Sensient Technologies (SXT) 10-K 2008 FY Annual report

Exhibit 10.1(n)(3)

AMENDMENT NO. 2 TO THE

TRUST AGREEMENT FOR RABBI TRUST C

WHEREAS, Sensient Technologies Corporation (the “Company”) is obligated under certain non-qualified plans and/or agreements (the “Plans”) to make certain deferred and other payments to certain present, future and former directors and executives of the Company who have satisfied the eligibility requirements of such Plans, and for purposes of assuring that certain of such payments are made in satisfaction of certain of such obligations the Company has established a trust in the form of this rabbi trust (commonly referred to as “Rabbi Trust C”) which is subject to the claims of the Company’s existing or future general creditors;

WHEREAS, the Company desires to amend Section 3.01(d) of Rabbi Trust C to provide that the Trustee may make a distribution from Rabbi Trust C for the payment of taxes in compliance with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”); and

WHEREAS, the Company desires to amend Schedule A to update the names of the plans covered by Rabbi Trust C.

NOW, THEREFORE, the trust agreement for Rabbi Trust C is hereby amended as follows, effective as of October 16, 2008:

1. Section 3.01(d) of Rabbi Trust C is hereby amended to add a new, second paragraph to read as follows:

“Notwithstanding the above, subject to the terms of the Plans, the Trustee may pay to an Executive a portion of the Trust Corpus:

(i) to satisfy the Executive’s obligation to pay state, local or foreign taxes as well as an additional amount to satisfy the Executive’s obligation to pay the taxes incurred as a result of such payment, including any federal, state or local income taxes and the Executive’s portion of any employment taxes;

(ii) to satisfy the Executive’s portion of employment taxes (to the extent necessary to pay the Federal Insurance Contributions Act tax amount (the “FICA Amount”)) as well as an additional amount to satisfy the Executive’s obligation to pay any federal, state, local or foreign income taxes incurred as a result of such payment; and/or

(iii) if the Executive has an obligation to include amounts in income as a result of Section 409A of the Internal Revenue Code of 1986.”

2. Schedule A of Rabbi Trust C is hereby amended in its entirety to read as follows:

“Schedule A

(As of October 16, 2008)

1. Sensient Technologies Corporation Non-Employee Directors’ Retirement Plan

2. Sensient Technologies Corporation Directors’ Deferred Compensation Plan”

IN WITNESS WHEREOF, this Amendment has been duly executed the 18th day of December, 2008.

SENSIENT TECHNOLOGIES CORPORATION
By	/s/ Douglas S. Pepper
	Douglas S. Pepper
	Vice President — Administration
MARSHALL & ILSLEY TRUST COMPANY
By	/s/ Steven Grieb
	Steven Grieb
	Vice President

- 2 -