SENSIENT TECHNOLOGIES CORP
AMENDMENT NO.4 TO THE TRANSITION RETIREMENT PLAN DATED DECEMBER 26,2002
<DOCUMENT>
<TYPE>EX-10.1(W)(3)
<SEQUENCE>7
<FILENAME>dex101w3.txt
<DESCRIPTION>AMENDMENT NO.4 TO THE TRANSITION RETIREMENT PLAN DATED DECEMBER 26,2002
<TEXT>
<PAGE>


                                                              EXHIBIT 10.1(w)(3)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                  "Section 6.A

                        MINIMUM DISTRIBUTION REQUIREMENTS

                  6.A.1.   General Rules

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

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

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

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

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

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

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

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

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

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

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

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

                                       3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

                                   "Section 10

                        SPECIAL RULES FOR TOP-HEAVY PLANS

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

                                       8

<PAGE>

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

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

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

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<PAGE>

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

                    10.5 Adjustments to Present Value of Accrued Benefits.

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

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

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

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

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<PAGE>

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

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

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

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

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

                                       12

<PAGE>

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

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

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

                                               SENSIENT TECHNOLOGIES CORPORATION



                                               _________________________________

                                       13





</TEXT>
</DOCUMENT>
