her remaining payments) as
soon as administratively feasible after the date of such Change of Control. If
the Participant is receiving monthly payments as of the date of the Change of
Control, the assumptions regarding the interest rate and the duration of
payments to be applied in calculating the actuarial present value, as of the
date of the Change of Control, of the Participant's remaining payments shall be
determined by the Benefits Investment Committee.

     (b) Subject to Section 2.8, each Participant employed with the Company as
of the date of the Change of Control shall continue to be eligible to
participate in this Plan until his or her Retirement, death or other termination
of employment, and upon such Participant's Retirement, death or other
termination of employment any Deferred Compensation (and Interest Credits on
such Deferred Compensation) under this Plan subsequent to the lump sum
distribution under paragraph (a) above shall be payable as provided in Article
VI, as applicable.

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

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

                                       5



     (b) individuals who, as of September 10, 1998, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
September 10, 1998 whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board; or

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

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

                  ARTICLE IX - ADMINISTRATION; BENEFIT CLAIMS

9.1  Administration: The Benefits Investment Committee shall be responsible for
the general operation and administration of this Plan and shall have the full
authority to interpret and construe this Plan and to take whatever actions it
deems necessary and proper to carry out its obligations under the Plan.
Day-to-day to administration of the Plan is the responsibility of the Company's
Vice President of Human Resources under the direction of the Benefits Investment
Committee.

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

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

                                       6



9.2  Benefit Claims: The Benefits Administrative Committee shall have the full
authority to determine and review claims for benefits under this Plan and to
take whatever actions it deems necessary and proper to carry out its obligations
under the Plan.

     (a) The Benefits Administrative Committee's determination of benefit claims
under this Plan, and actions thereunder, shall be binding and conclusive on all
persons and for all purposes. A member of the Benefits Administrative Committee
will not be prevented from receiving any benefits to which he or she may be
entitled as a Participant or Beneficiary in the Plan, so long as the benefits
are computed and paid on a basis which is consistent with the terms of the Plan
as applied to all other Participants and Beneficiaries.

     (b) A member of the Benefits Administrative Committee may not decide or
determine any matter or question relating solely to his or her own benefits
under the Plan unless such decision could be made by him or her under the Plan
if he or she were not a member of the Benefits Administrative Committee.

9.3  Claims Procedures:

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

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

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

                                       7



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

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

                           ARTICLE X - MISCELLANEOUS

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

10.2 Unfunded Top-Hat Plan:

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

     (b) Notwithstanding anything in the Plan to the contrary, if it is
determined by the Benefits Investment Committee that the continued participation
of any individual would jeopardize the Plan's status as a "top-hat plan" under
ERISA, such individual's participation in the Plan shall immediately cease and
such individual shall receive a lump sum distribution of his or her Account
balance as soon as administratively feasible.

10.3 No Assignment or Alienation: Except as contemplated by Section 2.2, no
rights of any kind under this Plan shall, without the written consent of the
Benefits Investment Committee, be transferable or assignable by the Participant
or any Beneficiary or be subject to alienation, encumbrance, garnishment,
attachment, execution or levy or seizure by legal process of any kind, voluntary
or involuntary. Notwithstanding the preceding sentence, pursuant to rules
comparable to those applicable to qualified domestic relations orders ("QDROs"),
as determined by the Benefits Investment Committee, the Benefits Investment
Committee may direct a distribution, prior to any distribution date otherwise
described in the Plan, to an alternate payee (as defined under the rules
applicable to QDROs).

10.4 Successors and Assigns:

                                       8



     (a) The Plan shall be binding upon the Participant, his or her
Beneficiaries, heirs, executors, administrators, successors and assigns. The
foregoing sentence shall not be construed as a waiver of the provisions of
Section 10.3.

     (b) If the Company sells, assigns or transfers all or substantially all of
its business and assets to any person, excluding its affiliates, or if the
Company merges into or consolidates or otherwise combines with any person which
is a continuing or successor entity, then the Company shall assign all of its
right, title and interest in this Plan as of the date of such event to the
person which is either the acquiring or successor entity, and such person(s)
shall assume and perform from and after the date of such assignment all of the
terms, conditions and provisions imposed by this Plan upon the Company. In case
of such assignment by the Company and of such assumption and agreement by such
person(s), all further rights as well as all other obligations of the Company
under this Plan thenceforth shall cease and terminate and thereafter the term
"Company" wherever used herein shall be deemed to mean such person(s) the
Company and the Benefits Investment Committee may determine that provisions
similar to those described in this Section 10.4(b) shall apply if one or more
affiliates of, but not all or substantially all of, the Company are divested and
the acquiring or successor entity agrees to assume sponsorship of the Plan with
respect to affected Participants. However, if the acquiring or successor entity
does not so agree, the Plan shall be considered as having terminated with
respect to Participants whose employment with the Employer and the Company's
affiliates terminates as a result of such transaction.

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

10.6 Other Benefits: In the event a Participant's other Employer-sponsored
qualified or non-qualified plan benefits should be reduced in any way by the
deferral of compensation under this Plan, the equivalent of such lost benefits,
as determined by the Benefits Investment Committee, will be restored by the
Employer at the time of the Participant's Retirement. In case of other
termination of employment, such lost benefits shall be restored only to the
extent the Employer, at its discretion, shall agree.

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

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

                                       9



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

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
this ___ day of _________, 2002.

                                        SENSIENT TECHNOLOGIES CORPORATION

                                        By______________________________________

ATTEST:

By:  _________________________

                                       10

EX-10.1(W)(2)

                                                              EXHIBIT 10.1(w)(2)

                                 AMENDMENT NO. 3

                                     TO THE

                SENSIENT TECHNOLOGIES TRANSITION RETIREMENT PLAN

     WHEREAS, Sensient Technologies Corporation. (the "Company") maintains the
Sensient Technologies Transition Retirement Plan (the "Plan"); and

     WHEREAS, the Company has submitted the Plan to the Internal Revenue Service
(the "IRS") for a determination on the continued qualified status of the Plan as
a consequence of legislation enacted over the past several years ("GUST"); and

     WHEREAS, as part of the review process, the IRS has requested that the
following amendments to the Plan be adopted in order to obtain a favorable GUST
determination letter.

     NOW THEREFORE, the Plan is hereby amended in the following respects
effective as of the dates specified therein:

1.   Section 6.5(d)(2)(A) of the Plan shall be amended effective as of December
     31, 1999 by the addition of the following to the end thereof to read as
     follows:

     "and a hardship distribution made on or after January 1, 2000 meeting the
     requirements of Section 402(k)(2)(B)(I)(IV) of the Internal Revenue Code."

2.   Section 9.2 of the Plan is deleted in its entirety effective as of January
     1, 2000 and Sections "9.3", "9.4", "9.5" and "9.6" are accordingly
     renumbered Sections "9.2", "9.3", "9.4" and "9.5", respectively.

3.   Section 9.2(c) of the Plan (as renumbered) shall be amended effective as of
     January 1, 2001 by the addition of the following sentence to the end
     thereof to read as follows:

     "For Plan Years beginning after December 31, 1997 in addition to the
     amounts specified in paragraphs (a), (b) and (c) of this Section 9.3, and
     this paragraph (c) of this Section 9.3, compensation shall also include any
     elective contributions to a qualified transportation fringe benefit program
     under Section 132(f)(4) of the Internal Revenue Code."

4.   Section 10.6 of the Plan is retitled as "Top-Heavy Plan Definitions and
     Ratios" effective as of January 1, 2000.

5.   Section 10.6 of the Plan is further amended by deleting its second to last
     sentence in its entirety effective as of January 1, 2000 and the phrase "or
     super top-heavy" in the last






     sentence of such Section 10.6 of the Plan shall also be deleted effective
     as of January 1, 2000.

2.   Paragraph "(c)" of Section 10.7 shall be deleted in its entirety effective
     as of January 1, 2000, and paragraph "(d)" shall accordingly be relettered
     as paragraph "(c)".

IN WITNESS WHEREOF, the foregoing instrument has been duly executed on this 16th
day of August, 2002.



                                       Sensient technologies Corporation



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

EX-10.1(W)(3)

                                                              EXHIBIT 10.1(w)(3)

                                 AMENDMENT NO. 4
                                     TO THE
                SENSIENT TECHNOLOGIES TRANSITION RETIREMENT PLAN
                     (As Restated Effective October 1, 1998)

         WHEREAS, Sensient Technologies Corporation (the "Company") maintains
the Sensient Technologies Transition Retirement Plan (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan, effective as of January
1, 2002, to: incorporate, in good faith, the provisions of the Economic Growth
and Tax Relief Reconciliation Act of 2001 and modify the Plan's claims procedure
in accordance with Department of Labor regulations; and

         WHEREAS, the Company desires to further amend the Plan, effective as of
January 1, 2003, to incorporate "model" Internal Revenue Service language
regarding minimum required distributions.

         NOW, THEREFORE, the Plan, which except as otherwise herein provided
shall remain in full force and effect, is hereby amended as follows:

         1. Section 1.3 of the Plan is amended, effective as of January 1,
2002, by the addition of the following sentence to the end thereof:

         "The Plan was further amended, effective as of January 1, 2002, to
         comply with applicable requirements of the Economic Growth and Tax
         Relief Reconciliation Act of 2001."

         2. Subparagraphs (d)(2)(A) and (B) of Section 6.5 of the Plan are
amended, effective as of January 1, 2002, by deleting them in their entirety
and by inserting new subparagraphs (d)(2)(A) and (B) in their place and stead to
read as follow:

            "(A) Eligible Rollover Distribution: An eligible rollover
                 distribution is any distribution of all or any portion of the
                 balance to the credit of the distributee, except that an
                 eligible rollover distribution does not include: any
                 distribution that is one of a series of substantially equal
                 periodic payments (not less frequently than annually) made for
                 the life (or life expectancy) of the distributee or the joint
                 lives - (or joint life expectancies) of the distributee and the
                 distributee's designated beneficiary, or for a specified period
                 of ten (10) years or more; any distribution to the extent such
                 distribution is required under Internal Revenue Code Section
                 401(a)(9); any distribution which is made upon hardship of the
                 distributee, and the portion of any distribution that is not
                 includible in gross income (determined without regard to the
                 exclusion for net unrealized appreciation with respect to
                 employer securities) unless such portion is transferred only to
                 an individual retirement account or annuity described in
                 Section 408(a) or (b) of the Internal Revenue Code, or to a
                 qualified defined contribution plan described in Section 401(a)
                 or



              403(a) of the Internal Revenue Code that agrees to separately
              account for amounts so transferred, including separately
              accounting for the portion of such distribution which is
              includible in gross income and the portion of such distribution
              which is not so includible.

         (B)  Eligible Retirement Plan: An eligible retirement plan is an
              individual retirement account described in Internal Revenue Code
              Section 408(a), an individual retirement annuity plan described
              in Internal Revenue Code Section 408(b), an annuity plan
              described in Internal Revenue Code Section 403(a), a qualified
              trust described in Internal Revenue Code Section 401(a), an
              annuity contract described in Internal Revenue Code Section
              403(b) or an eligible plan under Internal Revenue Code Section
              457(b) maintained by a state, political subdivision of a state,
              or any agency or instrumentality of a state and which agrees to
              separately account for amounts transferred into such plan from
              this Plan."

    3.   Section 6.6 is amended, effective as of January 1, 2003, by the
addition of the following new paragraph (h) to read as follows:

         "(h)     On and After January 1, 2002. For purposes of determining
                  required minimum distributions for calendar years beginning
                  with the 2003 calendar year, the provisions of Section 6.A
                  shall apply."

    4.   The Plan is amended, effective as of January 1, 2003, by the addition
of a new Section 6.A to read in its entirety as follows:

                                  "Section 6.A

                        MINIMUM DISTRIBUTION REQUIREMENTS

                  6.A.1.   General Rules

         (a)      Effective Date. The provisions of this Section 6.A will apply
                  for purposes of determining required minimum distributions
                  for calendar years beginning with the 2003 calendar year.

         (b)      Precedence. The requirements of this Section 6.A will take
                  precedence over any inconsistent provisions of the Plan.

         (c)      Requirements of Treasury Regulations Incorporated. All
                  distributions required under this Section 6.A will be
                  determined and made in accordance with the Treasury
                  regulations under Section 401(a)(9) of the Internal Revenue
                  Code.

                                       2



                  6.A.2.   Time and Manner of Distribution.

         (a)      Required Beginning Date. The Participant's entire interest
                  will be distributed, or begin to be distributed, to the
                  Participant no later than the Participant's required
                  beginning date.

         (b)      Death of Participant Before Distributions Begin. If the
                  Participant dies before distributions begin, the Participant's
                  entire interest will be distributed, or begin to be
                  distributed, no later than as follows:

                  (1)      If the Participant's surviving spouse is the
                           Participant's sole designated beneficiary, then
                           distributions to the surviving spouse will begin by
                           December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died, or by December 31 of the calendar year in which
                           the Participant would have attained age 70 1/2, if
                           later.

                  (2)      If the Participant's surviving spouse is not the
                           Participant's sole designated beneficiary, then,
                           distributions to the designated beneficiary will
                           begin by December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died.

                  (3)      If there is no designated beneficiary as of
                           September 30 of the year following the year of the
                           Participant's death, the Participant's entire
                           interest will be distributed by December 31 of the
                           calendar year containing the fifth anniversary of the
                           Participant's death.

                  (4)      If the Participant's surviving spouse is the
                           Participant's sole designated beneficiary and the
                           surviving spouse dies after the Participant but
                           before distributions to the surviving spouse begin,
                           this Section 6.A.2(b), other than Section
                           6.A.2(b)(1), will apply as if the surviving spouse
                           were the Participant.

                  For purposes of this Section 6.A.2(b) and 6.A.4, unless
                  Section 6.A2(b)(4) applies, distributions are considered to
                  begin on the Participant's required beginning date. If
                  Section 6.A.2(b)(4) applies, distributions are considered to
                  begin on the date distributions are required to begin to the
                  surviving spouse under Section 6.A.2(b)(1). If distributions
                  under an annuity purchased from an insurance company
                  irrevocably commence to the Participant before the
                  Participant's required beginning date (or to the
                  Participant's surviving spouse before the date distributions
                  are required to begin to the surviving spouse under Section
                  6.A.2(b)(1)), the date distributions are considered to begin
                  is the date distributions actually commence.

         (c)      Forms of Distribution. Unless the Participant's interest is
                  distributed in the form of an annuity purchased from an
                  insurance company or in a

                                       3



                  single sum on or before the required beginning date, as of the
                  first distribution calendar year distributions will be made in
                  accordance with Sections 6.A.3 and 6.A.4 of this Section 6.A.
                  If the Participant's interest is distributed in the form of an
                  annuity purchased from an insurance company, distributions
                  thereunder will be made in accordance with the requirements of
                  Section 401(a)(9) of the Internal Revenue Code and Treasury
                  regulations.

                  6.A.3. Required Minimum Distributions During Participant's
    Lifetime.

         (a)      Amount of Required Minimum Distribution For Each Distribution
                  Calendar Year. During the Participant's lifetime, the minimum
                  amount that will be distributed for each distribution calendar
                  year is the lesser of:

                  (1)    the quotient obtained by dividing the Participant's
                         account balance by the distribution period in the
                         Uniform Lifetime Table set forth in Section 1.401(a)
                         (9)-9 of the Treasury regulations, using the
                         Participant's age as of the Participant's birthday in
                         the distribution calendar year, or

                  (2)    if the Participant's sole designated beneficiary for
                         the distribution calendar year is the Participant's
                         surviving spouse, the quotient obtained by dividing the
                         Participant's account balance by the number in the
                         Joint and Last Survivor Table set forth in Section
                         1.401(a)(9)-9 of the Treasury regulations, using the
                         Participant's and spouse's attained ages as of the
                         Participant's and spouse's birthdays in the
                         distribution calendar year.

         (b)      Lifetime Required Minimum Distributions Continue Through Year
                  of Participant's Death. Required minimum distributions will be
                  determined under this Section 6.A.3 beginning with the first
                  distribution calendar year and up to and including the
                  distribution calendar year that includes the Participant's
                  date of death

                  6.A.4. Required Minimum Distributions After Participant's
         Death On or after Date Distributions Begin.

