Role of Management

Our Compensation Committee relies on management for legal, tax, compliance, finance, human resource recommendations, data and analysis for the design and administration of the Company’s compensation, benefits and perquisite programs for our senior executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultants.

Our CEO, Senior Vice President, Human Resources, Senior Vice President, General Counsel and Secretary and Vice President and Deputy General Counsel generally attend Compensation Committee meetings. Our CEO does not participate in making compensation decisions or setting performance goals for his own compensation. CEO performance and compensation are discussed in executive session, with advice and participation from an independent compensation consultant where and as requested by the Committee. Our CEO and Senior Vice President, Human Resources, actively participate in the performance and compensation discussions for our senior executives, including making recommendations to the Compensation Committee as to the amount and form of c ompensation, without the presence of any other members of senior management. Our CEO and Senior Vice President, Human Resources discuss the appropriate form and amount of non-employee director compensation with the Nominating and Governance Committee for consideration in preparing that Committee’s recommendation to the Compensation Committee.

Nominating & Governance Committee

Our Nominating and Governance Committee monitors Board composition and director qualification requirements, identifies qualified individuals to serve on the Board, recommends to the Board a slate of nominees for election by the shareholders at the annual meeting of shareholders, reviews potential Board candidates, reviews management succession plans and monitors corporate governance issues.

Lead Director

comprehensive duties. The role of our Lead Director includes (i) presiding over meetings of non-employee directors and providing prompt feedback regarding those meetings to the Chairman and CEO, (ii) providing suggestions for Board meeting agendas, with the involvement of our Chairman and CEO and input from other directors, (iii) assuring that the Board and the Chairman and CEO understand each other’s views on all critical matters, (iv) monitoring significant issues occurring between Board meetings and assuring Board involvement when appropriate, (v) serving as a sounding board for our Chairman and CEO and (vi) ensuring, in consultation with our Chairman and CEO, the adequate and timely exchange of information and supporting data between the Comp any’sCompany’s management and the Board.

DuringBoard and Committee Memberships

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which operates under a written charter adopted by the Board. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. In December 2009, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee reviewed and revised its charter. The revised charter of each committee was subsequently approved by the Board. Under the charter of each committee, the committee annually reviews the committee’s own performance. A current copy of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee charters is available through the Investor Relations—Corporate Governance link on the Company’s website,www.iff.com.

The table below provides the current membership for each of our Board committees and identifies our current Lead Director.

Risk Management Oversight

Our Board of Directors oversees the Company’s risk management processes and, pursuant to the charter of the Audit Committee, the Audit Committee is required to discuss with management the Company’s major risk exposures, as well as the guidelines and policies implemented by management to monitor and control such exposures, including the Company’s financial risk assessment and financial risk management policies. The Committee reports to the full Board which considers the Company’s risk profile and its general risk management strategy. The Board and the Audit Committee focus on the most significant risks facing the Company, including operational risk, financial risk, credit risk and liquidity risk, as well as the Company’s general risk management strategy, and also seek to ensure that risks undertaken by the Company are consistent with the Board’s approach to risk. While the Board oversees the Company’s risk management, Company management is primarily responsible for day-to-day risk management processes and reports to either the full Board or the Audit Committee, as requested by the Board, regarding these processes. We believe this division of 2006,responsibility is the most effective approach for addressing the Company’s risk management.

For a discussion of our Compensation Committee’s role in risk management oversight in connection with our compensation structure for our executive and non-executive employees see below under the heading Assessment of Incentive Risk.

Audit Committee

Our Audit Committee oversees and reviews the Company’s financial reporting process and the integrity of the Company’s financial statements and related financial information, the Company’s internal control environment, systems and performance, the audit process of the Company’s independent accountant and the qualifications, independence and performance of the independent accountant, the process and performance of the Company’s internal audit function, the Company’s risk management processes and the procedures for monitoring compliance with laws and regulations and with the Company’s Code of Business Conduct and Ethics.

Our Board has determined that each of Mr. Howell, Ms. Hudson and Mr. Martinez servedis an “audit committee financial expert” under applicable rules of the SEC and has accounting or related financial management expertise as Lead Director. From May 9, 2006required by applicable NYSE rules. The Board has also determined that all members of the Audit Committee meet the financial literacy standards of the NYSE. None of our Audit Committee members currently serves on the audit committee of more than three public companies. The Audit Committee has established, together with members of the Company’s management, a hiring policy for employees or former employees of the Company’s independent accountant, consistent with the requirements of the NYSE. Under procedures adopted by the Audit Committee, the Audit Committee also reviews and pre-approves all audit and non-audit services performed by the Company’s independent accountant.

Compensation Committee

Our Compensation Committee is responsible for establishing executive officer compensation, for making recommendations to June 30, 2006, when Mr. Amen was appointed Chairmanthe full Board concerning chief executive officer and CEO, Mr. Martinez serveddirector compensation and for overseeing the compensation and benefit programs for other employees.

Processes and Procedures Regarding Compensation

Role of the Compensation Committee

Under our Compensation Committee’s charter, the Compensation Committee is responsible for assisting the Board in ensuring that long term and short term compensation provide performance incentives to management, and that compensation plans are appropriate and competitive and reflect the goals and performance of management and the Company. As discussed in more detail under the heading Compensation Discussion & Analysis, the Compensation Committee considers, as Interim Chairmanappropriate and CEO. During that time, Mr. Howell served as Interim Lead Director. In 2006, Mr. Martinez, both while serving as Lead Directorcontemplated by Company policies,

plans and while serving as Interim Chairmanprograms, Company-wide performance against applicable annual and CEO, chairedlong term performance goals pre-established by the Compensation Committee. If the Compensation Committee deems it appropriate, it may delegate any of its responsibilities to one or more Compensation Committee members or subcommittees.

The Compensation Committee works with the Board, other Board committees and the Company’s senior management and meets regularly in executive session, without Company management present. The Compensation Committee establishes an ad hoc committeeannual schedule for matters to be considered by it, including approving our senior executives’ performance objectives and taking compensation actions. The Compensation Committee makes recommendations to the Board concerning the compensation and benefits of non-employee directors, after reviewing and considering recommendations from management and/or its independent compensation consultant, and makes recommendations to the independent directors of the Board regarding the chief executive officer’s compensation. The Compensation Committee also reviews and adopts, and where necessary or appropriate, recommends for Board and/or shareholder approval, our compensation and benefits policies, plans and programs and amendments thereto, taking into account economic and business conditions, and comparative/competitive compensation and benefit performance levels. Eligible employees and the type, amount and timing of compensation and benefits under our compensation and benefits policies, plans and programs are also determined by the Compensation Committee. In fulfilling its responsibilities, the Compensation Committee conducts or authorizes studies and surveys on compensation practices in relevant industries to maintain the Company’s competitiveness and ability to recruit and to retain highly qualified personnel. At least every two years, with the assistance of an experienced independent compensation consultant, the Compensation Committee conducts a survey of comparative/competitive executive officer compensation. The Compensation Committee is authorized to retain compensation consultants or advisors to assist it in evaluating CEO, senior executive and outside director compensation. The Compensation Committee has the sole authority to retain and to terminate any such consultants or advisors, including the sole authority to approve their fees and other retention terms. The Compensation Committee’s independent compensation consultant for 2009 was W.T. Haigh & Company.

Assessment of Incentive Risk

In the fourth quarter of 2009, the Committee, working with its independent compensation consultant, conducted a risk assessment of the Company’s executive compensation programs. The goal of this assessment was to determine whether the general structure of the Company’s executive compensation policies and programs, annual and long term performance goals and/or the administration of the programs posed any material risks to the Company. In addition, the Committee later reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Committee shared the results of this review with our full Board of Directors as part of the Committee’s report to the Board. For 2010 compensation policies, programs and annual and long term performance goals, the Committee intends to follow this same approach.

The Committee determined that the performance goals and incentive plan structures established in 2009 would not result in excessive risk that inappropriate business decisions or strategies would be made or implemented by our senior executives and/or employees generally. The approved goals under our Annual Incentive Plan (“AIP”) and Long Term Incentive Plan (“LTIP”) (and similar programs established for non-executive employees) are entirely consistent with our financial plans and strategies and operating model reviewed with our Board, which monitors operational and financial performance and material business decisions and initiatives throughout the year. In addition, incentive awards have generally been made based on a review of achievement against a scorecard of financial and non-financial metrics, which lessens the risk associated with relying on any single financial metric. We believe these factors encourage our executive officers to manage the Company in a prudent manner.

Role of Compensation Consultants

As discussed in more detail in this Proxy Statement under the heading Compensation Discussion & Analysis—Role of Outside Advisors and Management, the Compensation Committee directly engaged W.T. Haigh & Company as its independent expert compensation consultant to conduct a “benchmarking” survey

in 2009. The Compensation Committee also directly engaged W.T. Haigh & Company for recommendations on executive and non-employee director compensation in 2009. Our CEO and our Senior Vice President, Human Resources work with the Compensation Committee and the Committee’s independent compensation consultant. W.T. Haigh & Company does not provide any non-executive compensation related services to the Company. Management also retains its own outside compensation consultants. In 2009, management retained Steven Hall & Partners for advisory services in connection with executive compensation plans, including the searchCompany’s post-employment benefits, and Buck Consultants for actuarial work, plan structure and similar services for the Company’s retirement plans.

Role of Management

Our Compensation Committee relies on management for legal, tax, compliance, finance, and human resource recommendations, data and analysis for the design and administration of the Company’s compensation, benefits and perquisite programs for our senior executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultant.

Our CEO and Senior Vice President, Human Resources, generally attend Compensation Committee meetings. Our CEO does not participate in making decisions for his own compensation. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Company’s independent compensation consultant where and as requested by the Committee. Our CEO and Senior Vice President, Human Resources, without the presence of any other members of senior management, actively participate in the performance and compensation discussions for our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation.

Nominating and Governance Committee

Our Nominating and Governance Committee monitors Board composition and director qualification requirements, identifies qualified individuals to serve on the Board, recommends to the Board a CEO.slate of nominees for election by the shareholders at the annual meeting of shareholders, reviews potential Board candidates, reviews management succession plans and monitors corporate governance issues. In addition, this Committee has developed a process for conducting an annual evaluation of the effectiveness of the Board as a whole, as well as for reviewing the contributions of individual directors.

