II. Executive Income Continuity Plan:

III. Vacation Pay

IV. Stock Options and SARs

V. Performance Cash Awards.

VI. Deferred Stock Awards

VII. Supplemental Savings and Profit Sharing Plan

VIII. Incentive Compensation

IX. Consulting Agreement

X. Release

XI. Non-Competition Agreement

XII. Non-Disparagement Agreement

XIII. Miscellaneous

XIV. Acknowledgement and Certification

Roy Smith

VP, General Counsel & Secretary

Accepted and Agreed:

/s/ Steven C. Speak________________ 10/30/2009

Steven C. Speak Date

_X__ I elect to have my current benefits continue for the two year period specified in Section I.

____ I decline benefit continuation during the two year period specified in Section I.

Exhibit A

(as amended and restated October 15, 2009)

1. Purpose. The purpose of this Executive Income Continuity Plan (the "Plan") is to retain the services of executives in the senior management group of Cytec Industries Inc. (the "Company") 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.

The Plan, as amended and restated, is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations thereunder and related guidance issued by the Internal Revenue Service ("IRS").

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

(b) "Cause" shall mean (i) the willful and continued failure by a Participant substantially to perform such Participant's duties with the Company (other than any such failure resulting from such Participant's incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has not substantially performed such Participant's duties, or (ii) the willful engaging by the Participant in conduct demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the part of a Participant shall be considered "willful" unless done, or omitted to be done, by such Participant without reasonable belief that such Participant's 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 upon the occurrence of the one of the following events:

(d) "Company" shall mean Cytec Industries Inc. and, except for the purposes of Section 2(c) of the Plan, shall include any of its subsidiaries which employs Participants 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 (i) if the employment of a Participant is terminated by death, the date of such Participant's death, (ii) if the Participant retires, the date of such Participant's retirement, (iii) if such employment is terminated by the Company other than for Cause or other than as a result of Disability, the date specified in the Notice of Termination, (iv) if such employment is terminated for Disability, the date of such Participant's Disability, (v) if employment is terminated by the Participant for Good Reason, the date specified in the Notice of Termination, (vi) if the Participant's employment is terminated following a Change in Control, the date in the Notice of Termination, and (vii) otherwise shall be the last day of work.

(g) "Disability" shall mean that a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(h) "Good Reason" shall mean:

(i) "I.C. Plan" means the existing system of annual cash bonuses payable to Company employees (including Participants), 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. The Notice of Termination shall also include the date of termination.

(k) "Officers" shall mean the chairman, vice chairman, president, and any other person designated as an executive officer of Cytec Industries Inc. by resolution of the Board of Directors.

(l) "Participant" shall mean a person who is employed by the Company on a full-time basis (as reflected in the Company's payroll records) 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 of the Plan.

(m) "Prospective Change in Control" shall have the meaning as defined in Section 13(b) of the Plan.

(m) "Service", as used in Section 5 of this Plan, shall mean service as a full time employee of the Company (as reflected in the Company's payroll records) or one of its subsidiaries.

3. Membership. All Officers shall be Participants. The Compensation Committee may designate any other employee as a Participant. After an employee becomes a Participant, such employee's membership shall continue until the employee's death or retirement, termination of employment by the Company for Cause or Disability, or termination of employment by such Participant other than for Good Reason.

4. Termination of Employment. Each Participant shall be entitled to receive the income continuation payments provided for in Section 5 of the Plan upon termination of such Participant's employment, unless such termination is (a) because of the Participant's death, Disability or retirement, (b) by the Company for Cause, or (c) by such Participant for any reason (other than for Good Reason which occurs within 120 days prior to the termination); provided that, if Notice of Termination is given prior to a Change in Control, such Participant shall have signed and delivered, in form and substance satisfactory to the General Counsel, a one-year non-compete agreement, a non-disparagement agreement, and a waiver, effectively waiving all claims against the Company (including its directors, officers, employees and agents) arising out of such Participant's employment, other than claims for payment post-termination of employment under the terms of this Plan and employee benefit and compensation plans of the Company, such waiver, non-disparagement agreement and a non-compete agreement to be delivered no later than the later of thirty days following (i) the date of Notice of Termination, or (ii) written request therefor by the Company.

