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                                                                    EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of May 7, 2001, by and among International Flavors & Fragrances
Inc., a New York corporation (the "Company") and Salomon Smith Barney Inc., Banc
One Capital Markets, Inc., First Union Securities Inc. and Tokyo-Mitsubishi
International plc, in their respective capacities as initial purchasers and as
representatives of each of the other initial purchasers named in Schedule I to
the Purchase Agreement referred to below (collectively, the "Initial
Purchasers").

         This Agreement is made pursuant to the Purchase Agreement dated May 7,
2001, by and among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $700,000,000 aggregate principal amount of its 6.45% Notes due
2006 (the "Securities").

         In order to induce the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the Initial Purchasers'
obligations thereunder, the Company has agreed to provide to the Initial
Purchasers and their respective direct and indirect transferees and assigns the
registration rights set forth in this Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1.   Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

              "Closing Date" shall mean the Closing Date as defined in the
         Purchase Agreement.

              "Company" shall have the meaning set forth in the preamble and
         also includes the Company's successors.

              "Depositary" shall mean The Depository Trust Company, or any other
         depositary appointed by the Company, including any agent thereof
         provided, however, that any such depositary must at all times have an
         address in the Borough of Manhattan, in The City of New York.

              "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time, and the rules and regulations of the SEC
         promulgated thereunder.

              "Exchange Securities" shall mean the Securities issued by the
         Company under the Indenture, containing terms identical to the
         Securities (except that (i) interest thereon shall accrue from the last
         date on which interest was paid on the Securities or, if no such
         interest has been paid, from the Closing Date, (ii) the transfer
         restrictions thereon shall be eliminated

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         and (iii) certain provisions relating to an increase in the,
         stated rate of interest thereon shall be eliminated) which are to be
         offered to Holders of Registrable Securities in exchange for
         Registrable Securities pursuant to the Exchange Offer.

              "Exchange Offer" shall mean the exchange offer by the Company of
         Exchange Securities for Registrable Securities pursuant to Section 2(a)
         hereof.

              "Exchange Offer Registration" shall mean a registration under the
         Securities Act effected pursuant to Section 2(a) hereof.

              "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 covering the Registrable
         Securities (or, if applicable, on another appropriate form), and all
         amendments and supplements to such registration statement, in each case
         including the Prospectus contained therein, all exhibits thereto and
         all material incorporated by reference therein.

              "Holders" shall mean the Initial Purchasers, for so long as they
         own any Registrable Securities, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Securities under the Indenture.

              "Indenture" shall mean the Indenture dated as of May 1, 2001,
         among the Company and Bank One Trust Company, N.A., as Trustee,
         relating to the Securities and the Exchange Securities and as the same
         may be amended and supplemented from time to time in accordance with
         the terms thereof.

              "Initial Purchasers" shall have the meaning set forth in the
         preamble of this Agreement.

              "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of Registrable Securities outstanding;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company, or any of its affiliates
         (as such term is defined in Rule 405 under the Securities Act) (other
         than the Initial Purchasers or subsequent holders of Registrable
         Securities), if such subsequent holders are deemed to be such
         affiliates solely by reason of their holding of such Registrable
         Securities, shall be disregarded in determining whether such consent or
         approval was given by the Holders of such required percentage or
         amount.

              "NASD" shall mean the National Association of Securities Dealers,
         Inc.

              "Person" shall mean an individual, partnership, joint venture,
         limited liability company, corporation, trust or unincorporated
         organization, or a government or agency or political subdivision
         thereof.

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              "Prospectus" shall mean the prospectus included in a Registration
         Statement, including any preliminary prospectus, and any such
         prospectus as amended or supplemented by any prospectus supplement,
         including a prospectus supplement with respect to the terms of the
         offering of any portion of the Registrable Securities covered by a
         Shelf Registration Statement, and by all other amendments and
         supplements to a prospectus, including post- effective amendments, and
         in each case including all material incorporated by reference therein.

              "Purchase Agreement" shall have the meaning set forth in the
         preamble of this Agreement.

              "Registrable Securities" shall mean the Securities; provided,
         however, that the Securities shall cease to be Registrable Securities
         when (i) a Registration Statement with respect to such Securities shall
         have been declared effective under the Securities Act and such
         Securities shall have been disposed of pursuant to such Registration
         Statement, (ii) such Securities shall have been sold to the public
         pursuant to Rule 144 (or any similar provision then in force, but not
         Rule 144A) under the Securities Act, (iii) such Securities shall have
         ceased to be outstanding or(iv) such Securities have been exchanged for
         Exchange Securities upon consummation of the Exchange Offer.

              "Registration Default" shall have the meaning set forth in Section
         2(e) of this Agreement.

              "Registration Expenses" shall mean any and all expenses incident
         to performance of or compliance by the Company with this Agreement,
         including without limitation: (i) all SEC, stock exchange or NASD
         registration and filing fees, (ii) all fees and expenses incurred in
         connection with compliance with state or other securities or blue sky
         laws and compliance with the rules of the NASD (including reasonable
         fees and disbursements of counsel for any underwriters or Holders in
         connection with state or other securities or blue sky qualification of
         any of the Exchange Securities or Registrable Securities), (iii) all
         expenses of any Persons in preparing, printing and distributing any
         Registration Statement, any Prospectus, any amendments or supplements
         thereto, any underwriting agreements, securities sales agreements,
         certificates representing the Exchange Securities and other documents
         relating to the performance of and compliance with this Agreement, (iv)
         all rating agency fees, (v) all fees and expenses incurred in
         connection with the listing, if any, of any of the Exchange Securities
         or such Registrable Securities, covered by a Shelf Registration
         Statement, as applicable, on any securities exchange or exchanges, (vi)
         all fees and disbursements relating to the qualification of the
         Indenture under applicable securities laws, (vii) the fees and
         disbursements of counsel for the Company and the fees and expenses of
         the independent public accountants of the Company, including the
         expenses of any special audits or "cold comfort" letters required by or
         incident to such performance and compliance, (viii) the fees and
         expenses of a "qualified independent underwriter" as defined by Conduct
         Rule 2720 of the NASD (if required by the NASD rules) in connection
         with the offering ofthe Registrable

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<PAGE>

         Securities and the reasonable fees and expenses of its counsel,
         (ix) the reasonable fees and expenses of the Trustee, any registrar,
         any depositary and paying agent, including their respective counsel,
         and any escrow agent or custodian, (x) the reasonable fees and expenses
         of the Initial Purchasers in connection with the Exchange Offer,
         including the reasonable fees and expenses of counsel to the Initial
         Purchasers, (xi) the reasonable fees and expenses of one counsel to the
         Holders which shall be Mayer, Brown & Platt in connection with the
         Shelf Registration Statement, and (xii) in the case of an underwritten
         offering, any reasonable fees and disbursements of the underwriters
         customarily required to be paid by issuers or sellers of such
         securities, including the reasonable fees and expenses of counsel to
         the underwriters, and the fees and expenses of any special experts
         retained by the Company in connection with any Registration Statement
         but excluding (except as otherwise provided herein) fees of counsel to
         the underwriters or the Holders and underwriting.

              "Registration Statement" shall mean any registration statement of
         the Company relating to any offering of the Exchange Securities or
         Registrable Securities pursuant to the provisions of this Agreement,
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

              "SEC" shall mean the Securities and Exchange Commission.

