EXECUTION COPY



     OMNIBUS AGREEMENT (this "Agreement") dated as of September 30, 2004, by and
among Wyeth Holdings Corporation  (formerly known as American Cyanamid Company),
a Maine corporation  ("WH"),  MDP Holdings,  Inc., a Delaware  corporation and a
wholly-owned  subsidiary of WH ("MDP"),  and Cytec  Industries  Inc., a Delaware
corporation ("CYTEC").

     WHEREAS,  WH and CYTEC  previously  entered into that certain  Transfer and
Distribution  Agreement dated December 17, 1993 (as amended to date, the "TDA"),
which provided for the spin-off of CYTEC from WH (the "Spin-Off");

     WHEREAS, pursuant to the TDA, CYTEC issued 4,000 shares of CYTEC's Series C
Cumulative Preferred Stock (the "Series C Preferred), all of which are now owned
beneficially and of record by MDP;

     WHEREAS, WH previously granted CYTEC certain waivers and consents under the
TDA and the  Series C  Preferred  in that  certain  Preferred  Stock  Repurchase
Agreement  dated as of August 17, 1995,  as amended,  that certain  Transfer and
Distribution  Agreement  Amendment  dated as of April 8, 1997,  and that certain
Transfer and  Distribution  Agreement  Second  Amendment dated as of January 22,
1999,  which  waivers  and  consents  remain in full force and effect  after the
execution and delivery of this Agreement except to the extent explicitly amended
hereby;

     WHEREAS,  pursuant to the TDA, WH and CYTEC  previously  entered  into that
certain  Environmental  Matters  Agreement  dated as of  December  17,  1993 (as
amended to date, the "EMA") and that certain OPEB Matters  Agreement dated as of
December 17, 1993 (the "OPEB Matters Agreement"); and

     WHEREAS,  WH and CYTEC wish to amend the TDA,  the EMA and the OPEB Matters
Agreement and provide for certain other agreements  between them, and MDP wishes
to sell to CYTEC,  and CYTEC  wishes to purchase  from MDP,  all of the Series C
Preferred, all upon the terms and conditions set forth herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  WH and CYTEC (and, with respect to
Section 7 and 8 below only, MDP) hereby agree as follows:

1.   Amendments to TDA.  Section 6.12 Financial  Covenants of the TDA is amended
     to read in full as follows: "Section 6.12 Intentionally Omitted."

2.   Insurance Claims.


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     (a) Defined Terms. The term "Berdan  Insurance Claims" shall mean Insurance
Claims under insurance  policies to the extent Berdan Insurance  Company and its
predecessors,  successors, assigns and Affiliates (collectively,  "Berdan") have
any actual exposure,  whether as a direct, primary, or excess insurance carrier,
indirectly as a result of  "re-insurance"  or other  arrangements with WH or its
Affiliates or their respective other insurance carriers, or otherwise.  The term
"Non-Berdan  Insurance  Claims"  shall mean  Insurance  Claims other than Berdan
Insurance Claims.

     (b) Assigned  Claims.  To the extent (i) assignable  under the terms of the
applicable  insurance policies and applicable law, (ii) not previously  assigned
to CYTEC pursuant to the Assignment of  Environmental  Insurance  Claims and the
Assignment  of Specified  Insurance  Claims,  each dated as of December 17, 1993
(the "Claims  Assignments") and (iii) not previously  released by the WH Parties
under  settlements  of litigation or otherwise,  WH hereby  assigns to CYTEC all
Non-Berdan  Insurance  Claims,  known or  unknown,  that relate  exclusively  to
Assumed   Liabilities  and  that  do  not  relate  in  any  respect  to  Assumed
Environmental  Liabilities (as defined in the EMA) or Retained  Liabilities (the
"Assigned Claims"). For the avoidance of doubt, Assumed Liabilities for personal
injury  or   products   liability   arising   from   exposure   to  asbestos  or
asbestos-containing  products or exposure to any other chemical in the workplace
environment or to any product manufactured by WH and sold in the ordinary course
of  business,   including  without  limitation  lead  pigment  are  not  Assumed
Environmental Liabilities for purposes of this Section 2(b). At least forty-five
(45) days before  pursuing any Insurance  Claims that CYTEC believes  qualify as
Assigned Claims, CYTEC shall notify WH of its intention to pursue such Insurance
Claims and provide sufficient  supporting  information to afford WH a reasonable
opportunity  to confirm that such claims so qualify.  If, after  reviewing  such
notice and supporting  information in good faith during such forty-five (45) day
period,  WH  determines  in its  reasonable  discretion  that any or all of such
Insurance Claims do not qualify as Assigned Claims, WH shall so notify CYTEC and
such determination shall be binding on CYTEC.