Independence of Directors and Committee Members and Related Person Matters

The Board has affirmatively determined that each of Mmes. Adamecurrent director and Herzan, Dr. Blobel and Messrs. Cook, Georgescu, Howell, Martinez and Tanskynominee for director, other than Mr. Tough, has no material relationship with the Company affecting his or her independence as a director, and that each is ‘‘independent’’“independent” within the meaning of the Board’s independence standards, which are the same categorical independence standards as established by the New York Stock Exchange (‘‘NYSE’’) in Section 303A.02 of the NYSE Listed Company Manual. In making each of these independence determinations, the Board considered and broadly assessed, from the standpoint of materiality and independence, all of the information provided by each di rectordirector or nominee in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company. No significantOur review of the information provided in response to these inquiries indicated that none of our independent directors engaged in any transactions, relationships or transactions were disclosed in connection witharrangements that might affect the currentdetermination of their independence

consideration and determinations. or which would require Board review. The Board has also determined that each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is independent under these independence standards and, with respect to each member of the Audit Committee, is also independent under the independence criteria required by the SEC for audit committee members and, with

respect to each member of the Compensation Committee, is an ‘‘outside director’’“outside director” pursuant to the criteria established by the Internal Revenue Service and is a ‘‘non-employee director’’“non-employee director” pursuant to criteria established by the SEC.

The Board has also determined the absence of any ‘‘related person transaction’’ since the beginning of 2006 involving any director, director nominee or executive officer of the Company, any known 5% shareholder of the Company or any immediate family member of any of the foregoing persons (together ‘‘related persons’’). A ‘‘related person transaction’’ generally means a transaction involving more than $120,000 in which the Company is a participant and in which a related person has a direct or indirect material interest under SEC rules.

In January 2007, the Board of Directors adopted a written policy for the review and the approval or ratification of any related person transaction. This policy is available through the Investor RelationsRelations—Corporate Governance link on the Company’s website,www.iff.com. The policy defines ‘‘related person’’“related person” and ‘‘related“related person transaction’’transaction” in a detailed manner. Under the policy, a related person transaction requires the approval or ratification of the Nominating and Governance Committee. The Audit Committee will be consulted if accounting issues are involved in the transaction. Under the policy, a related person transaction will only be approved or ratified only if the Nominating and Governance Committee determines that it is being entered into in good faith and on fair and reasonable terms which are in the interest of the Company and its shareholders. No related person is to participate in the review of a transaction in which he or she may have an interest. In addition, except for non-discretionary contributions made pursuant to the Company’s matching contributions program, a charitable contribution by the Company to an organization in which a related person is known to be an officer, director or trustee will be subject to approval or ratification under the policy by the Nominating and Governance Committee. No transactions

There were required to have been reviewedno “related person transactions” since the beginning of 2009 involving any director, director nominee or executive officer of the Company, any known 5% shareholder of the Company or any immediate family member of any of the foregoing persons (together “related persons”). A “related person transaction” generally means a transaction involving more than $120,000 in which the Company is a participant and consideredin which a related person has a direct or indirect material interest under this policy since its adoption.SEC rules.

Board and Committee Meetings

Our Board of Directors held eightten meetings during 2006.2009. The Audit Committee held eightsix meetings, the Compensation Committee held nine meetings and the Nominating and Governance Committee held fivethree meetings during 2006.2009. Each of our directors attended at least 75% of the total meetings of the Board and Committees on which he or she served during 2006.2009. All of our directors who were serving on the day of last year’s Annual Meeting attended that meeting. Under our Corporate Governance Guidelines, unless there are mitigating circumstances, such as medical, family or business emergencies, Board members should endeavor to participate (either in person or by telephone) in all Board meetings and all Committee meetings of which the dir ectordirector is a member and to attend the Company’s annual meeting of shareholders. The non-management directors of the Company, all of whom are currently independent, meet in executive session, without the presence of any corporate officer or member of management, in conjunction with regular meetings of the Board. During 2006,2009, the non-management directors met in executive session as part of every Board meeting.

Shareholder Communications

Shareholders and other parties interested in communicating directly with the Lead Director, with the non-management directors as a group or with all directors as a group, may do so by writing to the Lead Director or the Non-Management Directors or the Board of Directors, in each case, c/o Secretary, International Flavors & Fragrances Inc., 521 West 57th57^th Street, New York, New York 10019. The Nominating and Governance Committee has approved a process for handling letters received by the Company and addressed to the Lead Director, the non-management members of the Board or the entire Board. Under that process, the Secretary of the Company forwards to the Lead Director all correspondence received, without opening or screening.

Director Candidates

Our Nominating and Governance Committee has established a policy regarding the consideration of director candidates, including candidates recommended by shareholders. The Nominating and Governance Committee, together with other Board members, will from time to time as appropriate identify the need for new Board

members. Proposed director candidates who would satisfy the criteria described below and who otherwise qualify for membership on the Board are identified by the Nominating and Governance Committee. In identifying candidates, the Nominating and Governance Committee seeks input and participation from other Board members and other appropriate sources so that all points of view can be considered and so that the best possible candi datescandidates can be identified. The Nominating and Governance Committee may also engage a search firm to assist it in identifying potential candidates.

Members of the Nominating and Governance Committee and other Board members, as appropriate, will interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board.

Under the Company’s policy regarding director candidates, if a shareholder wishes to submit a director candidate for consideration by the Nominating and Governance Committee, the shareholder must submit that recommendation to the Nominating and Governance Committee, c/o the Secretary of the Company, in writing, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting. The request must be accompanied by the same information concerning the director candidate and nominating shareholder as described in Article I, Section 3(a) of the Company’s By-laws for shareholder nominations for director to be presented at an annual shareholders meeting. The Nominating and Governance Comm itteeCommittee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate.

Board candidates are considered based on various criteria which may change over time and as the composition of the Board changes. At a minimum, our Nominating and Governance Committee considers the following factors as part of its review of all director candidates and in recommending potential director candidates to the Board:

	•	Judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business;

	•	Diversity of viewpoints, backgrounds, experiences and other demographics;

	•	Business or other relevant experience; and

	•	The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company and to the requirements and standards of the NYSE and the SEC.

Judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business;

Diversity of viewpoints, backgrounds, experiences and other demographics;

Business or other relevant experience; and

The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company and to the requirements and standards of the NYSE and the SEC.

To ensure independence and to provide the breadth of needed expertise and diversity of our Board, our Corporate Governance Guidelines require our Board to be comprised of between seven and thirteen members. The Board periodically reviews its size and makes appropriate adjustments. While the Nominating and Governance Committee has not adopted a formal diversity policy with regard to the selection of director nominees, diversity is one of the factors that the Committee considers in identifying director nominees. As part of this process, the Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in substantive matters pertaining to the Company’s business. The Committee also annually reviews each current board member’s suitability for continued service as a director of the Company. In addition, in the event that a current director has a significant change in status, including changes that may impact the diversity of the Board, such as changes in employment or skill set, the director is required to report that change to the Board so that the Nominating and Governance Committee can review the change and make a recommendation to the full Board regarding the continued appropriateness of that director’s Board membership.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the ‘‘Code’’“Code”) that applies to our chief executive officer, principal financial officer, principal accounting officer and to all other Company directors, officers and

employees. A copy of the Code is available through the Investor RelationsRelations—Corporate Governance link on our website, www.iff.com. The Code is also available in print to any shareholder who requests it.www.iff.com. Only the Board of Directors or the Audit Committee of the Board may grant a waiver from any provision of the Code in favor of a director or executive officer, and any such waiver will be publicly disclosed. The Company will disclose substantive amendments to and any waivers from the Code granted to the Comp any’sCompany’s chief executive officer, principal financial officer or principal accounting officer, as well as any other executive officer or director, on the Company’s website,www.iff.com.

DIRECTORS’ COMPENSATION

During 2006, compensation toAnnual Director Cash and Equity Compensation

Each non-employee director receives an annual retainer of $175,000. Of this amount, $75,000 is paid in cash in November of each year, and $100,000 is paid in Restricted Stock Units (“RSUs”) issued under our non-employee directors consistedshareholder-approved stock award and incentive plan. The RSUs are granted on the date of each annual meeting of shareholders, cliff vest on the third anniversary of the following elements, which were approved by our Board withgrant date and are subject to accelerated vesting upon a change in control. The number of RSUs issued is based on the assistanceclosing market price of independent compensation consultants:

Annual Cash Compensation

	•	Each non-employee director receives an annual cash retainer of $50,000.

	•	The Chairperson of the Audit Committee receives an annual cash retainer of $15,000. The Chairpersons of the Compensation Committee and Nominating and Governance Committeethe Company’s common stock on the grant date. Once the RSUs vest, each receive an annual cash retainer of $7,500.

	•	Each non-employee director receives a cash fee of $2,000 for each meeting of the Board attended. Each member of the Audit Committee receives a cash fee of $1,500 for each meeting of the Audit Committee attended. Members of the Compensation Committee and Nominating and Governance Committee each receive a cash fee of $1,500 for each meeting of the respective Committee attended.

	•	Effective as of May 9, 2006, the Lead Director receives an additional annual cash fee of $25,000. Previously this fee was $7,500.

Annual Equity Compensation

	•	In October of each year, each non-employee director receives an annual grant of 1,000 shares of our Common Stock from a pool of shares our Board authorized in September 2000. Each non-employee director is required to defer his or her annual stock grant until he or she ceases to serve as a director.

	•	On the date of each annual meeting of shareholders, each non-employee director receives an annual grant of 750 Restricted Stock Units (RSUs) under our 2000 Stock Award and Incentive Plan. These RSUs vest on the third anniversary of the date of grant, except that (a) if a non-employee director terminates service due to death or disability, vesting of RSUs will be accelerated and (b) the RSUs continue to vest if the director retires from service after age 62.

