Exhibit 10.2(k) to
                                                      Annual report on Form 10-K
                                                       for year ended 12/31/2006


             CYTEC EXECUTIVE SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
                         (As amended February 28, 2007)

         Effective as of January 1, 1994, Cytec Industries Inc. (the "Company)
hereby establishes the Cytec Executive Supplemental Employees' Retirement Plan
(the "Plan"). The Plan is intended to constitute an unfunded pension plan
maintained primarily for a select group of management or highly compensated
employees which is exempt from Parts 2, 3, and 4 of Title I of the Employee
Retirement Income Security Act of 1974, as amended. The Plan is not a qualified
plan under the Code and benefits are paid by or on behalf of the Company.
         The Plan replaces the American Cyanamid Company and Subsidiaries
Supplemental Employees' Retirement Plan (the "Cyanamid SERP") for those
employees of the Company who were covered by the Cyanamid SERP on December 31,
1993. Pursuant to the Transfer and Distribution Agreement dated December 17,
1993 between American Cyanamid Company and Cytec Industries Inc., the Plan
assumed the liabilities attributable to employees of the Company covered by the
Cyanamid SERP on December 31, 1993 who became employees of the Company on
January 1, 1994.


<PAGE>

                                    ARTICLE I
                                   Definitions

         1.1 "Actuarial Equivalent" means an amount or benefit of equal value
based on the interest rate used by the Pension Benefit Guaranty Corporation for
purposes of determining the present value of lump sum distributions on plan
terminations, as the same is in effect from time to time, and the 1971 TPF&C
Forecast Mortality Table (or, at the discretion of the Pension Administration
Committee, the most recent version of such table) with employee ages set back
one year and beneficiary ages set back five years.
         1.2 "Company" means Cytec Industries Inc.
         1.3 "Board of Directors"  means the Board of Directors of Cytec
Industries Inc.
         1.4 "Cause" means (a) the willful and continued failure by a Member
substantially to perform his duties with the Employer (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 Employer which
specifically identifies the manner in which the Employer believes that he has
not substantially performed his duties, or (b) the willful engaging by him in
conduct demonstrably injurious to the Employer. For purposes of this definition,
no act, or failure to act, on the part of the Member shall be considered


                                       2
<PAGE>


"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 Employer and was
lawful.
         1.5 "Change in Control" has the same meaning as under the Employees'
Retirement Plan.
         1.6 "Compensation Committee" means the Compensation and Management
Development Committee of the Board of Directors.
         1.7 "Compensation" means base compensation as defined in the Employees'
Retirement Plan plus actual cash bonuses paid to a Member pursuant to the IC
Plan up to 1/3 of base Compensation, except to the extent Section 3.1 requires
use of Target ICP, without consideration of the limit on compensation under
Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, and
including all Compensation which would have otherwise been paid but for the fact
that receipt is deferred to a subsequent year; provided, however, that deferred
Compensation paid in a subsequent year shall not again be included as
Compensation for purposes of computing benefits hereunder and; provided further
that for purposes of determining Compensation for the year of a Member's
termination of employment, for the year that the Member commences Plan Benefits
on account of Total and Permanent Disability, and for any projected Years of
Service, reference to a Member's "salary or wages"(in Section 1.14 of the
Employees' Retirement Plan) at September 1 or at the "prior September 1" shall
be deemed to refer, instead, to a Member's final salary rate immediately prior
to termination of employment.