     (c)  Additional  Claims.  From  time to time,  CYTEC may  request  of WH in
writing (each, a "Request  Letter") that WH assign to CYTEC any Berdan Insurance
Claim that relates  exclusively to Assumed  Liabilities and that does not relate
in any respect to Assumed  Environmental  Liabilities (as defined in the EMA) or
Retained  Liabilities (each, an "Additional  Claim").  Each Request Letter shall
specify in detail the matters  underlying  the Additional  Claim,  the insurance
policy or policies affected,  the insurance carrier or carriers involved, a bona
fide estimate of the maximum amount of such Additional  Claim, if feasible,  and
the proposed  allocation of such Additional Claim across the affected  insurance
policies.  Within  sixty (60) days of receipt of any  Request  Letter,  WH shall
determine in good faith whether the Additional Claim (assuming full recovery) is
reasonably likely to cause an adverse effect on the Wyeth Parties (as defined in
Section 2(d) below) (an "Adverse Effect");  it being understood that, as long as
(x)  CYTEC is in full  compliance  with its  obligations  under  this  Agreement
(including  this  Section 2) and the TDA and Related  Agreements  and (y) solely
with respect to clause (i) below, the senior long term debt of CYTEC is rated at
least BB or higher by S&P or Ba or higher by Moodys,  neither  (i) the fact that
Berdan has any  obligation or exposure with respect to the Assigned  Claim,  nor
(ii) the projected reduction in the aggregate amount of coverage remaining under
the Insurance Program as an entirety in the amount of the Assigned Claim,  shall
be considered, in isolation, an Adverse Effect.

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     Subject,  in the  case  of any  Additional  Claim  that  WH  determines  is
reasonably likely to cause an Adverse Effect, to WH and CYTEC reaching agreement
on a structure pursuant to the immediately following paragraph, WH shall, at its
sole option, either:

     (i)  assign the  Additional  Claim to CYTEC to the  extent  (i)  assignable
          under the terms of the  applicable  insurance  policies and applicable
          law,  (ii) not  previously  assigned  to CYTEC  pursuant to the Claims
          Assignments and (iii) not previously released by the Wyeth Parties; or

     (ii) use  its  commercially   reasonable   efforts,   with  the  reasonable
          participation  and  cooperation  of CYTEC  at  CYTEC's  sole  cost and
          expense,   to  directly  pursue  such  Additional  Claim  against  the
          applicable insurance policies;

     provided,  however, that WH shall not elect clause (ii) with respect to any
     Insurance Claim set forth on Schedule D hereto.

     With  respect to any  Additional  Claim that WH  determines  is  reasonably
     likely to cause an Adverse Effect, WH shall deliver to CYTEC written notice
     of  such   determination  and  CYTEC  and  WH  shall  commence  good  faith
     negotiations  toward a mutually agreeable structure pursuant to which CYTEC
     (or WH, on behalf  of Cytec)  may  pursue  recovery  against  the  affected
     insurance policies for such Additional Claim without any risk of an Adverse
     Effect on the Wyeth  Parties,  which  structure  may  include,  among other
     things,  CYTEC depositing funds into escrow, or posting a letter of credit,
     for the  benefit  of the Wyeth  Parties  to secure  the rights of the Wyeth
     Parties under Section 2(d) or Section 2(e) below.

     (d) Allocation of Proceeds.  The gross  proceeds  recovered by CYTEC (or by
WH, on behalf of CYTEC) in respect of an Assigned Claim or an Additional  Claim,
whether recovered as payments under the affected  insurance  policies or through
settling  or  compromising  such  Assigned  Claim  or such  Additional  Claim or
otherwise  ("Proceeds"),  shall be for the  account of CYTEC,  except that CYTEC
shall pay to WH, or WH shall  retain,  as the case may be, from such Proceeds an
amount equal to the sum of: (i) all  payments  made by Berdan in respect of such
Assigned  Claim or such  Additional  Claim,  including  without  limitation  any
payments made by Berdan in respect of insurance  policies or  "re-insurance"  or
other  arrangements  relating to insurance  policies ("Berdan  Payments"),  (ii)
without  duplication  with  clause (i) above,  all Losses (as defined in Section
2(e) below)  incurred or suffered by the Wyeth  Parties as a result of,  arising
out of or  directly  or  indirectly  relating  to such  Assigned  Claim  or such
Additional   Claim  that,   absent  this  Section  2(d),  would  be  subject  to
indemnification under Section 2(e) below, and, only in the case of an Additional
Claim,  (iii) 10% of the Proceeds  remaining  after  subtracting  the amounts in
clauses  (i)  and  (ii)  (collectively,  the  "Wyeth  Portion").  To the  extent
practicable,  CYTEC  shall give WH no less than  thirty (30) days notice of each
expected receipt of Proceeds,  so that WH can provide CYTEC with its calculation
of the amount, if any, referred to in clause (ii) above. Upon CYTEC's receipt of
any

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Proceeds, CYTEC shall immediately notify WH in writing of such receipt and remit
the Wyeth  Portion  to WH;  provided,  that if CYTEC has not yet  received  WH's
calculation of the amount, if any, referred to in clause (ii) above, CYTEC shall
instead  immediately  remit to WH such  portion  of the Wyeth  Portion as may be
calculated without such calculation and, upon receipt of such calculation, shall
immediately remit the remaining amount of the Wyeth Portion to WH. Within thirty
(30) days following the last day of each calendar  quarter,  CYTEC shall deliver
to WH a certification  of the Chief Financial  Officer of CYTEC as to the amount
of all Proceeds  received  during such quarter and the  calculation of the Wyeth
Portion  with  respect to such  Proceeds.  Upon WH's  receipt of any Proceeds on
behalf of CYTEC,  WH shall  immediately  notify CYTEC in writing of such receipt
and remit such Proceeds,  net of the Wyeth Portion,  to CYTEC. In the event that
CYTEC  expects to receive  Proceeds in respect of which Berdan will incur Berdan
Payments,  CYTEC  shall  notify WH  thereof  and  cooperate  with WH in order to
facilitate WH's direct receipt of the Berdan Payments from Berdan.  In the event
that as of the time of any  receipt  of  Proceeds  by CYTEC  or WH,  the  amount
referred  to in  clause  (ii) has not been  agreed  by CYTEC  and WH,  the Wyeth
Portion shall be calculated  based on WH's  calculation,  but CYTEC shall retain
the right to pursue  any amount of the Wyeth  Portion  in dispute in  accordance
with the dispute  resolution  procedures set forth in the TDA. In the event that
CYTEC  fails to cure any breach by it of the  provisions  of this  Section  2(d)
within ten (10) days  following  written  notice thereof from WH, in addition to
the remedies available to WH under this Agreement  (including without limitation
Section 2(e)) and otherwise under  applicable law, the assignment  hereby of the
Assigned  Claims and any Additional  Claims shall be deemed  suspended and CYTEC
shall  have  no  further  ability  to  prosecute  the  Assigned  Claims  and any
Additional  Claims  until  such time as such  breach is cured to the  reasonable
satisfaction of WH.

