exv10w2



 





Exhibit 10.2




Amendment No. 1




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 Company desires to revise the definition of
“final compensation” to clarify the meaning of the term “highest bonus award” in
such definition;



     NOW THEREFORE, Section 2.D is amended in its entirety to read
as follows effective as of October 14, 2004;




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





	 	(i)	 	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 or her 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 during on the last
five fiscal years of the Companyannual bonus payment dates immediately preceding or coinciding
with, as applicable, the date of the Executive’s death or retirement, or the
date immediately precedingof the Company’s change of control (annualized in
the event the Executive was not employed by the Company for the entire fiscal
year of any such fiscal year or in the event any such fiscal year was a short
fiscal year consisting of less than 12 full months); or





	 	(ii)	 	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 or her 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 during
on the last five annual bonus payment dates fiscal years of the Company
immediately preceding or coinciding with, as applicable, the date of the
Executive’s death or retirement, or the date immediately precedingof the
Company’s change of control  (annualized in the event the Executive was not
employed by the Company for the entire fiscal year of any such fiscal year or
in the event any such fiscal year was a short fiscal year consisting of less
than 12 full months).”




     IN WITNESS WHEREOF, this Amendment is duly executed this 14th
day of October, 2004.

	 	 	 	 	 
	 	



SENSIENT TECHNOLOGIES CORPORATION



 

 	 
	 	By:  	/s/
 	 
	 	 	 	 
	 	 	 	 
	 




 



ATTEST:



/s/







2