NUMBER IFF[LOGO] SHARES
CU
COMMON STOCK COMMON STOCK
INTERNATIONAL FLAVORS & FRAGRANCES INC.
-----INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK.-----
CUSIP 459506 10 1
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This Certifies that
is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
[CERTIFICATE OF STOCK]
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 property 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/ STEPHEN C. BLOCK /s/ RICHARD A. GOLDSTEIN
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Stephen C. Block Richard A. Goldstein
Secretary Chairman
NOTE:
FOR EXPLANATION OF CERTAIN ABBREVIATIONS, SEE REVERSE SIDE OF THIS CERTIFICATE
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK
(NEW YORK) TRANSFER AGENT
BY AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE>
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 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 entireties (Case) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts
survivorship and not as tenants to Minors Act.......
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
INDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
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------------------------------------------------------------------------- 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 _________________________
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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:
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THE SIGNATURES(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 Rights Agreement, dated as of March 21, 2000
(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 become exercisable for securities or assets of
the Company or securities of another entity, 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 or 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 after the receipt of a written
request therefor.