(e)  Indemnification by CYTEC.

(i)  CYTEC will  indemnify  and hold harmless WH and its  Affiliates  (including
     Berdan)  and  their   respective   directors,   officers,   employees   and
     representatives  (collectively,  the "Wyeth Parties" and each, for purposes
     of this Section 2(e), a "Wyeth  Indemnified  Party")  from,  against and in
     respect of any and all claims,  actions, causes of action or suits (whether
     in contract or tort or otherwise), litigation (whether at law or in equity,
     whether  civil  or  criminal),  controversies,  assessments,  arbitrations,
     investigations,   hearings,   charges,   complaints,   demands,  notice  or
     proceedings,  Liabilities  (including without limitation payments by Berdan
     in respect of insurance  policies or "re-insurance"  or other  arrangements
     relating to insurance policies), damages, bonds, dues, assessments,  fines,
     penalties,  Taxes,  fees, costs (including costs of investigation,  defense
     and enforcement of this Agreement),  expenses or amounts paid in settlement
     (in each case, including  out-of-pocket  reasonable  attorneys' and experts
     fees and  expenses),  whether  or not  involving  a Third  Party  Claim (as
     defined below)  (collectively,  "Losses"),  incurred or suffered by a Wyeth
     Indemnified  Party as a result of, arising out of or directly or indirectly
     relating  to  (x)  any  Assigned   Claim   (whether  due  to  any  mistaken
     classification of a Berdan Insurance Claim as a Non-Berdan  Insurance Claim
     or otherwise) or any

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          Additional  Claim,  in each case including the  assignment  thereof to
          CYTEC, CYTEC's pursuit thereof, or WH's prosecution thereof at CYTEC's
          request,  (y) any other Insurance Claim under the Insurance Program as
          to which CYTEC seeks or receives any recovery after the date hereof or
          (z) any breach or  violation  of any  covenant or  agreement  of CYTEC
          (including  without limitation under this Section 2(e)) in or pursuant
          to this Section 2. For the avoidance of doubt,  (x) to the extent (and
          only to the extent) that CYTEC has timely  remitted the Wyeth  Portion
          of any  Proceeds to WH, or WH has  retained  the Wyeth  Portion of any
          Proceeds,  in accordance  with Section 2(c),  any Berdan  Payments and
          other Losses of the Wyeth Parties  included in the  calculation of the
          Wyeth  Portion  shall not be  subject  to  indemnification  under this
          Section 2(e),  and (y) for purposes of this Section  2(e),  the phrase
          "as a result of, arising out of or directly or indirectly relating to"
          (i) shall include Losses of Berdan in respect of insurance policies or
          "re-insurance" or other arrangements  relating to insurance  policies,
          which, absent CYTEC's prior recoveries under other insurance policies,
          would not have been  incurred  by Berdan,  and (ii) shall not  include
          Losses of the Wyeth  Parties  (other than Berdan) that result from the
          unavailability of insurance coverage for an Insurance Claim due to the
          exhaustion  of the  aggregate  limits of the portions of the Insurance
          Program applicable to such Insurance Claim .

(ii) If any third party notifies the Wyeth Indemnified Party with respect to any
     matter (a "Third  Party  Claim")  which may give rise to  Losses,  then the
     Wyeth  Indemnified  Party  will  promptly  give  written  notice  to CYTEC;
     provided, however, that no delay in notifying CYTEC will relieve CYTEC from
     any obligation under this Section 2.

(iii)CYTEC will be entitled to  participate  at its sole cost and expense in the
     defense of any Third Party  Claim that is the subject of a notice  given by
     the Wyeth  Indemnified  Party pursuant to Section  2(e)(ii).  However,  the
     Wyeth Indemnified Party may defend, and may (after consultation with CYTEC)
     consent  to the  entry of any  judgment  or enter  into any  compromise  or
     settlement  with  respect  to, the Third  Party  Claim in any manner it may
     reasonably deem  appropriate.  CYTEC will (x) advance the Wyeth Indemnified
     Party promptly and periodically for the Wyeth Indemnified  Party's costs of
     defending  against the Third Party Claim (including  reasonable  attorneys'
     fees and expenses) and (y) remain  responsible for any and all other Losses
     that the  Wyeth  Indemnified  Party may  incur or  suffer  resulting  from,
     arising out of,  relating to, in the nature of or caused by the Third Party
     Claim to the  fullest  extent  provided  in this  Section 2.  CYTEC  hereby
     consents to the non-exclusive  jurisdiction of any court in which any Third
     Party Claim may brought against any Wyeth Indemnified Party for purposes of
     any  claim  which  such  Wyeth  Indemnified  Party may have  against  CYTEC
     pursuant to this Agreement in connection with such Third Party Claim.

