[As amended 1/25/99]
RULES OF GENERAL APPLICATION UNDER
THE CYTEC INDUSTRIES INC. 1993
STOCK AWARD AND INCENTIVE PLAN
Rule 1. This Rule applies to Performance Stock Awards and related Performance Cash Awards granted to
Executive Officers of the Corporation by the Compensation and Management Development Committee (the
"Committee") with respect to the 1999, 2000 and 2001 Performance Periods.
(a) Definitions. As used in this Rule, the following terms shall have the following respective meanings;
(i) "Performance Period" means January 1-December 31, 1999, January 1- December 31, 2000 or January 1-
December 31, 2001, as the context requires.
(ii) "Plan" means the 1993 Stock Award and Incentive Plan of the Corporation.
(iii) Terms defined in the Plan and used, but not defined, in this Rule shall have the respective meanings ascribed
thereto in the Plan.
(b) Payout Targets - Performance Stock Awards. Subject to paragraph (e) below ("Deferred Stock Awards"),
and subject to the terms of the Performance Stock Award and Performance Cash Award Grant Letters,
restrictions on Performance Stock Awards shall lapse if and to the extent that the EPS performance targets set
forth in a separate document (hereinafter called the "Target Document") entitled "Performance Stock/Cash
Awards - 1999, 2000, 2001 Performance Periods - Executive Officers" are met. The Target Document shall be
identified by the signature of the Secretary to the Committee and filed with the records of the Committee.
(c) Payout Targets - Performance Cash Awards. Subject to paragraph (e) below, and subject to the terms of the
Performance Stock Award and Performance Cash Award grant letters, recipients of Performance Stock Awards
shall be paid cash bonuses, called Performance Cash Awards, which shall be in amounts awarded by the
Committee and shall vest at the same time as the related Performance Stock Award becomes nonforfeitable,
based on attainment of EPS, Cash Flow and (for the year 2000 and 2001 Performanc