Participation in Company Deferred Compensation Plan

	•	Non-employee Directors are eligible to participate in our Deferred Compensation Plan (DCP). A non-employee Director may defer all or a portion of his or her cash compensation, as well as any RSUs, subject to any changes necessitated by recent changes in the tax law. Earnings on any deferrals into the interest bearing account of the DCP were not above market and thus are not included in the Director Compensation Table below. Additional details regarding our DCP are located in this Proxy Statement under the heading Non-Qualified Deferred Compensation at page 67. Non-employee directors are not entitled to matching contributions or the 25% premium on deferrals into our common stock fund described in that section.

Other Benefits

	•	We reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and Committee meetings and our shareholder meetings.

	•	Each current and former director, including former employee directors, who began service as a director before May 14, 2003 is eligible to participate in our Director Charitable Contribution Program (DCCP). Under the DCCP, directors are paired together and the Company purchases $2,000,000 joint life insurance policies on the lives of each paired set of participating directors. The Company is the owner and sole beneficiary of the policies. After a covered director dies, the Company will donate $500,000 to one or more qualifying charitable organizations designated by the deceased director, and The IFF Foundation will donate an additional $500,000 in charitable contributions. Assuming no changes to current Federal tax laws relating to charitable contributions, and if certain other assumptions are met, the Company expects to be reim bursed for all of the premium costs paid by the Company and the after-tax cost of the Company’s anticipated charitable contributions pursuant to this program. Although individual directors

		derive no financial benefit from the DCCP since all tax deductions relating to the contributions accrue solely to the Company, the premiums the Company paid under this program are included in the All Other Compensation column of the 2006 Director Compensation Table at page 18. Directors first elected on or after May 14, 2003 do not participate in the DCCP.

	•	All current directors, including those who participate in our DCCP, are eligible to participate in our Matching Gift Program. Under this Program, The IFF Foundation matches, on a dollar for dollar basis, contributions to qualifying charitable organizations up to a maximum of $10,000 per year.

At its meeting held on March 6, 2007, our Board, with the assistance of independent compensation consultants, approved changes in the compensation to be paid to our non-employee directors, effective as of the date of our 2007 Annual Meeting, as follows:

•	Non-employee directors will no longer receive cash fees for each Board or Committee meeting attended.

•	Non-employee directors will no longer receive the annual grant of 1,000 shares of our Common Stock or the annual grant of 750 RSUs that they currently receive.

•

Each non-employee director will receive an annual cash retainer of $175,000. Of this amount, $75,000 will be paid in cash in November of each year, which represents an increase from the $50,000 cash retainer each currently receives, and $100,000 will be paid in RSUs issued under our 2000 Stock Award and Incentive Plan. The RSUs will be granted on the date of each annual meeting of shareholders and will cliff vest on the third anniversary of the grant date. The number of RSUs to be issued will be based on the closing market price of the Company’s common stock on the grant date. Once the RSUs vest, each non-employee director will be required to defer all of the vested RSUs under our Deferred Compensation Plan until he or she separates from service on our Board of Directors. Given that RSUs will be deferred until each director ’s separation from service and each director’s stock ownership will increase during his or her term of service, the minimum share ownership requirements that currently apply to directors will be eliminated.

•	The Chairperson of the Audit Committee will continue to receive an annual cash retainer of $15,000. The Chairpersons of the Compensation Committee and Nominating and Governance Committee will each receive an annual cash retainer of $10,000, an increase from the $7,500 each currently receives.

•	The Lead Director will receive an annual cash fee of $15,000, a decrease from the $25,000 he currently receives.

•	Non-employee directors will continue to be eligible to participate in our Deferred Compensation Plan.

The purpose of the changes is to simplify the structure of compensation for non-employee directors and to increase the longer term stock ownership by the non-employee directors. Directors who are employees of the Company do not receive any additional compensation for their service as a director.

Share Ownership Guidelines

The Board has established minimum ownership requirements for all non-employee directors with respect to the Company’s common stock. Each director is currently required to own shares whose market value equals seven times the director’s annual retainer, which the director must acquire during his or her first five years of Board tenure (or within five years after the requirements were established or the director’s annual retainer is revised). The 1,000 share annual stock grant is credited toward this obligation. The minimum share ownership requirements that currently apply to directors will be eliminated effective as of the 2007 Annual Meeting since each non-employee director will then be required to hold vested RSU s until he or she separates from service on the Company’sour Board of Directors. Given that RSUs will be deferred until each director’s separation from service and each director’s stock ownership will increase during his or her term of service, the minimum share ownership requirements that formerly applied to directors were eliminated. Any director who is an employee of the Company does not receive any additional compensation for his or her service as a director.

Annual Committee Chair and Lead Director Compensation

The Chairperson of the Audit Committee receives an annual cash retainer of $15,000. The Chairperson of each of the Compensation Committee and Nominating and Governance Committee each receives an annual cash retainer of $10,000. The Lead Director receives an annual cash fee of $15,000.

Participation in the Company’s Deferred Compensation Plan

In addition, non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). In addition to mandatory deferral of vested RSUs granted in or after 2008, a non-employee director may defer all or a portion of his or her cash compensation, as well as any RSUs granted prior to 2008, subject to tax law requirements. Additional details regarding our DCP are located in this Proxy Statement under the heading Non-Qualified Deferred Compensation. Non-employee directors are not entitled to matching contributions or the 25% premium on deferrals into our common stock fund described in that section. Earnings on any deferrals into the interest bearing account of the DCP were not above market and thus are not included in the Director Compensation Table below.

Other

We also reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and Committee meetings, our shareholder meetings and other Company-related activities.

In addition, each current and former director, including any former employee directors, who began service as a director before May 14, 2003 is eligible to participate in our Director Charitable Contribution Program (“DCCP”). Under the DCCP, directors are paired together and the Company purchased joint life insurance policies on the lives of each paired set of participating directors. The Company is the owner and sole beneficiary of the policies and is responsible for payment of any premiums. In 2009, however, the insurance policies were restructured so that no further premiums are required. Assuming no changes to the current Federal tax laws relating to charitable contributions, and if certain other assumptions are met, the Company expects to recover all of the premium costs that have been paid by the Company and the after-tax cost of the Company’s anticipated charitable contributions pursuant to this program. After a covered director dies, the Company will donate $500,000 to one or more qualifying charitable organizations previously designated by the deceased director.

Directors first elected on or after May 14, 2003 do not participate in the DCCP. However, all current directors, including those who participate in our DCCP, are eligible to participate in our Matching Gift Program. Under this Program, it is The IFF Foundation’s intent to match, on a dollar for dollar basis, contributions to qualifying charitable organizations up to a maximum of $10,000 per year.

The following table details the compensation paid to or earned by our non-employee directors for the year ended December 31, 2006.2009.

20062009 DIRECTORIRECTORS’ COMPENSATION

Name(1)			Fees Earned or Paid in Cash ($)(2)						Stock Awards ($)(3)(4)						Option Awards ($)(3)(5)						All Other Compensation ($)(6)						Total ($)
(a)			(b)						(c)						(d)						(g)						(h)
Margaret Hayes Adame				$	85,500					$	75,943					$	17,031					$	9,026					$	187,500
Gunter Blobel				$	64,000					$	75,943					$	17,031					$	78,190					$	235,164
J. Michael Cook				$	100,500					$	75,943					$	17,031					$	54,646					$	248,120
Peter A. Georgescu				$	94,500					$	75,943					$	17,031					$	16,701					$	204,175
Alexandra A. Herzan				$	81,000					$	54,762					$	17,031					$	6,000					$	158,793
Henry W. Howell, Jr. (7)				$	88,181					$	75,943					$	0					$	10,000					$	174,124
Burton M. Tansky				$	84,000					$	75,943					$	14,095					$	0					$	174,038

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)(3)			Option Awards ($)(2)(4)			All Other Compensation ($)				Total ($)
(a)		(b)				(c)			(d)			(g)				(h)
Margaret Hayes Adame		$	75,009			$	90,802		$	0		$	5,000	(5)		$	170,811
Gunter Blobel(6)		$	0			$	0		$	0		$	10,000	(5)		$	10,000
Marcello Bottoli		$	75,009			$	90,802		$	0		$	0			$	165,811
Linda B. Buck		$	75,009			$	90,802		$	0		$	0			$	165,811
J. Michael Cook		$	85,009			$	90,802		$	0		$	15,000	(5)		$	190,811
Peter A. Georgescu		$	85,009			$	90,802		$	0		$	10,000	(5)		$	185,811
Alexandra A. Herzan		$	75,009			$	90,802		$	0		$	0			$	165,811
Henry W. Howell, Jr.		$	90,009			$	90,802		$	0		$	10,000	(5)		$	190,811
Katherine M. Hudson		$	75,012			$	90,802		$	0		$	0			$	165,814
Arthur C. Martinez		$	90,009			$	90,802		$	0		$	10,000	(5)		$	190,811
Burton M. Tansky		$	75,009			$	90,802		$	0		$	0			$	165,811
Douglas D. Tough		$	50,971	(7)		$	90,802		$	0		$	20,000	(8)		$	161,773

(1)

(1)	Compensation paid to our director Arthur C. Martinez, for his service as a non-employee director of the Company during 2006, and as our Interim Chairman and CEO from May 9, 2006 until June 30, 2006, is included in the Summary Compensation Table at page 51 and is not included in this table.

(2)	The amounts in this column include the following amounts deferred in 20062009 under our Deferred Compensation Plan: Mr. Cook—$85,000, Mr. Georgescu—$94,500;85,000, Mr. Howell—$88,181.90,000. Earnings in our DCP were not above-market or preferential and thus are not reported in this table.

(2)

(3)

The amounts in the Stock Awards and Option Awards columns represent the dollar amount recognized for financial statement reporting purposes foraggregate grant date fair value of equity awards granted during the fiscal year ended December 31, 2006,2009, computed in accordance with FAS 123(R) and thus may include amounts from awards granted in and prior to 2006. Although the number of RSU or option awards granted is the same for each serving director each year, the amounts in these columns may differ due to FAS 123(R) expense requirements. For example, as Mrs. Herzan has not reached retirement age, the amount included in the Stock Awards column is less for her than the amount included for other directors.FASB ASC Topic 718. Details on and assumptions used in calculating the costgrant date fair value of RSUs and options may be found in Note 1211 to the Company’s audited financial statements for the year ended De cemberDecember 31, 20062009 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2007.25, 2010.

