Executive Income Continuity Plan

 CYTEC INDUSTRIES INC.

                  Executive Income Continuity Plan

               As Revised through October 17, 1996  

     1.   Purpose.  The purpose of this Executive Income Continuity
Plan (this Plan) is to retain the services of executives in the
senior management group of Cytec Industries Inc. and its
subsidiaries and to reinforce and encourage the continuing
attention, dedication and loyalty of these executives without the
distraction of concern over the possibility of involuntary or
constructive termination of employment resulting from unforeseen
developments, by providing income continuity for a limited period.

     2.   Definitions.  Unless the context otherwise requires, the
following terms shall have the meanings respectively indicated:

          (a) "Board of Directors" shall mean the board of
     directors of Cytec Industries Inc.

          (b) "Cause" shall mean (A) the willful and continued
     failure by a Plan Member substantially to perform his duties
     with the Company (other than any such failure resulting from
     his incapacity due to physical or mental illness), after a
     demand for substantial performance is delivered to him by the
     Company which specifically identifies the manner in which the
     Company believes that he has not substantially performed his
     duties, or (B) the willful engaging by him in conduct
     demonstrably injurious to the Company.  For purposes of this
     definition, no act, or failure to act, on the part of a Plan
     Member shall be considered "willful" unless done, or omitted
     to be done, by him without reasonable belief that his action
     or omission was in the best interests of the Company and was
     lawful.

          (c) A "Change in Control" shall be deemed to have
     occurred if:  (i) any "person", as such term is used in
     Sections 13(d) and 14(d) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act") (other than the Company,
     any trustee or other fiduciary holding securities under an
     employee benefit plan of the Company, or any company owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions as their ownership of stock
     of the Company), is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of the Company representing 20% or
     more (except as specifically provided below) of the combined
     voting power of the Company's then outstanding securities; or
     (ii) there occurs any transaction or action which results in
     the individuals who at the beginning of a period commencing 24

hours prior to the commencement of the transaction were members of the
Board of Directors, together with individuals subsequently elected to the
Board upon the recommendation of a majority of the continuing directors,
ceasing to constitute at least a majority thereof; or (iii) the stockholders
or the Board of Directors of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation (including
any such transaction in which the Company is the surviving corporation), or to
sell or otherwise dispose of all or substantially all of its assets, or to
adopt a plan of liquidation of the Company.  
                                                                     
Notwithstanding clause (i) above, beneficial ownership by a financial
institution of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities shall
not constitute a Change in Control if, at the first Board of Directors
meeting occurring five days or more after the Company receives written notice
of such event, and prior to the occurrence of an event described in clause (ii)
above, the Board of Directors adopts a resolution to the effect that such
ownership does not constitute a Change in Control; provided that (x) such a
resolution shall not remain in effect for any further five percent (5%)
increase in such financial institution's beneficial ownership, unless the
Board of Directors so determines in accordance with a further resolution
adopted by the Board of Directors in accordance with the procedures set forth
in this sentence, (y) such resolution may be revoked by the Board of
Directors at any time, and (z) the Board of Directors may place any
additional or more stringent conditions on its determination that such event
does not constitute a Change in Control.

          (d) "Company" shall mean Cytec Industries Inc. and, except for the
purposes of paragraph (c) of this Section, shall include any of it
subsidiaries which employs members of this Plan.

          (e) "Compensation Committee" shall mean the Compensation and
Management Development Committee as constituted from time to time of the Board
of Directors, or such other body as shall have similar authority and
responsibility.

          (f) "Date of Termination" shall mean (A) if the
     employment of a Plan Member is terminated by his death, the
     date of his death, (B) if such employment is terminated by his
     Retirement, the date of such Retirement, (C) if such
     employment is terminated for Disability, upon the expiration
     of his continuous service credits as determined by the
     Company, (D) if his employment is terminated by him for Good
     Reason, the date specified in the Notice of Termination, and
     (E) if his employment is terminated for any other reason, the
     date on which Notice of Termination is given; provided that if
     within 30 days after any Notice of Termination is given the
     party receiving such notice notifies the other party that a
     dispute exists concerning the termination, the Date of

     Termination shall be the date on which the dispute is finally
     resolved, either by mutual written agreement of the parties or
     by a final judgment, order or decree of a court of competent
     jurisdiction (the time for appeal therefrom having expired and
     no appeal having been perfected).

          (g) "Disability" shall mean inability of a Plan Member
     due to sickness or injury to perform the duties pertaining to
     his occupation with the Company, as determined in accordance
     with the Company's Long-Term Disability Plan and personnel
     policies.