                                       3
<PAGE>


         1.8 "Cyanamid Excess Plan" means the American Cyanamid Company and
Subsidiaries ERISA Excess Retirement Plan as in effect on December 31, 1993.
         1.9 "Cyanamid SERP" means the American Cyanamid Company and
Subsidiaries Supplemental Employees Retirement Plan as in effect on December 31,
1993.
         1.10 "Eligible Employee" means any person elected as an Officer prior
to April 1, 2007 and any other key person who was employed by an Employer who
was elected as a Member prior to April 1, 2007.
         1.11 "Employees' Retirement Plan" means the Cytec Salaried and
Nonbargaining Employees' Retirement Plan, as amended from time to time.
         1.12 "Employer" means the Company, D Aircraft Products, Inc., Cytec
Engineered Materials Inc., any successor thereto, and any of the Company's
subsidiaries which adopts the Plan with the consent of the Board of Directors.
         1.13 "Excess Plan" means the Cytec Excess Retirement Benefit Plan.
         1.14 "Executive Committee" means the Executive Committee of the Company
as provided for in the resolutions adopted by the Board of Directors.
         1.15 "Good Reason" has the same meaning as under the Executive Income
Continuity Plan.

                                       4
<PAGE>


         1.16 "Grandfathered Participant" means an Eligible Employee included on
the Grandfathered Participant Schedule adopted by the Compensation Committee who
(a) had an accrued benefit under the Cyanamid SERP on December 31, 1993, or (b)
the Compensation Committee elects to grandfather status and grants an accrued
benefit under this Plan equal to the benefit the Eligible Employee would have
had under the Cyanamid SERP on December 31, 1993 if the Eligible Employee had
been a member of the Cyanamid SERP on such date.
         1.17 "IC Plan" means the existing system of annual cash bonuses payable
to Company employees 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.
         1.18 "Member" means an Eligible Employee who becomes a Member pursuant
to Article II.
         1.19 "Normal Retirement Date" means the Normal Retirement Date as
defined in the Employees' Retirement Plan.
         1.20 "Officer" means those individuals elected as officers of Cytec
Industries Inc. by its Board of Directors including the Chairman, any Vice
Chairman, President, and any Vice President, Treasurer and Controller and also
including any President of any Business Unit designated as an Officer of Cytec
Industries Inc. by the Board of Directors but not including Assistant Officers.

                                       5
<PAGE>


         1.21 "Past Service Plan" means the Cytec Past Service Retirement Plan.
         1.22 "Pension Administration Committee" means the Pension
Administration Committee created by the Board of Directors, and any successor
thereto.
         1.23 "Pension Plan Benefit" means the aggregate annual retirement
benefit payable to or on account of a Member from the Retirement Plans.
         1.24 "Plan" means this Cytec Executive Supplemental Employees'
Retirement Plan, as set forth herein, as amended from time to time.
         1.25 "Plan Benefit" means the amount of a Member's annual retirement
benefit computed in accordance with the terms of this Plan.
         1.26 "Plan Year" means each twelve (12) consecutive month period
commencing each January 1 and ending on the following December 31.
         1.27 "Retirement Plans" means the Past Service Plan and the Employees'
Retirement Plan.
         1.28 "SERP" means the Cytec Supplemental Employees' Retirement Plan.
         1.29 "Special Change in Control" shall have the same meaning as
"Change in Control", except that the reference to "20%" in subsection (i) of the
definition of "Change in Control" in the Employees' Retirement Plan shall be
replaced with "50%".

                                       6
<PAGE>


          1.30 "Target ICP" shall mean target incentive compensation under the
IC Plan applicable to the job level of such Member, irrespective of the amount,
if any, of such compensation actually received by the Member, utilizing target
incentive compensation as of the date the Member retires (in lieu of the prior
September 1 rate) for purposes of determining compensation for the year of a
Member's termination of employment, for the year a Member commences Plan
Benefits on account of Total and Permanent Disability, and for any projected
Years of Service.
           1.31 "Total and Permanent Disability" means that a Member has been
found Totally and Permanently Disabled under the Past Service Plan and/or the
Employees' Retirement Plan.
          1.32 "Years of Service" means Years of Service as defined under the
Employees' Retirement Plan, which includes Years of Service credited for
purposes of the Past Service Plan.
          1.33 For purposes of this Plan, unless the context requires otherwise,
the masculine includes the feminine, the singular the plural, and vice-versa.
Any reference to "Section" or "Article" shall mean the indicated section or
article of this Plan unless otherwise specified.