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(iv) The rights of each Wyeth  Indemnified  Person  under this  Section 2(e) are
     cumulative with the rights of such Wyeth  Indemnified  Person under the TDA
     and Related Agreements.  Each Wyeth Indemnified Person, as the case may be,
     will have the right in any particular circumstance, in its sole discretion,
     to  enforce  any  provision  of this  Section  2(e)  without  regard to the
     availability of a remedy under any other  provision of this Agreement,  the
     TDA and the Related Agreements.

     (f) Insurance  Working Group.  Cytec shall  establish and provide  adequate
support for an insurance  working  group (the  "Insurance  Working  Group") that
shall meet no less than one time per calendar  quarter and review all  Insurance
Claims under the Insurance  Program as to which CYTEC has sought,  is seeking or
plans to seek any recovery (the "CYTEC Insurance Claims"). The Insurance Working
Group shall be comprised of at least one  insurance  professional  and one legal
professional  employed  by  CYTEC  and  one or  two  persons  as WH in its  sole
discretion may designate.  CYTEC shall provide the WH  representative(s)  to the
Insurance Working Group with full access to any and all information  relating to
the CYTEC Insurance Claims.  Without limiting the preceding  sentence,  not less
than thirty (30) days prior to any scheduled  meeting of the  Insurance  Working
Group, Cytec shall provide to the WH  representative(s) to the Insurance Working
Group an agenda and a report  containing at least the following  information (to
the extent  reasonably  available)  with respect to each of the CYTEC  Insurance
Claims:

(i)  CYTEC's  understanding  as to whether and pursuant to what  document WH has
     assigned  the rights to such  CYTEC  Insurance  Claim to CYTEC and,  to the
     extent not so assigned, whether CYTEC intends to request such an assignment
     under Section 2(b) above;

(ii) a schedule of the affected  insurance  carriers and  insurance  policies in
     respect of such CYTEC  Insurance  Claim,  including  but not limited to the
     amount claimed or to be claimed against  individual  policies and the total
     paid and reserved for such CYTEC  Insurance  Claim and in the aggregate for
     each affected insurance policy and carrier;

(iii)a  description  of the legal  status of the matters  underlying  such CYTEC
     Insurance Claim; and

(iv) copies  of any  correspondence  from  insurance  carriers  that set forth a
     coverage position on such CYTEC Insurance Claim.

     Each such report shall also  include a schedule  reflecting  the  aggregate
erosion of the Insurance Program relating to CYTEC Insurance Claims.  CYTEC will
promptly advise WH of any significant developments regarding any CYTEC Insurance
Claim that could increase the amount paid under the Insurance Program in respect
of such CYTEC Insurance Claim by more than $2 million.  CYTEC also will promptly
inform WH of any other  issues  relating to the  Insurance  Program that come to
CYTEC's attention and which would be reasonably expected to adversely affect the
Wyeth Parties.  CYTEC and WH will  cooperate and  coordinate  with each other to
maintain a schedule reflecting the aggregate erosion of the Insurance Program.

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     (g) Asserted Claims. Within one hundred and twenty (120) days following the
date of this Agreement,  CYTEC shall provide WH with a schedule of all Insurance
Claims  under the  Insurance  Program as to which CYTEC has given  notice to the
affected  insurance  carriers  prior  to the date of this  Agreement  ("Asserted
Claims").  The  schedule  provided  shall  specify for each  Asserted  Claim the
information  required by Section  2(f) to be provided by CYTEC to the  Insurance
Working  Group with respect to CYTEC  Insurance  Claims.  The schedule  provided
shall further specify whether each such Asserted Claim:  (i) has been previously
assigned to CYTEC, (ii) was assigned to CYTEC pursuant to Section 2(b), (iii) is
or may be the subject of a Request  Letter  pursuant to Section 2(c), or (iv) is
not described in clauses (i)-(iii).

     (h) Notification of Insurers.  Nothing in this Section 2 shall be deemed to
restrict CYTEC from providing  notice of any Assigned Claim or Additional  Claim
to any insurer under the  Insurance  Program  without the prior  approval of WH,
provided that CYTEC provides WH a copy of such notice.

     (i)  Commutation,  etc. The Wyeth  Parties  shall be free to enter into any
agreement  (including without  limitation any buy-out or commutation  agreement)
following the date hereof,  regarding  any insurance  policy under the Insurance
Program;  provided,  however,  that,  if  such  agreement  would  extinguish  or
otherwise  adversely  affect  CYTEC's  rights to coverage or potential  coverage
pursuant  to  Insurance  Claims  that  have  been  assigned  or are  potentially
assignable  to CYTEC  pursuant to this  Agreement or have been assigned to CYTEC
pursuant to the Claims Assignments,  the Wyeth Parties shall give CYTEC at least
thirty (30) days prior  notice of such  agreement  and shall  negotiate  in good
faith with CYTEC to provide for a fair and reasonable allocation of any proceeds
under such agreement as between the Wyeth  Parties,  on the one hand, and CYTEC,
on the other,  given their respective  pending claims and known potential claims
under the affected insurance policies.

     (j) Cooperation.  WH shall use commercially reasonable efforts to cooperate
with CYTEC and shall provide CYTEC, upon request,  with such information (to the
extent  reasonably  available to WH) as may be reasonably  necessary  (including
without  limitation  copies  of  insurance  and   "re-insurance"   policies  and
correspondence)  in connection  with CYTEC's  pursuit of insurance  coverage for
Assigned  Claims under  Section 2(b) above and  Additional  Claims under Section
2(c)(i) above.

