FIRST AMENDMENT TO THE AMENDED AND RESTATED
                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     This FIRST AMENDMENT to the AMENDED AND RESTATED SHAREHOLDER PROTECTION
RIGHTS AGREEMENT (this "Amendment"), is made as of March 9, 1999, between
International Flavors & Fragrances Inc., a New York corporation (the "Company"),
and The Bank of New York, a New York banking corporation, as Rights Agent (the
"Rights Agent"), which term shall include any successor Rights Agent hereunder).
All capitalized terms used herein and not otherwise defined in this Amendment
shall have the meanings set forth in the Shareholder Protection Rights Agreement
(as defined below), as amended by this Amendment.

     WHEREAS, the Company and the Rights Agent entered into a Shareholder
Protection Rights Agreement (the "Shareholder Protection Rights Agreement"),
dated as of February 20, 1990 (as amended and restated as of September 25,
1998); and

     WHEREAS, the Board of Directors has the authority pursuant to Section
5.4(iii) of the Shareholder Protection Rights Agreement to amend the Shareholder
Protection Rights Agreement in order to cure any ambiguity or to correct or
supplement any provision contained therein which may be inconsistent with any
other provisions therein or otherwise defective.

     NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.   The Shareholder Protection Rights Agreement is hereby amended by
          replacing the third clause of the definition of "Expiration Time"
          contained in Section 1.1 in its entirety with the following sentence:

               "(iii) the close of business on the tenth-year anniversary of the
               date hereof (February 20, 2000) and".

     2.   Except as amended hereby, all of the terms of the Shareholder
          Protection Rights Agreement shall remain and continue in full force
          and effect and are hereby confirmed in all respects.

     3.   THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS OF THE STATE OF NEW YORK AND APPLICABLE






          FEDERAL LAW WITHOUT REGARD TO CHOICE OF LAW RULES.

     4.   This Amendment may be executed in any number of counterparts and by
          the different parties hereto on separate counterparts, each of which,
          when so executed and delivered, shall be an original, but all the
          counterparts shall together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                                              INTERNATIONAL FLAVORS &
                                                   FRAGRANCES INC.


                                          By: /s/ STEPHEN A. BLOCK
                                              ----------------------------------
                                              Name: Stephen A. Block
                                              Title: Vice President & Secretary



                                              THE BANK OF NEW YORK,
                                                 as Rights Agent


                                          By: /s/ LESLIE A. DeLUCA
                                              ----------------------------------
                                              Name: Leslie A. DeLuca
                                              Title: Vice President