              "Securities Act" shall mean the Securities Act of 1933, as amended
         from time to time, and the rules and regulations of the SEC promulgated
         thereunder.

              "Shelf Registration" shall mean a registration effected pursuant
         to Section 2(b) hereof.

              "Shelf Registration Statement" shall mean a "shelf" registration
         statement of the Company pursuant to the provisions of Section 2(b) of
         this Agreement which covers all of the Registrable Securities on an
         appropriate form under Rule 415 under the Securities Act, or any
         similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

              "Trustee" shall mean the trustee under the Indenture.

         2.   Registration Under the Securities Act.

              (a) Exchange Offer Registration. To the extent not prohibited by
         any applicable law or applicable interpretation of the staff of the
         SEC, the Company shall (A) use reasonable best efforts to file with the
         SEC within 90 calendar days after the Closing Date an Exchange Offer
         Registration Statement covering the offer by the Company to the Holders
         to exchange

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<PAGE>

          all of the Registrable Securities for Exchange Securities, (B) use its
          reasonable best efforts to cause such Exchange Offer Registration
          Statement to be declared effective by the SEC within 180 calendar days
          after the Closing Date, (C) use its reasonable best efforts to cause
          such Registration Statement to remain effective until the closing of
          the Exchange Offer and (D) use its reasonable best efforts to
          consummate the Exchange Offer within 210 calendar days after the
          Closing Date. The Exchange Securities will be issued under the
          Indenture. Upon the effectiveness of the Exchange Offer Registration
          Statement, the Company shall promptly commence the Exchange Offer, it
          being the objective of such Exchange Offer to enable each Holder
          (other than Participating Broker-Dealers (as defined in Section 3(f))
          eligible and electing to exchange Registrable Securities for Exchange
          Securities (assuming that such Holder is not an affiliate of the
          Company within the meaning of Rule 405 under the Securities Act,
          acquires the Exchange Securities in the ordinary course of such
          Holder's business and has no arrangements or understandings with any
          person to participate in the Exchange Offer for the purpose of
          distributing the Exchange Securities) to trade such Exchange
          Securities from and after their receipt without any limitations or
          restrictions under the Securities Act and without material
          restrictions under the securities laws of a substantial proportion of
          the several states of the United States.

         In connection with the Exchange Offer, the Company shall:

                   (i) mail to each Holder a copy of the Prospectus forming part
              of the Exchange Offer Registration Statement, together with an
              appropriate letter of transmittal and related documents;

                   (ii) keep the Exchange Offer open for not less than 30
              business days (or longer if required by applicable federal and
              state securities laws) after the date notice thereof is mailed to
              the Holders;

                   (iii) use the services of the Depositary for the Exchange
              Offer with respect to Securities evidenced by global certificates;

                   (iv) permit Holders to withdraw tendered Registrable
              Securities at any time prior to the close of business, New York
              City time, on the last business day on which the Exchange Offer
              shall remain open, by sending to the institution specified in the
              notice, a telegram, telex, facsimile transmission or letter
              setting forth the name of such Holder, the principal amount of
              Registrable Securities delivered for exchange, and a statement
              that such Holder is withdrawing its election to have such
              Securities exchanged; and

                   (v) otherwise comply in all material respects with all
              applicable federal and state securities laws relating to the
              Exchange Offer.

              As soon as practicable after the close of the Exchange Offer, the
         Company shall:

                                        5

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                   (i) accept for exchange Registrable Securities duly tendered
              and not validly withdrawn pursuant to the Exchange Offer in
              accordance with the terms of the Exchange Offer Registration
              Statement and the letter of transmittal which is an exhibit
              thereto;

                   (ii) deliver, or cause to be delivered, to the Trustee for
              cancellation all Registrable Securities so accepted for exchange
              by the Company; and

                   (iii) cause the Trustee promptly to authenticate and deliver
              Exchange Securities to each Holder of Registrable Securities equal
              in principal amount to the principal amount of the Registrable
              Securities of such Holder so accepted for exchange. Interest on
              each Exchange Note will accrue from the last date on which
              interest was paid on the Registrable Securities surrendered in
              exchange therefor or, if no interest has been paid on the
              Registrable Securities, from the Closing Date. The Exchange Offer
              shall not be subject to any conditions, other than (i) that the
              Exchange Offer, or the making of any exchange by a Holder, does
              not violate applicable law or any applicable interpretation of the
              staff of the SEC, (ii) that no action or proceeding shall have
              been instituted or threatened in any court or before any
              governmental agency with respect to the Exchange Offer which, in
              the judgment of the Company, would impair the ability of the
              Company to proceed with the Exchange Offer, (iii) that no law,
              rule or regulation or applicable interpretations of the staff of
              the SEC has been issued or promulgated which, in the good faith
              determination of the Company, does not permit the Company to
              effect the Exchange Offer and (iv) that the Holders tender the
              Registrable Securities to the Company in accordance with the
              Exchange Offer.

              Each Holder of Registrable Securities (other than Participating
         Broker-Dealers) who wishes to exchange such Registrable Securities for
         Exchange Securities in the Exchange Offer shall have represented that
         (i) it is not an affiliate (as defined in Rule 405 under the Securities
         Act) of the Company or, if it is an affiliate, it will comply with the
         registration and prospectus delivery requirements of the Securities
         Act, to the extent applicable, (ii) any Exchange Securities to be
         received by it will be acquired in the ordinary course of business,
         (iii) at the time of the commencement of the Exchange Offer, it has no
         arrangement with any Person to participate in the distribution (within
         the meaning of the Securities Act) of the Securities or the Exchange
         Securities, (iv) it is not acting on behalf of any person who could not
         truthfully make the foregoing representations and (v) it shall have
         made such other representations as may be reasonably necessary under
         applicable SEC rules, regulations or interpretations to render the use
         of Form S-4 or another appropriate form under the Securities Act
         available or for the Exchange Offer Registration Statement to be
         declared effective. To the extent permitted by law, the Company shall
         inform the Initial Purchasers of the names and addresses of the Holders
         to whom the Exchange Offer is made, and the Initial Purchasers shall
         have the right to contact such Holders and otherwise facilitate the
         tender of Registrable Securities in the Exchange Offer.

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<PAGE>

              (b) Shelf Registration.