     (k) Other Provisions.  CYTEC acknowledges and agrees that the Wyeth Parties
are not making any  representation  or warranty of any kind with  respect to the
validity  of the  assignment  of  Assigned  Claims  or  Additional  Claims in or
pursuant to this Section 2. No assignment in or pursuant to this Section 2 shall
be construed to effect a  substitution  of CYTEC as the named  insured under any
insurance  policy,  or to effect an assignment  of any  insurance  policy in its
entirety that was originally  purchased by the Wyeth Parties.  This Section 2 is
not  intended  to confer,  and does not  confer,  a benefit  upon any  insurance
carrier  (other than  Berdan),  or upon any other third party (other than CYTEC)
that owes or may owe to the Wyeth  Parties an  obligation  to make  payments  to
contribute to satisfy any Losses, in whole or in part.

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3.   Amendments to EMA.
     ------------------

     (a)  Article  IV of the EMA is hereby  further  amended  to read in full as
          follows:

                                   "ARTICLE IV
                  ESTABLISHMENT OF ENVIRONMENTAL WORKING GROUP

4.1  Environmental  Working Group.  Cytec shall  establish and provide  adequate
     support for an  environmental  working  group (the  "Environmental  Working
     Group")  which shall meet no less than twice per year to review (i) Cytec's
     compliance  with  Environmental  Laws;  (ii) the  nature  and status of all
     Remediation and Potential Remediation, and amounts expended and expected to
     be expended for such  activities;  (iii) the nature,  status and accrual of
     any environmental reserves for any Assumed Environmental Liabilities;  (iv)
     Cytec's policies and practices  regarding asbestos removal,  the nature and
     status of any  ongoing or  proposed  asbestos  removal  activities  and the
     nature and status of asbestos exposure claims against Cytec; (v) the nature
     and status of any lead pigment  exposure  claims against Cytec and (vi) any
     individual  environmental  matter,  lawsuit,  proceeding,  claim, action or
     issue that would be  reasonably  likely to subject  Cytec to  liability  in
     excess of  $5,000,000  or  otherwise  be  materially  injurious  to Cytec's
     reputation  or  goodwill  (the  matters  identified  in clauses (i) - (vi),
     collectively, the "Working Group Matters"). The Environmental Working Group
     shall be comprised of environmental professionals employed by Cytec and one
     or two  persons  as  ACY  in  its  sole  discretion  may  designate,  after
     consultation  with Cytec. In the event that,  after  consultation  with the
     Cytec   representatives  on  the  Environmental   Working  Group,  the  ACY
     representatives on the Environmental  Working Group have concerns regarding
     the  manner in which  Cytec is  addressing  or  proposing  to  address  any
     material  Working  Group  Matters,  ACY shall have the right to prepare and
     deliver to Cytec a written report documenting such concerns and Cytec shall
     promptly share any such report so delivered with the Environmental,  Health
     and Safety  Committee of its Board of Directors or, if such committee is no
     longer in existence,  the Audit  Committee of its Board of  Directors.  The
     Environmental  Working  Group  shall  have  full and free  access  to Cytec
     documents,  records  and  personnel  to the extent  reasonably  required to
     review the Working Group  Matters,  provided that Cytec shall not, until it
     has entered into an applicable  joint legal  representation  agreement with
     ACY  pursuant  to Section  5.3  hereof,  be  required  to  disclose  to the
     Environmental Working Group materials protected as attorney work product or
     by the attorney-client privilege."

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<PAGE>

(b)  Section 5.1 of the EMA is hereby amended to read in full as follows:

     "5.1  Required  Reports.  No later  than 30 days  prior to the date of each
     meeting of the  Environmental  Working  Group,  Cytec shall submit to ACY a
     report  describing  in  reasonable  detail the Working  Group Matters to be
     reviewed by the  Environmental  Working  Group at such meeting  pursuant to
     Section  4.1,  which  report  shall  include a  similar  scope and depth of
     information  as   traditionally   has  been  included  in  the  semi-annual
     environmental   reports  prepared  pursuant  to  this  Agreement  prior  to
     September 30, 2004."

(c)  Article  XI of the EMA is  hereby  amended  to  read  in  full as  follows:
     "ARTICLE XI Intentionally omitted".

4.   Amendment to OPEB Matters Agreement.
     ------------------------------------

(a)  The  third  paragraph  of clause  (B) of  Section  1.1 of the OPEB  Matters
     Agreement is hereby amended to read in full as follows:

"All such liabilities or obligations for (i) the Post-Retirement  Benefits as to
which  Transferred  Retirees are entitled as of the  Effective  Date (or, in the
case of Transferred  Retirees described in clause (ii) of Section 1.3(b) hereof,
the Post-Retirement Benefits for which such Transferred Retirees are eligible as
of  the  date  of  their   respective   retirements   from  ACY);  or  (ii)  the
Post-Retirement  Benefits as to which each  Transferred  Employee who becomes an
employee of Cytec as of the Employee Transfer Date and, immediately prior to the
Employee  Transfer Date, is eligible for  Post-Retirement  Benefits under any of
ACY's plans or  policies,  as in effect from time to time were such  Transferred
Employee to terminate  employment  immediately  prior to the Effective Date, are
herein called the "OPEB Liabilities."

