THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cytec Industries Inc. (CYT)

3/17/2006 Proxy Information

In connection with the Surface Specialties acquisition, UCB paid us approximately $19,400,000 for certain preacquistion tax liabilities which were paid by the acquired Surface Specialties entities and as of December 31, 2005, UCB will be required to pay us approximately $8,000,000 for certain additional preacquisition tax liabilities payable in future periods. Additionally, as part of the acquisition, we entered into a number of transition service agreements pursuant to which UCB renders services to us, in various locations, for a period of time after the acquisition. Pursuant to these agreements, we paid approximately $11,700,000 to UCB in 2005 and for services rendered as of December 31, 2005, we will pay UCB an additional amount of approximately $800,000.

3/10/2005 Proxy Information

Mr. Fry served as Chairman (until his retirement in January 1999), President (until January 1997) and Chief Executive Officer (until May 1998) of Cytec Industries Inc.

3/18/2004 Proxy Information

MDP Holdings, Inc., an indirect wholly-owned subsidiary of Wyeth Holdings Corporation (the successor by name change to Cyanamid), owns 4,000 shares of the Company’s Series C Cumulative Preferred Stock, which Cyanamid obtained in connection with the spin-off of its chemicals business into Cytec Industries Inc. Aggregate liquidation and redemption value of the Series C Stock is $100,000. The Series C Stock, which is not transferable, gives MDP the right to elect one director (currently Mr. Hoynes) and contains certain restrictive covenants, violation of which would give the holder the right, among others, to approve capital expenditures and elect a majority of the Board. The Company may redeem the Series C Stock only after certain liabilities assumed from Cyanamid have been reduced below threshold levels and after the Company has achieved certain financial ratios for a set period of time.

In connection with the spin-off, financial responsibility for substantially all the liabilities of Cyanamid’s chemicals businesses was assumed by the Company. Under the spinoff agreements, the Company is required to establish an environmental oversight committee of the Board of Directors, currently consisting of three members, one of whom is the director appointed by MDP as holder of the Series C Preferred Stock. This committee reviews and approves the Company’s annual environmental remediation plan and reviews compliance with the plan and environmental administration standards and makes recommendations to the Board concerning, and reviews and approves proposed challenges to governmental requirements relating to, environmental liabilities assumed from Cyanamid. The Company must also pay an annual fee, approximately $149,000 in 2003, for oversight services rendered by Wyeth’s environmental affairs department.

3/4/2003 Proxy Information

MDP Holdings, Inc., an indirect wholly-owned subsidiary of Wyeth Holdings Corporation (the successor by name change to Cyanamid), owns 4,000 shares of the Company’s Series C Cumulative Preferred Stock, which Cyanamid obtained in connection with the spin-off of its chemicals business into Cytec Industries Inc. Aggregate liquidation and redemption value of the Series C Stock is $100,000. The Series C Stock, which is not transferable, gives MDP the right to elect one director (currently Mr. Hoynes) and contains certain restrictive covenants, violation of which would give the holder the right, among others, to approve capital expenditures and elect a majority of the Board. The Company may redeem the Series C Stock only after certain liabilities assumed from Cyanamid have been reduced below threshold levels and after the Company has achieved certain financial ratios for a set period of time.

In connection with the spin-off, financial responsibility for substantially all the liabilities of Cyanamid’s chemicals businesses was assumed by the Company. Under the spinoff agreements, the Company is required to establish an environmental oversight committee of the Board of Directors, consisting of two members, one of whom is the director appointed by MDP as holder of the Series C Preferred Stock. This committee reviews and approves the Company’s annual environmental remediation plan and reviews compliance with the plan and environmental administration standards and makes recommendations to the Board concerning, and reviews and approves proposed challenges to governmental requirements relating to, environmental liabilities assumed from Cyanamid. The Company must also pay an annual fee, approximately $320,000 in 2002, for oversight services rendered by Wyeth’s environmental affairs department.