                   (i) If, because of any change in law or applicable
              interpretations thereof by the Staff of the SEC, the Company is
              not permitted to effect the Exchange Offer as contemplated by
              Section 2(a) hereof, (ii) if for any other reason the Exchange
              Offer Registration Statement is not declared effective within 180
              calendar days following the Closing Date or the Exchange Offer is
              not consummated within 210 calendar days after the Closing Date
              (provided that, if the Exchange Offer Registra tion Statement
              shall be declared effective after such 180-day period or if the
              Exchange Offer shall be consummated after such 210-day period,
              then the Company's obligations under this clause (ii) arising from
              the failure of the Exchange Offer Registration Statement to be
              declared effective within such 180-day period or the failure of
              the Exchange Offer to be consummated within such 210-day period,
              respectively, shall terminate), (iii) if any Holder (other than an
              Initial Purchaser) is not eligible to participate in the Exchange
              Offer or elects to participate in the Exchange Offer but does not
              receive fully tradeable Exchange Securities pursuant to the
              Exchange Offer or (iv) upon the written request of any of the
              Initial Purchasers within 90 days following the consummation of
              the Exchange Offer; provided that such Initial Purchaser shall
              hold Registrable Securities that it acquired directly from the
              Company and that such Initial Purchaser is not permitted, in the
              reasonable opinion of counsel to such Initial Purchaser, pursuant
              to applicable law or applicable interpretation of the staff of the
              SEC, to participate in the Exchange Offer, the Company shall, at
              their cost:

                        (A) as promptly as practicable, but no later than the
                   30th calendar day after such filing obligation arises, use
                   its reasonable best efforts to file with the SEC a Shelf
                   Registration Statement relating to the offer and sale of the
                   Registrable Securities by the Holders from time to time in
                   accordance with the methods of distribution elected by the
                   Majority Holders of such Registrable Securities and set forth
                   in such Shelf Registration Statement;

                        (B) use its reasonable best efforts to cause such Shelf
                   Registration Statement to be declared effective by the SEC as
                   promptly as practicable; provided that, with respect to
                   Exchange Securities received by a broker- dealer in exchange
                   for any securities that were acquired by such broker-dealer
                   as a result of market-making or other trading activities, the
                   Company may, if permitted by current interpretations by the
                   staff of the SEC, file a post- effective amendment to the
                   Exchange Offer Registration Statement containing the
                   information required by Regulation S-K Items 507 and/or 508,
                   as applicable, in satisfaction of its obligations under
                   paragraph (A) solely with respect to broker-dealers who
                   acquired their Securities as a result of market-making or
                   other trading activities, and any such Exchange Offer
                   Registration Statement, as so amended, shall be referred to
                   herein as, and

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<PAGE>

                   governed by the provisions herein applicable to, a Shelf
                   Registration Statement. In the event that the Company is
                   required to file a Shelf Registra tion Statement upon the
                   request of any Holder (other than an Initial Purchaser) not
                   eligible to participate in the Exchange Offer pursuant to
                   clause (iii) above or upon the request of any Initial
                   Purchaser pursuant to clause (iv) above, the Company shall
                   file and use their reasonable best efforts to have declared
                   effective by the SEC both an Exchange Offer Registration
                   Statement pursuant to Section 2(a) with respect to all
                   Registrable Securities and a Shelf Registration Statement
                   (which may be a combined Registration Statement with the
                   Exchange Offer Registration Statement) with respect to offers
                   and sales of Registrable Securities held by such Holder or
                   such Initial Purchaser, as applicable, after completion of
                   the Exchange Offer;

                        (C) use their reasonable best efforts to keep the Shelf
                   Registration Statement continuously effective, supplemented
                   and amended as required, in order to permit the Prospectus
                   forming part thereof to be usable by Holders for a period of
                   two years, plus any extensions as provided in Section
                   2(d)(iii) below, after its effective date or such shorter
                   period which will terminate when all of the Registrable
                   Securities covered by the Shelf Registration Statement (i)
                   have been sold pursuant to the Shelf Registration Statement,
                   (ii) cease to be outstanding or (iii) become eligible for
                   resale pursuant to Rule 144 under the Exchange Act without
                   volume restrictions; and

                        (D) notwithstanding any other provisions hereof ensure
                   that (i) any Shelf Registration Statement and any amendment
                   thereto and any Prospectus forming a part thereof and any
                   supplement thereto complies in all material respects with the
                   Securities Act and the rules and regulations thereunder, (ii)
                   any Shelf Registration Statement and any amendment thereto
                   does not, when it becomes effective, contain an untrue
                   statement of a material fact or omit to state a material fact
                   required to be stated therein or necessary to make the
                   statements therein not misleading and (iii) any Prospectus
                   forming part of any Shelf Registration Statement, and any
                   supplement to such Prospectus (as amended or supplemented
                   from time to time), does not include an untrue statement of a
                   material fact or omit to state a material fact necessary in
                   order to make the statements, in light of the circumstances
                   under which they were made, not misleading; provided,
                   however, clauses (ii) and (iii) shall not apply to any
                   information relating to any Initial Purchaser or any Holder
                   furnished to the Company in writing by such Initial Purchaser
                   or Holder expressly for use in the Shelf Registration
                   Statement.

          The Company shall not permit any securities other than the Registrable
Securities to be included in the Shelf Registration Statement.

                                        8

<PAGE>

          The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use their reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement to become
usable as soon as practicable thereafter and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

              (c) Expenses. The Company shall pay all Registration Expenses in
         connection with the registration pursuant to Sections 2(a) and 2(b)
         and, in the case of any Shelf Registration Statement, will reimburse
         the Holders or the Initial Purchasers for the reasonable fees and
         disbursements of one counsel designated in writing by the Majority
         Holders to act as counsel for the Holders of the Registrable Securities
         in connection therewith. Each Holder shall pay all expenses of its
         counsel other than as set forth in the preceding sentence, underwriting
         discounts and commissions and transfer taxes, if any, relating to the
         sale or disposition of such Holder's Registrable Securities pursuant to
         a Shelf Registration Statement.

              (d) Effective Registration Statement.

                   (i) The Company shall be deemed not to have used its
              respective reasonable best efforts to cause the Exchange Offer
              Registration Statement or the Shelf Registration Statement, as the
              case may be, to become, or to remain, effective during the
              requisite periods set forth herein if the Company voluntarily
              takes any action that could reasonably be expected to result in
              any such Registration Statement not being declared effective or
              remaining effective or in the Holders of Registrable Securities
              covered thereby not being able to exchange or offer and sell such
              Registrable Securities during that period unless (A) such action
              is required by applicable law or (B) such action is taken by the
              Company in good faith and for valid business reasons (but not
              including avoidance of the Company's obligations hereunder),
              including the acquisition or divestiture of assets or a material
              corporate transaction or event so long as the Company promptly
              complies with the requirements of Section 3(k) hereof, if
              applicable.

                   (ii) An Exchange Offer Registration Statement pursuant to
              Section 2(a) hereof or a Shelf Registration Statement pursuant to
              Section 2(b) hereof shall not be deemed to have become effective
              unless it has been declared effective by the SEC; provided,
              however, that if, after it has been declared effective, the
              offering of Registrable Securities pursuant to a Registration
              Statement is interfered with by any stop order, injunction or
              other order or requirement of the SEC or any other governmental
              agency or court, such Registration Statement shall be deemed not
              to have been effective during the period of such interference,
              until the offering of Registrable Securities pursuant to such
              Registration Statement may legally resume.

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<PAGE>

                   (iii) During any 365-day period, the Company may suspend the
              availability of a Shelf Registration Statement and the use of the
              related Prospectus, as provided in Section 3(e)(vi) and the last
              paragraph of Section 3 hereof (a "Material Event Election"), for
              up to 4 periods of up to 45 consecutive days (except for the
              consecutive 45-day period immediately prior to maturity of the
              Securities), but no more than an aggregate of 90 days during any
              365-day period, if any event shall occur (A) as set forth in
              Section 2(d)(i) or (B) as a result of which it shall be necessary,
              in the good faith determination of the board of directors of the
              Company, to amend the Shelf Registration Statement or amend or
              supplement any prospectus or prospectus supplement thereunder in
              order that each such document not include any untrue statement of
              fact or omit to state a material fact necessary to make the
              statements therein not misleading in light of the circumstances
              under which they were made, provided that any period during which
              the Company requires Holders to refrain from disposing of their
              Registrable Securities due to a Material Event Election (an
              "Election Period") shall be deemed to trigger the obligation of
              the Company to pay additional interest in accordance with Section
              2(e) to the extent that such Election Period, together with all
              other days that the Shelf Registration Statement has become
              unusable in any consecutive twelve-month period, exceeds 90 days
              in the aggregate. The Two-Year Period provided for in Section
              2(b)(B) above shall be extended by an amount of time equal to all
              such Election Periods.