         (a)      Participant Survived by Designated Beneficiary. If the
                  Participant dies on or after the date distributions begin and
                  there is a designated beneficiary, the minimum amount that
                  will be distributed for each distribution calendar year after
                  the year of the Participant's death is the quotient obtained
                  by dividing the Participant's account balance by the longer of
                  the remaining life expectancy of the Participant or the
                  remaining life expectancy of the Participant's designated
                  beneficiary, determined as follows:

                                       4



                  (1)      The Participant's remaining life expectancy is
                           calculated using the age of the Participant in the
                           year of death, reduced by one for each subsequent
                           year.

                  (2)      If the Participant's surviving spouse is the
                           Participant's sole designated beneficiary, the
                           remaining life expectancy of the surviving spouse is
                           calculated for each distribution calendar year after
                           the year of the Participant's death using the
                           surviving spouse's age as of the spouse's birthday in
                           that year. For distribution calendar years after the
                           year of the surviving spouse's death, the remaining
                           life expectancy of the surviving spouse is calculated
                           using the age of the surviving spouse as of the
                           spouse's birthday in the calendar year of the
                           spouse's death, reduced by one for each subsequent
                           calendar year.

                  (3)      If the Participant's surviving spouse is not the
                           Participant's sole designated beneficiary, the
                           designated beneficiary's remaining life expectancy is
                           calculated using the age of the beneficiary in the
                           year following the year of the Participant's death,
                           reduced by one for each subsequent year.

         (b)      No Designated Beneficiary. If the Participant dies on or after
                  the date distributions begin and there is no designated
                  beneficiary as of September 30 of the year after the year
                  of the Participant's death, theminimum amount that will be
                  distributed for each distribution calendar year after the year
                  of the Participant's death is the quotient obtained by
                  dividing the Participant's account balance by the
                  Participant's remaining life expectancy calculated using the
                  age of the Participant in the year of death, reduced by one
                  for each subsequent year.

                  6.A.5. Definitions. For purposes of this Section, the
    following definitions shall have the following meanings:

         (a)      Designated beneficiary. The individual who is designated as
                  the Beneficiary under Section 2.2 of the Plan and is the
                  designated beneficiary under Section 401(a)(9) of the
                  Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4,of the
                  Treasury regulations.

         (b)      Distribution calendar year.  A calendar year for which a
                  minimum distribution is required. For distributions beginning
                  before the Participant's death, the first distribution
                  calendar year is the calendar year immediately preceding the
                  calendar year which contains the Participant's required
                  beginning date. For distributions beginning after the
                  Participant's death, the first distribution calendar year is
                  the calendar year in which distributions are required to begin
                  under Section 6.A.2(b). The required minimum distribution for
                  the Participant's first distribution calendar year will be
                  made on or before the Participant's required beginning date.
                  The
                                       5



                  required minimum distribution for other distribution calendar
                  years, including the required minimum distribution for the
                  distribution calendar year in which the Participant's required
                  beginning date occurs, will be made on or before December 31
                  of that distribution calendar year.

         (c)      Life expectancy. Life expectancy as computed by use
                  of the Single Life Table in Section 1.401(a)(9)-9 of
                  the Treasury regulations.

         (d)      Participant's account balance.  The account balance as of the
                  last Valuation Date in the calendar year immediately preceding
                  the distribution calendar year (valuation calendar year)
                  increased by the amount of any contributions made and
                  allocated or forfeitures allocated to the Account Balance as
                  of dates in the valuation calendar year after the Valuation
                  Date and decreased by distributions made in the valuation
                  calendar year after the Valuation Date. The account balance
                  for the valuation calendar year includes any amounts rolled
                  over or transferred to the Plan either in the valuation
                  calendar year or in the distribution calendar year if
                  distributed or transferred in the valuation calendar year.

         (e)      Required beginning date. The date specified in Section 6.4(f)
                  of the Plan."

    5.   Section 7.4 of the Plan is amended, effective as of January 1, 2002, by
deleting it and by inserting a new Section 7.4 in its place and stead to read as
follows:

                           "7.4 Claims Procedures. Claims made for benefits
         under the Plan shall be processed in accordance with the following
         paragraphs:

                  (a)      Claims for benefits under the Plan shall be submitted
                           in writing to the Committee, or a person designated
                           by the Committee, on a form prescribed for such
                           purpose.  Within 90 days after its receipt of any
                           claim for a benefit under the Plan, the Committee
                           (or its delegate) shall give written notice to the
                           claimant of its decision on the claim unless the
                           Committee (or its delegate) determines that special
                           circumstances require an extension of time for
                           processing the claim.  If an extension of time for
                           processing the claim is needed, a written notice
                           shall be furnished to the claimant within the 90-day
                           period referred to above which states the special
                           circumstances requiring the extension and the date by
                           which a decision can be expected, which shall be no
                           more than 180 days from the date the claim was filed.
                           If a claim for a benefit is being denied, in whole or
                           in part, such notice shall be written in a manner
                           calculated to be understood by the claimant and shall
                           include:

                           (1) the specific reason or reasons for such denial;

                           (2) specific references to Plan provisions upon which
                           the denial is based;

                                       6



                           (3)     a description of any additional material or
                                   information which may be needed to perfect
                                   the request, including an explanation of why
                                   such material or information is necessary;
                                   and

                           (4)     an explanation of the Plan's claim review
                                   procedures and the time limits applicable to
                                   such procedures including a statement of the
                                   claimant's right to bring a civil action
                                   under ERISA Section 502(a) following an
                                   adverse benefit determination on appeal.

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

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

                           (2)     In the case of an adverse benefit
                                   determination on appeal, the Committee will
                                   provide written notification to the claimant,
                                   set forth in a manner calculated to be
                                   understood by the claimant, of:

                                   (A)      the specific reason or reasons for
                                            the adverse determination on appeal;

                                   (B)      the specific Plan provisions on
                                            which the denial of appeal is based;

                                       7



                              (C) a statement that the claimant is entitled to
                                  receive, upon request and free of charge,
                                  reasonable access to, and copies of all
                                  documents, records, and other information
                                  `relevant' to the claimant's claim for
                                  benefits; and

                              (D) a statement of the claimant's right to being a
                                  civil action under ERISA Section 502(a).

                    (c)  A document, record or other information shall be
                         considered `relevant' to a claimant's claim if such
                         document, record or other information: (1) was relied
                         upon in making the benefit determination; (2) was
                         submitted, considered, or generated in the course of
                         making the benefit determination, without regard to
                         whether such document, record, or other information was
                         relied upon in making the benefit determination; or (3)
                         demonstrates compliance with the administrative
                         processes and safeguards required in making the benefit
                         determination."

     6.   Paragraph (a) of Section 9.1 of the Plan is amended, effective as of
January 1, 2002, by deleting it in its entirety and by inserting a new paragraph
(a) in its place and stead to read as follows:

          "(a) The annual addition to a Participant's accounts for any
               `limitation year' for purposes of this Section and Section 415 of
               the Internal Revenue Code, when added to the Participant's annual
               additions for that limitation year under any other qualified
               defined contribution plan of the Company or an Affiliated Company
               shall not exceed the lesser of (i) $40,000, adjusted for
               increases in the cost-of-living under Section 415(d) of the
               Internal Revenue Code; or (ii) 100% of the Participant's
               compensation within the meaning of Section 415(c)(3) of the
               Internal Revenue Code, for the limitation year. The compensation
               limit referred to in (ii) above shall not apply to any
               contribution for medical benefits after separation from service
               (within the meaning of Section 401(h) or Section 419A(f)(2) of
               the Internal Revenue Code) which is otherwise treated as an
               annual addition."

     7.   Section 10 of the Plan is amended, effective as of January 1, 2002, by
deleting it in its entirety and inserting a new Section 10 in its place and
stead to read as follows:

                                   "Section 10

                        SPECIAL RULES FOR TOP-HEAVY PLANS

                        "10.1   Definition of Key Employee:  A key employee is
          any Employee or former Employee (including any deceased Employee) who
          at any time during the Plan Year that includes the determination date
          was: (i) an officer

                                       8



          of the Company or an Affiliated Company having annual compensation
          greater than $130,000 (as adjusted under Internal Revenue Code Section
          416(i)(1) for Plan Years beginning after December 31, 2002), (ii) a
          five percent owner of the Company or an Affiliated Company, or (iii) a
          one percent owner of the Company or an Affiliated Company having
          annual compensation greater than $150,000. For purposes of this
          definition the following paragraphs shall also apply:

                    (a)  The terms `key employee,' `former key employee,' and
                         `non-key employee' include the beneficiaries of such
                         individuals. The term `non-key employee' means any
                         Employee who is not a key employee.

                    (b)  Whether an individual is an officer shall be determined
                         upon the basis of all the facts, including, for
                         example, the source of the officer's authority, the
                         term for which elected or appointed, and the nature and
                         extent of the duties to be performed.

                    (c)  Self-employed individuals are to be treated as
                         Employees and their earned income form self-employment
                         is to be treated as compensation for purposes of this
                         Section.

                    The determination of who is a key employee will be made in
          accordance with Section 416(i)(1) of the Internal Revenue Code and the
          applicable regulations and other guidance of general applicability
          issued thereunder."

                         10.2. Aggregation Rules. Plans shall be aggregated
          pursuant to Section 9.6. The following paragraphs describe the
          required aggregation and permissive aggregation rules:

                    (a)  Required Aggregation Group. The required aggregation
                         group of the Company includes each qualified retirement
                         plan (including a simplified employee pension plan) of
                         the Company in which a key employee participates in the
                         Plan Year containing the determination date, or any of
                         the four (4) preceding Plan Years. In addition, each
                         other such plan of the Company which, during this
                         period, enables any such plan in which a key employee
                         participates to meet the nondiscrimination in benefits
                         or contributions requirements of Section 401(a)(4) of
                         the Internal Revenue Code or the minimum participation
                         standards of Section 410 of the Internal Revenue Code,
                         is part of the required aggregation group.

                    (b)  Permissive Aggregation Group. A permissive aggregation
                         group consists of plans of the Company that are
                         required to be aggregated, plus one or more plans that
                         are not part of a required aggregation group but that
                         satisfy the requirements of Sections 401(a)(4) and 410
                         of the Internal Revenue Code when considered together
                         with the required aggregation group.

                                       9



                    (c)  Collectively Bargained Plans. Collectively bargained
                         plans that include a key employee must be included in
                         the required aggregation group for the Company.
                         Collectively bargained plans that do not include a key
                         employee may be included in a permissive aggregation
                         group. The special top-heavy rules do not apply to
                         collectively bargained plans, however, whether or not
                         they include a key employee.

                         10.3 Determination Date. Whether a plan is top-heavy is
          determined on the determination date. The determination date is (i)
          the last day of the preceding Plan Year, or (ii) in the case of the
          first Plan Year, the last day of such first Plan Year. The present
          value of accrued benefits and distribution made as of the
          determination date are generally determined as of the determination
          date. An Employee's status as a key employee is based on the Plan Year
          containing the determination date. If more than one plan is aggregated
          pursuant to Section 10.2, the present value of the accrued benefits
          (including distributions for key employees and all Employees) is
          determined separately for each plan as of each plan's determination
          date. The plans are then aggregated by adding the results of each plan
          as of the determination dates for such plans that fall within the same
          calendar year. If the total results show that the plans are top-heavy,
          each plan will be top-heavy for the plan year commencing immediately
          following its respective determination date.

                         10.4 Present Value of Accrued Benefits in a Defined
          Contribution Plan. The present value of accrued benefits in the Plan,
          for purposes of this Section 10, as of the determination date for any
          individual (computed using a five percent (5%) interest assumption and
          a 1971 GAM assumption), includes the balance of (i) the individual's
          Company Contribution Account as of the most recent valuation date
          occurring within a twelve (12) month period ending on the
          determination date, and (ii) an adjustment for employer contributions
          due as of the determination date. In the case of a defined
          contribution plan, other than a money purchase pension plan, the
          adjustment in (ii) is generally the amount of any Company
          contributions actually made after the valuation date but on or before
          the determination date. However, in the first Plan year of the Plan,
          the adjustment in (ii) should also reflect the amount of any
          contributions made after the determination date that are allocated as
          of a date in the first Plan year. In the case of a money purchase
          plan, the account balance in (i) should include contributions that
          would be allocated as of a date not later than the determination date,
          even though those amounts are not yet required to be contributed. The
          adjustment in (ii) should reflect the amount of any contribution
          actually made (or due to be made) after the valuation date but before
          the expiration of the extended payment period in Section 412(c)(10) of
          the Internal Revenue Code. The present value of accrued benefits
          includes Employee contributions whether voluntary or mandatory,
          determined as the balance of such Employee's contribution account as
          of the determination date. If an Employee has not performed services
          for the employer maintaining the Plan at any time during the one (1)
          year period ending on the determination date, any accrued

                                       10



     benefit for such individual (and the account of such individual) shall not
     be taken into account.

                    10.5 Adjustments to Present Value of Accrued Benefits.

               (a)  Distributions. The present values of accrued benefits of an
                    Employee as of the determination date shall be increased by
                    the distribution made with respect to the Employee under the
                    Plan and any plan aggregated with the Plan under Section
                    416(g)(2) of the Internal Revenue Code during the one (1)
                    year period ending on the determination date. The preceding
                    sentence shall also apply to distributions under a
                    terminated plan which had it not been terminated would have
                    aggregated with the Plan as part of the required aggregation
                    group. In the case of a distribution made for a reason other
                    than separation from service, death or disability, this
                    provision shall be applied by substituting `five (5) year
                    period' for one (1) year period.'

               (b)  Rollovers and Plan-to-Plan Transfers. In the case of
                    unrelated rollovers or plan-to- plan transfers, the plan
                    providing the distributions always counts the distribution
                    and the plan accepting the rollover or transfer does not
                    consider the rollover part of the accrued benefit. In the
                    case of related rollovers or transfers, the plan providing
                    the rollover does not count the rollover as a distribution
                    and the plan accepting the rollover counts the rollover in
                    the present value of the accrued benefits. An unrelated
                    rollover or transfer is both initiated by the Employee and
                    made from a plan maintained by one employer to a plan
                    maintained by another employer. A related rollover or
                    transfer is either not initiated by the Employee or is made
                    to a plan maintained by the same employer.

                    10.6 Top-Heavy Plan Definition and Ratio. The term
     "top-heavy group" means any aggregation group if the sum (as of the
     determination date) of the present value of the accrued benefits for key
     employees under all defined benefit plans included in such group and all
     defined contribution plans included in such group exceeds sixty percent
     (60%) of a similar sum determined for all Employees, excluding former key
     employees. In the case of plans that are required to be aggregated, each
     plan in the required aggregation group will be top-heavy if the group is
     top-heavy. No plan in the required aggregation group will be top-heavy if
     the group is not top-heavy. If a permissive aggregation group is top-heavy,
     only those plans that are part of the required aggregation group are
     top-heavy. Plans that are not part of the required aggregation group are
     not top-heavy. The Committee shall determine for each Plan Year whether the
     Plan is top-heavy, but precise top-heavy ratios need not be computed every
     year.

