CERTIFICATE OF INCORPORATION
CYTEC INDUSTRIES INC.
FIRST: The name of the Corporation is Cytec Industries Inc. (hereinafter the "Corporation").
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act activity for which a corporation may be
organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").
FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is 95
million, consisting of 75 million shares of common stock, par value $0.01 per share (the "Common Stock"), and
20 million shares of preferred stock, par value $0.01 per share (the "Preferred Stock").
Shares of the Preferred Stock of the Corporation may be issued from time to time in one or more classes or
series, each of which class or series shall have such distinctive designation or title as shall be fixed by the Board of
Directors of the Corporation (the "Board of Directors") prior to the issuance of any shares thereof. Each such
class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such
preferences and relative, participating, optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or
series of Preferred Stock as may be adopted form time to time by the Board of Directors prior to the issuance of
any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws of the
State of Delaware. Except as set forth in such resolutions, or as otherwise may be required by law, the holders of
shares of Preferred Stock shall not have any voting rights.