5. Income Continuation.

(a) Subject to the provisions of Section 7 of the Plan, upon the termination of employment, pursuant to Section 4 of the Plan, of a Participant, who is an Officer or who, on the Date of Termination, has at least one year of Service, the Company shall pay to the Participant the sum of the Participant's annual base salary at the rate in effect at the time Notice of Termination is given plus the Participant's Annual Bonus (excluding performance stock/cash awards) under the I.C. Plan based on such rate, in equal monthly installments over a 12 month period following the Date of Termination, subject to Subsections (c) and (d) of this Section; provided that in the case of Notice of Termination given after a Change in Control, such 12 month period shall be extended to 36 months and such amount shall be payable in a lump sum following the Date of Termination, subject to Subsections (c) and (d) of this Section. As used in this Section 5 of the Plan, "Annual Bonus" means the greater of (i) the annual target bonus under the I.C. Plan attributable to the Participant, or (ii) said annual target bonus times a fraction equivalent to the average percentage of said annual target bonus paid to said Participant for each of the two preceding fiscal years of the Company (or for such lesser period of time as such Participant participated in the I.C. Plan). Notwithstanding the foregoing, if termination occurred for Good Reason as specified in Section 2(h)(iii) or 2(h)(vi) of this Plan, the termination payments provided for in this Section 5(a) shall be calculated using the annual base salary and Annual Bonus as in effect immediately before the reduction of such annual base salary or Annual Bonus. (b) Subject to the provisions of Section 7 of the Plan, upon the termination of employment, pursuant to Section 4 of the Plan, of any other Participant, the Company shall pay to the Participant the sum of the Participant's annual base salary at the rate in effect at the time Notice of Termination is given plus the Participant's 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. Notwithstanding the foregoing, if termination occurred for Good Reason as specified in Section 2(h)(iii) or 2(h)(vi) of this Plan, the termination payments provided for in this Section 5(a) shall be calculated using the annual base salary and Annual Bonus as in effect immediately before the reduction of such annual base salary or Annual Bonus.(c) All payments under subsections (a) and (b) of this Section 5 of the Plan shall commence, or be paid, on the first business day of the seventh month after the Participant's Date of Termination. Payments that would have been made during the six-month period following the Participant's Date of Termination shall be paid to the Participant on the first business day of the seventh month after the Participant's Date of Termination, without interest.

(d) Notwithstanding anything in the Plan to the contrary, (i) no payment shall be made with respect to any period beyond the date of the Participant's 65th birthday (including the portion of the lump sum payment described in Subsection (a) that relates to installment payments that would have been made after the Participant attained age 65 if the Participant would have received installment payments rather than the lump sum payment), and (ii) 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 Participant and the Company or one of its subsidiaries, (y) any payments received by the Participant 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 and (z) any severance payments or termination payments received by the Participant from the Company or any of its direct or indirect subsidiaries required under the local laws of any country other than the United States. Payment that cannot otherwise be made to the Participant prior to the Participant's 65th birthday as a result of the six-month delay described in Subsection (c) of this Section shall be paid to the Participant on the first business day of the seventh month after the Participant's Date of Termination, without interest.

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

(a) All relocation payments described in Section 2(h)(v) of the Plan and all legal fees and expenses incurred by the Participant as a result of such 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 Code 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 the Participant in seeking comparable employment with another employer to the extent not otherwise reimbursed to the Participant, 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 Participant pursuant to Section 5 or Section 6 of the Plan if such Participant engages in the operation or management of any business anywhere in the world, 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 Participant was involved during the last two years of the Participant's employment by the Company. Ownership by such Participant 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 Participant a "stockholder" within the meaning of that term as used in this Section 7 of the Plan.

8. Maintenance of Other Benefit Plans. For a period of two (2) years following a Participant's Date of Termination, the Company shall maintain in full force and effect, for the continued benefit of each Participant entitled to receive, or who received, payments pursuant to Section 5 of the Plan, comprehensive medical and dental insurance, group life insurance, and financial planning and tax preparation and counseling services (but not including disability coverage) on the same basis as such Participant participated immediately prior to the Date of Termination, and further provided that if the Participant's continued participation is not permitted under the general terms and provisions of such plans and programs or applicable law, the Company shall provide equivalent benefits.

9. No Mitigation. No Participant 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 Participant as the result of employment by another employer, by retirement benefits or by offset against any amount claimed to be owed by the Participant 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 Participant at the address on the records of the Company for such Participant, or if and when mailed by registered mail, postage prepaid, return receipt requested, addressed to the Company or the Participant to be notified at such address. Either the Company or any Participant may, by notice to the other, change its address for receiving notices.