                    10.7 Adjustments to Plan Provisions if Plan is Top-Heavy.
     For any Plan Year that the Plan is top-heavy, the following adjustments to
     its

                                       11



          provisions shall be applicable and shall be implemented by the
          Committee where necessary to preserve the qualified status of the
          Plan:

               (a)  Vesting. Notwithstanding the vesting schedule set forth in
                    Section 6.2 of the Plan, the Vested Balance of a
                    Participant's Company Contribution Account shall be as set
                    forth in Section 6.2, or greater, as set forth in the
                    following schedule:

                        Years of Vesting Service         Vested Percentage
                        ------------------------         -----------------
                        Less than 2                             0%
                                  2                            20%
                                  3                            40%
                                  4                            60%
                                  5                            80%
                                  6                           100%

                    In applying this alternate vesting schedule, the same years
                    of Vesting Service recognized for purposes of Section 6.2
                    shall be recognized hereunder. The Company Contribution
                    Account subject to this alternate vesting schedule includes
                    balances accrued before the Plan became top-heavy and before
                    the top-heavy rules were adopted by law. This alternate
                    vesting schedule shall not apply, however, to the Company
                    Contribution Account of any Employee who is not credited
                    with an Hour of Service in any Plan Year for which the Plan
                    is determined to be top-heavy. When the Plan ceases to be
                    top-heavy, the vesting schedule above shall be disregarded,
                    and the schedule set forth in Section 6.2 shall again apply.
                    However, in changing the vesting schedule, the requirements
                    applicable to changes in vesting schedules described in
                    Internal Revenue Code Section 411(a)(10) shall be satisfied.
                    Thus, any portion of the accrued benefit that was
                    nonforfeitable must remain nonforfeitable and any Employee
                    with three (3) or more years of Vesting Service must be
                    given the option of remaining under the vesting schedule in
                    effect before the change.

               (b)  Minimum Benefits. The Company contributions and forfeitures
                    allocated to the Company Contribution Account of any non-key
                    employee for each Plan Year in which the Plan is top -heavy
                    must equal at least five percent (5%) of compensation for
                    that Plan Year for each non-key employee. The Employees who
                    must receive the defined contribution plan minimum benefit
                    are all non-key employees covered by the Plan who have
                    satisfied the eligibility requirements of the Plan as to age
                    and waiting period of service, and who have not incurred a
                    Termination of Employment as of the last day of the Plan
                    Year. The Employees covered by the Plan include individuals
                    who have (i) failed to complete one year of

                                       12



                           service, (ii) declined to make mandatory
                           contributions to the Plan, or (iii) been excluded
                           from the Plan because such individual's compensation
                           is less than a stated amount but must be considered
                           `participants' to satisfy applicable coverage
                           requirements. The minimum benefit to be provided
                           hereunder may not be integrated with social security.

                  (c)      Compensation. For purposes of this Article the term
                           `compensation' means compensation as defined in
                           Internal Revenue Code Section 415(c)(3)."

         IN WITNESS WHEREOF, the foregoing Amendment has been duly executed this
  ____ day of ___________, 2002.

                                               SENSIENT TECHNOLOGIES CORPORATION



                                               _________________________________

                                       13

EX-13.1

                                                                    EXHIBIT 13.1

MANAGEMENT'S ANALYSIS OF OPERATIONS & FINANCIAL CONDITION

OVERVIEW

2002 was a successful year of growth for Sensient Technologies Corporation ("the
Company"). For the year, the Company reported record levels of revenue, earnings
per share and cash flow from the operating activities of continuing operations.
The Company also increased the annual cash dividend paid on its common stock
from 53 cents per share to 56 cents per share in order to allow shareholders to
participate immediately and directly in the Company's success.

The Company completed four acquisitions during 2002 that have added new products
and technologies in display imaging, specialty inks, cosmetic ingredients,
flavors and fragrances. The Company also implemented a number of specific
initiatives to improve profitability and growth opportunities within its
businesses. Both acquisitions and improvements in core operations contributed to
strong growth in revenue and earnings during the year.

2002 marked the completion of the Company's cost reduction programs that began
with the facilities consolidation plan announced in December of 2000. The cost
savings achieved from this and subsequent actions have dramatically improved the
Company's cost structure. During 2002, an additional $10.5 million of savings
were achieved, resulting in total annual savings of $20 million under these
programs.

The Company achieved operating income in 2002 of $146.5 million, an increase of
$25.0 million, or 20.6% over 2001 operating income of $121.5 million. 2002
earnings from continuing operations of $80.7 million represent a $15.7 million,
or a 24.2% improvement compared to 2001 earnings of $65.0 million. Diluted
earnings per share from continuing operations were $1.69 in 2002, an increase of
24.3% over 2001 diluted earnings per share of $1.36.

RESULTS OF OPERATIONS

2002 VS. 2001 - CONTINUING OPERATIONS

Revenue from continuing operations for 2002 was $939.9 million, an increase of
$123.0 million, or 15.0%, over 2001. The Color Group increased revenue by $70.5
million, or 25.5% over 2001, to $346.5 million for 2002. This increase was
driven by the recently acquired technical color businesses, as well as growth in
the pharmaceutical, cosmetic and natural color product lines. The increase was
partially offset by lower sales of synthetic dyes to food and beverage
customers. Revenue for the Flavors & Fragrances Group increased by $46.5
million, or 8.8%, over 2001, to $572.2 million for 2002. Revenue increased in
all major categories, with strong growth in fragrances and beverage flavors. The
March 2002 acquisition of the flavors and essential oils operations of
C. Melchers GmbH & Company also contributed to the Flavors & Fragrances Group's
increase in revenue.

Gross profit for 2002 was $308.3 million, an increase of $40.7 million, or
15.2%, over 2001. The Color Group increased gross profit 29.3%, to $136.1
million in 2002, primarily as a result of recently acquired businesses and
growth in key product categories. Gross profit for the Flavors & Fragrances
Group increased 6.3%, to $156.6 million in 2002. This increase was the result of



higher revenue and realized cost savings, partially offset by increased material
costs. The Company's gross margin was 32.8% for both 2002 and 2001. The Color
Group increased its gross margin 120 basis points, to 39.3% of revenue,
primarily as a result of recently acquired higher-margin businesses. The Flavors
& Fragrances Group gross margin decreased 60 basis points, to 27.4% of revenue,
which resulted from increased material costs and changes in product mix.

Selling and administrative expenses were $161.8 million in 2002, a 10.7%
increase over 2001. The increase was primarily attributable to the higher
selling and administrative expenses of acquired businesses, as well as increased
employee benefit expense and increased salary expense from newly created
management positions in the Color and Flavors & Fragrances Groups. For the year,
selling and administrative expenses as a percent of revenue decreased to 17.2%
versus 17.9% in 2001. The mandatory adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets,"
reduced selling and administrative expenses in 2002. On a comparable basis,
assuming SFAS No. 142 had been adopted in 2001, selling and administrative
expenses, as a percent of revenue, would have been 16.8%. See "Critical
Accounting Policies" for additional details on SFAS No. 142.

Operating income was $146.5 million compared to $121.5 million in 2001, an
increase of 20.6%. The increase in operating income was driven by the
combination of higher revenue and realized cost savings. The adoption of SFAS
No. 142 also increased operating income by $8.9 million. On a comparable basis,
assuming SFAS No. 142 had been adopted in 2001, operating income would have
increased by 12.3%.

Favorable exchange rates increased revenue by approximately 1% for the year. The
impact of exchange rates on earnings for the year was minimal.

[GRAPHIC APPEARS HERE]

Interest expense decreased $2.0 million to $29.5 million in 2002. The decrease
was a result of lower interest rates more than offsetting higher average
outstanding debt balances.

The effective income tax rate on continuing operations was 31.0% in 2002. The
2002 tax rate was reduced as a result of the expected settlement of certain tax
liabilities. Excluding this reduction, the effective tax rate in 2002 would have
been approximately 31.8%. The effective tax rate was 27.8% in 2001. The 2001 tax
rate was reduced as a result of the expected settlement of certain tax
liabilities and an adjustment of the valuation allowance made possible by the
ability to utilize state and foreign net operating loss carryforwards. Without
the adjustment for these factors, and had SFAS No. 142 been adopted in 2001, the
2001 effective tax rate would have been 31.6%.

Earnings from continuing operations were $80.7 million, or $1.69 per share
diluted, in 2002 compared to $65.0 million, or $1.36 per share diluted, in 2001.
Diluted earnings per share from continuing operations in 2002 included a benefit
of $.17 from the required adoption of SFAS No. 142.

                                        2



2001 VS. 2000 - CONTINUING OPERATIONS

Revenue from continuing operations for 2001 was $816.9 million, an increase of
$7.8 million, or 1.0%, over 2000. The increase in revenue is attributable to an
increase of $14.5 million, or 2.8%, in the Flavors & Fragrances Group. Color
Group revenue was 2.7% lower than 2000 due to the strengthening U.S. dollar and
the divestiture of non-strategic businesses in 2000. Excluding foreign exchange
and the divestitures, revenue for the Company would have increased approximately
4%. Both the Flavors & Fragrances and Color Groups were negatively impacted by
lower demand as customers had fewer new product introductions and reduced
inventory levels. Sales initiatives in the fourth quarter resulted in improved
revenue. Fourth quarter 2001 revenue increased 10.6% over the fourth quarter of
the prior year.

Gross margin for 2001 was 32.8% compared to 35.1% in 2000. Gross margin in the
Flavors & Fragrances Group declined 2.7% primarily due to the impact of higher
energy costs in the dehydrated flavors business. In November 2001, the
dehydrated flavors business implemented price increases to mitigate the negative
effect of higher energy costs. The gross margin for the Color Group declined
1.6% due to a shift in product mix.

Selling and administrative expenses were $146.1 million in 2001, a decrease of
$6.9 million, or 4.5%, from 2000. The Company's December 2000 and April 2001
programs to consolidate facilities and streamline the workforce were the primary
reasons for this reduction in expenses. Lower contributions to benefit plans in
2001 and continued emphasis on controlling costs also reduced selling and
administrative expenses.

Operating income was $121.5 million compared to $131.2 million in 2000,
excluding special charges of $19 million in 2000. The strengthening of the U.S.
dollar reduced 2001 operating income by $1.4 million. Operating income decreased
$6.4 million in the Flavors & Fragrances Group primarily due to the increase in
energy costs. Operating income decreased $1.5 million in the Color Group due to
a shift in product mix. Both Groups reported increases in operating income in
the fourth quarter of 2001 compared to the same period in 2000.

Interest expense decreased $2.6 million to $31.5 million in 2001. The decrease
was due to lower average outstanding debt and lower average interest rates. The
proceeds from the Red Star Yeast divestiture were used primarily to reduce
outstanding debt, repurchase the Company's stock and to fund acquisitions of
companies with high growth potential.

The effective tax rate was 27.8% in 2001. The 2001 tax rate was reduced as a
result of the expected settlement of certain tax liabilities and an adjustment
of the valuation allowance made possible by the ability to utilize state and
foreign net operating loss carryforwards. Excluding these reductions, the
effective tax rate in 2001 would have been approximately 33.8%. The effective
tax rate in 2000 was also 27.8%, which included a one-time tax benefit realized
from ceasing dehydrated operations in Ireland. Excluding this benefit and other
minor one-time items, the effective tax rate would have been approximately 32.6%
in 2000.

Earnings from continuing operations were $65.0 million, or $1.36 per share
diluted, in 2001 compared to $1.15 in 2000. Diluted earnings per share from
continuing operations in 2000

                                        3



included special charges of $19.0 million ($13.3 million, or $.27 per share,
after tax). Without the special charges, 2000 diluted earnings per share from
continuing operations were $1.42.

LIQUIDITY AND FINANCIAL POSITION

The Company generated a record level of operating cash from continuing
operations in 2002. The Company also took advantage of strong investor demand
and historically low interest rates by issuing approximately $60 million of
privately placed debt in December 2002.

Cash provided by operating activities of continuing operations was $94.1 million
in 2002, $58.9 million in 2001 and $75.1 million in 2000. Operating cash flow
provided the primary source of funds to finance operating needs, capital
expenditures and shareholder dividends. The increase in cash provided by
continuing operations in 2002 was the result of increased earnings and working
capital reductions as compared to 2001.

Cash provided by operating activities of continuing operations in 2001 was
reduced as a result of tax payments and other transactional costs from the
disposal of the Yeast business and costs paid as part of the December 2000 and
April 2001 programs that consolidated facilities and streamlined the workforce.
Excluding these items, cash provided by continuing operations in 2001 would have
been approximately $86.7 million, a 15.4% increase over 2000.

[GRAPHIC APPEARS HERE]

Cash used for investing activities was $88.2 million in 2002, compared to cash
provided of $25.2 million in 2001 and cash used of $90.1 million in 2000. Cash
proceeds from the sale of assets were $8.9 million in 2002, $114.6 million in
2001 and $11.7 million in 2000. The 2001 proceeds were primarily a result of the
sale of Red Star Yeast. Cash used for acquisitions was $48.5 million in 2002,
$50.7 million in 2001 and $50.2 million in 2000. 2002 acquisitions include
Cardre, Inc., a Plainfield, New Jersey, manufacturer of specialty ingredients
used in cosmetics; ECS Specialty Inks and Dyes, a Morges, Switzerland, producer
and marketer of inks for specialty printing applications; SynTec GmbH, a Wolfen,
Germany, manufacturer of specialty dyes and chemicals for the imaging industry;
and the flavors and essential oils operations of C. Melchers GmbH & Company,
based in Bremen, Germany. The Company may be required to pay up to (euro)4.6
million Euro ($4.8 million) of additional cash consideration for the 2002
acquisitions subject to specific performance targets in the first two years
following the acquisitions. The Company is still evaluating the amount of any
additional consideration that it may be required to pay for the 2001
acquisitions, up to $9.0 million subject to specific 2002 performance targets.
Capital expenditures for continuing operations were $47.3 million in 2002, $38.0
million in 2001 and $45.2 million in 2000.

Cash used in financing activities was $6.8 million in 2002 and $85.5 million in
2001, compared to cash provided by financing activities of $1.4 million in 2000.
The Company had net borrowings of $25.5 million in 2002 compared to a reduction
in debt of $31.9 million in 2001 and net borrowings of $56.1 million in 2000. In
December 2002, the Company issued $38 million of U.S. dollar-denominated notes
with a coupon rate of 4.57% and SFr. 33 million of

                                        4



floating rate Swiss Franc-denominated notes, which mature December 2007. The
Swiss Franc-denominated notes had an average coupon rate of 1.57% at December
31, 2002. Cash proceeds received from the additional borrowings were used to
refinance current maturities of long-term debt and fund acquisitions, as well as
for general corporate purposes. The Company maintains debt levels it considers
prudent based on its cash flows, interest coverage and percentage of total debt
to total capital.

The Company has a share repurchase program under which it is authorized to
repurchase up to 10.0 million shares of Company stock. As of December 31, 2002,
5.2 million shares were available under the authorization. During 2002, 2001 and
2000, the Company repurchased 0.9 million, 1.7 million and 2.4 million shares at
a cost of $18.9 million, $37.0 million and $46.7 million, respectively.

The Company has paid uninterrupted quarterly cash dividends since commencing
public trading in its stock in 1962. On October 18, 2002, the Company announced
an increase in its quarterly cash dividend on its common stock from 13.25 cents
per share to 14 cents per share, commencing with the dividend paid on December
2, 2002. On an annualized basis, this announcement will increase the Company's
dividend from 53 cents per share to 56 cents per share. In 2002 and 2001, total
dividends paid per share were $0.5375 and $0.53, respectively.

The impact of inflation on both the Company's financial position and its results
of operations has been minimal and is not expected to adversely affect 2003
results.

The Company's debt to total capital was 52.8% as of December 31, 2002, down from
53.3% as of December 31, 2001. The decrease resulted from a slightly greater
increase in shareholders' equity compared to the increase in debt. The current
ratio was 2.3:1 at December 31, 2002, which is consistent with 2.2:1 at December
31, 2001. The Company's financial position remains strong, enabling it to meet
cash requirements for operations, capital expansion programs and dividend
payments to shareholders. The Company intends to fund acquisitions, working
capital requirements, principal and interest payments and other liabilities with
cash provided by operations, to the extent available, and short-term and
long-term borrowings under existing credit facilities.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition The Company recognizes revenue, net of any discounts, upon
shipment of goods to customers, at which time title passes, the customer is
obligated to pay the Company, and the Company has no remaining obligations.