(b)  Section 1.2 of the OPEB Matters Agreement is hereby amended to read in full
     as follows:

"Compliance with Law; Changes in Benefits. Cytec agrees that it will comply with
all applicable laws with respect to OPEB  Liabilities  including all federal and
state laws such as the Employee Retirement Income Security Act of 1974 ("ERISA")
and rules and  regulations and  pronouncements  promulgated by state and federal
regulatory  agencies such as the federal  Department of Labor,  Internal Revenue
Service and the  Pension  Benefit  Guaranty  Corporation.  For  purposes of this
paragraph and Section 2.1 below, the term "OPEB  Liabilities"  shall include any
and all Liabilities arising out of any proposed or actual change by Cytec in the
Post-Retirement  Benefits to which Transferred Retirees or Transferred Employees
are eligible,  which Liabilities shall in no event be deemed to arise out of the
fault or neglect of ACY for purposes of Section 2.1 below."

                                       9
<PAGE>

5.   Allocation of Certain Liabilities.

     (a) CYTEC hereby  acknowledges  and agrees that any and all Losses relating
to WH's ownership of an interest in the Jefferson Chemical Company ("Jefferson")
or its  provision  of  industrial  hygiene  services to the  Jefferson  Chemical
Company are Assumed  Liabilities  of CYTEC under the TDA,  and are not  Retained
Liabilities  under the TDA.  Without  limiting the  generality of the foregoing,
CYTEC hereby  acknowledges and agrees that any and all Losses relating to claims
brought against Wyeth Parties at any time alleging  personal injury or any other
harm arising from alleged exposure to any chemicals (including,  but not limited
to,  benzene or  asbestos)  at any  facility  or site of  Jefferson  or alleging
personal  injury or any other harm arising from alleged  exposure to asbestos at
the Bound Brook facility or site in New Jersey ("Bound Brook"), under any theory
of  liability,  are  Assumed  Liabilities  of CYTEC  under the TDA,  and are not
Retained  Liabilities  under the TDA; it being understood that this Section 5(a)
does not purport to address  allocation of responsibility for personal injury or
any other harm  arising from  alleged  exposure at Bound Brook to any  chemicals
other than asbestos.

     (b) CYTEC hereby withdraws,  with prejudice,  the letter dated December 19,
2003 from Thomas A.  Waldman,  Esq. of CYTEC to  Madeline  C.  Stoller,  Esq. of
Wyeth,  relating to CYTEC's obligations for defense and indemnification of Wyeth
Parties in connection  with benzene and asbestos  personal injury claims arising
from alleged  exposures at any facility or site of Jefferson and at Bound Brook.
CYTEC  agrees that it will not  re-advance  or pursue in any manner or forum (i)
any of its contentions  asserted in the December 19, 2003 letter to Wyeth (other
than  general  contentions  as to the  interpretation  of the  TDA  and  Related
Agreements  to the extent that such  contentions  do not relate to allocation of
specific   liabilities   among  the  parties  and  not  inconsistent  with  this
Agreement),  and  (ii)  any  contention  that  CYTEC's  agreements  with  WH  in
connection  with the Spin-Off are  "contracts  of adhesion" or otherwise are not
enforceable  in any respect.  CYTEC  acknowledges  that it has, and at all times
from and after the effective date of the TDA has had,  responsibility  to defend
and  indemnify  the Wyeth  Parties in respect of the personal  injury claims and
cases referred to in the December 19, 2003 letter.

     (c) Without limiting the generality of the foregoing, CYTEC agrees that its
obligation  to defend and indemnify  the Wyeth  Parties also  includes,  without
limitation,  all claims asserted against WH in the case entitled Daniel Sacknoff
v. A.O. Smith, et al., now pending in New York State Court.

     (d) As to all personal  injury actions  asserting  liability  against Wyeth
Parties  for  personal  injury  resulting  from  alleged  exposure to benzene or
asbestos  relating to  Jefferson,  Port Neches or Bound Brook which CYTEC either
refused to accept  for  purpose of defense  and  indemnification  following  the
December  19, 2003  letter,  or  returned  to Wyeth after they were  tendered to
CYTEC:

                                       10
<PAGE>

(i)  CYTEC  acknowledges  its duty to defend,  indemnify  and hold  harmless the
     Wyeth Parties for each and all such cases;

(ii) CYTEC  agrees  to take  over  the  defense  of such  cases as  promptly  as
     possible; and

(iii)CYTEC agrees to promptly  reimburse the Wyeth Parties for all out-of-pocket
     legal fees and costs reasonably incurred by the Wyeth Parties in connection
     with all  cases  which  CYTEC  either  returned  to Wyeth  after  they were
     tendered, or otherwise declined to defend.

