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                                                                Exhibit 10.12(f)

                                                As Amended and Restated 4/6/2001

                       RULES OF GENERAL APPLICATION UNDER
                         THE CYTEC INDUSTRIES INC. 1993
                         STOCK AWARD AND INCENTIVE PLAN


RULE 3. This Rule applies to Performance Stock Awards granted by the
Compensation and Management Development Committee (the "Committee") with respect
to the 2001, 2002 and 2003 Performance Periods and related Performance Cash
Awards granted with respect to the 2001 Performance Period to persons who are
not, as of the date of grant, Executive Officers of the Corporation. The names
of such persons who have been granted awards with respect to the 2001
Performance Period are listed on Exhibits A and B to a separate document
entitled "Award Targets - Non-Officers", such separate document being
hereinafter called the "Target Document". This rule is adopted by the Executive
Committee pursuant to Paragraph (e) of Rule No. 1 under the Plan.

     (a) DEFINITIONS. As used in this Rule, the following terms shall have the
     following respective meanings:

          (i) "EBIT" means, with respect to any business unit for any fiscal
          year constituting a Performance Period, the earnings before interest
          and taxes of such business unit, determined on a basis consistent with
          the accounting principles used in determining EBIT in the
          Corporation's audited financial statements for such year; PROVIDED,
          that in the event of an acquisition by a business unit of another
          company or business, pro forma financing charges as determined by the
          Executive Committee, representing a financing charge for the purchase
          price, will be subtracted from the business unit's actual EBIT in
          determining EBIT for purposes of the Target Document (unless the
          proforma financing charge was considered by the Executive Committee in
          setting the EBIT target); PROVIDED, FURTHER, that the setting of new
          EBIT targets will not be affected by such financing charges.

          (ii) "Performance Period" means January 1-December 31, 2001, January
          1-December 31, 2002,

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          or January 1-December 31, 2003, as the context requires.

          (iii) "Plan" means the 1993 Stock Award and Incentive Plan of the
          Corporation, as amended.

          (iv) Terms defined in the Plan and used, but not defined, in this rule
          shall have the respective meanings ascribed thereto in the Plan.

     (b) PERFORMANCE TARGETS (2002 ET SEQ.) Beginning with the 2002 Performance
     Period and subject to paragraph (e) below ("Right to Change Targets") and
     subject to paragraph (f) below ("Deferred Stock Awards"), and subject to
     the terms of the Performance Stock Award Grant Letters, restrictions on
     Performance Stock Awards made to persons who, on the date of grant, are not
     Executive Officers of the Corporation shall lapse if and to the extent that
     the EPS performance targets established under Rule No. 1 are achieved, such
     targets being adopted by the Executive Committee for purposes of this Rule
     and incorporated herein by reference.

     (c) STAFF PERSONNEL (2001). Set forth on Exhibit A to the Target Document
     are the names of certain Participants who have been granted Performance
     Stock Awards and Performance Cash Awards. Subject to Paragraph (e) below
     ("Right to Change Targets") and subject to Paragraph (f) below ("Deferred
     Stock Awards"), and subject to the terms of the Performance Stock Award and
     Performance Cash Award Grant Letters, lapsing of the restrictions on the
     Performance Stock Awards and payment of the cash provided for in the
     related Performance Cash Awards for the 2001 Performance Period for these
     Participants, as applicable, shall be governed (except to the extent
     otherwise specified on Exhibit A), as to 100% of such Awards, by the
     targets established under Rule No. 1 under the Plan, as adopted by the
     Committee ("Rule No. 1"), such targets being adopted by the Executive
     Committee for purposes of this Rule and incorporated herein by reference.

     (d) BUSINESS GROUP PERSONNEL (2001). Set forth on Exhibit B to the Target
     Document are the names and business units of certain other Participants who
     have been granted Performance Stock Awards and Performance Cash Awards. As
     to these Participants (except to the extent otherwise specified on Exhibit
     B), Performance Stock Awards and related Performance Cash Awards for the
     2001 Performance Period shall each be divided into two portions: the "30%
     Portion," consisting of

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     30% of each Award (rounded up to the nearest whole dollar or the nearest
     whole share, as the case may be), and the "70% Portion," consisting of the
     remaining portion of each such Award. Subject to Paragraph (e) below
     ("Right to Change Targets") and subject to Paragraph (f) below ("Deferred
     Stock Awards"), and subject to the terms of the Performance Stock Award and
     Performance Cash Award Grant Letters:

          (i) PAYOUT TARGETS - 30% PORTION. Lapsing of the restrictions on the
          30% Portion of these Performance Stock Awards and payment of the cash
          provided for in the related 30% Portion of the Performance Cash Awards
          shall be governed by the targets established under Rule No. 1, which
          are incorporated herein by reference; and

          (ii) PAYOUT TARGETS - 70% PORTION. Lapsing of restrictions on the 70%
          Portion of these Performance Stock Awards and payment of the cash
          provided for in the related 70% Portion of the Performance Cash Awards
          shall occur if and to the extent that the respective business unit
          EBIT targets set forth on Exhibit B to the Target Document are met. If
          business unit EBIT is, in any fiscal year, greater than any applicable
          minimum amount shown on Exhibit B to the Target Document for such
          fiscal year, and less than the applicable maximum amount, then, in the
          case of the 70% Portion for a Participant named on such Exhibit B, the
          actual number of shares of Common Stock that shall vest, and the
          actual payout on the Performance Cash Award, shall be pro-rated. Any
          resulting fractional shares that vest shall be rounded up to the
          nearest whole share. The amount payable in respect of any Performance
          Cash Award shall be paid as soon as practicable after determination
          that the Award is payable.