Goodwill and Other Intangible Assets On January 1, 2002, the Company adopted
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that
upon adoption, amortization of goodwill and other intangible assets with
indefinite useful lives cease and instead, the carrying value of goodwill is
evaluated for impairment on an annual basis. The Company performed the
transitional impairment assessment of goodwill on January 1, 2002, and the
annual assessment on July 1, 2002. The assessments included comparing the
carrying amount of net assets, including goodwill, of each reporting unit to
their respective fair value as of the date of the assessment. Fair value was
estimated based upon an evaluation of future discounted

                                        5



cash flow as well as the public trading and private transaction valuation
multiples for comparable companies. Such determination of fair value yielded no
impairment. In the future, the Company will assess impairment annually.

Impairment of Long-lived Assets The Company reviews long-lived assets for
impairment whenever events or changes in business circumstances indicate that
the carrying amount of the assets may not be fully recoverable. The Company
performs undiscounted cash flow analyses to determine if impairment exists. If
impairment is determined to exist, any related impairment loss is calculated
based on discounted operating cash flows.

MARKET RISK FACTORS

The Company is exposed to market risks, including changes in interest rates,
currency exchange rates and commodity prices. To manage the volatility relating
to these exposures on a consolidated basis, the Company nets the exposures to
take advantage of natural offset. The Company also enters into various
derivative transactions for some of the remaining exposures pursuant to the
Company's policies covering hedging practices. The financial impacts of these
hedging instruments are offset by corresponding changes in the underlying
exposures being hedged. The Company does not hold or issue derivative financial
instruments for trading purposes. Note 1 to the Consolidated Financial
Statements includes a discussion of the Company's accounting policies for
financial instruments.

A key part of the Company's strategy is to expand into new geographic markets.
Because the Company manufactures and sells its products throughout the world, it
is exposed to movements in foreign currency exchange rates. The major foreign
currency exposures involve the markets in Western Europe, Mexico and Canada. The
primary purpose of the Company's foreign currency hedging activities is to
protect against the volatility associated with foreign currency sales, purchases
of materials and other assets and liabilities created in the normal course of
business. The Company utilizes foreign exchange contracts with durations of
generally less than 12 months that qualify as cash flow hedges under SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended.
At December 31, 2002 and 2001, the fair values of these instruments, based on
dealer quotes, were liabilities of $2.3 million and $0.5 million, respectively.
At December 31, 2002 and 2001, the potential gain or loss in the fair value of
the Company's outstanding foreign exchange contracts, assuming a hypothetical
10% fluctuation in the currencies of such contracts, would be approximately $6.1
million and $6.4 million, respectively. However, any change in the value of the
contracts, real or hypothetical, would be significantly offset by an inverse
change in the value of the underlying hedged items. In addition, this
hypothetical calculation assumes that each exchange rate would change in the
same direction relative to the U.S. dollar.

In December 2002, the Company entered into a SFr. 33 million Swiss
Franc-denominated note agreement. In November 2001, the Company entered into a
(euro)134 million Euro-denominated note agreement. These nonderivative
instruments have been designated as partial hedges of the Company's Swiss Franc
and Euro net asset positions. At December 31, 2002 and 2001, the potential
increase or decrease in the annual U.S. dollar interest expense of the Company's
outstanding foreign currency-denominated debt, assuming a hypothetical 10%
fluctuation in the currencies of such debt, would be approximately $1.0 million
and $0.8 million, respectively.

                                        6



However, any change in interest expense from fluctuations in currency, real or
hypothetical, would be offset by an inverse change in the value of the foreign
income before interest. In addition, this hypothetical calculation assumes that
each exchange rate would change in the same direction relative to the U.S.
dollar.

The Company manages its debt structure and interest rate risk through the use of
fixed rate and floating rate debt and through the use of derivatives. The
Company's primary exposure is to interest rates in the U.S. and Western Europe.
The Company uses interest rate swaps to hedge its exposure to interest rate
changes, manage the level of fixed and floating interest exposure and also to
lower its financing costs. During 2002 and 2001, the Company entered into a
series of interest rate swap agreements to manage the mix of fixed and floating
interest rate debt. These instruments are accounted for as fair value hedges
under SFAS No. 133. As of December 31, 2002 and 2001, the notional amount of the
interest rate swaps was $197.7 million and $148.0 million, respectively, with
varying maturities through January 2011. The fair value of the swaps, based on
dealer quotes, was an asset of $13.2 million, which was recorded primarily in
the "Other assets" line on the consolidated balance sheet at December 31, 2002.
The fair value of the interest rate swaps at December 31, 2001, was not
material. The potential gain or loss in the fair value of the outstanding
interest rate swaps at December 31, 2002 and 2001, assuming a hypothetical 10%
fluctuation in interest rates of such contracts, would be approximately $3.4
million for each year. At December 31, 2002 and 2001, the potential increase or
decrease in annual interest expense, assuming a hypothetical 10% fluctuation in
interest rates of floating rate debt, including the impact of swap contracts,
would be approximately $0.4 million for each year.

The Company is the purchaser of certain commodities such as corn, sugar, soybean
meal and fruits. The Company generally purchases these commodities based upon
market prices that are established with the vendor as part of the purchase
process. In general, the Company does not use commodity financial instruments to
hedge commodity prices due to a high correlation between the commodity cost and
the ultimate selling price of the product. On occasion, the Company may enter
into non-cancelable forward purchase contracts, as deemed appropriate, to reduce
the effect of price fluctuations on future manufacturing requirements.

CONTRACTUAL OBLIGATIONS

The Company is subject to certain contractual obligations, including long-term
debt and operating leases. The following table summarizes the Company's
significant contractual obligations as of December 31, 2002.

PAYMENTS DUE BY PERIOD



(IN THOUSANDS)                                TOTAL     *** 1 YEAR    2--3 YEARS    4--5 YEARS    ** 5 YEARS
- ------------------------------------------------------------------------------------------------------------
                                                                                  
Long-Term Debt                             $   524,081  $    12,374  $     31,035  $    283,927  $   196,745
Operating Lease Obligations                     20,889        5,449         6,878         3,216        5,346
- ------------------------------------------------------------------------------------------------------------
Total Contractual Obligations              $   544,970  $    17,823  $     37,913  $    287,143  $   202,091
============================================================================================================


- ----------
*** LESS THAN EQUAL TO
**  GREATER THAN

                                        7



NEW PRONOUNCEMENTS

In June 2002 the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." This
pronouncement is effective for exit or disposal activities that are initiated
after December 31, 2002, and requires these costs to be recognized when the
liability is incurred and not at project initiation. The Company does not
anticipate that the adoption of this statement will have a significant impact on
the Company's financial statements.

In December 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." This interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. This pronouncement is effective on a prospective basis
for guarantees issued or modified after December 31, 2002. The Company does not
anticipate that the adoption of this interpretation will have a significant
impact on its consolidated financial statements.

OUTLOOK

The Company seeks to increase revenue and profits through a number of strategic
actions. Strategies for growth include further development of existing markets
and entry into new product and geographic markets. In addition, the Company
continues to enhance its technologies and broaden its product base. The Company
has built strong relationships with market leaders in each of the industries
that it serves by providing superior technical support and service.

The Company continues to seek opportunities to grow in both food and non-food
markets. Current non-food applications include cosmetics, personal care
products, pharmaceutical ingredients, inks for ink-jet printers and a variety of
other products. The Company believes that the technologies of the Color Group
provide the greatest opportunities for growth in non-food applications. In the
food markets, the Company is continually developing new products to provide
higher-margin ingredient systems to its customers.

The Company completed four acquisitions in 2002 and two acquisitions in 2001.
The 2002 acquisition of SynTec GmbH and ECS Specialty Inks and Dyes expanded the
Company's technical color business. In 2002, the Company also completed the
acquisition of Cardre, Inc., a manufacturer of specialty colors and ingredients
used in cosmetics. The Company also acquired the flavors and essential oils
operations of C. Melchers GmbH & Company, which will broaden product offerings
and strengthen European operations. The 2001 acquisitions of Formulabs and the
technical dye business of Crompton Colors Incorporated, increased the Company's
market position in technical colors and ink-jet inks and will allow the Company
to enter new specialty markets.

                                        8



FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that reflect management's
current assumptions and estimates of future economic circumstances, industry
conditions, Company performance and financial results. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for such forward-looking
statements. Such forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties and other factors
that could cause actual events to differ materially from those expressed in
those statements. A variety of factors could cause the Company's actual results
and experience to differ materially from the anticipated results. These factors
and assumptions include the pace and nature of new product introductions by the
Company's customers; execution of the Company's acquisition program and results
of newly acquired businesses; the Company's ability to successfully implement
its growth strategies; industry and economic factors related to the Company's
domestic and international business; growth in markets for products in which the
Company competes; industry acceptance of price increases; and currency exchange
rate fluctuations. The Company does not undertake to publicly update or revise
its forward-looking statements even if experience or future changes make it
clear that any projected results expressed or implied therein will not be
realized.

                                        9



CONSOLIDATED STATEMENTS OF EARNINGS



IN THOUSANDS EXCEPT PER SHARE AMOUNTS  Years ended December 31,                   2002       2001       2000
- ------------------------------------------------------------------------------------------------------------
                                                                                          
REVENUE                                                                     $  939,886  $ 816,947  $ 809,163
Cost of products sold                                                          631,581    549,327    524,960
Selling and administrative expenses                                            161,810    146,130    153,010
Special charges (see Note 14)                                                       --         --     19,000
- ------------------------------------------------------------------------------------------------------------
   OPERATING INCOME                                                            146,495    121,490    112,193
   Interest expense                                                             29,523     31,531     34,165
- ------------------------------------------------------------------------------------------------------------
   EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                     116,972     89,959     78,028
   Income taxes                                                                 36,282     24,996     21,681
   Earnings from continuing operations                                          80,690     64,963     56,347
   Earnings from discontinued operations                                            --      8,639      3,265
   Accounting change                                                                --         --      2,431
============================================================================================================
NET EARNING                                                                 $   80,690  $  73,602  $  62,043
============================================================================================================
Basic earnings per share
   Continuing operations                                                    $     1.70  $    1.36  $    1.15
   Discontinued operations                                                          --        .18        .07
   Accounting change                                                                --         --        .05
- ------------------------------------------------------------------------------------------------------------
   Net earnings                                                             $     1.70  $    1.54  $    1.27
============================================================================================================
Diluted earnings per share
   Continuing operations                                                    $     1.69  $    1.36  $    1.15
   Discontinued operations                                                          --        .18        .07
   Accounting change                                                                --         --        .05
   Net earnings                                                             $     1.69  $    1.54  $    1.26
============================================================================================================
Average common shares outstanding -- basic                                      47,379     47,671     48,898
============================================================================================================
Average common shares outstanding -- diluted                                    47,788     47,926     49,166
============================================================================================================


See notes to consolidated financial statements.

                                       10



CONSOLIDATED BALANCE SHEETS



IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS   December 31,                             2002         2001
- ------------------------------------------------------------------------------------------------------------
                                                                                           
ASSETS
Current Assets:
   Cash and cash equivalents                                                        $     2,103  $     2,317
   Trade accounts receivable less allowance for losses of $4,885 and $4,060             160,155      134,626
   Inventories                                                                          269,701      240,955
   Prepaid expenses and other current assets                                             26,275       29,473
   Deferred income taxes                                                                 17,344        7,851
- ------------------------------------------------------------------------------------------------------------
Total current assets                                                                    475,578      415,222
Other assets                                                                             85,679       76,197
Goodwill                                                                                384,241      298,732
Intangible assets--at cost, less accumulated amortization of $4,089 and $3,244           13,235        6,442
Property, Plant and Equipment:
   Land and buildings                                                                   192,308      169,491
   Machinery and equipment                                                              443,475      410,370
- ------------------------------------------------------------------------------------------------------------
                                                                                        635,783      579,861
   Less accumulated depreciation                                                        304,545      267,561
- ------------------------------------------------------------------------------------------------------------
                                                                                        331,238      312,300
- ------------------------------------------------------------------------------------------------------------
Total assets                                                                        $ 1,289,971  $ 1,108,893
============================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Trade accounts payable                                                           $    55,546  $    53,295
   Accrued salaries, wages and withholdings from employees                               14,197       10,164
   Other accrued expenses                                                                65,069       42,602
   Income taxes                                                                          27,526       17,661
   Short-term borrowings                                                                 34,618       26,672
   Current maturities of long-term debt                                                  12,374       41,794
- ------------------------------------------------------------------------------------------------------------
Total current liabilities                                                               209,330      192,188
Deferred income taxes                                                                    10,942       18,071
Other liabilities                                                                        18,694        8,603
Accrued employee and retiree benefits                                                    39,940       36,078
Long-term debt                                                                          511,707      423,137
Commitments and contingencies                                                                --           --
Shareholders' Equity:
   Common stock, par value $.10 a share, authorized 250,000,000 shares;
    issued 53,954,874 shares                                                              5,396        5,396
   Additional paid-in capital                                                            72,390       72,493
   Earnings reinvested in the business                                                  621,525      566,374
   Treasury stock, 6,746,164 and 6,545,176 shares, respectively, at cost               (137,074)    (132,355)
   Unearned portion of restricted stock                                                  (2,951)      (2,623)
   Accumulated other comprehensive income (loss)                                        (59,928)     (78,469)
- ------------------------------------------------------------------------------------------------------------
                                                                                        499,358      430,816
- ------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                          $ 1,289,971  $ 1,108,893
============================================================================================================


See notes to consolidated financial statements.

                                       11



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



                                                               ADDITIONAL         EARNINGS       TREASURY STOCK
                                                     COMMON       PAID-IN    REINVESTED IN  ------------------------
IN THOUSANDS EXCEPT PER SHARE AMOUNTS                 STOCK       CAPITAL     THE BUSINESS       SHARES       AMOUNT
- --------------------------------------------------------------------------------------------------------------------
                                                                                          
BALANCES AT DECEMBER 31, 1999                    $    5,396  $     74,279  $       482,080    4,090,351  $   (81,046)
Net earnings                                                                        62,043
Foreign currency translation
Total comprehensive income
Cash dividends paid - $.53 a share                                                 (25,997)
Stock options exercised                                            (1,931)                     (722,654)      14,126
Benefit plans                                                         493                      (348,441)       6,865
Restricted stock                                                       31                       (21,000)         445
Other                                                                  (2)               2        5,859         (113)
Purchase of treasury stock                                                                    2,398,900      (46,749)
- --------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2000                         5,396        72,870          518,128    5,403,015     (106,472)
Net earnings                                                                        73,602
Cumulative effect of accounting change
 net of tax of $363
Unrealized gain on cash flow hedges
 net of tax of $289
Foreign currency translation
Total comprehensive income
Cash dividends paid - $.53 a share                                                 (25,356)
Stock options exercised                                              (552)                     (416,323)       8,022
Benefit plans                                                         261                      (105,716)       2,087
Restricted stock                                                      (86)                      (52,000)         970
Other                                                                                              (200)           4
Purchase of treasury stock                                                                    1,716,400      (36,966)
- --------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2001                         5,396        72,493          566,374    6,545,176     (132,355)
Net earnings                                                                        80,690
Unrealized loss on cash flow hedges
 net of tax of $152
Foreign currency translation
Total comprehensive income
Cash dividends paid--$.5375 a share                                               (25,539)
Stock options exercised                                              (342)                     (563,441)      11,332
Benefit plans                                                          54                       (98,155)       1,985
Restricted stock                                                      185                       (43,000)         868
Other                                                                                               584          (12)
Purchase of treasury stock                                                                      905,000      (18,892)
- --------------------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2002                    $    5,396  $     72,390  $       621,525    6,746,164  $  (137,074)
====================================================================================================================


                                                      UNEARNED       ACCUMLATED
                                                    PORTION OF            OTHER              TOTAL
                                                    RESTRICTED    COMPREHENSIVE      COMPREHENSIVE
IN THOUSANDS EXCEPT PER SHARE AMOUNTS                    STOCK    INCOME (LOSS)      INCOME (LOSS)
- --------------------------------------------------------------------------------------------------
                                                                        
BALANCES AT DECEMBER 31, 1999                     $     (1,871) $       (47,966)
Net earnings                                                                     $          62,043
Foreign currency translation                                            (22,934)           (22,934)
                                                                                 -----------------
Total comprehensive income                                                       $          39,109
                                                                                 -----------------
Cash dividends paid - $.53 a share
Stock options exercised
Benefit plans
Restricted stock                                           (93)
Other
Purchase of treasury stock
- --------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2000                           (1,964)         (70,900)
Net earnings                                                                     $          73,602
Cumulative effect of accounting change
 net of tax of $363                                                      (3,264)            (3,264)
Unrealized gain on cash flow hedges
 net of tax of $289                                                       2,837              2,837
Foreign currency translation                                             (7,142)            (7,142)
                                                                                 -----------------
Total comprehensive income                                                       $          66,033
                                                                                 -----------------
Cash dividends paid - $.53 a share
Stock options exercised
Benefit plans
Restricted stock                                          (659)
Other
Purchase of treasury stock
- --------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2001                           (2,623)         (78,469)
Net earnings                                                                     $          80,690
Unrealized loss on cash flow hedges
 net of tax of $152                                                      (1,599)            (1,599)
Foreign currency translation                                             20,140             20,140
                                                                                 -----------------
Total comprehensive income                                                       $          99,231
                                                                                 -----------------
Cash dividends paid--$.5375 a share
Stock options exercised
Benefit plans
Restricted stock                                          (328)
Other
Purchase of treasury stock
- --------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2002                     $     (2,951) $       (59,928)
==================================================================================================


See notes to consolidated financial statements.