     6. Bound Brook Worker's Compensation Liabilities.  Without limiting CYTEC's
responsibilities  under any other  provision  of this  Agreement  or the TDA and
Related  Agreements in any respect,  CYTEC  acknowledges and agrees that any and
all Losses of the WH Parties relating to  "self-insured,"  "deductible" or other
portions  (as to which WH has not  received  and is not  entitled to receive any
recovery pursuant to "re-insurance" or similar  arrangements or excess insurance
policies) of WH's workers'  compensation  insurance  policies covering claims at
Bound Brook with a "loss date" for insurance  purposes  prior to January 1, 1986
(collectively,  "Self-Insurance  Losses") are Assumed Liabilities of CYTEC under
the TDA,  and are not  Retained  Liabilities  under the TDA. On the date of this
Agreement,  CYTEC shall pay WH  $1,623,957  in cash by wire transfer of same day
funds as set  forth on  Schedule  A to this  Agreement,  which  represents  full
settlement as between CYTEC and the WH Parties for Self-Insurance Losses paid by
WH  following  the Spin-Off  and prior to  September  24, 2004.  CYTEC agrees to
promptly pay future  invoices from WH  (supported  by reasonable  documentation)
seeking reimbursement from CYTEC for Losses paid following September 24, 2004 in
respect of  Self-Insurance  Losses.  To the best of WH's  knowledge,  the claims
listed on Schedule C represent the only open claims in respect of Self-Insurance
Losses. WH agrees to turn over the claims files of all claims listed on Schedule
C  promptly  after the date of this  Agreement.  From and after the date of this
Agreement,  Cytec shall assume responsibility for the administration and control
of the workers'  compensation  insurance claims relating to occurrences at Bound
Brook with a "loss date" for insurance  purposes  prior to January 1, 1986,  and
shall advise WH of  significant  settlements,  awards or any other payments that
could effect the policies sold to WH by the insurance carriers.

     7.  Purchase and Sale of Series C Preferred.  MDP hereby  sells,  and CYTEC
hereby  purchases,  the Series C Preferred  for an aggregate  purchase  price of
$10,000,000 (TEN MILLION DOLLARS) (the "Purchase Price"),  payable on October 1,
2004. CYTEC shall pay the Purchase Price in cash to MDP by wire transfer of same
day funds as set forth on Schedule B to this Agreement, and MDP shall deliver to
CYTEC the share  certificates  for the Series C  Preferred,  duly  endorsed  for
transfer to CYTEC.

8.   Representation and Warranties.
     ------------------------------

                                       11
<PAGE>

     (a) Each of WH and MDP represents  and warrants to CYTEC,  and CYTEC hereby
represents  and warrants to each of WH and MDP, as follows:  (i) this  Agreement
has been duly authorized, executed and delivered by such party and constitutes a
legal,  valid and binding  agreement  of such  party,  except as the same may be
limited by bankruptcy, insolvency,  moratorium,  reorganization or other laws of
general  applicability  relating to or affecting the  enforcement  of creditors'
rights and general principles of equity; (ii) the execution and delivery of this
Agreement,  and the performance hereof, does not constitute a violation of, or a
default  under,  the  certificate of  incorporation  or by-laws of such party or
under any indenture, trust, credit agreement,  mortgage,  preferred stock series
or other  material  agreement by which such party or its  properties is bound or
affected,  or conflict  with or violate in any material  respect any law,  rule,
regulation,  order,  judgment or decree  applicable to it or by which any of its
properties are bound or affected;  (iii) such party has all necessary  corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations hereunder and to consummate the transactions contemplated hereby;

     (b) MDP  represents  and  warrants  to CYTEC  that it has a good and lawful
right to sell the Series C Preferred to CYTEC as provided herein,  and that such
sale,  when  made  hereunder,  shall be free and  clear  of all  liens,  claims,
encumbrances and other rights of third parties.

9.       Miscellaneous.
         --------------

     (a)  Notices. All notices, requests, demands and other communications under
          this  Agreement  shall be in writing  and shall be deemed to have been
          duly given,

          (i)  On the date of service if served  personally on the party to whom
               notice is given,

          (ii) On the day of  transmission  if sent via facsimile  transmission,
               provided telephonic  confirmation of receipt if obtained promptly
               after completion of transmission,

          (iii)On the  business  day  after  delivery  to an  overnight  courier
               service or the  Express  mail  service  maintained  by the United
               States  Postal  Service,  provided  receipt of delivery  has been
               confirmed, or

          (iv) On the fifth day after mailing,  provided  receipt of delivery is
               confirmed,  if mailed to the party to whom notice is to be given,
               by first class mail,  registered or certified,  postage  prepaid,
               properly  addressed and return receipt  requested to the party as
               follows:

                If to CYTEC:

                Cytec Industries Inc.
                5 Garret Mountain Plaza
                West Paterson, NJ 07424
                Attn:  Secretary

                                       12
<PAGE>

                If to WH:

                Wyeth Holdings Corporation
                c/o Wyeth
                Five Giralda Farms
                Madison, NJ 07940
                Attn:  General Counsel

                If to MDP:

                MDP Holdings, Inc.
                1105 North Market Street, Suite 1300
                P.O. Box 8985
                Wilmington, DE 19801
                Attn:  Vice President

               Any party may  change its  address  by giving  the other  parties
               written notice of its new address in the manner set forth above.

     (b) Descriptive Headings.  The descriptive headings of the several sections
of this  Agreement  are  inserted  for  reference  only and  shall  not limit or
otherwise affect the meaning hereof.

     (c) Governing Law. Except for the Series C Preferred,  which is governed by
Delaware law, this Agreement  shall be governed by and construed and enforced in
accordance with the laws of the State of New Jersey.

     (d)  Counterparts.  This  Agreement may be executed  simultaneously  in any
number of counterparts,  each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

     (e)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby.  In such event, the parties shall negotiate in good faith toward mutual
agreeable substitute  provisions that are not subject to such legal defect so as
to  replicate,  as closely as  possible,  the intent and effect of the  original
provisions.

     (f) Entire Agreement. This Agreement is intended by the parties hereto as a
final and complete expression of their agreement and understanding in respect to
the subject contained herein. This Agreement supersedes all prior agreements and
understandings,  written or oral, between the parties, other than as provided in
the third WHEREAS clause of this Agreement, with respect to such subject matter.