          (h) "Good Reason" shall mean:

               (A) a change in assignment resulting in the
          assignment to a Plan Member of substantially reduced
          responsibilities compared with those assigned to him
          prior to such change, or any change in his status,
          authority or position which represents a demotion (actual
          or de facto) from his status, authority or position
          immediately prior to such change, except in connection
          with the termination of his employment because of death
          or Retirement, by the Company for Disability or Cause, or
          by him other than for a Good Reason enumerated in any of
          the following subparagraphs of this Paragraph (h); 

               (B) the assignment to a Plan Member of duties
          inconsistent with his responsibilities prior to such
          assignment, unless such new duties are consistent with a
          position of equal or greater status, authority, and
          position;

               (C) a reduction in the base salary of a Plan Member
          as the same may be increased from time to time;

               (D) a failure to continue the I.C. Plan (or a plan        
providing substantially similar benefits) as the same may be modified from
time to time but in a form not less favorable than as of the date of adoption
of this Plan, or a failure to continue a Plan Member as a participant
in the I.C. Plan on a basis consistent with the basis on which the I.C. Plan
is administered as of such date;

               (E) a failure to pay a Plan Member any portion of
          his current or deferred compensation within seven (7)
          days of the date such compensation is due;

               (F) the relocation of the principal executive
          offices of the Company to a location more than 50 miles
          from the location of the present executive offices or
          outside of New Jersey, or requiring a Plan Member to be
          based anywhere other than the principal executive offices
          (or, if a Plan Member is not based at such executive
          offices, requiring such Plan Member to be based at
          another location not within 25 miles of such location)

          except for required travel on business to an extent
          substantially consistent with his duties and
          responsibilities, or in the event of consent to any such
          relocation of the base location of a Plan Member the
          failure to pay (or provide reimbursement for) all
          expenses of such Plan Member incurred relating to a
          change of principal residence in accordance with the
          applicable personnel policies of the Company in effect as
          of the date of adoption of this Plan;

               (G) the failure to continue in effect any benefit or
          compensation plan (including but not limited to the
          Retirement Plan, the Long-Term Disability Plan, the I.C.
          Plan, stock option and performance stock/cash features of
          the 1993 Stock Award and Incentive Plan (or of any
          subsequent and/or substitute plan)), the Employees
          Savings and Profit Sharing Plan (including the
          Supplemental Savings and Profit Sharing Plan), pension
          plan (including but not limited to, the Supplemental,
          Executive Supplemental, and Excess Retirement Plans),
          life insurance plan, health and accident plan, disability
          or vacation plan in which a Plan Member is participating,
          or the taking of any action which would adversely affect
          participation (including the Plan Member's eligibility to
          participate, the amount of his benefits, and the level of
          his participation relative to other participants) in or
          materially reduce benefits under any of such plans, or
          the failure to fund any  "Rabbi Trust" created for the
          payment of any of the foregoing benefits, when, and to
          the extent, required by the terms  of any such trust,
          unless such action is required pursuant to law or unless
          substantially similar benefits are continued in the
          aggregate under other plans, programs or arrangements;

               H) the failure to obtain the assumption of or an
agreement to carry out the terms of this Plan by any successor as
contemplated in Section 10; or

               (I) any purported termination of a Plan Member's          
employment which is not effected pursuant to a Notice of Termination as
herein defined.

          (i) "I.C. Plan" means the existing system of annual cash
bonuses payable to Company employees (including Plan Members), pursuant to
which annual target bonuses are established based upon job levels and payments
of bonuses as a percentage of such targets are made based upon Company,
business group and individual performance.

          (j) "Notice of Termination" shall mean a notice which
     indicates the specific basis for termination of employment
     relied upon and shall set forth in reasonable detail the facts
     and circumstances claimed to provide such basis.

          (k) "Plan Member" shall mean a person who is employed by the
Company on a full-time basis and for a regular fixed compensation (other than on
a retainer or compensation for temporary employment) and who is included
in the membership of  this Plan as provided in Section 3.

          (l) "Officers" shall mean the chairman, any vice chairman,
president, and any vice president of Cytec Industries Inc. chosen by the
Board of Directors.

          (m) "Retirement" shall mean termination of employment in   
accordance with the provisions of the Retirement Plan; provided,
however, that termination of employment by a Plan Member before his Normal
Retirement Date (as defined in such Plan) for Good Reason shall not be deemed
to be Retirement for purposes of this Plan even though such Plan Member may
be eligible for and elect to receive retirement benefits thereunder.

          (n) "Retirement Plan" means any qualified defined benefit
     pension plan of the Company or its subsidiaries under which
     the Plan Member has accrued a retirement benefit (whether or
     not vested).