                                       12



CONSOLIDATED STATEMENTS OF CASH FLOWS



IN THOUSANDS Years ended December 31,                                                   2002         2001        2000
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
Earnings from continuing operations                                              $    80,690  $    64,963  $   56,347
Adjustments to arrive at net cash provided by operating activities:
Depreciation and amortization                                                         41,290       46,290      45,554
Special charges                                                                           --           --      19,000
Gain on sale of assets                                                                (1,907)      (3,230)     (4,211)
Changes in operating assets and liabilities (net of effects from acquisition
 of businesses):
   Trade accounts receivable                                                          (8,922)      (9,865)     (4,002)
   Inventories                                                                       (17,377)       8,007     (17,363)
   Prepaid expenses and other assets                                                 (13,695)      (1,528)     (7,357)
   Accounts payable and other accrued expenses                                         3,239      (28,691)     (7,595)
   Accrued salaries, wages and withholdings from employees                             3,521       (1,762)       (621)
   Income taxes                                                                        7,303       (3,580)     (7,672)
   Deferred income taxes                                                              (2,592)      (9,496)      4,829
   Other liabilities                                                                   2,551       (2,237)     (1,818)
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities of continuing operations                    94,101       58,871      75,091
- ---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities of discontinued operations                      --          707      16,554
- ---------------------------------------------------------------------------------------------------------------------
                                                                                      94,101       59,578      91,645
=====================================================================================================================

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment                                         (47,317)     (38,001)    (55,525)
Acquisition of businesses -- net of cash acquired                                    (48,450)     (50,749)    (50,190)
Proceeds from sale of assets                                                           8,908      114,606      11,681
(Increase) decrease in other assets                                                   (1,322)        (671)      3,951
- ---------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities                                  (88,181)      25,185     (90,083)
=====================================================================================================================

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from additional borrowings                                                   74,004      254,179     131,337
Reduction in debt                                                                    (48,550)    (286,051)    (75,188)
Purchase of treasury stock                                                           (18,892)     (37,385)    (47,531)
Dividends                                                                            (25,539)     (25,356)    (25,997)
Proceeds from options exercised and other equity transactions                         12,204        9,115      18,776
- ---------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities                                   (6,773)     (85,498)      1,397
=====================================================================================================================
Effect of exchange rate changes on cash and cash equivalents                             639         (165)        144
- ---------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                                    (214)        (900)      3,103
Cash and cash equivalents at beginning of year                                         2,317        3,217         114
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                         $     2,103  $     2,317  $    3,217
=====================================================================================================================
Cash paid during the year for:
   Interest                                                                      $    30,729  $    32,102  $   33,054
   Income taxes                                                                       23,743       35,986      28,349
Liabilities assumed in acquisitions                                                   12,683       23,903       1,841
=====================================================================================================================


See notes to consolidated financial statements.

                                       13



MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

                  AMOUNTS IN THOUSANDS EXCEPT SHARE, EMPLOYEE AND PER SHARE DATA

                                    Years ended December 31, 2002, 2001 and 2000

1]        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation The consolidated financial statements include the
accounts of Sensient Technologies Corporation and its subsidiaries (the
"Company"). All significant intercompany accounts and transactions are
eliminated.

Use of Estimates The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. Actual results
could differ from those estimates.

Revenue Recognition The Company recognizes revenue, net of any discounts, upon
shipment of goods to customers, at which time title passes, the customer is
obligated to pay the Company, and the Company has no remaining obligations.

Cash Equivalents Highly liquid investments with maturities of three months or
less when acquired are considered cash equivalents.

Inventories Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out (FIFO) method.

Property, Plant and Equipment Property, plant and equipment are recorded at cost
reduced by accumulated depreciation. Depreciation is provided over the estimated
useful life using the straight-line method for financial reporting. The
estimated useful lives range from 3 years to 35 years.

Goodwill and Other Intangible Assets On January 1, 2002, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 requires that upon adoption, amortization
of goodwill and other intangible assets with indefinite useful lives cease and
instead, the carrying value of goodwill is evaluated for impairment on an annual
basis. The Company performed the transitional impairment assessment of goodwill
on January 1, 2002 and the annual assessment on July 1, 2002. The assessments
included comparing the carrying amount of net assets, including goodwill, of
each reporting unit to their respective fair value as of the date of the
assessment. Fair value was estimated based upon an evaluation of future
discounted cash flow as well as the public trading and private transaction
valuation multiples for comparable companies. Such determination of fair value
yielded no impairment.

The cost of intangible assets with determinable useful lives is amortized on a
straight-line basis to reflect the pattern of economic benefits consumed,
ranging from 5 to 20 years.

Impairment of Long-lived Assets The Company reviews long-lived assets for
impairment whenever events or changes in business circumstances indicate that
the carrying amount of the

                                       14



assets may not be fully recoverable. The Company performs undiscounted cash flow
analyses to determine if an impairment exists. If an impairment is determined to
exist, any related impairment loss is calculated based on discounted operating
cash flows.

Financial Instruments The Company uses derivative financial instruments for the
purpose of hedging currency and interest rate exposures which exist as part of
ongoing business operations. As a policy, the Company does not engage in
speculative or leveraged transactions, nor does the Company hold or issue
financial instruments for trading purposes.

On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended, which requires that all
derivative instruments be reported on the consolidated balance sheet at fair
value and establishes criteria for designation and effectiveness of hedging
relationships. The cumulative effect of adopting SFAS No. 133 was a decrease in
accumulated other comprehensive income (loss) ("OCI") at January 1, 2001 of
$3,264, net of tax of $363.

Interest Rate Hedging The Company is exposed to interest rate risk through its
corporate borrowing activities. The objective of the Company's interest rate
risk management activities is to manage the levels of the Company's fixed and
floating interest rate exposure to be consistent with the Company's preferred
mix. The interest rate risk management program consists of entering into
approved interest rate derivatives, which qualify as cash flow hedges or fair
value hedges, when there is a desire to modify the Company's exposure to
interest rates. Gains and losses on cash flow hedges are deferred in accumulated
OCI until the underlying transaction is recognized in earnings. Gains or losses
on fair value hedges are recognized in earnings, net of gains and losses on the
hedged instruments.

Currency Rate Hedging The primary objectives of the foreign exchange risk
management activities are to understand and mitigate the impact of potential
foreign exchange fluctuations on the Company's financial results and its
economic well-being. Generally, these risk management transactions involve the
use of foreign currency derivatives to protect against exposure resulting from
recorded accounts receivable and payable.

The Company primarily utilizes forward exchange contracts with maturities of
less than 12 months, which qualify as cash flow hedges. These foreign exchange
contracts are intended to offset the effect of exchange rate fluctuations on
recorded intercompany receivables and payables. Effective January 1, 2001, gains
and losses on these instruments are deferred in accumulated OCI until the
underlying transaction is recognized in earnings.

Hedge effectiveness is determined by how closely the changes in the fair value
of the hedging instrument offset the changes in the fair value or cash flows of
the hedged item. Hedge accounting is permitted only if the hedging relationship
is expected to be highly effective at the inception of the hedge and on an
on-going basis. Any ineffective portions are to be recognized in earnings
immediately. The Company's existing cash flow hedges are 100% effective. As a
result, there is no current impact to earnings due to hedge ineffectiveness.

Net Investments Hedging The Company may enter into foreign-denominated debt to
be used as a non-derivative instrument to hedge the Company's net investment in
foreign subsidiaries. The

                                       15



change in the carrying amount of the foreign-denominated debt on the Company's
books, attributable to changes in the spot foreign exchange rate, is a hedge of
the net investment in its foreign subsidiaries.

Commodity Purchases The Company purchases certain commodities during the normal
course of business which result in physical delivery and hence, are excluded
from SFAS No. 133, as amended.

Translation of Foreign Currencies For all significant foreign operations, the
functional currency is the local currency. Assets and liabilities of foreign
operations are translated into U. S. dollars at current exchange rates. Revenue
and expense accounts are translated into U. S. dollars at average exchange rates
prevailing during the year. Adjustments resulting from the translation of assets
and liabilities to U.S. dollars are included in OCI as foreign currency
translation adjustments. Transaction gains and losses are included in earnings
and were not significant during the three year period ended December 31, 2002.

Stock-Based Compensation The Company accounts for its stock-based compensation
plans using the intrinsic value-based method in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
Stock options are granted at prices equal to the fair market value of the
Company's common stock on the grant dates. Accordingly, the Company did not
record any compensation expense with respect to the grant of the stock options
(see Note 8).

Earnings Per Share The difference between basic and diluted earnings per share
is the dilutive effect of stock options and restricted stock. Diluted earnings
per share assumes that all dilutive stock options are exercised and restricted
stock has vested. All earnings per share amounts are presented on a diluted
basis unless otherwise noted.

Accumulated Other Comprehensive Income (Loss) Accumulated OCI is comprised of
foreign currency translation and unrealized gains and losses on cash flow
hedges. The components of accumulated OCI at December 31 were:

                                                       2002          2001
          ------------------------------------------------------------------
          Currency translation                      $  (57,902)   $  (78,042)
          Unrealized losses on cash
           flow hedges (net of tax) .............       (2,026)         (427)
          ------------------------------------------------------------------
          Accumulated other
           Comprehensive income (loss) ..........   $  (59,928)   $  (78,469)
          ------------------------------------------------------------------

Shipping and Handling Fees and Costs The Company records fees billed to
customers for shipping and handling as revenue and the Company records costs
incurred for shipping and handling in cost of products sold.

Research and Development Research and development costs are charged to selling
and administrative expenses in the year they are incurred. Research and
development costs related to continuing operations were $21,195, $16,705 and
$18,294 during the years ended December 31, 2002, 2001 and 2000, respectively.

                                       16



New Pronouncements On January 1, 2002, the Company adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
addresses the accounting for and the reporting of the impairment or disposal of
long-lived assets. The impact of this pronouncement on the Company's
consolidated financial statements was not significant.

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." This
pronouncement is effective for exit or disposal activities that are initiated
after December 31, 2002, and requires these costs to be recognized when the
liability is incurred and not at project initiation. The Company does not
anticipate that the adoption of this statement will have a significant impact on
the Company's financial statements.

In December 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." This is an interpretation of
FASB Statements No. 5, 57, and 107 and rescission of FASB interpretation of No.
34. This interpretation elaborates on the disclosures to be made by a guarantor
in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. This pronouncement
is effective on a prospective basis for guarantees issued or modified after
December 31, 2002. The Company does not anticipate that the adoption of this
interpretation will have a significant impact on its consolidated financial
statements.

Reclassifications Certain amounts as previously presented have been reclassified
to conform to the current year presentation.

2]        ACQUISITIONS

During 2002, the Company acquired four businesses for cash in an aggregate
amount of $48,450 (net of cash acquired). The businesses acquired were Cardre,
Inc., a manufacturer of specialty ingredients used in cosmetics, ECS Specialty
Inks and Dyes, a producer and marketer of inks for specialty printing
applications, the flavors and essential oils operations of C. Melchers GmbH &
Company, and SynTec GmbH, a manufacturer of specialty dyes and chemicals for the
imaging industry. The Company may be required to pay up to (euro)4,600 Euro
($4,800) of additional cash consideration for the 2002 acquisitions subject to
specific performance targets in the first two years following the acquisitions.
The preliminary allocation of the purchase prices resulted in finite-lived
intangibles of $9,306 amortizable over a period of 19 years and goodwill of
$37,157. The Company has not yet obtained all information required to complete
the purchase price allocation related to these acquisitions. The final
allocation will be completed in 2003.

In the fourth quarter of 2001, the Company acquired two businesses for cash in
an aggregate amount of $50,749 (net of cash acquired). Acquisitions made during
2001 were Formulabs, a manufacturer of specialty inks for ink-jet and industrial
applications, and the technical dye business of Crompton Colors Incorporated, a
manufacturer of technical dyes and colors for paper, ink-jet printing
applications, plastics and a number of specialty markets. The allocation of the
purchase prices resulted in finite-lived intangibles of $4,400 amortizable over
a period of 19 years and goodwill of $51,334, which includes final purchase
price allocations made in 2002.

                                       17



The finite-lived intangibles were primarily customer lists and technology. The
Company is still evaluating the amount of any additional consideration that it
may be required to pay, up to $9,000 subject to specific 2002 performance
targets.

During 2000, the Company acquired two businesses for cash of $49,425. The
allocation of purchase price resulted in goodwill of $43,505. Acquisitions made
during 2000 were Dr. Marcus GmbH, a leading manufacturer of natural colors, and
Monarch Food Colors, L.P., a color manufacturer for the food, pharmaceutical and
cosmetic industries.

All acquisitions have been accounted for as purchases and, accordingly, their
results of operations have been included in the consolidated financial
statements since their respective dates of acquisition. On an unaudited
pro-forma basis, the effects of the acquisitions were not significant to the
Company's results of operations.

3]        GOODWILL AND INTANGIBLE ASSETS

The following table reflects consolidated results as if the adoption of SFAS No.
142 had occurred on January 1, 2000. Discontinued operations did not have any
goodwill amortization in 2001 or 2000; therefore, separate disclosure for these
operations is not presented.



Years ended December 31,                                    2002           2001           2000
- ----------------------------------------------------------------------------------------------
                                                                         
Earnings from Continuing Operations:
   Reported earnings from continuing operations     $     80,690   $     64,963   $     56,347
   Goodwill amortization, net of tax                          --          8,035          8,426
- ----------------------------------------------------------------------------------------------
   Proforma earnings from continuing operations     $     80,690   $     72,998   $     64,773

Net Earnings:
   Reported net earnings                            $     80,690   $     73,602   $     62,043
   Goodwill amortization, net of tax                                      8,035          8,426
- ----------------------------------------------------------------------------------------------
   Proforma net earnings                            $     80,690   $     81,637   $     70,469
Basic earnings per share:
   Continuing operations:
      As reported                                   $       1.70   $       1.36   $       1.15
      Proforma                                      $       1.70   $       1.53   $       1.32
   Net earnings:
      As reported                                   $       1.70   $       1.54   $       1.27
      Proforma                                      $       1.70   $       1.71   $       1.44
Diluted earnings per share:
   Continuing operations:
      As reported                                   $       1.69   $       1.36   $       1.15
      Proforma                                      $       1.69   $       1.52   $       1.32
   Net earnings:
      As reported                                   $       1.69   $       1.54   $       1.26
      Proforma                                      $       1.69   $       1.70   $       1.43


The Company does not have any intangible assets other than goodwill that are not
subject to amortization. The following table summarizes finite-lived intangible
assets by major asset class as of December 31, 2002 and 2001:

                                       18





                                                            2002                          2001
                                                   ------------------------------------------------------
                                         AVERAGE
                                    AMORTIZATION     CARRYING    ACCUMULATED      CARRYING    ACCUMULATED
                                          PERIOD       AMOUNT   AMORTIZATION        AMOUNT   AMORTIZATION
- ---------------------------------------------------------------------------------------------------------
                                                                              
Technological know-how                      20.0   $    7,317   $       (886)   $    2,700   $       (600)
Customer relationships                      20.0        4,360           (184)        1,500             --
Patents, non-compete agreements
 and other                                  17.6        5,647         (3,019)        5,486         (2,644)
- ---------------------------------------------------------------------------------------------------------
Total Finite-Lived Intangibles              19.3   $   17,324   $     (4,089)   $    9,686   $     (3,244)


Amortization of intangible assets was not significant during the periods
presented and the estimated aggregate amortization expense for each of the five
succeeding years is not anticipated to be significant.

