---------
I F F (Logo)
NUMBER SHARES
CU _____________ ______________
COMMON STOCK COMMON STOCK
INTERNATIONAL FLAVORS & FRAGRANCES INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
CUSIP 459506 10 1
This Certifies that ___________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
is the owner of _______________________________________________________________
_______________________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
INTERNATIONAL FLAVORS & FRAGRANCES INC., transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney on
surrender of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated__________________________
/s/ /s/
- ---------------------------- ----------------------------
Secretary Chairman and President
----------------
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
(NEW YORK)
By TRANSFER AGENT
AND REGISTRAR
__________________________________
Authorized Signature
NOTE:
FOR EXPLANATION OF CERTAIN ABBREVIATIONS,
SEE REVERSE SIDE OF THIS CERTIFICATE
----------------
I F F
CORPORATE
SEAL
1909
NEW YORK
----
(c) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY
INTERNATIONAL FLAVORS & FRAGRANCES INC.
The Restated Certificate of Incorporation as amended includes the following
provisions:
"NINTH: * * *
"(4) Any director may be removed with cause by the affirmative vote of at
least two-thirds (2/3) of the whole Board of Directors of the Corporation or may
be removed with or without cause by the stockholders as provided in the By-laws
of the Corporation. Any vacancy in the Board of Directors of the Corporation
arising from any cause shall be filled for the unexpired portion of the term by
the affirmative vote of at least two-thirds (2/3) of the whole Board of
Directors or by the stockholders as provided in the By-laws of the Corporation."
* * *
"TENTH:
Each holder of any equity or voting shares, as such terms are defined in
Section 39 of the New York Stock Corporation Law, of any class of the
Corporation shall have the preemptive right to purchase equity or voting shares
of the Corporation or any shares, notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase its equity or
voting shares, in any and all cases, notwithstanding the provisions of Section
39(4) of the New York Stock Corporation Law, except as may otherwise be
determined by the affirmative vote of at least two-thirds (2/3)of the whole
Board of Directors, and except that such preemptive right shall not apply upon
the issuance of equity or voting shares by the Corporation upon the exercise of
stock options or upon the surrender of scrip certificates outstanding as of the
date of this Restated Certificate of Incorporation."
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--.........Custodian.........
TEN ENT--as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN --as joint tenants with
right survivorship and Act...............
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
| |
| |
|_____________________________________|
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated__________________________
_____________________________________
Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.
------------
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Protection Rights Agreement, dated
as of February 20, 1990 (as such may be amended from time to time, the "Rights
Agreement"), between International Flavors & Fragrances Inc. (the "Company") and
The Bank of New York, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be redeemed, may be exchanged for shares
of Common Stock or other securities or assets of the Company, may expire, may
become void (if they are "Beneficially Owned" by an "Acquiring Person" or an
"Affiliate" or "Associate" thereof, as such terms are defined in the Rights
Agreement, or by any transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this certificate. The
Company will mail or arrange for the mailing of a copy of the Rights Agreement
to the holder of this certificate without charge within five days after the
receipt of a written request therefor.
---------
I F F (Logo)
NUMBER SHARES
CU _____________ ______________
COMMON STOCK COMMON STOCK
INTERNATIONAL FLAVORS & FRAGRANCES INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
CUSIP 459506 10 1
This Certifies that ___________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
is the owner of _______________________________________________________________
_______________________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
INTERNATIONAL FLAVORS & FRAGRANCES INC., transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney on
surrender of this certificate properly endorsed.
This certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated__________________________
/s/ /s/
- ---------------------------- ----------------------------
Secretary Chairman and President
----------------
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
(NEW YORK)
By TRANSFER AGENT
AND REGISTRAR
__________________________________
Authorized Signature
NOTE:
FOR EXPLANATION OF CERTAIN ABBREVIATIONS,
SEE REVERSE SIDE OF THIS CERTIFICATE
----------------
I F F
CORPORATE
SEAL
1909
NEW YORK
----
(c) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY
INTERNATIONAL FLAVORS & FRAGRANCES INC.
The Restated Certificate of Incorporation as amended includes the following
provisions:
"NINTH: * * *
"(4) Any director may be removed with cause by the affirmative vote of at
least two-thirds (2/3) of the whole Board of Directors of the Corporation or may
be removed with or without cause by the stockholders as provided in the By-laws
of the Corporation. Any vacancy in the Board of Directors of the Corporation
arising from any cause shall be filled for the unexpired portion of the term by
the affirmative vote of at least two-thirds (2/3) of the whole Board of
Directors or by the stockholders as provided in the By-laws of the Corporation."
* * *
"TENTH:
Each holder of any equity or voting shares, as such terms are defined in
Section 39 of the New York Stock Corporation Law, of any class of the
Corporation shall have the preemptive right to purchase equity or voting shares
of the Corporation or any shares, notes, debentures, bonds or other securities
convertible into or carrying options or warrants to purchase its equity or
voting shares, in any and all cases, notwithstanding the provisions of Section
39(4) of the New York Stock Corporation Law, except as may otherwise be
determined by the affirmative vote of at least two-thirds (2/3)of the whole
Board of Directors, and except that such preemptive right shall not apply upon
the issuance of equity or voting shares by the Corporation upon the exercise of
stock options or upon the surrender of scrip certificates outstanding as of the
date of this Restated Certificate of Incorporation."
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--.........Custodian.........
TEN ENT--as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN --as joint tenants with
right survivorship and Act...............
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
| |
| |
|_____________________________________|
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated__________________________
____________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
_______________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
------------
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Protection Rights Agreement, dated
as of February 20, 1990 (as such may be amended from time to time, the "Rights
Agreement"), between International Flavors & Fragrances Inc. (the "Company") and
The Bank of New York, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights may be redeemed, may be exchanged for shares
of Common Stock or other securities or assets of the Company, may expire, may
become void (if they are "Beneficially Owned" by an "Acquiring Person" or an
"Affiliate" or "Associate" thereof, as such terms are defined in the Rights
Agreement, or by any transferee of any of the foregoing) or may be evidenced by
separate certificates and may no longer be evidenced by this certificate. The
Company will mail or arrange for the mailing of a copy of the Rights Agreement
to the holder of this certificate without charge within five days after the
receipt of a written request therefor.