                                       7
<PAGE>

                                   ARTICLE II
                                  Participation

         2.1 Election
         An Eligible Employee will become a Member effective as of the date the
Compensation Committee approves the election of the Eligible Employee to
participate in the Plan. A Grandfathered Participant will become a Member
effective as of the date the Compensation Committee approves his election to
Grandfathered Participant status; provided, however, a Grandfathered Participant
will not accrue any benefits under this Plan in excess of those set forth on the
Grandfathered Participant Schedule. If the Compensation Committee approves the
election of a Grandfathered Participant to participate in the Plan as a full
Member, the Grandfathered Participant shall cease to be a Grandfathered
Participant and shall not be entitled to the benefit set forth on the
Grandfathered Participant Schedule, but shall instead accrue benefits in
accordance with the formula set forth in Section 3.1 for Members who are not
Grandfathered Participants.
         2.2 Change in Control
Upon the occurrence of a Change in Control, each Officer and each Specified
Non-Officer (including an Officer or Specified Non-Officer who has not yet
completed ten (10) Years of Service) shall become, automatically, a full Member,
and any Officer who was previously a Grandfathered Participant shall cease to be

                                       8
<PAGE>


a Grandfathered Participant and shall be entitled to the Plan Benefit paid under
Section 3.1 to Members who are not Grandfathered Participants.
         2.3 Continuance of Participation
         After an individual becomes a Member of this Plan, his membership shall
continue until his death, the termination by the Member of his employment other
than by retirement hereunder, the termination by the Company of his employment
for Cause, or the date his Employer ceases to be a member of the controlled
group of corporations which includes the Company; provided that after a Change
in Control his membership shall continue until his death or until the
termination of his employment for Cause.

                                   ARTICLE III
                                  Plan Benefit

         3.1 Amount of Plan Benefit
         The amount of a Member's Plan Benefit shall be equal to A plus B plus
C, except that a Member who is only a Grandfathered Participant shall be
entitled only to the Plan Benefit specified in D, as follows:
                  A.       1.33% x the Member's Compensation for each Year of
                           Service after December 31, 1993, including (subject
                           to E, below) Target ICP for those years that Target
                           ICP exceeded 1/3 of base Compensation, and which is
                           in excess of the amount payable under Section



                                       9
<PAGE>


                           3.1(b)(2) of the Employees' Retirement Plan and under
                           the provisions of the Excess Plan and the SERP which
                           provide for the related excess and supplemental
                           benefits; plus
                  B.       1.33% x the number of projected Years of Service to
                           age 65 (not to exceed 5) x the Member's final year of
                           Compensation, including (subject to E, below) Target
                           ICP; plus
                  C.       1.67% x Years of Service credited under the
                           American Cyanamid Company Employees' Retirement
                           Plan as of December 31, 1993 x final average
                           Compensation, including (subject to E, below) Target
                           ICP, where final average Compensation equals the
                           Member's average annual Compensation including
                           (subject to E, below) Target ICP based on the three
                           calendar years out of the last ten calendar years
                           prior to January 1, 2004 which yields the highest
                           average; minus the sum of the Member's accrued
                           benefits under the Past Service Plan and under the
                           "roll-up" formula of Section 3.1(b)(1) of the
                           Employees' Retirement Plan (including any portion of
                           such "roll-up" benefit which is payable under the
                           Excess Plan and/or the SERP), before Social Security
                           offset; or

                                       10
<PAGE>


                  D.       In the case of a Member who is only a
                           Grandfathered Participant, the Grandfathered
                           Participant's accrued benefit, if any, as reflected
                           on the Grandfathered Participant Schedule.
                  E.       In the case of a Member whose employment terminates
                           on or after January 1, 1999, if for any year
                           (commencing with the year which is five years prior
                           to the later of the year in which the Member (x)
                           first becomes a Member, including a Grandfathered
                           Participant, or (y) attains [or, but for his death
                           would have attained] age 55) Target ICP is less than
                           1/3 of base Compensation, the ICP-based component of
                           the Plan Benefit for such year under paragraph A, B
                           and C above, shall be computed using the higher of
                           (x) Target ICP or (y) actual ICP up to 1/3 of base
                           Compensation.