(3)

(4)

Each director (other than Dr. Blobel) received a grant on May 9, 2006April 28, 2009 of 7503,115 RSUs under our 2000 Stock Award and Incentive Plan with a grant date fair value of $27,000 per grant and a grant on October 2, 2006 of 1,000 shares of common stock that are required to be deferred, with a grant date fair value of $39,650 per grant, each computed in accordance with FAS 123(R).Plan. None of our Directors forfeited any RSUs or shares of deferred stock during 2006.2009.

		On December 31, 2006,2009, our directors held the following number of RSUs and shares of deferred common stock (includingstock: Mrs. Adame: 7,416 RSUs and 7,972 deferred shares, Dr. Blobel: 4,301 RSUs and 0 deferred shares, Mr. Bottoli: 6,999 RSUs and 0 deferred shares, Dr. Buck: 6,999 RSUs and 0 deferred shares, Mr. Cook: 7,416 RSUs and 9,214 deferred shares, Mr. Georgescu: 7,416 RSUs and 23,014 deferred shares, Mrs. Herzan: 7,416 RSUs and 4,419 deferred shares, Mr. Howell: 7,416 RSUs and 14,224 deferred shares, Ms. Hudson: 4,582 RSUs and 0 deferred shares, Mr. Martinez: 7,416 RSUs and 19,715 deferred shares, Mr. Tansky: 7,416 RSUs and 6,570 deferred shares, Mr. Tough: 4,582 RSUs and 0 deferred shares.

The deferred shares, which are held under the DCP, result from deferral of vested equity grants, voluntary deferral of retainer fees or the crediting of additional share units credited as a result of reinvestment of dividend equivalents): Mrs. Adame: 1,500 RSUsequivalents, and 7,435 deferredwill be settled by delivery of common stock shares, Dr. Blobel: 1,500 RSUs and 4,121 deferred stock shares, Mr. Cook: 1,500 RSUs and 7,153 deferred stock shares, Mr. Georgescu: 1,500 RSUs and 13,691 deferred stock shares, Mrs. Herzan: 1,500 RSUs and 4,121 deferred stock shares, Mr. Howell: 1,500 RSUs and 6,178 deferred stock shares, Mr. Tansky: 1,500 RSUs and 6,127

		deferred stock shares. The numberupon the director’s separation from service on the Board of RSUs Mr. Martinez held on December 31, 2006 is set forth in the Outstanding Equity Awards at Fiscal Year-End table at page 61; he also held 7,153 deferred stock shares on that date.Directors. All of the deferred stock shares are included for each director in the Beneficial Ownership Table at page 20.Table.

(4)
(5)	We did not grant any options to our directors in 2009. During 2006,2009, 3,000 options granted toheld by Mrs. Adame expired. Thereand 3,000 options held by Mr. Georgescu expired unexercised. No other options held by any other director expired or were no other forfeitures of options by our directorsforfeited during 2006. 2009.

On December 31, 2006,2009, our directors held the following number of outstanding options: Mrs. Adame: 24,00015,000 options, Dr. Blobel: 6,000 options, Mr. Bottoli: 0 options, Dr. Buck: 0 options, Mr. Cook: 12,000

options, Mr. Georgescu: 18,00012,000 options, Mrs. Herzan: 6,000 options, Mr. Howell: 0 options, andMs. Hudson: 0 options, Mr. Martinez: 12,000 options, Mr. Tansky: 3,000 options. The number of options and Mr. Martinez held on December 31, 2006 is set forth in the Outstanding Equity Awards at Fiscal Year-End table at page 61. We did not grant any options to our directors in 2006.Tough: 0 options.

(5)

(6)

Under the Company’s Director Charitable Contribution Program, This amount represents a matching charitable contribution paid by the Company paid the following amount in premiums, which are included in this column: $9,026 for Mrs. Adame, $78,190 for Dr. Blobel, $49,646 for Mr. Cook and $16,701 for Mr. Georgescu. These amounts represent the proportionate amount assigned for each director’s paired life insurance policy under the DCCP, which may differ for each director based on insurance underwriting factors. The amount the Company paid under the Director Charitable Contribution Program for Richard A. Goldstein, our former Chairman and CEO, is reflected in the All Other Compensation column of the Summary Compensation Table at page 51. Additional details regarding this program may be found in this Proxy Statement under ‘‘Directors Com pensation—Other Benefits’’ at page 16.

		In addition during 2006, the Company made matching charitable contributions2009 under the Company’s Matching Gift Program for director charitable contributions in the following amounts, which are also included in this column: Mr. Cook—$5,000, Mrs. Herzan—$6,000 and Mr. Howell—$10,000.contributions.

(6)
(7)	Mr. Howell served Dr. Blobel retired as our Lead Director and the Chairmana member of our NominatingBoard of Directors effective as of our 2009 Annual Meeting date.

(7)

As the date for Mr. Tough’s commencement of employment as CEO was unknown, the amount of the annual retainer paid to him during 2009 was prorated from the date of the 2009 Annual Meeting until December 31, 2009. In 2010 his retainer will be adjusted to reflect his service as a non-employee director from January 1, 2010 until March 1, 2010, the date he assumed the CEO position.

(8)	This amount represents reimbursement of legal fees pursuant to Mr. Tough’s letter agreement entered into in connection with his appointment to the position of Chairman and Governance Committee from May 9, 2006 until June 30, 2006.CEO.

SECURITIES OWNERSHIP OF MANAGEMENT, DIRECTORS

AND CERTAIN OTHER PERSONS

Beneficial Ownership Table

Directors and Executive Officers

The following table providessets forth certain information regarding the beneficial ownership of our common stockthe Company’s Common Stock as of February 19, 200717, 2010, by (i) each director and nominee for director, (ii) the persons named in the Summary Compensation Table in this proxy statement and (iii) by all directors and executive officers as a group.

			Shares of Common Stock Beneficially Owned (1)						Rights to Acquire Beneficial Ownership of Shares of Common Stock (2)						Percent of Class
Margaret Hayes Adame					10,435						23,000							(3)
Robert M. Amen					35,517						0							(3)
Günter Blobel					12,871						5,000							(3)
J. Michael Cook					9,153						11,000							(3)
James H. Dunsdon					62,854						7,000							(3)
Peter A. Georgescu					21,321						17,000							(3)
Richard A. Goldstein					201,626	(4)					140,000							(3)
Alexandra A. Herzan					809,942	(5)					5,000							(3)
Henry W. Howell, Jr.					7,308						0							(3)
Arthur C. Martinez					10,153						11,000							(3)
Dennis M. Meany					25,007						19,000							(3)
Nicolas Mirzayantz					25,808						74,500							(3)
Burton M. Tansky					6,127						2,000							(3)
Douglas J. Wetmore					70,959						20,000							(3)
All Directors and Executive Officers as a Group (18 persons)					1,351,927						479,167						2.03	%

		Shares of Common Stock Beneficially Owned (1)			Rights to Acquire Beneficial Ownership of Shares of Common Stock (2)		Percent of Class
Margaret Hayes Adame		12,472			0		(3	)
Kevin C. Berryman		7,074			0		(3	)
Marcello Bottoli		0			0		(3	)
Linda B. Buck		0			0		(3	)
Angelica T. Cantlon		10,061			0		(3	)
J. Michael Cook		11,214			0		(3	)
Roger W. Ferguson, Jr.		0			0		(3	)
Beth E. Ford		25,785			0		(3	)
Peter A. Georgescu		33,514			0		(3	)
Alexandra A. Herzan		811,740	(4)		0		1.02	%
Henry W. Howell, Jr.		15,224			0		(3	)
Katherine M. Hudson		0			0		(3	)
Arthur C. Martinez		23,465			0		(3	)
Dennis M. Meany		84,976			0		(3	)
Nicolas Mirzayantz		78,961			25,000		(3	)
Richard A. O'Leary		8,848			0		(3	)
Burton M. Tansky		8,070			0		(3	)
Douglas D. Tough		0			0		(3	)
Hernan Vaisman		54,676			0		(3	)
Robert M. Amen(5)		166,887			206,737		(3	)
Steven J. Heaslip(6)		55,742			0		(3	)
All Directors and Executive Officers as a Group		1,186,080			25,000		1.53	%
(19 persons)(7)

See footnotes on the following page.

Certain Other Owners

The following table providessets forth information regarding each person known by us to be the beneficial ownership by each person or group known to holdowner of more than 5% of the Company’s outstanding shares of our common stockCommon Stock as of February 19, 200717, 2010 based on a review of SEC filings.filings with the SEC. Unless otherwise indicated, beneficial ownership is direct.

			Number of Shares and Nature of Beneficial Ownership
Name and Address of Beneficial Owner			Sole Voting Power						Shared Voting Power						Sole Investment Power						Shared Investment Power						Percent of Class
T. Rowe Price Associates, Inc. (6) 100 E. Pratt Street Baltimore, MD 21202					1,458,070						0						6,244,054						0						6.96	%
Janus Capital Group (7) 151 Detroit Street Denver, CO 80206					0						4,849,703						0						4,849,703						5.40	%
Pauline H. Van Dyke III (8) 111 East Kilbourn Avenue 19th Floor Milwaukee, WI 53202					129,426						5,010,175						129,426						5,010,175						5.73	%
William D.Van Dyke III (8) 111 East Kilbourn Avenue 19th Floor Milwaukee, WI 53202					6,957						5,010,175						17,957						5,010,175						5.59	%

		Number of Shares and Nature of Beneficial Ownership
Name and Address of Beneficial Owner		Sole Voting Power		Shared Voting Power		Sole Investment Power		Shared Investment Power		Percent of Class
BlackRock Inc. (8)		5,027,246		0		5,027,246		0		6.34%
40 East 52nd Street New York, NY 10022
T. Rowe Price Associates, Inc. (9)		1,527,830		0		6,474,054		0		8.17%
100 E. Pratt Street Baltimore, MD 21202

Footnotes relating to the “Beneficial Ownership Table” on the preceding page and above.