              (e) Increase in Interest Rate. In the event that (i) the Exchange
         Offer Registration Statement is not filed with the SEC on or prior to
         the 90th calendar day after the Closing Date, (ii) the Exchange Offer
         Registration Statement is not declared effective on or prior to the
         180th calendar day after the Closing Date, (iii) the Exchange Offer is
         not consummated on or prior to the 210th calendar day following the
         Closing Date, or (iv) if required, a Shelf Registration Statement with
         respect to the Registrable Securities is not declared effective on or
         prior to the 210th calendar day after the Closing Date, or (v) the
         Election Periods exceed, in the aggregate, 90 days during any 365-day
         period (each, a "Registration Default"), the per annum interest rate
         borne by the Registrable Securities affected thereby shall be increased
         by one-quarter of one percent (0.25%) per annum following a
         Registration Default; provided that the maximum aggregate additional
         interest with respect to a series may in no event exceed one-quarter of
         one percent (0.25%) per annum. Upon (v) the filing of the Exchange
         Offer Registration Statement after the 90-day period described in
         clause (i) above, (w) the effectiveness of the Exchange Offer
         Registration Statement after the 180-day period described in clause
         (ii) above, (x) the consummation of the Exchange Offer after the
         210-day period described in clause (iii) above, (y) the effectiveness
         of a Shelf Registration Statement, after the 210-day period described
         in clause (iv) above, or (z) the termination of any Election Period
         exceeding the period described in clause (v) above, the interest rate
         borne by such series of Registrable Securities from the date of such
         filing, effectiveness or consummation, as the case may be, shall be
         reduced to the original interest rate if the Company is otherwise in
         compliance with this paragraph; provided, however, that, if after any
         such reduction in interest rate, a different Registration Default
         occurs, the interest rate shall again be increased

                                       10

<PAGE>

         pursuant to the foregoing provisions. No increase in the rate
         under clause (i), (ii) or (iii) above shall be payable for any period
         during which a Shelf Registration is effective.

              (f) Specific Enforcement Without limiting the remedies available
         to the Initial Purchasers and the Holders, the Company acknowledges
         that any failure, other than legal impossibility, by the Company to
         comply with its obligations under Sections 2(a) and 2(b) hereof may
         result in material irreparable injury to the Initial Purchasers or the
         Holders for which there is no adequate remedy at law, that it will not
         be possible to measure damages for such injuries precisely and that, in
         the event of any such failure, the Initial Purchasers or any Holder may
         obtain such relief as may be required to specifically enforce the
         Company's obligations under Sections 2(a) and 2(b).

         3. Registration Procedures. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:

              (a) prepare and file with the SEC a Registration Statement, within
         the time periods specified in Section 2, on the appropriate form under
         the Securities Act, which form (i) shall be selected by the Company,
         (ii) shall, in the case of a Shelf Registration Statement, be available
         for the sale of the Registrable Securities by the selling Holders
         thereof and (iii) shall comply as to form in all material respects with
         the requirements of the applicable form and include or incorporate by
         reference all financial statements required by the SEC to be filed
         therewith, and use its reasonable best efforts to cause such
         Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;

              (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         effective for the applicable period; cause each Prospectus to be
         supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the Securities Act;
         and comply with the provisions of the Securities Act with respect to
         the disposition of all Securities covered by each Registration
         Statement during the applicable period in accordance with the intended
         method or methods of distribution by the selling Holders thereof;

              (c) in the case of a Shelf Registration, (i) notify each Holder of
         Registrable Securities, at least 15 days business days prior to filing,
         that a Shelf Registration Statement with respect to the Registrable
         Securities is being filed and advising such Holders that the
         distribution of Registrable Securities will be made in accordance with
         the method elected by the Majority Holders; (ii) furnish to each Holder
         of Registrable Securities, to counsel for the Initial Purchasers, to
         counsel for the Holders and to each underwriter of an underwritten
         offering of Registrable Securities, if any, without charge, as many
         copies of each Prospectus, including each preliminary Prospectus, and
         any amendment or supplement thereto and such other documents as such
         Holder or underwriter, or their counsel, may reasonably request,
         including financial statements and schedules and, if the Holder so
         reasonably requests, all

                                       11
<PAGE>

         exhibits (including those incorporated by reference) in order to
         facilitate the public sale or other disposition of the Registrable
         Securities; and (iii) subject to the last paragraph of this Section 3,
         hereby consent to the use of the Prospectus, including each preliminary
         Prospectus, or any amendment or supplement thereto by each of the
         selling Holders of Registrable Securities in connection with the
         offering and sale of the Registrable Securities covered by the
         Prospectus or any amendment or supplement thereto;

              (d) use its reasonable best efforts to register or qualify the
         Registrable Securities under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement and each underwriter of an
         underwritten offering of Registrable Securities shall reasonably
         request by the time the applicable Registration Statement is declared
         effective by the SEC, to cooperate with the Holders in connection with
         any filings required to be made with the NASD, keep each such
         registration or qualification effective during the period such
         Registration Statement is required to be effective and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such Holder to consummate the disposition in each such
         jurisdiction of such Registrable Securities owned by such Holder;
         provided, however, that the Company shall not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Section 3(d) or (ii) take any action which would subject it to
         general service of process or taxation in any such jurisdiction;

              (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities and counsel for such Holders promptly and, if
         requested by such Holder or counsel, confirm such advice in writing
         promptly (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for post-effective amendments and supplements to a
         Registration Statement and Prospectus or for additional information
         after the Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) if, between the
         effective date of a Registration Statement and the closing of any sale
         of Registrable Securities covered thereby, the representations and
         warranties of the Company contained in any underwriting agreement,
         securities sales agreement or other similar agreement, if any, relating
         to such offering cease to be true and correct in all material respects,
         (v) of the receipt by the Company of any notification with respect to
         the suspension of the qualification of the Registrable Securities for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose, (vi) of the happening of any event or the
         discovery of any facts during the period a Shelf Registration Statement
         is effective (including as contemplated in Section 2(d)(iii) hereof)
         which (A) is contemplated in Section 2(d)(i) or (B) makes any statement
         made in such Shelf Registration Statement or the related Prospectus
         untrue in any material respect or which requires the making of any
         changes in such Shelf Registration Statement or Prospectus in order to
         make the statements therein not misleading and (vii) of

                                       12
<PAGE>

         any determination by the Company that a post-effective amendment
         to a Registration Statement would be appropriate;

