exv10w4



 






Exhibit 10.4




Amendment No. 2




To the Sensient Technologies Corporation




Supplemental Executive Retirement Plan B




          WHEREAS, Sensient Technologies Corporation (the “Company”) sponsors the Sensient Technologies
Corporation Supplemental Executive Retirement Plan B (the “Plan”); and




          WHEREAS, the definition of “final compensation” under the Plan includes 50% of the highest
bonus award, if any, paid to the executive (100% if the executive has at any time been the
Company’s chief executive officer, chief operating officer or chief financial officer) under the
Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation
Plan for Elected Corporate Officers on the last five annual bonus payment dates immediately
preceding, as applicable, the date of the executive’s death or retirement, or the date of the
Company’s change of control; and




          WHEREAS, the Company desires to revise the Plan’s definition of “final compensation,”
effective as of December 1, 2005, to include 50% (100% if the executive has at any time been the
Company’s chief executive officer, chief operating officer or chief financial officer) of the
highest bonus award, if any, paid to the executive under the Company’s Management Incentive Plan
for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers
on any one annual bonus payment date coinciding with or following the date on which the executive
attains age 50 and preceding, as applicable, the date of the executive’s death or retirement, or
the date of the Company’s change of control;




          NOW THEREFORE, Section 2.D is amended in its entirety to read as follows effective as of
December 1, 2005;





	 	“D.	 	 “Final Compensation” means the greater of:






	 	1.	 	the Executive’s annual base salary as in
effect, prior to reduction for the Executive’s contributions to this
Plan, as of, as applicable, the date of his death or retirement, or the
date immediately preceding the Company’s change of control, plus 50%
(100% if the Executive has at any time been the Company’s Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer)
of the highest bonus award, if any, paid to the Executive pursuant to,
as applicable, the Sensient Technologies Corporation Management
Incentive Plan for Division Presidents or the Sensient Technologies
Corporation Incentive Compensation Plan for Elected Corporate Officers
on any one annual bonus payment date coinciding with or following the
date on which the Executive attains age 50 and preceding, as
applicable, the date of the Executive’s death or retirement, or the
date of the Company’s change of control;





or














 






	 	2.	 	the Executive’s average annual base salary as
in effect, prior to reduction for the Executive’s contributions to this
Plan, during the 60 highest paid consecutive calendar months of the
last 120 calendar months immediately preceding, as applicable, the date
of his death or retirement, or the date immediately preceding the
Company’s change of control, plus 50% (100% if the Executive has at any
time been the Company’s Chief Executive Officer, Chief Operating
Officer or Chief Financial Officer) of the highest bonus award, if any,
paid to the Executive pursuant to, as applicable, the Sensient
Technologies Corporation Management Incentive Plan for Division
Presidents or the Sensient Technologies Corporation Incentive
Compensation Plan for Elected Corporate Officers on any one annual
bonus payment date coinciding with or following the date on which the
Executive attains age 50 and preceding, as applicable, the date of the
Executive’s death or retirement, or the date of the Company’s change of
control.”





          IN WITNESS WHEREOF, this Amendment is duly executed this                     
 day of                                          2005.




	 	 	 	 	 
	 	 	SENSIENT TECHNOLOGIES CORPORATION
	 
	 	 	 	 
	ATTEST:

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Executive







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