         There is no reduction under paragraphs A, B, C or D above for early
commencement for benefits commencing on or after a Member's attainment of age 60
or commencing at any earlier date if a Member's employment is terminated within
two years after a "Change in Control" as defined in the Employees' Retirement
Plan; provided that such Member's employment is terminated either (i) by the

                                       11
<PAGE>


Employer or (ii) by the Member for Good Reason. The amounts payable pursuant to
paragraphs A, B, C or D are subject to reduction for commencement prior to age
60 in accordance with the terms of the Employees' Retirement Plan, except as
provided in the prior sentence in the case of a Change in Control, or unless the
Committee, in its discretion, decides not to apply the early retirement
reduction factors to all or any component of the Member's benefit.
         For purposes of preventing a reduction for early commencement of
benefits when and as provided above, there shall be added to the amounts payable
to a Member (other than a Grandfathered Participant) under paragraph A, B, or C
above, or to the amounts payable to a Grandfathered Participant under Paragraph
D, above, respectively, the amount of any reduction for early commencement in
such Member's benefits under the related provisions of the Past Service Plan,
the Employees' Retirement Plan, the Excess Plan and the SERP, as the case may
be, which occurs at an age where such a reduction does not occur under this
Section 3.1.
         For purposes of Paragraph B above, a Member shall have five projected
Years of Service (except that service shall not be projected beyond age 65),
except that prior to a "Change in Control", in the case of a Member who is an
executive officer of the Company at the time of his retirement, the Compensation

                                       12
<PAGE>


Committee may, in its discretion, decrease the number of projected Years of
Service to be taken into account, and in the case of any other Member, the
Executive Committee may, in its discretion, decrease the number of projected
Years of Service to be taken into account.
         3.2 Benefits Upon Reemployment
         If a Member is rehired after he is entitled to a Plan Benefit, his Plan
Benefit shall not be paid during such period of reemployment prior to Normal
Retirement Date, but shall commence or resume not sooner than the first day of
the month following his subsequent retirement or separation and the Plan Benefit
payable after his subsequent retirement or separation shall be the benefits
earlier applicable, plus any additional benefits computed in accordance with
Section 3.1 insofar as additional employment entitled him to additional
benefits.
         3.3 Total and Permanent Disability Benefit
         An Officer who ceases active employment as a result of Total and
Permanent Disability shall automatically become a Member hereunder. A Member who
ceases active employment as a result of Total and Permanent Disability shall be
entitled to a Plan Benefit computed in accordance with Section 3.1(A), (B), and
(C) if applicable, reduced by the amount of any loss-of-time payments to which
the Member might be entitled under workers' compensation laws, and excluding any

                                       13
<PAGE>


portion of a Plan Benefit based on projected Years of Service unless approved by
the Committee or after a Change in Control. Plan Benefits hereunder shall not be
reduced on account of early commencement. The Plan Benefit under this Section
3.3 shall be paid beginning at the same time and in the same form as the
Member's disability retirement benefit under the Employees' Retirement Plan;
provided, however, that upon the later of the Member's (i) date of retirement or
(ii) the first day of the month following the Member's attainment of age 60, the
Member may select an optional form of payment as set forth in Section 6.2 of
this Plan.

                                   ARTICLE IV
                                     Vesting

         A Member's Plan Benefit shall be fully vested at all times; provided,
however, that Plan Benefits hereunder are subject to divestment and shall be
forfeited if the Member's employment with the Employer is terminated for Cause.