              (f) (A) in the case of an Exchange Offer, (i) include in the
         Exchange Offer Registration Statement a "Plan of Distribution" section
         covering the use of the Prospectus included in the Exchange Offer
         Registration Statement by broker-dealers who have exchanged their
         Registrable Securities for Exchange Securities for the resale of such
         Exchange Securities, (ii) furnish to each broker-dealer who desires to
         participate in the Exchange Offer, without charge, as many copies of
         each Prospectus included in the Exchange Offer Registration Statement,
         including any preliminary prospectus, and any amendment or supplement
         thereto, as such broker-dealer may reasonably request, (iii) include in
         the Exchange Offer Registration Statement a statement that any
         broker-dealer who holds Registrable Securities acquired for its own
         account as a result of market-making activities or other trading
         activities (a "Participating Broker-Dealer"), and who receives Exchange
         Securities for Registrable Securities pursuant to the Exchange Offer,
         may be a statutory underwriter and must deliver a prospectus meeting
         the requirements of the Securities Act in connection with any resale of
         such Exchange Securities, (iv) subject to the last paragraph of this
         Section 3, hereby consent to the use of the Prospectus forming part of
         the Exchange Offer Registration Statement or any amendment or
         supplement thereto, by any broker-dealer in connection with the sale or
         transfer of the Exchange Securities covered by the Prospectus or any
         amendment or supplement thereto, and (v) include in the transmittal
         letter or similar documentation to be executed by an exchange offeree
         in order to participate in the Exchange Offer the following provision:

              "If the undersigned is not a broker-dealer, the undersigned
         represents that it is not engaged in, and does not intend to engage in,
         a distribution of Exchange Securities. If the undersigned is a
         broker-dealer that will receive Exchange Securities for its own account
         in exchange for Registrable Securities, it represents that the
         Registrable Securities to be exchanged for Exchange Securities were
         acquired by it as a result of market-making activities or other trading
         activities and acknowledges that it will deliver a prospectus meeting
         the requirements of the Securities Act in connection with any resale of
         such Exchange Securities pursuant to the Exchange Offer; however, by so
         acknowledging and by delivering a prospectus, the undersigned will not
         be deemed to admit that it is an "underwriter" within the meaning of
         the Securities Act;"

                   (B) to the extent any Participating Broker-Dealer
              participates in the Exchange Offer, the Company shall use its
              reasonable best efforts to cause to be delivered at the request of
              an entity representing the Participating Broker-Dealers (which
              entity shall be Salomon Smith Barney Inc., unless it elects not to
              act as such representative) any "cold comfort" letters with
              respect to the Prospectus in the form existing on the last date
              for which exchanges are accepted pursuant to the Exchange Offer
              and with respect to

                                       13

<PAGE>

              each subsequent amendment or supplement, if any, effected
              during the period specified in clause (C) below;

                   (C) to the extent any Participating Broker-Dealer
              participates in the Exchange Offer, the Company shall use its
              reasonable best efforts to maintain the effectiveness of the
              Exchange Offer Registration Statement for a period of 180 days
              following the closing of the Exchange Offer or such shorter period
              which will terminate when the Participating Broker-Dealers have
              completed all resales subject to applicable prospectus delivery
              requirements; and

                   (D) the Company shall not be required to amend or supplement
              the Prospectus contained in the Exchange Offer Registration
              Statement as would otherwise be contemplated by Section 3(b)
              hereof; or take any other action as a result of this Section 3(f),
              for a period exceeding 180 days after the last date for which
              exchanges are accepted pursuant to the Exchange Offer (as such
              period may be extended by the Company) and Participating Broker-
              Dealers shall not be authorized by the Company to, and shall not,
              deliver such Prospectus after such period in connection with
              resales contemplated by this Section 3;

              (g) (i) in the case of an Exchange Offer, furnish counsel for the
         Initial Purchasers and (ii) in the case of a Shelf Registration,
         furnish counsel for the Holders of Registrable Securities copies of any
         request by the SEC or any state securities authority for amendments or
         supplements to a Registration Statement and Prospectus or for
         additional information;

              (h) make every reasonable effort to obtain the withdrawal of any
         order suspending the effectiveness of a Registration Statement as soon
         as practicable and provide immediate notice to each Holder of the
         withdrawal of any such order,

              (i) in the case of a Shelf Registration, furnish to each Holder of
         Registrable Securities, without charge, at least one conformed copy of
         each Registration Statement and any post-effective amendment thereto
         (without documents incorporated therein by reference or exhibits
         thereto, unless requested);

              (j) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends; and
         cause such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) in a form eligible
         for deposit with the Depositary and registered in such names as the
         selling Holders or the underwriters, if any, may reasonably request in
         writing at least one business day prior to the closing of any sale of
         Registrable Securities;

                                       14

<PAGE>

              (k) in the case of a Shelf Registration, upon the occurrence of
         any event or the discovery of any facts, each as contemplated by
         Section 3(e)(vi) hereof; use its reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Securities, such
         Prospectus will not contain at the time of such delivery any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading. The Company agrees to notify each
         Holder to suspend use of the Prospectus as promptly as practicable
         after the occurrence of such an event, and each Holder hereby agrees to
         suspend use of the Prospectus until the Company has amended or
         supplemented the Prospectus to correct such misstatement or omission.
         At such time as such public disclosure is otherwise made or the Company
         determines that such disclosure is not necessary, in each case to
         correct any misstatement of a material fact or to include any omitted
         material fact, the Company agrees promptly to notify each Holder of
         such determination and to furnish each Holder such numbers of copies of
         the Prospectus, as amended or supplemented, as such Holder may
         reasonably request;

              (l) obtain CUSIP numbers, ISINs and common codes for all Exchange
         Securities, or Registrable Securities, as the case may be, not later
         than the effective date of a Registration Statement, and provide the
         Trustee with printed certificates for the Exchange Securities or
         Registrable Securities, as the case may be, in a form eligible for
         deposit with the Depositary;

              (m) in the case of a Shelf Registration, enter into agreements
         (including underwriting agreements) and take all other customary and
         appropriate actions (including those reasonably requested by the
         Majority Holders of the Registrable Securities) in order to expedite or
         facilitate the disposition of such Registrable Securities and in such
         connection, whether or not an underwriting agreement is entered into
         and whether or not the registration is an underwritten registration, in
         a manner that is reasonable and customary:

                   (i) make such representations and warranties to the Holders
              of such Registrable Securities and the underwriters, if any, in
              form, substance and scope as are customarily made by issuers to
              underwriters in similar underwritten offerings as may be
              reasonably requested by such Holders and underwriters;

                   (ii) obtain opinions of counsel to the Company and updates
              thereof (which counsel and opinions (in form, scope and substance)
              shall be reasonably satisfactory to the managing underwriters, if
              any, and the Holders of a majority in principal amount of the
              Registrable Securities being sold) addressed to each selling
              Holder and the underwriters, if any, covering the matters
              customarily covered in opinions requested in sales of securities
              or underwritten offerings and such other matters as may be
              reasonably requested by such Holders and underwriters;

                                       15

<PAGE>

                   (iii) obtain "cold comfort" letters and updates thereof from
              the Company's independent certified public accountants addressed
              to the underwriters, if any, and will use reasonable best efforts
              to have such letters addressed to the selling Holders of
              Registrable Securities, such letters to be in customary form and
              covering matters of the type customarily covered in "cold comfort"
              letters to underwriters in connection with similar underwritten
              offerings;

                   (iv) enter into a securities sales agreement with the Holders
              and an agent of the Holders providing for, among other things, the
              appointment of such agent for the selling Holders for the purpose
              of soliciting purchases of Registrable Securities, which agreement
              shall be in form, substance and scope customary for similar
              offerings; (v) if an underwriting agreement is entered into in the
              case of an underwritten offering, cause the same to set forth
              indemnification provisions and procedures substantially equivalent
              to the indemnification provisions and procedures set forth in
              Section 5 hereof with respect to the underwriters and all other
              parties to be indemnified pursuant to Section 5 hereof; and

                   (v) deliver such documents and certificates as may be
              reasonably requested by the underwriters or the Holders and as are
              customarily delivered in similar offerings.