(1)

(1)

This column includes share unit balances held in the IFF Stock Fund under our Deferred Compensation Plan credited to participants’ accounts (where applicable) and, for executive officers, may include certain premium share units held under that plan as well as unvested shares of Purchased Restricted Stock. SharePremium share units held by executives in the IFF Stock Fund are subject to vesting and may be forfeitableforfeited if the participant’s employment is terminated.

(2)
(2)	The shares listed in this column are those which the named person has (or will have within 60 days after February 19, 2007)17, 2010) the right to acquire by the exercise of stock options or vesting of RSUs granted by the Company.

(3)
(3)	Less than 1%.

(4)

(4)

Based on a Form 4 filed with the SEC on May 5, 2006 and other information available to the Company. As reported in such Form 4, this number of shares includes 173,772 shares beneficially owned by Mr. Goldstein’s wife as to which Mr. Goldstein disclaims beneficial ownership. The number of shares also includes 14,180 shares that were issued to Mr. Goldstein from our Deferred Compensation Plan upon his retirement. The Company is not aware of whether Mr. Goldstein or his wife have disposed of any such shares or acquired any additional shares after May 5, 2006, other than 200,000 shares under his Performance Incentive Award, which were forfeited, and the 14,180 shares issued out of the Deferred Compensation Plan.

(5)

Mrs. Herzan is a director of the van Ameringen Foundation, Inc., which owns 274,673 shares, President, Treasurer and a director of the Lily Auchincloss Foundation, which owns 11,000 shares, a trustee and a beneficiary of a trust which holds 519,581 shares, and a trustee and a beneficiary of a trust which owns 567 shares, all of which shares are included in Mrs. Herzan’s ownership. Mrs. Herzan disclaims beneficial ownership of the shares owned by the van Ameringen Foundation, Inc. and the Lily Auchincloss Foundation. She directly owns 1,500 shares.

(5)	Based on a Form 4 filed with the SEC on September 30, 2009 and other information available to the Company.

(6)	Based on a Form 4 filed with the SEC on June 30, 2009 and other information available to the Company.

(7)	Excluding Mr. Amen and Mr. Heaslip, who are no longer employed by the Company.

(8)	As reported in Schedule 13G dated as of January 29, 2010.

(9)	As reported in Schedule 13G/A dated as of February 14, 2007.

(7)	As reported in Schedule 13G dated12, 2010. T. Rowe Price is deemed the beneficial owner of these securities, which are owned by various investors for which T. Rowe Price serves as of February 14, 2007.

(8)

As reported in Schedule 13G/A dated as of February 14, 2006. The Company believes that Mr. and Mrs. William Van Dyke, III share voting and investment power with respect to 5,010,175 shares and that a portionadviser, for SEC reporting purposes. T. Rowe Price expressly disclaims beneficial ownership of such shares is owned beneficially by a trust of which Mr. and Mrs. William D. Van Dyke, III and J. P. Morgan Chase are co-trustees.securities.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file reports of their initial holdings of IFF common stock and any subsequent transactions in Company shares towith the SEC and to provide the Company with copies of all such filings. The Company must report any failures to file by the required dates. Based on a review of our 20062009 records we believe that our directors and officers who were subject to Section 16 met all applicable filing requirements, exceptrequirements.

Directors and Officers Indemnification and Insurance

Our By-laws provide for the indemnification of our officers and directors against certain liabilities that could potentially be incurred by them in connection with the performance of their duties to the Company and its subsidiaries. In 2008, our Board of Directors approved an amendment to our By-laws to authorize the Company to provide indemnification and advancement rights by separate agreement to certain persons, including our officers and directors, and subsequently approved a Form 4 reporting a grantform of RSUsindemnification agreement to Nicolas Mirzayantz was not timely filed duebe entered into with each of our directors and officers. The Company also maintains directors and officers liability indemnification insurance coverage. This insurance covers director and officers individually where exposures exist, other than those for which the Company is able to an internal administrative oversight, but has sinceprovide direct or indirect indemnification. The current policies run from March 18, 2009 through March 18, 2010 and are in the process of being renewed. The primary carrier under the current policy is ACE American Insurance Company. The current annual premium for this program is $1,012,503. No sums have been filed.paid under this coverage to the Company or any directors or officers, nor have any claims for reimbursement been made under this policy.

Shareholders Proposals

In order for a shareholder proposal to be considered for inclusion in IFF’s proxy statement, notice of meeting and form of proxymaterials for next year’s annual meeting of shareholders, the Secretary of the Company must receive the written proposal no later than November 24, 2007.9, 2010. Under Article I, Section 3 of the Company’s By-laws, in order for a shareholder to submit a proposal or to nominate any director at an annual meeting of shareholders, the shareholder must give written notice to the Secretary of the Company not less than 60 days nor more than 90 days prior to the anniversary date of this year’s annual meeting of shareholders. The notice must also meet all other requirements contained in the Company’s By-laws, including the requirement to contain specified information about the proposed business of the candidate and the shareholder making the proposal. If the next annual meeting is scheduled on a date that is not within 30 days before or after the anniversary date of this year’s annual meeting, the Secretary of the Company must receive the notice given by the shareholder not later than the close of business on the tenth day following the day on which the notice of the date of next year’s annual meeting is mailed or public disclosure of the date of next year’s annual meeting is made, whichever occurs first.

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—ELECTION OF DIRECTORS

Information about Nominees

Our Board of Directors currently has nineeleven members. Each of these Board members, other than Burton M. Tansky, together with one new nominee, Roger W. Ferguson, Jr., is standing for re-election,election to hold office until the next annual meeting of shareholders. A pluralityOur By-laws provide that each director must retire effective as of the annual meeting of shareholders following his or her 72^nd birthday. Accordingly, Mr. Tansky, who is 72, will retire as a director as of the 2010 Annual Meeting.

The affirmative vote of a majority of the votes cast is required for the election of directors.

Pursuant to the law of the State of New York, IFF’s state of incorporation, only votes cast ‘‘FOR’’ the election of directors, will be counted in determining whetherwhich means that a nominee for director has been elected. However, our Corporate Governance Guidelines provide that in an uncontested election, any nominee for director who receivesmust receive a greater number of votes ‘‘WITHHELD’’ from“FOR” his or her election than votes ‘‘FOR’’ such“AGAINST” in order to be elected. Votes cast do not include any abstentions or broker non-votes with respect to a nominee’s election.

Our Board of Directors approved amendments to our By-laws in December 2008 to adopt this majority voting standard for uncontested elections and to provide that any director nominee in an uncontested election who does not receive an affirmative majority of votes cast must promptly offer his or her resignation. TheIf this situation were to occur, the process outlined in our By-laws and Corporate Governance Guidelines would be followed and generally the Nominating and Governance Committee of our Board of Directors willwould consider the resignation offer and make a recommendation to the Board. The Nominating and Governance Committee and the i ndependentindependent directors on the Board willwould then evaluate and determine whether to accept or reject the resignation based on the relevant facts and circumstances. Any director who so tenders a resignation will not participate in the deliberations of either the Nominating and Governance Committee or of the independent directors. The Board of Directors will promptly disclose its decision and the basis for that decision in a filing with the Securities and Exchange Commission.SEC. Under our By-laws, as amended, a plurality voting standard would apply in a contested director election, which would occur if, as of the record date for the meeting where directors are to be elected, the number of director nominees exceeds the number of directors to be elected at such meeting.

Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement. Each nominee has indicated that he or she will serve if elected. We expect each nominee for election as a director to be able to stand for election and serve if elected. If any nominee is not able to serve (which is not anticipated), proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of Directorsdirectors serving on the Board.

The principal occupation and certain other information aboutregarding the background and qualifications of the nominees, including the experience and skills that led to the selection of that nominee for membership on our Board, are set forth on the following pages. All of the nominees, except Mr. Ferguson, are presently directors of the Company and were elected by the shareholders at the Company’s 2009 Annual Meeting of Shareholders. The new nominee, Mr. Ferguson, was recommended to the Nominating and Governance Committee following a requested search by an independent global search firm and interviews by existing directors including the Chair of the Nominating and Governance Committee, the Lead Director and the Chairman of the Board. Mr. Ferguson was recommended for a number of valuable characteristics he would bring to the Board, including his financial expertise and broad business experience.

IFF’s Board of Directors recommends a vote FOR the election of thesethe nominees as DirectorsDirectors..

The following table sets forth the names, ages, principal occupations and other information about the director nominees:

		Margaret Hayes Adame, 70—Ms. Adame is President and Chief Executive Officer of Fashion Group International, Inc. (FGI) since 1992, an international trade organization with 6,000 members in 38 regions of the world. FGI’s production of runway trends, business symposiums and special events in the fashion industry provide Ms. Hayes with a unique insight to the Company’s markets, particularly the fragrance market. Prior, senior level experience in the specialty retail/department store sector buttresses her understanding of areas into which our products are sold. She is a recipient of numerous achievement awards including ones from the Fragrance Foundation, Cosmetic Executive Women and the Fragrance Research Fund. This experience has led her to make numerous contributions as a director of IFF where she has served since 1993. Ms. Hayes is also a director of Movado Group, Inc.
		Marcello Bottoli, 48—An Italian national with extensive international experience, Mr. Bottoli has played a key role in a number of businesses, including the initial public offering of Benckiser N. V. on the Amsterdam and New York stock exchanges (1997), the integration of lead brands following the Reckitt & Colman and Benckiser merger (1999), with emphasis on consumer, strategic insights, creativity and research and development; as President and Chief Executive Officer of Louis Vuitton Malletier, a manufacturer and retailer of luxury handbags and accessories until 2002; and, most recently, as President and Chief Executive Officer of Samsonite Inc., a luggage manufacturer and distributor, until January 2009. His experience as a chief executive and within the industries to which IFF sells its products has led Mr. Bottoli to many insights and contributions on the IFF board. Mr. Bottoli serves on the board of directors of Ratti SPA, an Italian textile company, and True Religion Brand Jeans, a California-based fashion jeans, sportswear and accessory manufacturer and retailer. He has served on IFF’s board since 2007.
		Linda B. Buck, 63—A Howard Hughes Medical Institute Investigator and Member at Fred Hutchinson Cancer Research Center, a biomedical research institute, and Affiliate Professor of Physiology and Biophysics at the University of Washington, Dr. Buck’s research has provided key insights into the mechanisms underlying the sense of smell. This experience is useful to the Company’s research and development efforts in both flavors and fragrances, as is Dr. Buck’s technical background in evaluating a host of issues. Dr. Buck is the recipient of numerous awards, including The Nobel Prize in Physiology or Medicine in 2004. Dr. Buck served on the board of directors of DeCode Genetics Inc., a biotechnology company, from 2005 to 2009 and joined IFF’s board in 2007.
		J. Michael Cook, 67—The Chairman and Chief Executive Officer Emeritus of Deloitte & Touche, a leading global professional services firm, Mr. Cook has been a leader of his profession. His experience as a Chief Executive Officer, in accounting and in corporate governance is an asset to the Company and he is one of the leaders of the IFF board. He has served as Chairman of the American Institute of Certified Public Accountants and a member of its Auditing Standards Board. He led the Board of the Financial Accounting Foundation, the overseer of accounting standards boards, and the World Congress of Accountants. Mr. Cook is an emeritus member of the Advisory Council of the Public Company Accounting Oversight Board (PCAOB) and was a member of the SEC’s Advisory Committee on Improvements to Financial Reporting. In 2002, Mr. Cook was named one the Outstanding Directors in America by Director’s Alert and was a member of the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance. He served as a director of Eli Lilly and Dow Chemical Company and is currently a Trustee of the Scripps Research Institute and a director of Comcast Corporation. Mr. Cook joined IFF’s board in 2000.