          (o) "Service", as used in Section 5 of this Plan, shall
     mean service as a full time employee of the Company or one of
     its subsidiaries and, in the case of any person who became
     such an employee on January 1, 1994, shall include any period
     of service ending December 31, 1993 as a full time employee of
     American Cyanamid Company or one of its subsidiaries.

          (p) "Special Change in Control" shall have the same
     meaning as "Change in Control" except that the reference to
     "20%" in clause (i) of the definition of "Change in Control"
     shall be replaced with "50%".

     The masculine pronoun wherever used herein shall include the
feminine except as the context specifically indicates.

     3.   Membership.  All Officers shall be Plan Members.  The
Compensation Committee may designate any other employee as a Plan
Member.  After an employee becomes a Plan Member, his membership
shall continue until his death or Retirement, termination of his
employment by the Company for Cause or Disability, or termination
of his employment by such Plan Member other than for Good Reason.

     4.   Termination of Employment.  Each Plan Member shall be
entitled to receive the income continuation payments provided for
in Section 5 upon termination of his employment, unless such
termination is (a) because of his death, Disability or Retirement,
(b) by the Company for Cause, or (c) by such Plan Member other than
for Good Reason.

      5.   Income Continuation.  (a) Subject to the provisions of
Section 7, upon termination of the employment pursuant to Section 4
of a Plan Member who is an Officer or who, on the Date of
Termination, has at least one year of Service, the Company shall
pay to him the sum of his annual base salary at the rate in effect
at the time Notice of Termination is given plus his Annual Bonus
(excluding Performance Stock/Cash Awards) under the I.C. Plan based
on such rate, in equal monthly installments over a period of 12
months following the Date of Termination; provided that in the case
of Notice of Termination given after a Change in Control, the
payments shall consist of twice his annual base salary plus twice
his Annual Bonus, payable over a 24 month period; and provided
further that in the case of Notice of Termination given after a
Special Change in Control, the payments shall consist of twice his
annual base salary plus twice his Annual Bonus, payable in a single
lump sum payment at the time of the Notice of Termination.  As used
in this Section 5, "Annual Bonus" means the greater of (i) the
annual target bonus under the I.C. Plan attributable to the Plan
Member or (ii) said annual target bonus times a fraction equivalent
to the average percentage of said annual target bonus paid to said
Plan Member for each of the two preceding fiscal years of the
Company (or for such lesser period of time as such Plan Member
participated in the I.C. Plan).  

     (b) Subject to the provisions of Section 7, upon termination
of the employment pursuant to Section 4 of any other Plan Member,
the Company shall pay to him the sum of his annual base salary at
the rate in effect at the time Notice of Termination is given plus
his Annual Bonus (excluding Performance Stock/Cash Awards) under
the I.C. Plan based on such rate, in equal monthly installments
over a period of 12 months following the Date of Termination;
provided that in the case of Notice of Termination given after a
Special Change in Control, the payments shall be payable in a
single lump sum payment at the time of the Notice of Termination.

     (c) Except for the lump sum payments, which shall be paid
immediately as provided above, all payments under paragraphs (a)
and (b) shall be made on the first day of each month commencing
with the first day of the first month after  the Date of
Termination.  Notwithstanding the foregoing, (i) no payment shall
be made with respect to any period beyond the date of a Plan
Member's 65th birthday, (ii) no payment shall be made with respect
to any period (A) beyond the date of a Plan Member's 60th birthday,
or (B) (if Notice of Termination is given prior to a Change in
Control) beyond such earlier date as such Plan Member retires under
the Executive Supplemental Employees' Retirement Plan, if, in
either case, such Plan Member is a full member of such plan and is
entitled to retire on such date without having his benefits
thereunder reduced by an early retirement discount, and (iii) 
there shall be deducted from any payments required hereunder (x)
any payments made with respect to any required notice period under
any employment agreement between a Plan Member and the Company or
one of its subsidiaries and (y)  any payments received by the Plan
Member under the Company's Long Term Disability Plan or under any
short term disability plan or program of the Company during the
period with respect to which income continuation is computed
hereunder.

     6.   Other Payments.  Subject to the provisions of Section 7,
upon termination of the employment of a Plan Member pursuant to
Section 4, the Company shall, in addition to the payments provided
for in Section 5, pay to him:

          (a) all relocation payments described in Section 2(h)(F)and
all legal fees and expenses incurred by him as a result ofsuch termination
(including all such fees and expenses, if any, incurred in contesting or
disputing any such termination or in seeking to obtain or enforce any
right or benefit provided by this Plan or in connection with any tax audit or
proceeding to the extent attributable to the application of Section 4999 of
the Internal Revenue Code of 1986, as amended, to any payment or benefit
provided hereunder); and 

          (b) during the period of two years following the Date of   
Termination, all reasonable expenses incurred by him in seeking comparable
employment with another employer to the extent not otherwise reimbursed to
him, including, without limitation, the fees and expenses of a reputable out
placement organization, and reasonable travel, telephone and office
expenses.