The changes in goodwill for the year ended December 31, 2002 by reportable
business segment are as follows:



                                     FLAVORS &                   CORPORATE
                                    FRAGRANCES         COLOR       & OTHER   CONSOLIDATED
- -----------------------------------------------------------------------------------------
                                                                 
Balance as of December 31, 2001    $   102,986   $   193,825   $     1,921   $    298,732
Goodwill of acquired businesses          9,162        48,137            --         57,299
Currency translation impact              5,131        23,036            43         28,210
- -----------------------------------------------------------------------------------------
Balance as of December 31, 2002    $   117,279   $   264,998   $     1,964   $    384,241


During 2002, the Company allocated goodwill to its reporting segments to conform
with the reporting requirements of SFAS No. 142.

4]        INVENTORIES

Inventories include finished and in-process products totaling $195,895 and
$173,223 at December 31, 2002 and 2001, respectively, and raw materials and
supplies of $73,806 and $67,732 at December 31, 2002 and 2001, respectively.

                                       19



5]        DEBT

Long-term debt consists of the following unsecured obligations at December 31:



                                                                               2002         2001
- ------------------------------------------------------------------------------------------------
                                                                                
9.06% senior notes due through July 2004                                 $   12,000   $   18,000
7.59% senior notes due through December 2008                                 25,714       30,000
7.06% senior notes paid in December 2002                                         --       30,000
6.99% senior notes due through December 2007                                 40,000       40,000
6.77% senior notes due through January 2010                                  15,000       15,000
6.68% senior notes due through January 2011                                  15,000       15,000
6.60% notes due through April 2009                                          149,217      149,118
5.85% senior notes due November 2006                                         30,000       30,000
5.63% Euro-denominated senior notes due November 2006                       140,735      119,491
4.57% senior notes due December 2007                                         38,000           --
Floating rate Swiss Franc-denominated senior notes due December 2007         23,587           --
Various other notes                                                          21,616       18,322
Fair value of interest rate swaps                                            13,212           --
- ------------------------------------------------------------------------------------------------
                                                                            524,081      464,931
   Less current maturities                                                   12,374       41,794
- ------------------------------------------------------------------------------------------------
   Total long-term debt                                                  $  511,707   $  423,137
================================================================================================


In December 2002, the Company issued notes totaling approximately $60 million,
through a private placement of debt. The debt offering consisted of $38 million
of U.S. dollar-denominated notes with a coupon rate of 4.57% and SFr. 33 million
of floating rate Swiss Franc-denominated notes with an average coupon rate of
1.57% at December 31, 2002. The notes mature December 2007.

In November 2001, the Company issued notes totaling approximately $150 million,
through a private placement of debt. The debt offering consisted of $30 million
of U.S. dollar-denominated notes with a coupon rate of 5.85% and (euro)134
million of Euro-denominated notes with a coupon rate of 5.63%. The notes mature
November 2006.

The Company has a $150 million multi-currency unsecured revolving loan agreement
with a group of five banks, of which $100 million matures in June 2005 and $50
million matures in June 2003. Interest rates are determined based upon the LIBOR
rate plus a margin. A facility fee is payable on the total amount of the
commitment. The Company issues short-term commercial paper obligations supported
by committed lines of credit included in the revolving loan agreement.

The Company had outstanding commercial paper obligations of $19.2 million and
$21.4 million at December 31, 2002 and 2001, respectively. Direct borrowings
under the revolving loan agreement were $6.2 million and $0 at December 31, 2002
and 2001, respectively.

The Company has $124.6 million available under the revolving loan agreement and
$37.6 million available under other uncommitted lines of credit from several
banks at December 31, 2002.

                                       20



The aggregate amounts of maturities on long-term debt each year for the five
years subsequent to December 31, 2002 are as follows: 2003, $12.4 million; 2004,
$12.1 million; 2005, $19.0 million; 2006, $192.5 million; and 2007, $91.4
million.

Substantially all of the senior loan agreements contain restrictions concerning
interest coverage, borrowings, investments and tangible net worth amounts.
Earnings reinvested of $104.5 million at December 31, 2002 were unrestricted.

Short-term borrowings consist of commercial paper, uncommitted loans and loans
of foreign subsidiaries denominated in local currencies which are borrowed under
various foreign uncommitted lines of credit. The weighted-average interest rates
on short-term borrowings were 2.51% and 3.84% at December 31, 2002 and 2001,
respectively.

6]        FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Interest Rate Swap Agreements During 2002 and 2001, the Company entered into a
series of interest rate swap agreements to manage the level of fixed and
floating interest rate debt. As of December 31, 2002 and 2001, the notional
principal amounts of outstanding interest rate swap agreements (accounted for as
fair value hedges) were $197.7 million and $148.0 million, respectively, with
varying maturities through January 2011. The notional amounts are used to
calculate interest payments which are exchanged over the life of the swap
transactions and are equal to the dollar principal exchanged. The fair value of
the swaps, based on dealer quotes, was an asset of $13.2 million which was
recorded primarily in the other assets line on the consolidated balance sheet at
December 31, 2002. The fair value of the swaps at December 31, 2001 was not
significant.

Foreign Currency Contracts The Company uses forward exchange contracts to reduce
the effect of fluctuating foreign currencies on short-term foreign
currency-denominated intercompany transactions and other known foreign currency
exposures. At December 31, 2002 and 2001, the Company had forward exchange
contracts (accounted for as cash flow hedges), generally with maturities of one
year or less, of $105.4 million and $115.6 million, respectively. The fair
values of these instruments, based on dealer quotes, were liabilities of $2.3
million and $0.5 million at December 31, 2002 and 2001, respectively.

Foreign-denominated Debt In December 2002, the Company entered into a SFr. 33
million Swiss Franc-denominated note agreement. In November 2001, the Company
entered into a (euro)134 million Euro-denominated note agreement (see Note 5).
These non-derivative instruments have been designated as partial hedges of the
Company's Swiss Franc and Euro net asset positions.

Concentrations of Credit Risk Counterparties to currency-exchange and interest
rate swap contracts consist of large international financial institutions. The
Company continually monitors its positions and the credit ratings of the
counterparties involved and limits the amount of credit exposure to any one
party. While the Company may be exposed to potential losses due to the credit
risk of non-performance by these counterparties, losses are not anticipated.
Concentrations of credit risk with respect to trade accounts receivable are
limited by the large number of customers, generally short payment terms, and
their dispersion across geographic areas.

                                       21



Fair Values The carrying amount of cash and cash equivalents, trade accounts
receivable, accounts payable, accrued expenses and short-term borrowings
approximated fair value as of December 31, 2002 and 2001.

The fair value of the Company's long-term debt, including current maturities, is
estimated using discounted cash flows based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements. The carrying value
of long-term debt at December 31, 2002 and 2001 was $524.1 million and $464.9
million, respectively. The fair value of long-term debt at December 31, 2002 and
2001 was approximately $547.9 million and $465.3 million, respectively.

7]        SHAREHOLDERS' EQUITY

On June 25, 1998, the Board of Directors declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value of $.10 per share, of the Company. The dividend was paid on August 6,
1998, to the shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Participating Cumulative Preferred Stock, without par value (the
"Preferred Share"), of the Company at a price of $125 per one one-thousandth of
a Preferred Share, subject to adjustment. The Right becomes exercisable and
tradable ten days after a person or group acquires beneficial ownership of 20%
or more, or makes an offer to acquire 20% or more of the Company's outstanding
common stock. When exercisable, each Right entitles the holder to purchase $250
worth of Company common stock for $125. Further, upon the occurrence of a merger
or transfer of more than 50% of the Company's assets, the Right entitles the
holder to purchase common stock of an acquiring company having a market value
equivalent to two times the exercise price of the Right. At no time does the
Right have any voting power. The Right is subject to redemption by the Company's
Board of Directors for $.01 per Right at any time prior to the date on which a
person or group acquires beneficial ownership of 20% or more of the Company's
common stock. The Rights expire on September 30, 2008. The Rights replace rights
issued under a prior rights plan, which were redeemed on August 6, 1998.

The Company is authorized to issue 250,000 shares of cumulative preferred stock,
of which 100,000 shares are classified as Series A Participating Cumulative
Preferred Stock and were initially reserved for issuance under the Rights plan.

8]        STOCK PLANS

Under the 2002 Stock Option Plan, up to 2,400,000 shares of common stock are
available for awards, of which no more than 600,000 shares may be restricted
stock. The Company may also issue up to 2,400,000 shares of common stock
pursuant to the exercise of stock options or the grant of restricted stock under
the 1998 Stock Option Plan. Under the 1998 Plan, up to 600,000 shares may be
awarded as restricted stock. The Company may also issue up to 2,400,000 shares
of common stock pursuant to the exercise of stock options or the grant of
restricted stock under the 1994 Employee Stock Plan. Under the 1994 Plan, up to
500,000 shares may be awarded as restricted stock. Generally, stock options
become exercisable over a three year vesting period and expire 10 years from the
date of grant. Awarded shares of restricted stock become freely transferable at
the end of five years. During the period of restriction, the employee has voting

                                       22



rights and is entitled to receive all dividends and other distributions paid
with respect to the stock. The 1994 Plan also authorizes the grant of up to
800,000 stock appreciation rights in connection with stock options.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Stock options are granted at prices
equal to the fair market value of the Company's common stock on the dates of
grant. Accordingly, no significant compensation cost has been recognized for the
grant of stock options under the Company's stock option plans. If the Company
had elected to recognize compensation cost based on the fair value of the
options granted at grant date as prescribed by SFAS No. 123, net earnings and
earnings per share would have been reduced to the proforma amounts indicated
below:

                                2002         2001         2000
- --------------------------------------------------------------
Proforma net earnings     $   79,101   $   71,864   $   60,542
Proforma net earnings
 per share:
Basic                     $     1.67   $     1.51   $     1.24
Diluted                   $     1.66   $     1.50   $     1.23

The weighted-average fair value per share of options granted was $5.23 in 2002,
$6.40 in 2001 and $7.06 in 2000.

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

                                2002          2001          2000
- ----------------------------------------------------------------
Dividend yield                   2.4%          2.5%          2.3%
Volatility                      28.8%         39.5%         36.1%
Risk-free interest rate          2.9%          4.5%          5.0%
Expected term (years)            5.4           6.0           6.0

The changes in outstanding stock options during the three years ended December
31, 2002 are summarized below:

                                          SHARES (IN THOUSANDS)
                                       --------------------------     WEIGHTED-
                                        OUTSTANDING                     AVERAGE
                                            OPTIONS     AVAILABLE         PRICE
- -------------------------------------------------------------------------------
Balances at
   December 31, 1999                          3,677         1,825    $    18.53
     Granted                                    693          (693)        20.60
     Restricted stock                            --           (41)        22.00
     Exercised                                 (783)           --         16.28
     Cancelled                                 (219)          219         21.30
- -------------------------------------------------------------------------------
Balances at
   December 31, 2000                          3,368         1,310         19.30
     Granted                                    624          (624)        18.31
     Restricted stock                            --           (75)        18.54
     Exercised                                 (498)           --         17.89
     Cancelled                                 (277)          277         20.64
- -------------------------------------------------------------------------------

                                       23


- -------------------------------------------------------------------------------
Balances at
   December 31, 2001                          3,217           888         19.22
     Authorized under the 2002 Plan              --         2,400            --
     Granted                                    609          (609)        21.74
     Restricted stock                            --           (52)        23.59
     Exercised                                 (579)           --         18.02
     Cancelled                                 (379)          379         20.13
- -------------------------------------------------------------------------------
Balances at
   December 31, 2002                          2,868         3,006    $    19.86
===============================================================================

                                         WEIGHTED-
                            OPTIONS        AVERAGE
                        EXERCISABLE          PRICE
- --------------------------------------------------
December 31, 2000             2,226   $      18.25
December 31, 2001             2,140   $      19.00
December 31, 2002             1,808   $      19.46

The following summarizes information concerning currently outstanding and
exercisable options:



                                                                    RANGE OF EXERCISE PRICE
                                                          $14.13 - 18.00   $18.01 - 21.50   $21.51 - 23.50
- ----------------------------------------------------------------------------------------------------------
                                                                                   
Number outstanding                                                   758            1,013            1,097
Weighted-average remaining contractual life, in years                4.2              7.2              7.0
Weighted-average exercise price                           $        16.68   $        19.34   $        22.55
- ----------------------------------------------------------------------------------------------------------
Number exercisable                                                   618              540              650
Weighted-average exercise price                           $        16.37   $        19.58   $        22.28


9]        RETIREMENT PLANS

The Company provides benefits under defined contribution plans including a
savings plan and an employee stock ownership plan ("ESOP"). The savings plan
covers substantially all domestic salaried and certain non-union hourly
employees and provides for matching contributions up to 4% of each employee's
salary. The ESOP covers substantially all domestic employees not covered by a
defined benefit plan and provides for contributions based on a percentage of
each employee's compensation as determined by the Board of Directors. Total
expense related to continuing operations for the Company's defined contribution
plans was $6,667, $2,263 and $6,402 in 2002, 2001 and 2000, respectively.

The Company also has certain defined benefit plans with a recorded liability
balance of $19,008 which included an additional liability of $15,800 as of
December 31, 2002. The net unfunded benefit obligation was $19,256, which was
comprised of a projected benefit obligation of $22,556 less assets of $3,300 as
of December 31, 2002. Total expenses recognized with respect to these plans was
$2,730 during the year ended December 31, 2002.

10]       OTHER POSTRETIREMENT BENEFITS

The Company provides certain health insurance benefits to eligible retirees and
their dependents. Effective January 1, 2000 the Company began amortizing
unrecognized net actuarial gains over a five year period. Prior to 2000, net
actuarial gains were amortized over the average remaining service lives of
active employees of approximately 19 years. The new method is preferable

                                       24



because it accelerates recognition of events that have already occurred. The
cumulative effect of this change was a pre-tax credit in 2000 of $3,953 ($2,431
after-tax).

During the fourth quarter of 2000, the Company amended the plan to require
future retirees to pay 100% of the cost of health care coverage. This amendment
resulted in a curtailment gain of $4,251 relating to continuing operations and
$2,459 relating to discontinued operations in 2000. The net unrecognized prior
service credit will be amortized over the estimated remaining lives of the
retirees. The Company funds benefit costs on a pay-as-you-go basis.