         The above shall be done at (i) the effectiveness of such Registration
Statement (and, if appropriate, each post-effective amendment thereto) and (ii)
each closing under any underwriting or similar agreement as and to the extent
required thereunder. In the case of any underwritten offering, the Company shall
provide written notice to the Holders of all Registrable Securities of such
underwritten offering at least thirty days prior to the filing of a prospectus
supplement for such underwritten offering. Such notice shall (x) offer each such
Holder the right to participate in such underwritten offering, (y) specify a
date, which shall be no earlier than ten business days following the date of
such notice, by which such Holder must inform the Company of its intent to
participate in such underwritten offering and (z) include the instructions such
Holder must follow in order to participate in such underwritten offering;

              (n) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable
         Securities and any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement and any U.S. counsel or
         accountant retained by such Holders or underwriters, all financial and
         other records, pertinent corporate documents and properties of the
         Company reasonably requested by any such Persons, and cause the
         respective officers, directors, employees, and any other agents of the
         Company to supply all information reasonably requested by any such
         representative, underwriter, special counsel or accountant in
         connection with a Registration Statement; provided, however, that the
         foregoing inspection and information gathering shall be coordinated on
         behalf of the Initial Purchasers by Salomon Smith Barney Inc. and on
         behalf of the other parties by one counsel designated by the holders of
         a majority of the Registrable

                                       16

<PAGE>

         Securities, and provided further that any such records, documents,
         properties and such information that is designated in writing by the
         Company, in good faith, as confidential at the time of delivery of such
         records, documents, properties or information shall be kept
         confidential by any such representative, underwriter, counsel or
         accountant and shall be used only in connection with such Shelf
         Registration Statement, unless such information has become available
         (not in violation of this Agreement) to the public generally or through
         a third party without an accompanying obligation of confidentiality,
         and except that such representative, underwriter, counsel or accountant
         shall have no liability, and shall not be in breach of this provision,
         if disclosure of such confidential information is made in connection
         with a court proceeding or required bylaw, and the Company shall be
         entitled to request that such representative, underwriter, counsel or
         accountant sign a confidentiality agreement to the foregoing effect.
         Each such person will be required to agree that information obtained by
         it as a result of such inspections shall be deemed confidential and
         shall not be used by it as the basis for any market transactions in the
         securities of the Company unless and until such is made generally
         available to the public through no fault or action of such person. Each
         selling Holder of such Registrable Securities will be required to
         further agree that it will, upon learning that disclosure of
         confidential information is necessary, give notice to the Company to
         allow the Company at its expense to undertake appropriate action to
         prevent disclosure of the confidential information;

              (o) (i) in the case of an Exchange Offer, a reasonable time prior
         to the filing of any Exchange Offer Registration Statement, any
         Prospectus forming a part thereof; any amendment to an Exchange Offer
         Registration Statement or amendment or supplement to a Prospectus,
         provide copies of such document to the Initial Purchasers, and make
         such changes in any such document prior to the filing thereof as the
         Initial Purchasers or their counsel may reasonably request; (ii) in the
         case of a Shelf Registration, a reasonable time prior to filing any
         Shelf Registration Statement, any Prospectus forming a part thereof;
         any amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Securities, to the Initial Purchasers, to
         counsel on behalf of the Holders and to the underwriter or underwriters
         of an underwritten offering of Registrable Securities, if any, and make
         such changes in any such document prior to the filing thereof as
         counsel to the Initial Purchasers, the Holders or any underwriter may
         reasonably request; and (iii) cause the representatives of the Company
         to be available for discussion of such Registration Statement and
         Prospectus as shall be reasonably requested by the Holders of
         Registrable Securities, the Initial Purchasers on behalf of such
         Holders or any underwriter, and shall not at any time make any filing
         of any such document of which such Holders, the Initial Purchasers on
         behalf of such Holders, their counsel or any underwriter shall not have
         previously been advised and furnished a copy or to which such Holders,
         the Initial Purchasers on behalf of such Holders, their counsel or any
         underwriter shall reasonably object within a reasonable time period;

              (p) in the case of a Shelf Registration, use their reasonable best
         efforts to cause the Registrable Securities to be rated with the
         appropriate rating agencies, if so requested by

                                       17

<PAGE>

         the Majority Holders or by the underwriter or underwriters of an
         underwritten offering, unless the Registrable Securities are already so
         rated;

              (q) otherwise use their reasonable best efforts to comply with all
         applicable rules and regulations of the SEC and make available to its
         security holders, as soon as reasonably practicable, an earnings
         statement covering at least twelve months which shall satisfy the
         provisions of Section 11(a) of the Securities Act and Rule 158
         thereunder; and

              (r) cooperate and assist in any filings required to be made with
         the NASD and in the performance of any due diligence investigation by
         any underwriter and its counsel.

         In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company or their counsel such
information regarding such Holder and the proposed distribution by such Holder
of such Registrable Securities, as the Company may from time to time reasonably
request, and agree in writing to be bound by the Agreement, including the
indemnifica tion provisions.

         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Sections 2(d)(i) and
3(e)(ii)-(vii) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of (i) the copies of the supplemented or amended Prospectus contemplated
by Section 3(k) hereof or (ii) written notice from the Company that the Shelf
Registration Statement is once again effective and that no supplement or
amendment is required. If so directed by the Company, such Holder will deliver
to the Company (at the Company's expense) all copies in its possession, other
than permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

         If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Shelf Registration Statement as a result of
the happening of any event or the discovery of any facts, each of the kind
described in Sections 2(d)(i) and 3(e)(vi) hereof; the Company shall be deemed
to have used its reasonable best efforts to keep the Shelf Registration
Statement effective during such period of suspension; provided that (i) such
period of suspension shall not exceed the time periods provided in Section
2(d)(iii) hereof and (ii) the Company shall, if necessary, use its reasonable
best efforts to file and have declared effective (if an amendment) as soon as
practicable an amendment or supplement to the Shelf Registration Statement and
shall extend the period during which the Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions.

                                       18
<PAGE>

         4. Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.