		Roger W. Ferguson, Jr., 58—President and Chief Executive Officer of TIAA-CREF, a financial services company with over $400 billion in assets at year end, Mr. Ferguson has a broad educational background which includes a law degree and a Ph.D. in economics, and work experience which includes service with a major law firm, various policy-making positions with the Federal Reserve, eventually serving as its Vice-Chairman from 1999 until 2006, and the global reinsurance business. This background provides excellent experience for dealing with the varied financial and other issues which the Company’s board deals with on a regular basis. Mr. Ferguson is proposed for election as a new director of IFF.
		Peter A. Georgescu, 70—The Chairman Emeritus and retired Chief Executive Officer of Young & Rubicam, Inc., an advertising agency, Mr. Georgescu brings to the board an in-depth knowledge of marketing as well as experience with the myriad of issues which occur in a corporation. He has served on the board of directors of seven public companies, most recently Toys “R” Us, Inc., EMI Group PLC and Levi Strauss & Co., and chaired committees in each critical area: audit, nominating and governance and compensation. Mr. Georgescu’s experience has led him to be a major contributor in the Company’s boardroom. He joined IFF’s board in 1999.
		Alexandra A. Herzan, 50—As the granddaughter of the founder of the Company, Ms. Herzan has a long-term understanding of many aspects of its operations and brings a unique perspective to board deliberations. Ms. Herzan is the President and Treasurer of the Lily Auchincloss Foundation, Inc., a charitable foundation, and a director of the van Ameringen Foundation, Inc. These positions have provided executive experience as well as experience working with teams. As a trustee of a number of private trusts she developed financial savvy translatable to Company business. Ms. Herzan joined the IFF board in 2003.
		Henry W. Howell, Jr., 68—During his 34 years with J.P. Morgan, a financial services firm, Mr. Howell secured extensive business development, finance and international management experience which is very useful in analyzing various Company issues which arise at the board of directors, including new capital projects and acquisitions. This also serves the Company well in considering Audit Committee issues. While at J.P. Morgan, Mr. Howell had several overseas assignments including head of banking operations in Germany and CEO of J.P. Morgan’s 40% owned, Australian merchant banking affiliate which was publicly listed and operated throughout the country. Both these assignments enhanced his ability to analyze complex international business and financial matters. Mr. Howell joined IFF’s board in 2004.
		Katherine M. Hudson, 63—As Chairperson, President and Chief Executive Officer of Brady Corporation, a global manufacturer of identification solutions and specialty industrial products, from 1994 until 2004, Ms. Hudson oversaw a doubling of annual revenues. Prior experience with Eastman Kodak (24 years) covered various areas of responsibility including systems analysis, supply chain, finance and information technology. This broad experience has translated to sound guidance to the Company and its board. Ms. Hudson has served as a director on the boards of Apple Computer Corporation, a designer and manufacturer of consumer electronics and software products, and CNH Global NV, a manufacturer of agricultural and construction equipment. She currently sits on the board of Charming Shoppes, Inc., a woman’s specialty retailer, and has been on the IFF board since 2008.

		Arthur C. Martinez, 70—Having served as Chairman and Chief Executive Officer of Sears, Roebuck and Company, a large retailer, from 1995 until 2000, Mr. Martinez obtained experience on a myriad of issues arising in a large corporation. This experience, along with the financial expertise which led him to be Chairman of the Board of the Federal Reserve Bank of Chicago from 2000 until 2002, enable him to provide expert guidance and leadership to IFF and its Board of Directors. He is also a director of PepsiCo, Inc., IAC/InterActiveCorp, Liz Claiborne, Inc., AIG/American International Group, Inc., Chairman of the Supervisory Board of ABN AMRO Holding, NV and Chairman of the Board of HSN, Inc. Mr. Martinez joined the IFF board in 2000.
		Douglas D. Tough, 60—Mr. Tough served as Chief Executive Officer and Managing Director of Ansell Limited, a global leader in healthcare barrier protection, from 2004 until March 2010. Mr. Tough joined the IFF board in 2008. In October 2009, Mr. Tough began serving as Chairman of our Board and, effective upon completion of his service to Ansell, Chief Executive Officer, of the Company. Mr. Tough’s experience as the CEO of a major global company is directly translatable to his work as a director of IFF, as is his prior 17 year service with Cadbury Schweppes Plc, a major food and beverage company, in a variety of executive positions throughout North America and the rest of the world.

INFORMATION ABOUT NOMINEES

			Name			Age						Principal Occupation During Last Five Years and Other Directorships Held			Year First Became Director
			Robert M. Amen					57				Chairman and Chief Executive Officer of the Company since July 2006; President (from 2003 until 2006) and Executive Vice President (prior thereto), International Paper Company, a paper and packaging company					2006
			Margaret Hayes Adame					67				President, Fashion Group International, an international trade organization; Director, Movado Group, Inc.					1993
			Günter Blobel					70				Professor, Howard Hughes Medical Institute at The Rockefeller University, a research medical institution; Director, Nestle S.A.					2000
			J. Michael Cook					64				Chairman and Chief Executive Officer Emeritus, Deloitte & Touche LLP, an accounting firm; Director, Comcast Corporation, Eli Lilly and Company					2000
			Peter A. Georgescu					68				Chairman and Chief Executive Officer Emeritus, Young & Rubicam Inc., an advertising agency; Director, Levi Strauss & Co., EMI Group PLC					1999

			Name			Age						Principal Occupation During Last Five Years and Other Directorships Held			Year First Became Director
			Alexandra A. Herzan					47				President and Director, Lily Auchincloss Foundation, Inc., a charitable foundation					2003
			Henry W. Howell, Jr.					65				Managing Director (until 2000), J.P. Morgan & Co., Inc., a financial services firm					2004
			Arthur C. Martinez					67				Interim Chairman and Chief Executive Officer of the Company from May 9, 2006 until June 30, 2006; Chairman and Chief Executive Officer Emeritus, Sears, Roebuck and Co., a retailer; Director, PepsiCo, Inc., Liz Claiborne, Inc., IAC/InterActiveCorp; Chairman of the Supervisory Board, ABN AMRO Holding, N.V.					2000
			Burton M. Tansky					69				President and Chief Executive Officer since May 2001 and President and Chief Operating Officer prior thereto, The Neiman Marcus Group, Inc., a retailer; Director, The Neiman Marcus Group, Inc.					2003

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2007,2010, and the Board of Directors has directed that our management submit that selection for ratification by our shareholders at the 20072010 Annual Meeting. Although ratification is not required by our By-laws or otherwise, we are submitting the selection of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of good corporate governance. IfThe Audit Committee will consider the outcome of our shareholders’ vote in connection with the Audit Committee’s selection of the Company’s independent registered public accounting firm in the next fiscal year, but is not bound by the shareholders fail to ratifyvote. Even if the selection is ratified, the Audit Committee will reconsider whether or not to continue to retainmay, in its discretion, direct the appointment of a different independent auditor at any time if it determines that firm.a change would be in the best interests of the Company and our shareholders.

Representatives of PricewaterhouseCoopers LLP are expected to attend the 20072010 Annual Meeting, where they will be available to respond to questions and, if they desire, to make a statement.

IFF’s Board of Directors recommends a vote FOR the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2007.2010.

Principal Accountant Fees and Services

The following table provides detail about fees for professional services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 20062009 and December 31, 2005.2008.

			2006						2005
Audit Fees (1)					3,753,800					$	3,533,700
Audit-Related Fees (2)					162,000					$	155,800
Tax Fees (3)					1,922,600					$	2,366,700
All Other Fees (4)					14,100					$	32,500
Total					5,852,500					$	6,088,700

		2009			2008
Audit Fees(1)		$	3,568,800		$	3,430,400
Audit-Related Fees(2)			20,100			95,300
Tax Fees(3)			2,097,100			1,572,500
All Other Fees(4)			182,100			232,100
Total		$	5,868,100		$	5,330,300

(1)

(1)

Audit Fees were for professional services rendered for audits of the Company’s consolidated financial statements and statutory and subsidiary audits, consents and review of reports filed with the SEC.SEC and consultations concerning financial accounting and reporting standards. Audit Fees also included the fees associated with an annual audit of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, integrated with the audit of the Company’s annual financial statements.

(2)
(2)	Audit-Related Fees were for assurance and related services for employee benefit plan audits and attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.regulation.

(3)
(3)	Tax Fees were for services related to tax compliance, including the preparation of tax returns and claims for refund, and tax planning and tax advice, including assistance with and representation in tax audits and appeals, tax services for employee benefit plans and expatriate tax compliance services.