13
<PAGE>

     (g)  Amendment.  This  Agreement  may not be  amended  except  by a written
instrument executed by the parties hereto.

     (h) No Third Party  Beneficiaries.  Nothing in this Agreement  shall convey
any rights  upon any person or entity  which is not a party or an  assignee or a
party to this Agreement.

     (i) Defined Terms.  Except for provisions hereof that set forth the amended
provisions  of the EMA and the OPEB Matters  Agreement,  capitalized  terms used
herein and not otherwise  defined shall have the meanings given to such terms in
the TDA.

                                       14
<PAGE>

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first above written.

WYETH HOLDINGS CORPORATION


By: /s/ Mary Kate Wold
    ------------------
Name:     Mary Kate Wold
Title:     Vice President


MDP HOLDINGS, INC.


By: /s/ Timothy T. Slater
    ---------------------
Name:    Timothy T. Slater
Title:    Vice President


CYTEC INDUSTRIES INC.


By: /s/ Roy Smith
    -------------
Name:    Roy Smith
Title:    Vice President

                                       15

<PAGE>

                                   Schedule A
                                   ----------


                           Wyeth Holdings Corporation

                            Wire Transfer Information



                  Bank Name:                         JPMorgan Chase Bank
                                                     1 Chase Manhattan Plaza
                                                     New York, NY  10005

                  ABA Number:                        021-000-021
                  (routing #)

                  SWIFT ID:                          CHASUS33

                  CHIPS ABA:                         0002

                  Account Name:                      Wyeth Holdings Corporation
                                                     Five Giralda Farms
                                                     Madison, NJ  07940

                  Account Number:                    323-312-535

                                       16
<PAGE>

                                   Schedule B


                               MDP Holdings, Inc.

                            Wire Transfer Information



                  Bank Name:                         Wilmington Trust Company
                                                     Rodney Square North
                                                     1100 North Market Street
                                                     Wilmington, DE  19890

                  ABA Number:                        031-100-092
                  (routing #)

                  Account Name:                      MDP Holdings, Inc.
                                                     1105 N. Market Street,
                                                     Suite 1229
                                                     Wilmington, DE  19801

                  Account Number:                    041154-000

                                       17
<PAGE>


                                   SCHEDULE C


                             Open Bound Brook Claims



1.  Tyrell, George         N400C1239271
2.  Kuhen, William         C395C3963949
3.  Phillips, Emmett       C395C4015649
4.  Michta, Andrew         C400C279850X

                                       18


<PAGE>

                                   Schedule D

                               Lead Pigment Claims

Lead Claimant                                           Status
CITY OF NEW YORK                                        Closed
BRENNER             R                                    Open
GERMAN              J                                   Closed
GATES, OMAR                                             Closed
ADAMS, ELIZABETH                                        Closed
SWEET, THOMAS                                           Closed
COFIELD, EARL                                           Closed
WEST, MILES                                             Closed
SMITH, REGINALD                                          Open
SMITH, SHATARA                                           Open
CAICEDO, ROBERT                                         Closed
CLEVELAND, ROBERT                                       Closed
KELLY, THOMAS                                           Closed
DE LAROSA, ARIEL                                         Open
DURAN, GENESIS                                           Open
DE LOS SANTOS, J.                                        Open
TIVVIS, JOSEPH                                          Closed
SPRING BRANCH                                           Closed
WALTERS, MARK                                            Open
CITY OF CHICAGO                                          Open
SHORTER, OCTAVIA                                         Open
SHORTER, GERALD                                          Open

                                       19
<PAGE>

BRANTLEY, CHRISTIE                                       Open
HAMILTON, BRANDO                                         Open
HOUSTON INDEPENDENT SCHOOL                              Closed
BORDEN, DANNY                                           Closed
HARRIS COUNTY, TX                                       Closed
LEWIS, MARY                                              Open
JACKSON, R                                               Open
SABATOR, KAYLA                                           Open
THOMAS, STEVEN                                           Open
RHODE ISLAND, STATE OF                                   Open
ST LOUIS, CITY OF                                        Open
SANTA CLARA COUNTY                                       Open
JEFFERSON SCHOOL DIST                                    Open
QUITMAN SCHOOL                                           Open
ESSEX COUNTY NJ,                                         Open
CITY OF JERSEY, CITY                                     Open
NEWARK, CITY OF                                          Open
IRVINGTON TOWNSHIP                                       Open
CUMBERLAND COUNTY                                        Open
NORTH PLAINFIELD                                         Open
CITY OF CAMDEN                                           Open
PHILLIPSBURG, NJ                                         Open
CITY OF GLOUCESTER                                       Open
COLLINGSWORTH                                            Open
HIGHLAND PARK                                            Open

                                       20
<PAGE>

CITY OF PLAINFIELD                                       Open
ROSELLE                                                  Open
CITY OF PASSAIC                                          Open
CITY OF UNION CITY                                       Open
COUNTY OF UNION                                          Open
CITY OF LINDEN                                           Open
BAYONNE, CITY OF                                         Open
EAST ORANGE                                              Open
HILLSIDE TOWNSHIP                                        Open
UNION TWP. NJ,                                           Open
ROSELLE PARK                                             Open
GLOUCESTER COUNTY                                        Open
TOWN OF WEST NEW YORK                                    Open
WEST ORANGE                                              Open


                                       21