         No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

         5. Indemnification and Contribution.

              (a) The Company agrees to indemnify and hold harmless each Initial
         Purchaser, each Holder, including Participating Broker-Dealers, each
         underwriter who participates in an offering of Registrable Securities,
         their respective affiliates, and their respective directors, officers,
         employees, agents, and each Person, if any, who controls any Initial
         Purchaser or any Holder within the meaning of either Section 15 of the
         Securities Act or Section 20 of the Exchange Act, from and against any
         and all losses, claims, damages and liabilities (including, without
         limitation, any legal or other expenses reasonably incurred by the
         Initial Purchaser, any Holder or any such controlling or affiliated
         Person in connection with defending or investigating any such action or
         claim) caused by any untrue statement or alleged untrue statement of a
         material fact contained in any Registration Statement or any amendment
         thereof; pursuant to which Exchange Securities or Registrable
         Securities were registered under the Securities Act, including all
         documents incorporated therein by reference, or caused by any omission
         or alleged omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or caused by any untrue statement or alleged untrue
         statement of a material fact contained in any Prospectus (as amended or
         supplemented if the Company shall have furnished any amendments or
         supplements thereto), or caused by any omission or alleged omission to
         state therein a material fact necessary to make the statements therein
         in light of the circumstances under which they were made not
         misleading, except insofar as such losses, claims, damages or
         liabilities are caused by any such untrue statement or omission or
         alleged untrue statement or omission based upon information relating to
         any Initial Purchaser or any Holder furnished to the Company in writing
         by such Initial Purchaser or by or relating to any Holder or
         underwriter who participates in an offering of Registrable Securities,
         in each case expressly for use therein; provided, however, that the
         Company shall not be liable to any such Holder, Participating
         Broker-Dealer or controlling person, with respect to any untrue
         statement or alleged untrue statement or omission or alleged omission
         in any preliminary prospectus to the extent that any such loss,
         liability, claim, damage or expense of any Holder, Participating
         Broker-Dealer or controlling person to whom there was not sent or
         given, at or prior to the

                                       19

<PAGE>

         written confirmation of such sale, a copy of the final Prospectus
         as then amended or supplemented, if the Company had previously
         furnished copies thereof to such Holder, Participating Broker-Dealer or
         controlling person and the loss, liability, claim, damage or expense of
         such Holder, Participating Broker-Dealer or controlling person results
         from an untrue statement or omission of a material fact contained in
         the preliminary prospectus that was corrected in the final Prospectus.

              (b) Each Holder agrees, severally and not jointly, to indemnify
         and hold harmless the Company, each Initial Purchaser, each underwriter
         who participates in an offering of Registrable Securities, and the
         other selling Holders, and each of their respective directors and
         officers (including each director and officer of the Company who signed
         the Registration Statement) and each Person, if any, who controls the
         Company, any Initial Purchaser, any underwriter or any other selling
         Holder within the meaning of either Section 15 of the Securities Act or
         Section 20 of the Exchange Act from and against any and all losses,
         claims, damages and liabilities (including, without limitation, any
         legal or other expenses described in the indemnity contained in Section
         5(a), as incurred), but only with reference to information relating to
         such Holder furnished to the Company in writing by such Holder
         expressly for use in any Registration Statement or any amendment
         thereof or any Prospectus or any amendments or supplements thereto.

              (c) In case any proceeding (including any governmental
         investigation) shall be instituted involving any Person in respect of
         which indemnity may be sought pursuant to either paragraph (a) or
         paragraph (b) above, such Person (the "indemnified party") shall
         promptly notify the person against whom such indemnity may be sought
         (the "indemnifying party") in writing (but the failure to so notify the
         indemnifying party will not relieve it from any liability which it may
         have to any indemnified party except to the extent it is materially
         prejudiced or harmed) and the indemnifying party, upon request of the
         indemnified party, shall retain counsel reasonably satisfactory to the
         indemnified party to represent the indemnified party and any others the
         indemnifying party may designate in such proceeding and shall pay the
         fees and disbursements of such counsel related to such proceeding. In
         any such proceeding, any indemnified party shall have the right to
         retain its own counsel, but the fees and expenses of such counsel shall
         be at the expense of such indemnified party unless (i) the indemnifying
         party and the indemnified party shall have mutually agreed to the
         retention of such counsel or (ii) the named parties to any such
         proceeding (including any impleaded parties) include both the
         indemnifying party and the indemnified party and representation of both
         parties by the same counsel would be inappropriate due to actual or
         potential differing interests between them. In the event the
         indemnified parties retain their own counsel and the indemnifying party
         is responsible for the fees and expenses of such counsel as a result of
         clause (i) or (ii) of the previous sentence, then the indemnifying
         party shall not, in respect of the legal expenses of any indemnified
         party in connection with any proceeding or related proceedings in the
         same jurisdiction, be liable for (a) the fees and expenses of more than
         one separate firm (in addition to any local counsel) for the Initial
         Purchasers and all Persons, if any, who control any Initial Purchaser
         within the meaning of

                                       20
<PAGE>

         either Section 15 of the Securities Act or Section 20 of the
         Exchange Act, (b) the fees and expenses of more than one separate firm
         (in addition to any local counsel) for the Company, its respective
         directors, its respective officers who sign the Registration Statement
         and all Persons, if any, who control the Company within the meaning of
         either such Section and (c) the fees and expenses of more than one
         separate firm (in addition to any local counsel) for all Holders and
         all Persons, if any, who control any Holders within the meaning of
         either such Section, and that all such fees and expenses shall be
         reimbursed as they are incurred. In the case of any such separate firm
         for the Initial Purchasers and such control Persons of the Initial
         Purchasers, such firm shall be designated in writing by Salomon Smith
         Barney Inc. In the case of any such separate firm for the Holders and
         such Persons who control Holders, such firm shall be designated in
         writing by the Majority Holders. In all other cases, such firm shall be
         designated in writing by the Company. The indemnifying party shall not
         be liable for any settlement of any proceeding effected without its
         written consent, but if settled with such consent or if there is a
         final judgment for the plaintiff; the indemnifying party agrees to
         indemnify the indemnified party from and against any loss or liability
         by reason of such settlement or judgment. Notwithstanding the foregoing
         sentence, if at any time an indemnified party shall have requested an
         indemnifying party to reimburse the indemnified party for fees and
         expenses of counsel as contemplated by the second and third sentences
         of this paragraph, the indemnifying party agrees that it shall be
         liable for any settlement of any proceeding effected without its
         written consent if (i) such settlement is entered into more than 30
         days after receipt by such indemnifying party of the aforesaid request
         and (ii) such indemnifying party shall not have reimbursed the
         indemnified party in accordance with such request prior to the date of
         such settlement. No indemnifying party shall, without the prior written
         consent of the indemnified party, which consent shall not be
         unreasonably withheld, effect any settlement of any pending or
         threatened proceeding in respect of which any indemnified party is or
         could have been a party and indemnity could have been sought hereunder
         by such indemnified party, unless such settlement (i) includes an
         unconditional release of such indemnified party from all liability on
         claims that are the subject matter of such proceeding and (ii) does not
         include a statement as to an admission of fruit, culpability or failure
         to act by or on behalf of any indemnified party.

              (d) If the indemnification provided for in paragraph (a) or
         paragraph (b) of this Section 5 is unavailable to an indemnified party
         or insufficient in respect of any losses, claims, damages or
         liabilities referred to therein, then each indemnifying party under
         such paragraph, in lieu of indemnifying such indemnified party
         thereunder, shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages or
         liabilities in such proportion as is appropriate to reflect the
         relative fault of the indemnifying party or parties on the one hand and
         of the indemnified party or parties on the other hand in connection
         with the statements or omissions that resulted in such losses, claims,
         damages or liabilities, as well as any other relevant equitable
         considerations. The relative fault of such indemnifying party or
         parties on the one hand and the indemnified party or parties on the
         other hand shall be determined by reference to, among other things,
         whether the untrue or alleged untrue statement of a material fact or
         the omission or alleged omission

                                       21
<PAGE>

         to state a material fact relates to information supplied by such
         indemnifying party or parties or such indemnified party or parties, and
         the parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission. The
         obligations of the Holders of Registrable Securities to contribute
         pursuant to this Section 5 are several in proportion to the respective
         number of Registrable Securities, and not joint.