     7.   Competitive Employment.  The Company, at its option, may
discontinue any payments being made to any Plan Member pursuant to
Section 5 or Section 6 if such Plan Member engages in the operation
or management of any business in the United States of America,
whether as owner, stockholder, partner, officer, consultant,
employee or otherwise, which at such time is in competition with
any business of the Company in any field with which such Plan
Member was involved during the last two years of his employment by
the Company.  Ownership by such Plan Member of five percent or less
of the shares of stock of any company listed on a national
securities exchange or having at least 100 stockholders shall not
make such Plan Member a "stockholder" within the meaning of that
term as used in this Section.

     8.   Maintenance of Other Benefit Plans.  The Company shall
maintain in full force and effect, for the continued benefit of
each Plan Member entitled to receive payments pursuant to Section
5, for two years following his Date of Termination, all employee
benefit plans and programs or arrangements (including Comprehensive
Medical and Dental Insurance, Group Life Insurance, and Financial
Planning and Tax Preparation and Counseling Services, but not
including disability) in which he was entitled to participate at
the time the Notice of Termination was given, provided that if his
continued participation is not permitted under the general terms
and provisions of such plans and programs, the Company shall
provide equivalent benefits.

      9.   No Mitigation.  No Plan Member shall be required to
mitigate the amount of any payment provided for under this Plan by
seeking other employment or otherwise, nor shall the amount of any
payment so provided for be reduced by any compensation earned by
any Plan Member as the result of employment by another employer, by
retirement benefits or by offset against any amount claimed to be
owed by him to the Company.

     10.  Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and assets
of the Company, by a written agreement, to expressly assume and
agree to carry out the provisions of this Plan in the same manner
and to the same extent that the Company would be required to carry
them out if no such succession had occurred.

     11.  Notice.  Any notice expressly provided for under this
Plan shall be in writing, shall be given either manually or by
mail, telegram, telex, telefax or cable, and shall be deemed
sufficiently given, if and when received by the Company at its
offices at 5 Garret Mountain Plaza, West Paterson, New Jersey 07424
Attention:  Secretary, or by any Plan Member at his address on the
records of the Company, or if an when mailed by registered mail,
postage prepaid, return receipt requested, addressed to the Company
or the Plan Member to be notified at such address.  Either the
Company or any Plan Member may, by notice to the other, change its
address for receiving notices.

     12.  Funding.  All payments provided for under this Plan for
Plan Members (including those who have retired) shall not be funded
or secured, and no trust shall be created hereunder.  Payments
under the Plan shall become fully vested and nonforfeitable upon
the termination of a Plan Member's employment except for
termination where a Plan Member would not be entitled to income
continuation payments as provided in Section 4 and except as
provided in Section 7. 

     13.  Amendment and Termination.  The Board of Directors may at
any time or from time to time amend or terminate this Plan;
provided, however, that no such amendment or termination may
adversely affect any vested benefits hereunder; and, provided
further, that after a Change in Control, this Plan may not be
amended or terminated without the consent of all persons who were
Plan Members as of the date of such Change in Control (including
those who have retired).

     14.  Governing Law.  This Plan, and the rights and obligations
of the Company and the Plan Members hereunder, shall be construed
and governed in accordance with the law of the State of New Jersey.

     15.  Partial Invalidity.  If any provision of this Plan is
determined to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the remaining provisions of this
Plan, which shall remain in effect in accordance with its terms. 

Basic Info X:

Name: Executive Income Continuity Plan
Type: Executive Income Continuity Plan
Date: Nov. 12, 1996
Company: CYTEC INDUSTRIES INC/DE/
State: Delaware

Other info:

Date:

  • October 17 , 1996 1
  • January 1 , 1994
  • December 31 , 1993
  • first day of the first month
  • 65th birthday
  • last two years

Organization:

  • first Board of Directors
  • Compensation and Management Development Committee
  • Cytec Industries Inc.
  • American Cyanamid Company
  • Date of Termination
  • Comprehensive Medical and Dental Insurance , Group Life Insurance
  • Tax Preparation and Counseling Services
  • Notice of Termination
  • State of New Jersey

Location:

  • United States of America
  • Garret Mountain Plaza
  • West Paterson
  • New Jersey

Percent:

  • 5 %
  • 20 %
  • 50 %