                                    ARTICLE V
                                 Death Benefits

         5.1 Standard Death Benefit
         A Member may elect any preretirement survivor annuity option pursuant
to Article VII of the Employees' Retirement Plan. If a Member does not make a
separate preretirement annuity election under this Plan, the preretirement

                                       14
<PAGE>


survivor annuity election of the Member under the Employees' Retirement Plan
shall determine how the Plan Benefit hereunder is paid in the event of the
Member's death prior to retirement.
         If a Member dies prior to retiring and at such time has a preretirement
survivor annuity election in effect under this Plan, (or under the Employees'
Retirement Plan if no election is made under this Plan), the Member's surviving
spouse or contingent annuitant as designated in the preretirement survivor
annuity election shall receive a benefit calculated pursuant to Section 3.1
adjusted in accordance with the option elected by the Member, as if such Member
had retired on the date of his death (irrespective of whether such Member was
eligible to retire on such date) and had survived to the first day of the month
immediately following his 60th birthday (if such date is subsequent to his
actual date of death).
         5.2 Special Death Benefit
         If a Grandfathered Participant, an Officer or an Eligible Employee
designated by the Compensation Committee or the Executive Committee as eligible
for benefits pursuant to this Section dies, and if, on the date of the death of
such Employee, (i) the sum of his age and Years of Service under the Employees'
Retirement Plan equal 65, (ii) there is in effect with respect to such Employee
a payment option under the Employees' Retirement Plan pursuant to which payments

                                       15
<PAGE>


are to be made, on account of the death of such Employee while an Employee, to
the surviving spouse of such Employee, and (iii) such spouse survives such
Employee, there shall be payable to such surviving spouse a benefit calculated
in accordance with Section 3.1 as if the Employee had elected a joint and 50%
survivor annuity option under the Employees' Retirement Plan, had retired on the
date of his death (irrespective of whether such Employee was eligible to retire
on such date) and had survived to the first day of the month immediately
following his 60th birthday (if such date is subsequent to his actual date of
death).
                                   ARTICLE VI
                            Form and Time of Payment

         6.1 Time of Payment
         A Member's Plan Benefit payable under Sections 3.1 or 3.2 of this Plan
will be paid beginning at the same time as the Member's Pension Plan Benefit
under the Employees' Retirement Plan, except as provided in Section 6.3. A
Member may retire under this Plan on the first day of any month following the
date he becomes a Member, provided that his employment with the Employer has
been terminated for other than Cause. Except as provided in Section 6.3, payment
of the Member's Plan Benefit shall commence on the later of (i) the date of his
retirement, or (ii) the first day of the month following his 60th birthday (55th

                                       16
<PAGE>


birthday if the Member's employment is terminated within two years after a
Change in Control, either by the Member for Good Reason or by the Employer) or
such earlier date (but not prior to attainment of age 55) as shall have been
approved by the Compensation Committee for any Member who is an executive
officer of the Company at any time during the calendar year in which he retires
or by the Executive Committee for any other Member.
         6.2 Form of Payment
         Except as provided in Section 6.3, a Member may elect to have his Plan
Benefit paid in any of the optional forms offered under Article VI of the
Employees' Retirement Plan. For such purpose, the Member may designate a
different form of payment, joint annuitant and/or beneficiary under this Plan
than under the Employees' Retirement Plan. The amount of the Plan Benefit shall
be adjusted and determined in accordance with those provisions of the Employees'
Retirement Plan governing optional forms.
         6.3 Special Change in Control
         If there occurs a Special Change in Control, then notwithstanding any
election hereunder or under the Employees' Retirement Plan, the Company shall
pay forthwith to the Member in a single lump sum an amount equal to the full
amount of the Actuarial Equivalent as of the date of such payment of such
Member's (i) Plan Benefit hereunder, (ii) SERP Benefit under the SERP, and (iii)
Excess Benefit under the Excess Plan, such payments under clause (ii) and (iii)

                                       17
<PAGE>


being made in consideration of the relinquishment by the Member of the related
benefits under the SERP and the Excess Plan. Notwithstanding Section 1.1 of this
Plan, or of the SERP or of the Excess Plan, as the case may be, "Actuarial
Equivalent," for purposes of this Section 6.3 shall be based on a single life
using (A) an interest rate (on the day preceding the Member's last day of
employment) equal to sixty (60%) percent of the average of (i) the 10-year
Treasury Bond yield plus eight-tenths of one percent per annum, and (ii) the
30-year Treasury Bond yield plus 1.5% per annum; and (B) the mortality table
(including the set back of ages) specified in Section 1.1.