     (e) RIGHT TO CHANGE TARGETS. The Executive Committee (or, in the case of
     any Grantee who subsequently becomes an Executive Officer of the
     Corporation, the Committee) reserves the right from time to time in its
     sole discretion to change the EBIT, EPS and Cash Flow Targets set forth in
     the Target Document, or incorporated herein by reference, to take into
     account developments in the Corporation's business, or in the business of
     any one or more business units, and/or to take into account changes in the
     structure of any business unit or of any Participant's responsibilities
     which were not fully contemplated at the time the targets were set or last
     revised;

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     PROVIDED that any such change must be made at or prior to the end of the
     Performance Period to which the target relates.

     (f) DEFERRED STOCK AWARDS. (i) If, as of the date on which any Performance
     Stock Award is to vest, any Participant's compensation for such year is
     such that it would exceed the maximum amount which is deductible by the
     Corporation under Section 162(m) of the Internal Revenue Code, the number
     of shares constituting such Performance Stock Award, to the extent of such
     excess amount, shall be forfeited and the Participant will be issued a
     Deferred Stock Award as defined in Section 6(h) of the Plan, equal to the
     number of shares so forfeited. Such Deferred Stock Award shall accrue
     Dividend Equivalents which will be deferred in the form of additional
     Deferred Stock Awards based on the Closing Price of the Corporation's
     Common Stock in the New York Stock Exchange Consolidated Tape on the date
     on which the related dividend is paid on the Corporation's Common Stock.

     (ii) The Committee may, prior to the beginning of the Performance Period
     with respect to a Performance Stock Award (or during such Performance
     Period, with respect to a Performance Stock Award granted during such
     Performance Period or not more than one month prior thereto), offer a
     Participant who has been granted such an award the opportunity to elect to
     defer all or a specified portion of such award in the form of a Deferred
     Stock Award. If a Participant elects deferral in accordance with the
     procedures established by the Committee, then, effective as of the date on
     which the related award of Performance Stock is to vest, the total award
     (or such lesser percentage of such total award as shall have been elected
     by the Participant and accepted by the Committee) shall be forfeited, and
     the Participant will be issued instead a Deferred Stock Award, as defined
     in Section 6(h) of the Plan, equal to the number of shares of Performance
     Stock so forfeited. Such Deferred Stock Award shall accrue Dividend
     Equivalents which will be deferred in the form of additional Deferred Stock
     based on the Closing Price of the Corporation's Common Stock in the New
     York Stock Exchange Consolidated Tape on the date on which the related
     dividend is paid on the Corporation's Common Stock. In the event that the
     Participant qualifies for a Deferred Stock Award under either this
     sub-paragraph or under sub-paragraph (f)(i) of this Rule No. 3, the
     Deferred Stock Award provided for under this sub-paragraph shall be granted
     first, before any Deferred Stock Award shall be granted under said
     sub-paragraph (f)(i).

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     (iii) Deferred Stock resulting from deferral of Dividend Equivalents will
     likewise bear Dividend Equivalents.

     (g) PERFORMANCE CASH AWARDS.

     (i) As provided in the Target Document, under certain circumstances the
     amount of Performance Cash that vests may exceed the nominal amount of the
     award, as set forth in the Grant Letter. For the Year 2001 Performance
     Period, the nominal percentage of Performance Cash that vests, as set forth
     in the Target Document, is multiplied by the applicable Market Value index
     set forth in the target document established under Rule No. 1 in order to
     determine the actual amount of Performance Cash that vests.

     (ii) In the case of a "Change in Control," the amount of a Performance Cash
     Award that vests in respect of any Performance Period for which a greater
     than 100% payout is possible is as follows: the full potential amount of
     the Award (i.e. the Award at the 200% payout level) is deemed to be the
     size of the Award, and shall be multiplied by the applicable Market Value
     index (determined as provided in Rule No. 1) in order to determine the
     amount of Performance Cash that so vests.

     (h) COMMITTEE APPROVAL. The targets set forth herein and in the Target
     Document, to the extent not previously reported to the Committee, will be
     reported to the Committee and, pursuant to Paragraph (e) of Rule No. 1,
     will be deemed approved and ratified by such Committee. Changes made to
     targets (see paragraph (e) above) may be so reported after the close of the
     Performance Period without affecting the validity of any change.

     (i) ADDITIONAL BONUSES. The foregoing long-term incentive awards are not
     intended to be exclusive, and the Corporation may grant any other
     additional forms of compensation, including but not limited to annual
     incentive compensation, stock options, special recognition awards, stock
     appreciation rights or any other form of compensation whatsoever.