(4)
(4)	All Other Fees were for software licenses and other professional services.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and non-audit services by category, including audit services, audit-related services, tax services and other permitted non-audit services, to be provided by the independent registered public accounting firm to the Company. In accordance with the policy, the Audit Committee regularly reviews and receives updates on specific services provided by the independent registered public accounting firm, and the Company’s management may presentsubmit additional services for approval.

To facilitate the approval process, the Audit Committee may delegate pre-approval authority to one or more of its members, or to the CFO for services, other than audit, review or attest services, to the extent permitted under the SEC’s pre-approval requirements. The Committee member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All services rendered by PricewaterhouseCoopers LLP to the Company are permissible under applicable laws and regulations. During 2006,2009, all services performed by PricewaterhouseCoopers LLP which were subject to the SEC’s pre-approval requirements were approved in advance by the Audit Committee in accordance with the Committee’s pre-approval policy.

AUDIT COMMITTEE REPORT

The Audit Committee (‘‘we’’(“we”, ‘‘us’’“us” or the ‘‘Committee’’“Committee”) oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure controls designed to ensure compliance with accounting standards and applicable laws and regulations.

The Company’s independent auditors, PricewaterhouseCoopers LLP (‘‘PwC’’(“PwC”), report directly to us. We have sole authority to appoint, oversee, evaluate and discharge the independent auditors and to approve the fees paid by the Company for their services. PwC annually performs an independent audit of the consolidated financial statements and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. PwC also conducts quarterly reviews of the Company’s financial statements.

We review with PwC the scope of its services, the results of its audits and reviews, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. We meet regularly with PwC, and separately with the Company’s Internal Audit Coordinator,internal auditors, without management present. We also meet regularly with management without PwC present, and we discuss management’s evaluation of PwC’s performance.

For 2006,2009, we have reviewed and discussed the Company’s audited financial statements with management and PwC. We have reviewed and discussed with management its process for preparing its report on its assessment of the Company’s internal control over financial reporting, and at regular intervals we received updates on the status of this process and actions taken by management to respond to issues and deficiencies identified. We discussed with PwC its audit of internal control over financial reporting and its attestation report on management’s assessmentthe effectiveness of the effectiveness ofCompany’s internal control over financial reporting. We discussed with PwC and the Company’s Internal Audit Coordinatorinternal auditors the overall scope and p lansplans for their respective audits.

We have reviewed with PwC its judgments about the quality of the Company’s accounting principles as applied in the Company’s financial reporting and other matters as are required to be discussed with us under generally accepted auditing standards ofby the Public Company Accounting Oversight Board (United States), including those described in Statement ofon Auditing Standards (SAS) No. 61 (Communication with Audit Committees), as amended.amended (AICPA Professional Standards Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, as may be modified or supplemented. We also received from PwC and discussed with PWCPwC its written disclosures and the letter regarding its independence from management and the Company as required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent accountant’s communications with Audit Committees).the audit committee concerning independence. We concluded that PwC’s inde pendenceindependence was not compromised by the non-audit services provided by PwC, the majority of which consisted of routine tax services.

In reliance on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20062009 for filing with the SEC. We also evaluated and selected PwC as the Company’s independent auditors for 2007,2010, which the shareholders will be asked to ratify at the 20072010 Annual Meeting of Shareholders.

Audit Committee

J. Michael Cook (Chairman and member until March 1, 2007)

		Audit Committee
		Henry W. Howell, Jr. (Chairman since March 1, 2007)

		(Chairman)
		Margaret Hayes Adame
		Katherine M. Hudson
		Arthur C. Martinez

ITEM 3—REAPPROVALAPPROVAL OF THE BUSINESS CRITERIA USED FOR SETTING PERFORMANCE GOALS UNDER THE 20002010 STOCK AWARD AND INCENTIVE PLAN

Introduction

At the 20072010 Annual Meeting, we will ask shareholders to reapproveapprove the business criteria2010 Stock Award and Incentive Plan (the “2010 Plan”), which was approved by our Board of Directors on February 2, 2010. The Board and its Compensation Committee (the “Committee”) approved the 2010 Plan to help us:

Attract, retain, motivate and reward officers, employees, directors, consultants and advisors to IFF and its subsidiaries and affiliates.

Strengthen our capability to develop and direct a competent management team.

Provide equitable and competitive compensation opportunities.

Authorize incentive awards that may be used in settingappropriately reward achievement of our goals and recognize individual contributions without promoting excessive risk.

Promote creation of long term value for shareholders by closely aligning the interests of participants with the interests of shareholders.

The Board and the Committee believe that awards linked to common stock and awards with terms tied to our performance goalsprovide incentives for certain performance-based awards underthe achievement of important performance objectives and promote the long term success of IFF. Therefore, they view the 2010 Plan as a key element of our overall compensation program.

The 2010 Plan, if approved by shareholders, would replace the 2000 Stock Award and Incentive Plan as amended and restated (the ‘‘2000 Plan’’). IFF shareholders originally approved the 2000 Supplemental Stock Award Plan in 2000,(the “2000 Plans”). The Board and approved an amendment and restatement ofthe Committee determined to replace the 2000 Plan in 2002.

Plans with a new plan that, like the old plans, provides broadly for equity and incentive awards but contains updated compliance provisions. We are seeking reapprovalapproval for shares in addition to the number remaining available under 2000 Stock Award and Incentive Plan (which shares would be transferred to the 2010 Plan). We expect that the 2010 Plan will meet our needs for the next four years.

Information on the total number of shares available under our existing equity compensation plans and unissued shares deliverable under outstanding options, stock appreciation rights, restricted stock and restricted stock units as of the 2000 Plan’s business criteria used in setting performance goals so that IFF can continue to claim tax deductions for compensation resulting from performance-based awards, without these deductions being limited by Section 162(m)end of the Internal Revenue Codelast fiscal year is presented below under the heading “Equity Compensation Plan Information.” Based on our equity award plans in effect and outstanding awards at February 17, 2010, if shareholders approve the 2010 Plan the total number of shares subject to outstanding awards under all plans (including restricted stock but excluding deferred stock that has been fully earned and vested) and available for future awards under the 2010 Plan (which would be our only continuing equity compensation plan) would be as follows:

Shares subject to outstanding awards*		3,374,043
Shares to be available for future equity awards, (under the proposed 2010 Plan)**		2,783,738
Total shares		6,157,781
Percentage of outstanding shares***		7.8	%

*

Includes unvested restricted stock and restricted stock units but excludes any vested portions of such awards, which have in effect been fully earned by participants; in the case of outstanding purchased restricted stock, participants have paid 50% of the grant date fair market value as consideration and therefore 50% of such awards is effectively non-forfeitable; therefore, 50% of purchased restricted stock awards are excluded from the calculation of outstanding awards in this table.

**

Upon shareholder approval of the 2010 Plan, shares remaining available under the 2000 Stock Award and Incentive Plan and the 2000 Supplemental Stock Award Plan would cease to be reserved under those plans. 783,738 shares remaining available under the 2000 Stock Award and Incentive Plan would be transferred directly to the 2010 Plan (and are included in the share amount in this row). 3.55 million shares remaining available under the Deferred Compensation Plan as of February 1, 2010 ceased to be reserved under that plan at that date, as a result of an amendment to the Deferred Compensation Plan the purpose of which was to reduce the number of shares available for use under that plan. We intend to file a post-effective amendment to the Form S-8 Registration Statement covering the Deferred Compensation Plan to deregister those 3.55 million shares, which will not be transferred to the 2010 Plan. Shares for future deferrals under the Deferred Compensation Plan would be drawn from the 2010 Plan.

***

Outstanding shares (the denominator in this calculation) include all Common Stock outstanding at February 17, 2010 (including unvested restricted stock and PRS) and does not include issuance of unissued shares reserved for outstanding awards or future awards under the existing plans and the proposed 2010 Plan.

The 2010 Plan would make 2 million new shares of common stock available for equity awards, representing approximately 2.5% of the shares outstanding at February 17, 2010. As stated above, the 2010 Plan would replace the current 2000 Plans, and would provide the source for future deferrals of cash into deferred stock under the Deferred Compensation Plan (the ‘‘Code’’)Deferred Compensation Plan would be deemed to be a subplan under the 2010 Plan for the sole purpose of funding deferrals under the IFF Share Fund). Section 162(m) limitsApproximately 783,738 shares that remain available under the 2000 Stock Award and Incentive Plan (as of February 17, 2010) would be made available under the 2010 Plan and 210,871 shares remaining available under the 2000 Supplemental Stock Award Plan (as of February 17, 2010) would cease to be reserved. No new awards would be granted under the 2000 Plans although the Committee retains full authority regarding outstanding awards under those plans, including authority to approve modifications of such awards (repricing would be subject to shareholder approval, however). Shares subject to outstanding awards under the 2000 Plans may become available under the 2010 Plan if such shares are not delivered to the participant, in accordance with the share counting rules explained below under the heading Shares Available Under the 2010 Plan.

Overview of 2010 Plan Awards

The 2010 Plan authorizes a broad range of awards, including:

stock options, a grant of rights to purchase our Common Stock upon payment of the designated “exercise price”;

stock appreciation rights (“SARs”), a grant entitling the participant to receive the excess of the fair market value of a share on the date of exercise over the “base price”;

restricted stock, a grant of actual shares subject to a risk of forfeiture and restrictions on transfer;

deferred stock, a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (forfeitable deferred stock is sometimes called “restricted stock units”);

other awards based on Common Stock;

dividend equivalents;

performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives);

cash-based performance awards tied to achievement of specific performance objectives; and

shares issuable in lieu of rights to cash compensation.

Vote Required for Approval

Approval of the 2010 Plan will require the affirmative vote of a majority of the votes cast at the 2010 Annual Meeting, provided that the total vote cast on the proposal (both for and against and abstentions) represents over 50% in interest of all securities entitled to vote on the proposal. The Board considers the 2010 Plan to be in the best interests of IFF and our shareholders and therefore recommends that the shareholders vote to approve the 2010 Plan at the 2010 Annual Meeting.

Reasons for Shareholder Approval

We seek approval of the 2010 Plan by shareholders in order to meet requirements of the New York Stock Exchange and to satisfy requirements of tax law to help preserve our ability to claim tax deductions for compensation to our most senior executive officers in excess of $1 million per year, unlessofficers. In addition, the compensation is paid based on achievement of performance goals that are set using shareholder-approved business criteria.