The funded status of the postretirement benefit plan is as follows at December
31:
                                                           2002          2001
- -----------------------------------------------------------------------------
Benefit obligation at beginning of year              $    7,793    $    5,928
Interest cost                                               565           406
Benefits paid                                            (1,859)       (1,641)
Actuarial loss                                            2,758         3,100
- -----------------------------------------------------------------------------
Benefit obligation at end of year                         9,257         7,793
Plan assets                                                  --            --
- -----------------------------------------------------------------------------
Funded status                                            (9,257)       (7,793)
Unrecognized prior service credit                        (6,506)       (7,157)
Unrecognized net actuarial loss (gain)                    1,160        (1,803)
- -----------------------------------------------------------------------------
Net amount recognized                                $  (14,603)   $  (16,753)
=============================================================================

Components of net periodic benefit cost for continuing operations were:

                                            2002          2001          2000
- -------------------------------------------------------------------------------
Service cost                               $     --      $     --    $      253
Interest cost                                   565           406           526
Amortization of prior service credit           (651)         (651)         (343)
Curtailment                                      --            --        (4,251)
Recognized actuarial gain                      (205)       (1,077)         (674)
- -------------------------------------------------------------------------------
Postretirement benefit income              $   (291)     $ (1,322)   $   (4,489)
===============================================================================

The weighted-average discount rates used in determining the accumulated
postretirement benefit obligation at December 31, 2002 and 2001 were 6.75% and
7.25%, respectively. The health care cost trend rates were assumed to be 6.25%
in 2001 and 11.00% in 2002, declining to 5.00% in the year 2008 and remaining at
that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plan. A one percentage point change in assumed
health care cost trend rates would have the following effects:

                                                      1%         1%
                                                INCREASE   DECREASE
- -------------------------------------------------------------------
Effect on interest cost component               $     62   $    (56)
Effect on postretirement benefit obligation        2,009       (551)

                                       25



11]       INCOME TAXES

The provision for income taxes for continuing operations is as follows:

                                    2002           2001           2000
- ----------------------------------------------------------------------
Currently payable:           $    16,330      $   4,961      $   2,603
   Federal                         4,089           (108)         1,152
   State                          18,316         13,445         16,659
   Foreign
Deferred (benefit):
   Federal                          (772)         6,432          3,932
   State                          (1,029)           243            534
   Foreign                          (652)            23         (3,199)
- ----------------------------------------------------------------------
                             $    36,282      $  24,996      $  21,681
======================================================================

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and liabilities consist of the following:

                                                   2002           2001
- ----------------------------------------------------------------------
Deferred tax assets:
   Benefit plans                              $  11,140     $   10,375
   Liabilities and reserves                      14,964          5,028
   Foreign operating loss carryovers             21,996         17,241
   Other                                         11,077          8,601
- ----------------------------------------------------------------------
   Gross deferred tax assets                     59,177         41,245
   Valuation allowance                          (13,427)       (11,536)
- ----------------------------------------------------------------------
   Net deferred tax assets                       45,750         29,709
- ----------------------------------------------------------------------
Deferred tax liabilities:
   Property, plant and equipment                (22,601)       (19,987)
   Other assets                                 (13,046)       (12,875)
   Other                                         (3,701)        (7,067)
- ----------------------------------------------------------------------
   Total deferred tax liabilities               (39,348)       (39,929)
- ----------------------------------------------------------------------
Net deferred tax assets (liabilities)         $   6,402     $  (10,220)
======================================================================

At December 31, 2002 foreign operating loss carryovers were $59.8 million.
Included in the total are losses of $19.7 million that expire through 2012 and
$40.1 million that do not expire.

The effective tax rate for continuing operations differs from the statutory
federal income tax rate of 35% as described below:

                                       26



                                       2002           2001           2000
- -------------------------------------------------------------------------
Taxes at statutory rate                35.0%          35.0%          35.0%
State income taxes net of
 federal income tax benefits            1.4            1.2            1.9
Tax credits                            (6.3)          (5.7)          (6.4)
Foreign tax rate                        3.4            4.3            2.8
Tax benefit of business
 closure                                 --             --           (4.1)
Actual and expected settlements
 of prior years' issues                (0.8)          (3.4)            --
Valuation allowance adjustments          --           (2.5)          (0.7)
Other, net                             (1.7)          (1.1)          (0.7)
- -------------------------------------------------------------------------
Effective tax rate                     31.0%          27.8%          27.8%
=========================================================================

Earnings from continuing operations, before income taxes, are summarized as
follows:

                                       2002           2001           2000
- -------------------------------------------------------------------------
United States                    $   78,051      $  58,575      $  45,730
Foreign                              38,921         31,384         32,298
- -------------------------------------------------------------------------
                                 $  116,972      $  89,959      $  78,028
=========================================================================

Domestic income taxes have not been provided on undistributed earnings of
foreign subsidiaries which are considered to be permanently invested. If
undistributed foreign earnings were to be remitted, foreign tax credits would
substantially offset any resulting domestic tax liability. Tax benefits
associated with the exercise of employee stock options were credited directly to
additional paid-in capital and amounted to $936, $526 and $662 during the years
ended December 31, 2002, 2001 and 2000, respectively.

12]       SEGMENT AND GEOGRAPHIC INFORMATION

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on operating income of the respective business units before goodwill
amortization, interest expense and income taxes. Total revenue and operating
income by business segment and geographic region include both sales to
customers, as reported in the Company's consolidated statements of earnings, and
intersegment sales, which are accounted for at prices which approximate market
prices and are eliminated in consolidation. Corporate and other revenue consist
primarily of flavor, fragrances and color products sold by the Asia Pacific
division.

Assets by business segment and geographic region are those assets used in the
Company's continuing operations in each segment and geographic region. Segment
assets have been reclassified to reflect the allocation of goodwill to each
segment. Corporate and other assets consist primarily of property and
investments. Capital expenditures are reported exclusive of discontinued
operations and acquisitions.

Segment Information The Company's operations, except for the Asia Pacific
division, are managed on a products and services basis. The Company's reportable
segments consist of

                                       27



Flavors & Fragrances and Color. The Company's Flavors & Fragrances segment
produces flavor and fragrance products that impart a desired taste, texture,
aroma or other characteristic to a broad range of consumer and other products.
The Color segment produces technical colors for industrial applications and
digital imaging; colors and formulations for cosmetics; and natural and
synthetic color systems for pharmaceuticals, foods and beverages.



                                                 FLAVORS &                     CORPORATE
                                                 FRAGRANCES       COLOR         & OTHER       CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------
                                                                                  
2000
Revenue from external customers                 $    488,976   $    263,813   $     56,374    $    809,163
Intersegment revenue                                  22,148         19,838             --          41,986
- ----------------------------------------------------------------------------------------------------------
Total revenue                                        511,124        283,651         56,374         851,149
==========================================================================================================
Operating income (loss)                               80,598         70,986        (39,391)        112,193
Interest expense                                          --             --         34,165          34,165
- ----------------------------------------------------------------------------------------------------------
Earnings (loss) from continuing operations
 before income taxes                                  80,598         70,986        (73,556)         78,028
==========================================================================================================
Assets                                               561,160        416,337         95,679       1,073,176
Capital expenditures                                  26,546         12,834          5,819          45,199
Depreciation and amortization                         23,117          9,712         12,725          45,554
Special charges                                           --             --         19,000          19,000

2001
Revenue from external customers                 $    505,197   $    255,131   $     56,619    $    816,947
Intersegment revenue                                  20,476         20,864             --          41,340
- ----------------------------------------------------------------------------------------------------------
Total revenue                                        525,673        275,995         56,619         858,287
==========================================================================================================
Operating income (loss)                               74,209         69,443        (22,162)        121,490
Interest expense                                          --             --         31,531          31,531
- ----------------------------------------------------------------------------------------------------------
Earnings (loss) from continuing operations
 before income taxes                                  74,209         69,443        (53,693)         89,959
==========================================================================================================
Assets                                               538,467        465,752        104,674       1,108,893
Capital expenditures                                  22,099         10,498          5,404          38,001
Depreciation and amortization                         24,298          9,830         12,162          46,290

2002
Revenue from external customers                 $    548,889   $    331,533   $     59,464    $    939,886
Intersegment revenue                                  23,298         14,919             --          38,217
- ----------------------------------------------------------------------------------------------------------
Total revenue                                        572,187        346,452         59,464         978,103
==========================================================================================================
Operating income (loss)                               85,523         80,741        (19,769)        146,495
Interest expense                                          --             --         29,523          29,523
- ----------------------------------------------------------------------------------------------------------
Earnings (loss) from continuing operations
 before income taxes                                  85,523         80,741        (49,292)        116,972
==========================================================================================================
Assets                                               586,207        551,457        152,307       1,289,971
Capital expenditures                                  32,188         11,758          3,371          47,317
Depreciation and amortization                         24,666         11,000          5,624          41,290


Geographic Information The Company has manufacturing facilities or sales offices
in North America, South America, Europe, Asia, Australia and Africa.

                                       28



                                               2002          2001          2000
- -------------------------------------------------------------------------------
Revenue from external customers:
U.S.A.                                  $   488,424   $   397,268   $   407,329
Europe, excluding the United Kingdom        203,211       176,568       166,786
Asia Pacific                                 75,103        67,356        65,708
United Kingdom                               32,165        32,480        37,666
Other                                       140,983       143,275       131,674
- -------------------------------------------------------------------------------
Consolidated                            $   939,886   $   816,947   $   809,163
===============================================================================

Long-lived assets:
U.S.A.                                  $   368,816   $   349,716   $   298,081
Europe, excluding the United Kingdom        277,065       168,424       187,105
Asia Pacific                                 10,610        11,104        11,829
United Kingdom                               96,212        93,195        94,533
Other                                        61,690        71,232        73,072
- -------------------------------------------------------------------------------
Consolidated                            $   814,393   $   693,671   $   664,620
===============================================================================

13]       DISCONTINUED OPERATIONS

In June 2000, the Company's Board of Directors approved a plan to dispose of the
operations of its Yeast business. On February 23, 2001 the Company completed the
sale of substantially all of its Yeast business for approximately $113 million
in cash, of which $4 million was received in August 2000. Accordingly, the
operating results of the Yeast business have been reported separately from
continuing operations and reported as a separate line item on the consolidated
statements of earnings.

Summarized financial information for the discontinued operation is as follows
for the years ended December 31:

                                               2002          2001          2000
- -------------------------------------------------------------------------------
Revenue                                          --   $    16,810   $   120,232
Earnings before income taxes                     --        15,399         5,264
Income taxes                                     --         6,760         1,999
- -------------------------------------------------------------------------------
Earnings from discontinued operations            --   $     8,639   $     3,265
===============================================================================

Earnings from July 1, 2000 to December 31, 2000 were $2,188. The effective tax
rates for all years presented is higher than the statutory rate of 35% because
of state income taxes.

14]       SPECIAL CHARGES

In April 2001, the Company announced a plan to reduce its workforce by 200
employees. The separation costs were recorded in the Special Charges line in the
2001 consolidated statement of earnings. These employees were terminated as of
December 31, 2001.

The Company announced a facilities consolidation plan in December 2000. This
plan was implemented to improve manufacturing efficiencies in both the Flavors &
Fragrances and the Color businesses. The cost of the plan and other
non-recurring items such as name and fiscal year change costs and separation
costs incurred in 2000 were reported as special charges in 2000. Based on a
review of the business outlook in the second quarter of 2001, this plan was
modified. This modification and lower than estimated costs and cash outlays for
certain items in the original plan resulted in a reversal of a portion of the
special charges reserve. These transactions

                                       29



were included primarily in the Special Charges line in the 2001 consolidated
statement of earnings. The employees associated with this plan were terminated
as of December 31, 2001.

The following summarizes the programs:



                                                                       ASSET
                                                   SEPARATIONS      IMPAIRMENTS       OTHER           TOTAL
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
December 2000 facilities consolidation plan
Charges                                            $     10,500    $      6,500    $      2,000    $     19,000
Cash spent                                                 (850)             --          (2,000)         (2,850)
Reductions of assets                                         --          (6,500)                         (6,500)
- ---------------------------------------------------------------------------------------------------------------
Balances at December 31, 2000                             9,650              --                           9,650
Reversal of special charges reserve                      (3,200)             --                          (3,200)
Cash spent                                               (6,150)             --                          (6,150)
- ---------------------------------------------------------------------------------------------------------------
Balances at December 31, 2001                               300              --                             300
Cash spent                                                 (300)                                           (300)
- ---------------------------------------------------------------------------------------------------------------
Balances at December 31, 2002                      $         --    $         --    $         --    $         --
===============================================================================================================

April 2001 workforce reduction program
Charges                                            $      3,000    $         --    $         --    $      3,000
Cash spent                                               (3,000)             --              --          (3,000)
- ---------------------------------------------------------------------------------------------------------------
Balances at December 31, 2001                      $         --    $         --    $         --    $         --
===============================================================================================================


15]       COMMITMENTS AND CONTINGENCIES

The Company leases certain facilities and equipment under operating lease
arrangements. Aggregate minimum rental commitments at December 31, 2002 for all
noncancelable operating leases with an initial lease term greater than one year
are as follows for the years ending December 31,

2003                                  $    5,449
2004                                       4,468
2005                                       2,410
2006                                       1,792
2007                                       1,424
Thereafter                                 5,346
- ------------------------------------------------
                                      $   20,889
================================================

Rent expense totaled $7,859, $7,629 and $6,554 during the years ended December
31, 2002, 2001 and 2000, respectively.

In connection with the sale of substantially all of the Company's Yeast business
on February 23, 2001, the Company has provided the buyer of these operations
with indemnification against certain potential liabilities as is customary in
transactions of this nature. The period provided for indemnification against
most types of claims has now expired, but for specific types of claims
including, but not limited to tax and environmental liabilities, the amount of
time provided for indemnification is either five years or the applicable statute
of limitations. The maximum amount of the Company's liability related to these
provisions is capped at approximately 35% of the consideration received in the
transaction. In cases where the Company believes it is probable that payments
will be required under these provisions, a liability was recognized at the time
of the asset sale. The Company believes that the probability of incurring
payments under these provisions in excess of the amount of the liability
recorded is remote.

                                       30



The Company is involved in various claims and litigation arising in the normal
course of business. In the opinion of management and Company counsel, the
ultimate resolution of these actions will not materially affect the consolidated
financial statements of the Company.



MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Year ended December 31, 2002, 2001 and 2000


The management of Sensient Technologies Corporation is responsible for
preparation of the financial statements and other financial information included
in this annual report. The financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.

It is management's policy to maintain a control-conscious environment through an
effective system of internal accounting controls. These controls are supported
by the careful selection of competent and knowledgeable personnel and by the
communication of standard accounting and reporting policies and procedures
throughout the Company. These controls are adequate to provide reasonable
assurance that assets are safeguarded against material loss or unauthorized use
and to produce the records necessary for the preparation of reliable financial
information. There are limits inherent in all systems of internal control based
on the recognition that the costs of such systems should be related to the
benefits to be derived. Management believes that its systems provide this
appropriate balance.

The control environment is complemented by the Company's internal audit
function, which evaluates the adequacy of the controls, policies and procedures
in place, as well as adherence to them, and recommends improvements for
implementation when applicable. In addition, the Company's independent auditors,
Deloitte & Touche LLP, have developed an understanding of the Company's
accounting and financial controls and have conducted such tests as they
considered necessary to render an opinion on the Company's financial statements.

The Board of Directors pursues its oversight role with respect to the Company's
financial statements through the Audit Committee, which is composed solely of
selection of the Company's auditors and meets with them and the internal
auditors to review the overall scope and specific plans for their respective
audits and results from those audits. The Committee also meets with management
to review overall accounting policies relating to the reporting of financial
results. Both the independent auditors and internal auditors have unrestricted
access to the Audit Committee.


/s/ Kenneth P. Manning

Chairman, President and Chief Executive Officer



/s/ Richard F. Hobbs

Vice President, Chief Financial Officer and Treasurer



INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
of Sensient Technologies Corporation:

We have audited the accompanying consolidated balance sheets of Sensient
Technologies Corporation and subsidiaries (the "Company") as of December 31,
2002 and 2001, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
2002, and 2001, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the Consolidated Financial Statements, on January 1,
2002, the Company adopted Statements of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets." Also, as discussed in Note 10 to the
Consolidated Financial Statements, effective January 1, 2000, the Company
changed its method of amortizing unrecognized net gains and losses related to
the Company's obligation for postretirement benefits.