                                   ARTICLE VII
                                 Administration

         7.1 Pension Administration Committee
         The Pension Administration Committee shall supervise the daily
management and administration of the Plan. The members of the Pension
Administration Committee shall serve without compensation.
         7.2 Responsibilities and Powers of the Pension Administration Committee
         and Compensation Committee
         (a) The Pension Administration Committee
shall have the responsibility:
         (i) To administer the Plan in accordance
         with the terms hereof, and to exercise all powers specifically

                                       18
<PAGE>


         conferred upon the Pension Administration Committee hereby or
         necessary to carry out the provisions thereof; and

         (ii) To keep all records relating to Members of the Plan and such other
         records as are necessary for proper operation of the Plan.

         (b) The Compensation Committee shall be responsible for construing this
Plan, which construction shall be conclusive, correcting any defects, supplying
omissions, and reconciling inconsistencies to the extent necessary to effectuate
the Plan.
         7.3 Operation of the Pension Administration Committee
         In carrying out the Pension Administration Committee's functions
hereunder:
         (a) The Pension Administration Committee may adopt rules and
regulations necessary for the administration of the Plan and which are
consistent with the provisions hereof.
         (b) All acts and decisions of the Pension Administration Committee
shall be approved by a majority of the members of the Pension Administration
Committee and shall apply uniformly to all Members in like circumstances.
Written records shall be kept of all acts and decisions.
         (c) The Pension Administration Committee may authorize one or more of
its members to act on its behalf. The Pension Administration Committee may also
delegate, in writing, any of its responsibilities and powers to an individual(s)
who is not a Pension Administration Committee member.
         (d) The Pension Administration Committee shall have the right to hire,

                                       19
<PAGE>


at the expense of the Employer, such professional assistants and consultants as
it, in its sole discretion, deems necessary or advisable, including, but not
limited to, accountants, actuaries, consultants, counsel and such clerical
assistance as is necessary for proper discharge of its duties.
         7.4 Indemnification
         In addition to any other indemnification that a fiduciary, including
but not limited to a member of the Pension Administration Committee, the
Compensation Committee or the Executive Committee, is entitled to, the Employer
shall indemnify such fiduciary from all claims for liability, loss or damage
(including payment of expenses in connection with defense against such claim)
arising from any act or failure to act which constitutes a breach of such
individual's fiduciary responsibilities with respect to this Plan under any
aspects of the law.

                                  ARTICLE VIII
                                  Miscellaneous

         8.1 Benefits Payable by the Employer
         All benefits payable under this Plan constitute an unfunded obligation
of the Employer. Payments shall be made, as due, from the general funds of the
Employer. The Employer, at its option, may maintain one or more bookkeeping

                                       20
<PAGE>


reserve accounts to reflect its obligations under the Plan and may make such
investments as it may deem desirable to assist it in meeting with obligations.
Nothing contained in this Section 8.1 shall limit the ability of the Employer to
pay benefits hereunder through a Rabbi Trust. Any such investments shall be
assets of the Employer subject to claims of its general creditors. No person
eligible for a benefit under this Plan shall have any right, title to interest
in any such investments.
         8.2 Amendment or Termination
         (a) The Board of Directors reserves the right to amend, modify, or
restate or terminate the Plan; provided, however, that no such action by the
Board of Directors shall reduce a Member's Plan Benefit accrued as of the time
thereof. The provisions of this Section prohibiting an action by the Board of
Directors which would reduce a Member's accrued Plan Benefit cannot be amended
without the consent of all Members (including those who have retired). Any
amendment to the Plan shall be made in writing by the Board of Directors, with
or without a meeting, or shall be made in writing by the Pension Administration
Committee, the Compensation Committee, or the Executive Committee, to the extent
that Board of Directors has specifically delegated the authority to make such
amendment to the Plan the Pension Administration Committee, the Compensation
Committee or the Executive Committee.