12. Funding. All payments provided for under this Plan for Participants (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 Participant's employment except for termination where a Participant not be entitled to income continuation payments as provided in Section 4 and except as provided in Section 7 of the Plan.

13. Amendment and Termination.

(a) The Board of Directors may at any time or from time to time amend or terminate this Plan. 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 Participants as of the date of such Change in Control (including those who have retired).

(b) In addition, no amendment or termination made within one year before a Change in Control and made while a Prospective Change in Control is pending may adversely affect any benefit that might at any time be or become owing hereunder to a person who, immediately prior to the commencement of such Prospective Change in Control, was a Participant, without the consent of such person (other than a benefit to any such person who is the person, or part of the group, making the offer, or negotiating to make the offer, which constitutes the Prospective Change in Control). As used herein, the term "Prospective Change in Control" means (i) any offer presented, directly or indirectly, to the Board of Directors of the Company which, if consummated, would constitute a Change in Control, or (ii) any negotiation with the Board of Directors or any committee or representative thereof to make such an offer (including the unilateral announcement of the terms on which such an offer would be made).

14. Claim and Appeal Procedure. This Section 14 of the Plan shall not apply after there has been a Change in Control.

The Company shall appoint a person or persons to adjudicate claims and appeals under the Plan (the "Administrator"). The Administrator shall provide adequate notice in writing to any Participant or to any beneficiary (the "Claimant") whose claim for benefits under the Plan has been denied. The Administrator's notice to the Claimant shall set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions upon which the Administrator based its denial;

(c) A description of any additional material and information that is needed;

(d) That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Administrator within seventy-five (75) days after receipt of the Administrator's notice of denial of benefits. The Administrator's notice must further advise the Claimant that the Claimant's failure to appeal the action to the Administrator in writing within the seventy-five (75) day period will render the Administrator's determination final, binding and conclusive; and

(e) The name and address to whom the Claimant may forward an appeal.

If the Claimant should appeal to the Administrator, the Claimant, or the Claimant's duly authorized representative, may submit, in writing, whatever issues and comments the Claimant or the Claimant's duly authorized representative feels are pertinent. The Claimant, or the Claimant's duly authorized representative, may review pertinent Plan documents. The Administrator shall re-examine all facts to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Administrator shall advise the Claimant of its decision within sixty (60) days of the Claimant's written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the sixty (60) day limit unfeasible, but in no event shall the Administrator render a decision respecting a denial for a claim of benefits later than one hundred twenty (120) days after its receipt of a request for review. The Administrator's notice to the Claimant shall set forth:

(ii) Specific references to pertinent Plan provisions upon which the Administrator based its denial;

(iii) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's claim; and

(iv) A statement that the Claimant has a right to bring a civil action under Section 502(a) of ERISA.

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

16. 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.

_/s/ Roy Smith__________________ 10/16/2009

ROY SMITH DATE

_/s/Marilyn R. Charles____________ 10/21/2009

MARILYN R. CHARLES DATE

Exhibit B

THIS CONSULTING AGREEMENT is made as of the 1st day of November, 2009, between Cytec Industries Inc., a Delaware corporation, whose address is Five Garret Mountain Plaza, West Paterson, New Jersey, 07424 ("Client"), and Steven C. Speak ("Consultant").

W I T N E S S E T H:

The parties hereto mutually agree as follows:

1. Client retains Consultant on the terms and conditions hereinafter stated as consultant and advisor to Client with respect to management of all aspect of Client's engineered materials business. Consultant agrees to act as such consultant and advisor and to perform any requested services in a professional and efficient manner. Consultant agrees to schedule Consultant's hours and devote such time to the performance of services hereunder as is necessary to perform the services requested by Client provided Consultant shall not be obligated to provide more than 40 hours of service for Client in any calendar month. The expectation is that all services to be rendered hereunder by Consultant shall be rendered at Consultant's principal place of business although isolated instances of travel to Client's principal place of business or to the office of a customer of Client or to a lawyer's office or courtroom in the case of any litigation involving Client may be required.
2. The term of this Agreement shall commence on November 1, 2009, and shall continue through October 31, 2010 except as set forth below. Consultant may terminate this agreement at any time upon one week advance written notice. Client may terminate this agreement at any time upon one week advance written notice if Consultant is unable to provide services hereunder as a result of Consultant's death, disability or acceptance of full-time employment.
3. Client shall pay Consultant for his services hereunder $15,000 per month while this Agreement remains in effect whether or not any services are utilized in a month. Payment shall be made in arrears, and shall be prorated in the case of less than a full month. In addition, Client shall reimburse Consultant for such reasonable out-of-pocket traveling and living expenses (including reimbursement for economy class travel and accommodations, but excluding cost of travel between Consultant's place of business and Client's facilities located within fifty (50) miles of Consultant's place of business), as Consultant shall incur while away from Consultant's principal place of business on business for, and at the request of, Client. Consultant agrees to invoice Client monthly for any reimbursable expenses incurred, including such supporting documentation as may be reasonably requested by Client. Payment against such invoices shall be due within 20 days of the date of invoice.
4. Consultant is engaged by the Client only for the purposes and to the extent set forth in this Agreement and, accordingly, nothing in this Agreement shall be considered to create the relationship of employer/employee between Client and Consultant. In performing services hereunder, Consultant shall function as an independent contractor and not as an employee or agent of Client. Consultant shall be solely and unconditionally responsible for any and all city, state and federal income taxes, social security withholding taxes, and any other self-employment tax obligation relating to the income which Consultant may derive from this Agreement. Client and Consultant shall report any and all payments made by Client pursuant to this Agreement to the appropriate governmental agencies in a manner consistent with Consultant's status as an independent contractor. Consultant's services hereunder shall not qualify for participation in any plans, arrangements or distributions by Client pertaining to, or in connection with, any pension, stock, bonus, profit-sharing, welfare or similar benefit plan offered by Client to its employees, and Consultant specifically waives any claims to any such benefits. Consultant shall have no right or power to enter into any contract or commitment on behalf of Client.
5. If Consultant performs services at Client' premises, or at Client's direction, the premises of others, Consultant shall comply with all rules and regulations of such premises, including, but not limited to, Client's policies for the maintenance of a drug free work environment for its employees.
6. This Agreement and the Retirement Agreement between the parties dated as of October 27, 2009 constitutes the entire understanding between the parties hereto relating to the subject matter hereof and may be amended only by a written instrument executed by both parties and specifically stating that it is an amendment of this Agreement.
7. Any notice or request expressly provided for or permitted under this Agreement shall be in writing, shall be given either manually or by mail, facsimile message or other written means and shall be deemed sufficiently given if and when received by the party to be notified at its address first set forth in this Agreement or if and when mailed by registered or certified mail, postage prepaid, addressed to such party at such address. Either party may, by notice to the other, change its address for receiving such notices and requests.
8. EXHIBIT A, which is attached hereto, is hereby made a part of this Agreement.
9. This Retirement Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. The parties agree that any and all disputes arising under this Agreement are to be resolved exclusively by courts sitting in New Jersey. Each party irrevocably consents to the jurisdiction of such courts and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such party is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Retirement Agreement may not be enforced in or by such court.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

CYTEC INDUSTRIES INC.

__________________________ By:________________________

Name: Name:

Title:

E X H I B I T A

Attached hereto and constituting part of the Agreement made as of October 29, 2009, by and between CYTEC INDUSTRIES INC. ("Client") and Steven C. Speak ("Consultant").

* * * * * *

A. Consultant understands that in the performance of Consultant's services hereunder Consultant may obtain knowledge of "confidential information", as hereinafter defined, relating to the business of Client (or any of its subsidiary or affiliated companies). As used herein, "confidential information" means any information (including, without limitation, any formula, pattern, device, plan, process or compilation of information) which

1. is, or is designed to be, used in the business of Client (or any of its subsidiary or affiliated companies) or results from its or their research and/or development activities,
2. is private or confidential in that it is not generally known or available to the public and
3. gives Client (or any of its subsidiary or affiliated companies) an opportunity to obtain an advantage over competitors who do not know or use it. Consultant shall not, without the written consent of an officer of Client, either during the term of this Agreement or thereafter,

1. use or disclose any such confidential information outside Client (or any of its subsidiary or affiliated companies),

Client shall make payments at reasonable hourly rates to Consultant for time actually spent by Consultant in the foregoing activities at the request of Client, if such activities occur after termination of this Agreement.