Reapproval by shareholdersBoard regards shareholder approval of the 2000 Plan’s business criteria for performance goals will not increase the number of shares available for options2010 Plan as desirable and equity awards, and will not raise any other limitation on the amount of awards that may be granted under the 2000 Plan.consistent with corporate governance best practices.

Business Criteria Used in Setting Performance Goals Under the 2000 Plan

The 2000 Plan authorizes the grant of performance-based awards. The Board and the Compensation Committee (the ‘‘Committee’’) intend that these awards be fully tax deductible by IFF. Performance awards include cash-denominated awards, including annual incentive awards, and awards that will result in the delivery of IFF shares if specified performance goals have been achieved.

Performance-based awards require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition to the awards being granted or becoming exercisable or settleable. Performance may be measured over a period of any length specified by the Committee. Under the 2000 Plan, if a performance-based award is intended to qualify under Code Section 162(m), the business criteria used by the Committee in establishing performance goals must be selected from among the following:

	•	net sales

	•	earnings from operations

	•	earnings before or after taxes or earnings before or after interest, depreciation, amortization, or extraordinary or special items

	•	net income or net income per common share (basic or diluted)

	•	return on assets (gross or net), return on investment, return on capital, or return on equity

	•	cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital

	•	economic value created

	•	operating margin or profit margin

	•	stock price or total shareholder return

	•	dividend payout as a percentage of net income

	•	strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures.

The Committee retains discretion to set the level of performance for a given business criteria that will result in the earning of a specified amount of cash or shares under a performance award. These goals may be set with fixed, quantitative targets, targets relative to our past performance, or targets compared to the performance of other companies, such as a published or special index or a group of companies selected by the Committee for comparison. In setting a performance goal, the Committee may specify that these performance measures will be determined before payment of bonuses, capital charges, non-recurring or extraordinary income or expense, or other financial and general and administrative expenses for the performance peri od.

Reason for Shareholder Approval of this Proposal

Internal Revenue Code Section 162(m) limits the deductions a publicly held company can claim for compensation in excess of $1 million in a given year paid to the CEOchief executive officer and the fourthree other most highly compensated executive officers serving on the last day of the fiscal year, excluding the chief financial officer (generally referred to as the ‘‘named“named executive officers’’officers”). ‘‘Performance-based’’“Performance-based” compensation that meets certain requirements is not counted against the $1 million deductibility cap, and therefore remains fully deductible. For purposes of Section 162(m), approval of the 2010 Plan will be deemed to include approval of the general business criteria upon which performance objectives for awards are based, described below under the headings Performance Awards and Annual Incentive Awards.Shareholder approval of general business criteria, used in settingwithout specific targeted levels of performance, goals permitswill permit qualification of performanceincentive awards for full tax deductibility for a period of approximately five years under Section 162(m).

Under Code Section 162(m) and IRS regulations, IFF shareholders must reapprove the business criteria used in setting performance goals in order that performance awards authorized after our 2007 Annual Meeting and using these business criteria will qualify for tax deductibility without limitation. However, the 2000 Plan authorizes certain awards that can qualify as performance-based compensation under Code Section 162(m) without the need for Shareholder approval of the performance goals to be reapproved by shareholders. These includegoal inherent in stock options and stock appreciation rights that provide compensation based on increasesSARs (increases in the market price of IFFstock) is not subject to a time limit under Section 162(m).

In addition, shareholder approval will permit designated stock fromoptions to qualify as incentive stock options (“ISOs”) under the date of grant, and annual incentive awards based on a defined ‘‘annual incentive p ool’’ based on pretax consolidated earnings, discussed in more detail below. The prior approvalInternal Revenue Code. Such qualification can give the holder of the terms of these awards under the 2000 Plan meets the requirements of Section 162(m), so such awards will remain authorized under the 2000 Plan without regard to the outcome of the vote on the current proposal.

Vote Required for Approval

Reapproval of the business criteria used for performance goals under the 2000 Plan will require the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote on the matter. The Board considers reapproval of such business criteria, to preserve our ability to fully claimoptions more favorable tax deductions, to be in the best interests of IFF and our shareholders, and therefore recommends that the shareholders vote to approve this proposal at the 2007 Annual Meeting.

Description of the 2000 Plan

The following is a brief description of the material features of the 2000 Plan. This description, including information summarized above, is qualified in its entirety by reference to the 2000 Plan, which was filed electronically with the Securities and Exchange Commissiontreatment, as an appendix to this Proxy Statement, but is not included in the printed version of this Proxy Statement. A copy of the 2000 Plan is available from the Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57th Street, New York, N.Y. 10019.explained below.

Purpose of the 2000 Plan.    In the view of the Board and Committee, the 2000 Plan helps IFF:

	•	Attract, retain, motivate and reward officers, employees, directors, consultants and advisors to IFF and its subsidiaries and affiliates.

	•	Strengthen our capability to develop, maintain and direct a competent management team.

	•	Provide equitable and competitive compensation opportunities.

	•	Recognize individual contributions and reward achievement of our goals.

	•	Promote creation of long-term value for shareholders by closely aligning the interests of participants with the interests of shareholders.

The Board and the Committee believe that awards linked to common stock and awards with terms tied to our performance can provide incentives for the achievement of important performance objectives and promote the long-term success of IFF.

Overview of 2000 Plan Awards.    The 2000 Plan authorizes a broad range of awards, including:

	•	stock options

	•	stock appreciation rights (‘‘SARs’’)

	•	restricted stock, a grant of actual shares subject to a risk of forfeiture and restrictions on transfer

	•	deferred stock, a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (forfeitable deferred stock is sometimes called ‘‘restricted stock units’’)

	•	other awards based on common stock

	•	dividend equivalents

	•	performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives)

	•	cash-based performance awards tied to achievement of specific performance objectives, including annual incentive awards

	•	shares issuable in lieu of rights to cash compensation.

Restriction on Repricing and Loans.Loans

The 20002010 Plan includes a restriction providing that, without shareholder approval, we will not amend or replace options or SARs previously granted under the Plan in a transaction that constitutes a ‘‘repricing.’’“repricing.” For this purpose, a ‘‘repricing’’“repricing” is defined as amending the terms of an option or SAR after it is granted to lower its exercise price, any other action that is treated as a repricing under generally accepted accounting principles, or canceling an option at a time when its strike price is equal to or greater than the fair market value of the underlying stock in exchange for another option, SAR, restricted stock, other equity, or cash or other property, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. Adjustments to the exercise price or number of shar esshares subject to an option or SAR to reflect the effects of a stock split or other extraordinary corporate transaction will not constitute a ‘‘repricing.’’“repricing.”

The 20002010 Plan does not authorize loans to participants.

Description of the 2010 Plan

The following is a brief description of the material features of the 2010 Plan. This description, including information summarized above, is qualified in its entirety by reference to the full text of the proposed 2010 Plan, a copy of which is attached to this Proxy Statement as Appendix A.

Shares Available under the 20002010 Plan.    As stated above, this proposal would not change If the number of2010 Plan is approved by our shareholders, 2 million shares available for awards under the 2000 Plan.

As of February 28, 2007, 6,086,798 shares arewill be reserved and available for delivery to participants, plus shares remaining available for new grants under the 2000 Plan, which includes 3,677,788 shares subject to outstanding options, restricted stock,Stock Award and other types of equity awards. Shares that remained available under the 1997 Employee Stock OptionIncentive Plan at March 12, 2002, and shares that thereafter are recaptured from outstanding awards under that plan are or will be included in shares available under the 2000 Plan.Plans. Shares used for awards that we assumeassumed in an acquisition do not count against the shares reserved under the 20002010 Plan.

The 2000 Plan limits the number of shares thatreserved may be delivered in connection with awards other than options and SARs (for example, as restricted stock) to a maximumused for any type of 30% of the shares reservedaward under the 20002010 Plan.

Only the number of shares actually delivered to participants in connection with an award after all restrictions have lapsed arewill be counted against the number of shares reserved under the 20002010 Plan. Thus, shares will remain available for new awards if an award expires, or is forfeited, canceled or is settled in cash, if shares are withheld or separately surrendered to pay the exercise price of an option or to satisfy tax withholding obligations relating to an award, if fewer shares are delivered upon exercise of an SAR than the number of shares covered by the SAR, or if shares that had been issued as restricted stock are forfeited. These same countingshare-counting rules will apply to outstanding optionsawards under the 2000 Plans, so that shares may become available under the 2010 Plan to the extent that shares are not in fact both delivered and vested in connection with those awards. The 2000 Stock Award and Incentive Plan authorizes grants relating to shares remaining available and recaptured under the 1997 Employee Stock Option Plan, so thatand to the extent those shares would have become available under the 2000 Plan they will become available under the 2010 Plan. Under the 2010 Plan, awards may be recaptured from such awards.outstanding relating to a greater number of shares than the aggregate remaining available under the 2010 Plan so long as the Committee ensures that awards will not result in delivery and vesting of shares in excess of the number then available under the 2010 Plan. Shares delivered under the 20002010 Plan may be either newly issued or treasury shares.

Information on the total number of shares available under our existing equity compensation plans and unissued shares deliverable under outstanding awards as of the end of the last fiscal year is presented below under ‘‘Equity Compensation Plans.’’ Based on our equity award plans in effect and outstanding awards at February 28, 2007, the total number of shares subject to outstanding awards and available for future awards under the 2000 Plan and other continuing equity compensation plans is as follows:

Shares subject to outstanding awards					4,546,053
Shares available for future equity awards (Note: this proposal does not add shares to any plan)					3,101,431
Total shares					7,647,484
Percentage of outstanding shares*					8.5	%*

*	Outstanding shares (the denominator in this calculation) includes all Common Stock outstanding at February 28, 2007 and does not include issuance of unissued shares reserved for outstanding or future awards under the existing equity compensation plans.

On February 28, 2007,17, 2010, the last reported sale price of IFF’s Common Stock in composite transactions for New York Stock Exchange-listed securities was $46.80$42.10 per share.