              (e) The Company, the Initial Purchasers, and each Holder of
         Registrable Securities agree that it would not be just or equitable if
         contribution pursuant to this Section 5 were determined by pro rata
         allocation (even if the Initial Purchasers were treated as one entity
         for such purpose) or by any other method of allocation that does not
         take account of the equitable considerations referred to in paragraph
         (d) above. The amount paid or payable by an indemnified party as a
         result of the losses, claims, damages and liabilities referred to in
         paragraph (d) above shall be deemed to include, subject to the
         limitations set forth above, any legal or other expenses reasonably
         incurred by such indemnified party in connection with investigating or
         defending any such action or claim. Notwithstanding the provisions of
         this Section 5, no Holder shall be required to indemnify or contribute
         any amount in excess of the amount by which the total price at which
         Registrable Securities were sold by such Holder exceeds the amount of
         any damages that such Holder has otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No Person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any Person who was not guilty of such
         fraudulent misrepresentation. For purposes of this Section 5, each
         Person, if any, who controls an Initial Purchaser or Holder within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act shall have the same rights to contribution as such Initial
         Purchaser or Holder, and each director of the Company, each officer of
         the Company who signed the Registration Statement, and each Person, if
         any, who controls the Company within the meaning of Section 15 of the
         Securities Act or Section 20 of the Exchange Act shall have the same
         rights to contribution as the Company. The remedies provided for in
         this Section 5 are not exclusive and shall not limit any rights or
         remedies which may otherwise be available to any indemnified party at
         law or in equity.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of(i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser or any Holder, or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement. Notwithstanding the foregoing, in the event the
Company enters into an underwriting agreement with one or more underwriters who
participate in an offering of Registrable Securities, the indemnification and
contribution provisions, if any, of such agreement shall, as to such
underwriters, supercede the indemnification and contribution provisions of this
Agreement.

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<PAGE>

         6. Miscellaneous.

              (a) Rule 144 and Rule l44A. For so long as the Company is subject
         to the reporting requirements of Section 13 or 15 of the Exchange Act,
         the Company covenants that it will file the reports required to be
         filed by it under Section 13(a) or 15(d) of the Exchange Act and the
         rules and regulations adopted by the SEC thereunder, that if it ceases
         to be so required to file such reports, it will upon the request of any
         Holder of Registrable Securities (i) make publicly available or cause
         to be made publicly available such information as is necessary to
         permit sales pursuant to Rule 144 under the Securities Act, (ii)
         deliver or cause to be delivered such information to a prospective
         purchaser as is necessary to permit sales pursuant to Rule 144A under
         the Securities Act and it will take such further action as any Holder
         of Registrable Securities may reasonably request, and (iii) take such
         further action that is reasonable in the circumstances, in each case,
         to the extent required from time to time to enable such Holder to sell
         its Registrable Securities without registration under the Securities
         Act within the limitation of the exemptions provided by (x) Rule 144
         under the Securities Act, as such Rule may be amended from time to
         time, (y) Rule 144A under the Securities Act, as such Rule may be
         amended from time to time, or (z) any similar rules or regulations
         hereafter adopted by the SEC. Upon the written request of any Holder of
         Registrable Securities, the Company will deliver to such Holder a
         written statement as to whether it has complied with such requirements.

              (b) No Inconsistent Agreements. The Company has not entered into
         nor will the Company on or after the date of this Agreement enter into
         any agreement which is inconsistent with the rights granted to the
         Holders of Registrable Securities in this Agreement or otherwise
         conflicts with the provisions hereof. The rights granted to the Holders
         hereunder do not in any way conflict with and are not inconsistent with
         the rights granted to the holders of the Company's other issued and
         outstanding securities under any such agreements.

              (c) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         material provisions hereof may not be given unless the Company has
         obtained the written consent of the Majority Holders of the outstanding
         Registrable Securities affected by such amendment, modification,
         supplement, waiver or departure.

              (d) Notices. All notices and other communications provided for or
         permitted hereunder shall be made in writing by hand-delivery,
         registered first-class mail, telecopier or any courier guaranteeing
         overnight delivery (i) if to a Holder (other than an Initial
         Purchaser), at the most current address set forth on the records of the
         Registrar under the Indenture, (ii) if to an Initial Purchaser, at the
         most current address given by such Initial Purchaser to the Company by
         means of a notice given in accordance with the provisions of this
         Section 6(d), which address initially is the address set forth in the
         Purchase Agreement; and (iii) if to the Company, initially at its
         respective addresses set forth in the Purchase

                                       23
<PAGE>

         Agreement and thereafter at such other addresses, notice of which
         are given in accordance with the provisions of this Section 6(d).

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

              (e) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors, assigns and transferees
         of each of the parties, including, without limitation and without the
         need for an express assignment, subsequent Holders; provided that
         nothing herein shall be deemed to permit any assignment, transfer or
         other disposition of Registrable Securities in violation of the terms
         hereof or of the Purchase Agreement or the Indenture. If any transferee
         of any Holder shall acquire Registrable Securities, in any manner,
         whether by operation of law or otherwise, such Registrable Securities
         shall be held subject to all of the terms of this Agreement, and by
         taking and holding such Registrable Securities, such Person shall be
         conclusively deemed to have agreed to be bound by and to perform all of
         the terms and provisions of this Agreement, including the restrictions
         on resale set forth in this Agreement and, if applicable, the Purchase
         Agreement, and such Person shall be entitled to receive the benefits
         hereof.

              (f) Third Party Beneficiary. The Holders shall be third party
         beneficiaries to the agreements made hereunder between the Company on
         the one hand, and the Initial Purchasers, on the other hand, and shall
         have the right to enforce such agreements directly to the extent it
         deems such enforcement necessary or advisable to protect its rights or
         the rights of Holders hereunder.

              (g) Counterparts. This Agreement may be executed in any number of
         counterparts and by the parties hereto in separate counterparts, each
         of which when so executed shall be deemed to be an original and all of
         which taken together shall constitute one and the same agreement.

              (h) Headings. The headings in this Agreement are for convenience
         of reference only and shall not limit or otherwise affect the meaning
         hereof.

              (i) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of New York, without
         regard to its conflict of laws provisions.

                                       24
<PAGE>

              (j) Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstance, is held invalid, illegal or unenforce able, the validity,
         legality and enforceability of any such provision in every other
         respect and of the remaining provisions contained herein shall not be
         affected or impaired thereby.

                            [Signatures on next page]

                                       25

<PAGE>

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

                                       INTERNATIONAL FLAVORS &
                                       FRAGRANCES INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written:

SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION SECURITIES


By:   SALOMON SMITH BARNEY INC.

By:
   ------------------------------------
Name:
Title:


For themselves and the other Initial Purchasers

                                       26