                                       21
<PAGE>


         (b) If the Plan is terminated, a determination shall be made of each
Member's Plan Benefit as of the Plan termination date (determined in accordance
with Section 8.2(a)). The amount of such benefits shall be payable to the Member
at the time it would have been payable under Article VI if the Plan had not been
terminated. No interest shall be credited on a Plan Benefit.
         (c) 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 an Officer, a Grandfathered Participant or a Member 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).

                                       22
<PAGE>


         8.3 Status of Employment
         Nothing herein contained shall be construed as conferring any rights
upon any Member or any person for a continuation of employment, nor shall it be
construed as limiting in any way the right of the Employer to discharge any
Member or to treat him without regard to the effect which such treatment might
have upon him as a Member of the Plan.
         8.4 Payments to Minors and Incompetents
         If a Member or beneficiary entitled to receive any benefits hereunder
is a minor or is deemed by the Pension Administration Committee or is adjudged
to be legally incapable of giving valid receipt and discharge for such benefits,
they will be paid to the duly appointed guardian of such minor or incompetent or
to such other legally appointed person as the Pension Administration Committee
might designate. Such payment shall, to the extent made, be deemed a complete
discharge of any liability for such payment under the Plan.
         8.5 Authorized Payments
         The Pension Administration Committee may at any time and from time to
time require, as a condition precedent to making or authorizing the payment of
any benefit hereunder, evidence of the prospective payee's right to receive such
payment. Without limiting the generality of the foregoing, the Pension
Administration Committee may require evidence of the date of birth of any
Member, contingent annuitant or beneficiary, or of survival of a contingent
annuitant or beneficiary.

                                       23
<PAGE>


         8.6 Inalienability of Benefits
         The right of any person to any benefit or payment under the Plan shall
not be subject to voluntary or involuntary transfer, alienation or assignment,
and, to the fullest extent permitted by law, shall not be subject to attachment,
execution, garnishment, sequestration or other legal or equitable process. In
the event a person who is receiving or is entitled to receive benefits under the
Plan attempts to assign, transfer or dispose of such right, or if an attempt is
made to subject said right to such process, such assignment, transfer or
disposition shall be null and void.
         8.7 Adjustment of Benefits
         If the date of birth or other data deemed by the Pension Administration
Committee to be vital, with respect to any Member, contingent annuitant or
beneficiary shall be misstated, the Pension Administration Committee may limit
the amount and date of payment of benefits to any such person, his contingent
annuitant and/or other beneficiary (whether or not such person shall have
theretofore retired in accordance with the Plan) to the reduced benefits which
would be payable in accordance with the correct information. In such case,
payments of benefits made subsequent to the date of discovery of any such
misstatement shall be adjusted for any excess or deficiency (based upon the

                                       24
<PAGE>


correct facts) in the amount of benefits theretofore paid to such person, his
contingent annuitant and/or other beneficiary.
         8.8 Commuting of Benefits
         Notwithstanding any other provision of the Plan, the Pension
Administration Committee may, in its sole discretion, commute into one or more
payments the Plan Benefit of any Member (i) the present value of which,
calculated by using the interest rate then used by the Pension Benefit Guaranty
Corporation for purposes of determining the present value of the lump sum
distribution on plan terminations, is not more than $3,500, or (ii) to any
Member's contingent annuitant or other beneficiary upon the request of and the
showing of need by such contingent annuitant or other beneficiary.
         8.9 Governing Law
         Except to the extent pre-empted by federal law, the provisions of the
Plan will be construed according to the laws of the State of New Jersey.







                                       25