/s/ Deloitte & Touche

Milwaukee, Wisconsin
February 13, 2003




QUARTERLY DATA



                                                                                              CONTINUING     CONTINUING
                                                                 EARNINGS                     OPERATIONS     OPERATIONS
IN THOUSANDS                                                       FROM                        EARNINGS       EARNINGS
EXCEPT PER SHARE                                   GROSS        CONTINUING        NET          PER SHARE      PER SHARE
AMOUNTS (unaudited)                REVENUE         PROFIT       OPERATIONS      EARNINGS         BASIC         DILUTED
- ------------------------------------------------------------------------------------------------------------------------
                                                                                          
2002
First Quarter                    $    213,123   $     70,597   $     16,945   $     16,945   $        .36   $        .36
Second Quarter                        239,576         78,333         21,185         21,185            .44            .44
Third Quarter                         237,995         79,609         20,186         20,186            .43            .42
Fourth Quarter                        249,192         79,766         22,374         22,374            .47            .47
- ------------------------------------------------------------------------------------------------------------------------
2001
First Quarter                    $    195,693   $     62,900   $     11,004   $     18,784   $        .23   $        .23
Second Quarter                        203,927         69,955         18,273         18,273            .38            .38
Third Quarter                         204,083         65,582         15,729         16,588            .33            .33
Fourth Quarter                        213,244         69,183         19,957         19,957            .42            .42
- ------------------------------------------------------------------------------------------------------------------------


COMMON STOCK PRICES AND DIVIDENDS

                                MARKET PRICE       DIVIDENDS PER
                            HIGH            LOW        SHARE
- ----------------------------------------------------------------
2002
First Quarter        $     23.39      $    18.06      $    .1325
Second Quarter             25.25           22.37           .1325
Third Quarter              23.49           17.95           .1325
Fourth Quarter             25.96           19.33           .1400
- ----------------------------------------------------------------
2001
First Quarter        $     23.99      $    20.50      $    .1325
Second Quarter             22.79           17.00           .1325
Third Quarter              22.65           18.15           .1325
Fourth Quarter             21.15           15.55           .1325
- ----------------------------------------------------------------

                                       31



FIVE YEAR REVIEW
IN THOUSANDS EXCEPT EMPLOYEE
AND PER SHARE DATA



Years ended December 31, 2002                       2002                         2001                        2000
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                  
SUMMARY OF OPERATIONS
Revenue                                 $       939,886    100.0%   $       816,947     100.0%   $       809,163    100.0%
Cost of products sold                           631,581     67.2            549,327      67.2            524,960     64.9
Selling and administrative expenses             161,810     17.2            146,130      17.9            153,010     18.9
Special charges                                      --      0.0                 --       0.0             19,000      2.3
- -----------------------------------------------------------------------------------------------------------------------------
Operating income                                146,495     15.6            121,490      14.9            112,193     13.9
Interest expense                                 29,523      3.1             31,531       3.9             34,165      4.3
- -----------------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations
 before income taxes                            116,972     12.5             89,959      11.0             78,028      9.6
Income taxes                                     36,282      3.9             24,996       3.0             21,681      2.6
- -----------------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations              80,690      8.6             64,963       8.0             56,347      7.0
Earnings from discontinued operations                --      0.0              8,639       1.0              3,265      0.4
Accounting change                                    --      0.0                 --       0.0              2,431      0.3
- -----------------------------------------------------------------------------------------------------------------------------
Net earnings                            $        80,690      8.6%   $        73,602       9.0%   $        62,043      7.7%
=============================================================================================================================
Basic earnings per share
    Continuing operations               $          1.70             $          1.36              $          1.15
    Discontinued operations                          --                         .18                          .07
    Accounting change                                --                          --                          .05
- -----------------------------------------------------------------------------------------------------------------------------
Net earnings                            $          1.70             $          1.54              $          1.27
=============================================================================================================================
Diluted earnings per share
    Continuing operations               $          1.69             $          1.36              $          1.15
    Discontinued operations                          --                          18                          .07
    Accounting change                                --                          --                          .05
- -----------------------------------------------------------------------------------------------------------------------------
Net earnings                            $          1.69             $          1.54              $          1.26
=============================================================================================================================
OTHER RELATED DATA
Dividend per share, declared and paid   $         .5375             $           .53              $           .53
Average common shares outstanding:
    Basic                                        47,379                      47,671                       48,898
    Diluted                                      47,788                      47,926                       49,166
Book value per common share             $         10.58             $          9.09              $          8.59
Price range per common share              17.95 - 25.96               15.55 - 23.99                16.00 - 23.19
Share price at December 31                        22.47                       20.81                        22.75
Capital expenditures for continuing
 operations                                      47,317                      38,001                       45,199
Depreciation for continuing
 operations                                      38,899                      37,019                       35,507
Amortization for continuing
 operations                                       2,391                       9,271                       10,047
Total assets                                  1,289,971                   1,108,893                    1,164,248
Long-term debt                                  511,707                     423,137                      417,141
Shareholders' equity                            499,358                     430,816                      417,058
Return on average shareholders'
 equity                                            17.3%                       17.7%                        14.7%
Total debt to total capital                        52.8%                       53.3%                        55.7%
Employees                                         3,572                       3,454                        3,722
- -----------------------------------------------------------------------------------------------------------------------------


Years ended December 31, 2002                       1999                     1998
- --------------------------------------------------------------------------------------------
                                                                           
SUMMARY OF OPERATIONS
Revenue                                 $       796,250    100.0%   $       719,808    100.0%
Cost of products sold                           526,367     66.1            475,330     66.0
Selling and administrative expenses             145,618     18.3            136,633     19.0
Special charges                                      --      0.0                 --      0.0
- --------------------------------------------------------------------------------------------
Operating income                                124,265     15.6            107,845     15.0
Interest expense                                 27,425      3.4             21,977      3.1
- --------------------------------------------------------------------------------------------
Earnings from continuing operations
 before income taxes                             96,840     12.2             85,868     11.9
Income taxes                                     30,329      3.8             26,467      3.6
- --------------------------------------------------------------------------------------------
Earnings from continuing operations              66,511      8.4             59,401      8.3
Earnings from discontinued operations            15,250      1.9             14,847      2.0
Accounting change                                    --      0.0                 --      0.0
- --------------------------------------------------------------------------------------------
Net earnings                            $        81,761     10.3%   $        74,248     10.3%
============================================================================================
Basic earnings per share
    Continuing operations               $          1.32             $          1.16
    Discontinued operations                         .30                         .29
    Accounting change                               --
- --------------------------------------------------------------------------------------------
Net earnings                            $          1.63             $          1.45
============================================================================================
Diluted earnings per share
    Continuing operations               $          1.31             $          1.14
    Discontinued operations                         .30                         .29
    Accounting change                               --
- --------------------------------------------------------------------------------------------
Net earnings                            $          1.61             $          1.43
============================================================================================
OTHER RELATED DATA
Dividend per share, declared and paid   $           .53             $           .53
Average common shares outstanding:
    Basic                                        50,296                      51,168
    Diluted                                      50,791                      51,883
Book value per common share             $          8.64             $          8.09
Price range per common share              18.25 - 27.38               19.44 - 27.75
Share price at December 31                        20.38                       27.44
Capital expenditures for continuing
 operations                                      50,820                      52,505
Depreciation for continuing
 operations                                      32,709                      30,810
Amortization for continuing
 operations                                       8,095                       6,229
Total assets                                  1,131,713                     995,865
Long-term debt                                  380,378                     291,304
Shareholders' equity                            430,872                     412,591
Return on average shareholders'
 equity                                            19.4%                       18.5%
Total debt to total capital                        52.1%                       45.7%
Employees                                         3,900                       3,943
- --------------------------------------------------------------------------------------------


The 2000 results include special charges related to the effect of a permanent
health care plan amendment and a facilities consolidation plan of $1.90 million
(see Notes 10 and 14).

The 2002 results exclude amortization of goodwill due to an accounting change.
Goodwill amortization, net of tax, was $8.0 million, $8.4 million, $7.0 million,
and $5.1 million in 2001, 2000, 1999, respectively (see Note 3).

                                       32

EX-21

Subsidiaries and Affiliates of
Sensient Technologies Corporation (Wisconsin)             Exhibit 21



Name                                                                                    State or other jurisdiction of incorporation
- ----                                                                                    --------------------------------------------
                                                                                     
Corporate Group
Sensient Technologies Canada, Inc.                                                      Canada
Sensient Technologies Foreign Sales Corporation                                         Virgin Islands
Sensient Holding, Inc.                                                                  Nevada
Sensient Finance Ireland                                                                Ireland
Sensient Finance Ireland Limited                                                        Ireland
Sensient Investments Limited                                                            Ireland
Sensient Health Care Management Company                                                 Wisconsin
Sensient Technologies (UK) Limited                                                      United Kingdom
Financiere Wackherr SA                                                                  France
Sensient France SAS                                                                     France
Ratina Participations SA                                                                Luxembourg
Sensient Technologies Luxembourg SARL                                                   Luxembourg
Sensient Holdings Malta Limited                                                         Malta
Universal Holdings Cayman                                                               Cayman Islands
Biolux Finance NV                                                                       Belgium
Sensient Technologies Limited                                                           United Kingdom
Pointing Holdings Limited                                                               United Kingdom
Pointing International Ltd.                                                             United Kingdom
Dr. Marcus Betelligungs GmbH                                                            Germany
Dr. Marcus Verwaltungs GmbH                                                             Germany
Sensient Technologies Holding Deutschland GmbH                                          Germany
Flavors & Fragrances Group
Sensient Flavors Inc.                                                                   Delaware
Sensient Flavors Canada, Inc.                                                           Canada
Sensient Flavors International, Inc.                                                    Indiana
Sensient Flavors SARL                                                                   France
Sensient Fragrances, SA                                                                 Spain
Sensient Flavors Belgium N.V.                                                           Belgium
Sensient Flavors SRL                                                                    Italy
Sensient Flavors Mexico SA. de CV                                                       Mexico
Sensient Fragrances Mexico SA de CV                                                     Mexico
Flavor Burst, Inc.                                                                      Illinois
Sensient Flavors Biolux NV                                                              Belgium
Sensient Flavors Strasbourg S.A.S.                                                      France
Provamil S.A.                                                                           Belgium
Sensient Flavors (Wales) Limited                                                        United Kingdom
Sensient Flavors Limited                                                                United Kingdom
Sensient Flavors GmbH                                                                   Germany
C. Melchers Essential Oils Handels GmbH                                                 Germany
Melchers Aromen GmbH                                                                    Germany
Sensient Flavors Scandinavia AB                                                         Sweden
Melchers Flavors of America, Inc.                                                       California
Dehydrated Flavors Division
Sensient Dehydrated Flavors Company                                                     California
Inter-Agro U.S.A., Inc.                                                                 Illinois
Sensient Specialty Vegetables Ltd.                                                      Ireland
Freshfield Foods Ltd.                                                                   Ireland
Sensient Dehydrated Flavors BV                                                          Netherlands
Sensient Dehydrated Flavors SA                                                          France
Color Group
Sensient Colors Inc. (f/k/a Warner-Jenkinson Company, Inc.)                             New York
Sensient Food Colors the Netherlands BV (f/k/a Warner-Jenkinson Sensient Technologies)  Netherlands
Sensient Colors Canada Ltd. (f/k/a Warner-Jenkinson (Canada) Limited)                   Canada
Sensient Imaging Technologies LLC                                                       New Jersey
Sensient Imaging Technologies Inc. (f/k/a Formulabs, Inc.)                              California
Formulabs SA de CV                                                                      Mexico
Sensient Imaging Technologies Ltd. (f/k/a ECS Specialty Inks)                           Switzerland
Sensient Colors SA de CV (f/k/a Warner-Jenkinson SA de CV)                              Mexico
Sensient Colors UK Ltd. (Warner-Jenkinson Europe Limited)                               United Kingdom
Sensient Food Colors France SARL (f/k/a Warner-Jenkinson Europe SARL)                   France
Reggiana - Warner Jenkinson Srl.                                                        Italy
Sensient Colors Brasil Ltda (f/k/a Warner-Jenkinson Brasil)                             Brazil
Sensient Colors SA (f/k/a Warner - Jenkinson SA)                                        Argentina
SCI Cesar                                                                               France
SCI Griseda                                                                             France
Warner Jenkinson Europe GmbH                                                            Germany
Warner Jenkinson Europe Goldmann GmbH                                                   Germany                 50%
Warner Jenkinson Europe Goldmann KG                                                     Germany                 50%
Les Colorants Wackherr SA                                                               France
LCW do Brasil                                                                           Brazil                  50%
LCW Polska                                                                              Poland                  50%
LCW Iberica                                                                             Spain                   50%



                                                                                     
Pointing Limited                                                                        United Kingdom
Sensient Colors South Africa (Pty.) Ltd. (f/k/a Warner-Jenkinson Pointing Pty)          South Africa
Pointing Color Inc.                                                                     Delaware
Sensient Food Colors LP (f/k/a The Monarch Food Colors LP)                              Missouri
Pointing Canada Limited                                                                 Canada
Pointing Asia Ltd.                                                                      Hong Kong
Pointing Mexico SA de CV                                                                Mexico
Sensient Food Colors (Italy) Srl (f/k/a Reggiana Antociani Srl)                         Italy
Sensient Food Colors Germany GmbH & Co. KG (f/k/a Dr. Marcus & Co.)                     Germany
Sensient Food Colors Czech Republic, s.r.o. (f/k/a Dr. Marcus CZ )                      Czech Republic
Dr. Marcus France SARL                                                                  France
Sensient Food Colors Hungary KFT (f/k/a Dr. Marcus Hungaria)                            Hungary
Sensient Food Colors Poland Sp.zo.o (f/k/a Dr. Marcus Polska)                           Poland
Sensient Food Colors Romania Srl (f/k/a Dr. Marcus COM.ROM)                             Romania
Sensient Imaging Technologies GmbH (f/k/a SynTec GmbH)                                  Germany
Sensient Imaging Technologies Germany GmbH (f/k/a AcMaRe GmbH)                          Germany
Asia Pacific Division
Sensient Technologies Asia Pacific Pte. Ltd.                                            Singapore
Sensient Technologies (Thailand), Ltd.                                                  Thailand
Sensient Technologies (Australia) Pty Ltd                                               Australia
Sensient Technologies Corporation (Japan)                                               Japan
Sensient Technologies (Philippines), Inc.                                               Philippines
Sensient Technologies Corporation (China) Ltd.                                          China
Senseint Technologies Hong Kong Limited                                                 Hong Kong
Sensient India Pvt. Ltd.                                                                India
Discontinued
Minn-Dak Yeast Company, Inc.                                                            North Dakota            20%

EX-23

                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Amendment No. 1 to Registration
Statements No. 33-34555 and 33-55437 and Registration Statements No. 333-95991,
333-95993, 33-27356, 333-35877, 333-96781, 333-85360 and 333-45931 on Form S-8
and Registration Statement No. 333-67015 on Form S-3 of Sensient Technologies
Corporation, of our reports dated February 13, 2003 (which report includes an
explanatory paragraph as to the adoption in 2002 of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," and change
in accounting in 2000 of amortizing unrecognized gains and losses related to the
Company's obligations for postretirement benefits), appearing in and
incorporated by reference in this Annual Report on Form 10-K of Sensient
Technologies Corporation for the year ended December 31, 2002.

Milwaukee, Wisconsin
March 26, 2003

EX-99.2

                                                                    EXHIBIT 99.2

                                  CERTIFICATION
                 Pursuant to 18 United States Code Section 1350

          The undersigned hereby certifies that the Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 of Sensient Technologies Corporation
(the "Company") filed with the Securities and Exchange Commission on the date
hereof fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                 /s/ Kenneth P. Manning
                          -------------------------------------
                          Name:  Kenneth P. Manning
                          Title: Chairman, President &
                                  Chief Executive Officer
                          Date:  March 27, 2003


          A signed original of this written statement required by Section 906
has been provided to Sensient Technologies Corporation and will be retained by
Sensient Technologies Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.



                                  CERTIFICATION
                 Pursuant to 18 United States Code Section 1350

          The undersigned hereby certifies that the Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 of Sensient Technologies Corporation
(the "Company") filed with the Securities and Exchange Commission on the date
hereof fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                  /s/ Richard F. Hobbs
                            -------------------------------------------------
                            Name: Richard F. Hobbs
                            Title: Vice President, Chief Financial Officer
                                    & Treasurer
                            Date: March 27, 2003



          A signed original of this written statement required by Section 906
has been provided to Sensient Technologies Corporation and will be retained by
Sensient Technologies Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.