Common use of Automatic Assignment Clause in Contracts

Automatic Assignment. On or about July 1, 2003, certain businesses of WSL will be transferred, assigned or otherwise conveyed (the occurrence of such event, the "Transfer") to Wachovia Capital Markets, LLC or another newly formed affiliate of WSL ("WCM"). Each of the parties hereto expressly consents to the assignment by WSL of all of its rights and obligations hereunder to WCM simultaneous with the Transfer. Each of the parties acknowledges and agrees that upon the occurrence of the Transfer, such assignment shall be effective without any further action by any of the parties hereto and from and after the Transfer: (i) WCM shall be a party hereto and shall have all rights and obligations of WSL hereunder and (ii) WSL shall cease to be a party hereto and shall be released from its obligations hereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, Wachovia and the several Underwriters. Very truly yours, WACHOVIA SECURITIES, LLC By: /s/ William J. Cohane -------------------------------------- Name: William J. Cohane Title: Vice ▇▇▇▇▇▇▇▇▇ WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Eric D. Schlotterbeck -------------------------------------- Name: Eric D. Schlotterbeck Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted as of the date first above written. WACHOVIA SECURITIES, LLC By: /s/ William J. Cohane -------------------------------------- Name: William J. Cohane Title: Mana▇▇▇▇ ▇▇▇▇▇▇▇▇ NOMURA SECURITIES INTERNATIONAL, INC. By: /s/ N. Dante LaRocca -------------------------------------- Name: N. Dante LaRocca Title: Manag▇▇▇ ▇▇▇▇▇▇▇▇ CITIGROUP GLOBAL MARKETS INC. By: /s/ Paul T. Vanderslice -------------------------------------- Name: Paul T. Vanderslice Title: Ma▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEHMAN BROTHERS INC. By: /s/ ▇▇▇▇▇ Kravetz -------------------------------------- Name: Larry Kravetz Title: Managing ▇▇▇▇▇▇▇▇ EXHIBIT A Computational Materials N/A EXHIBIT B Term Sheets SCHEDULE I Underwriting Agreement dated June 24, 2003:

Automatic Assignment. On or about July 1, 2003, certain businesses of WSL Wachovia Securities, LLC will be transferred, assigned or otherwise conveyed (the occurrence of such event, the "“Transfer"”) to Wachovia Capital Markets, LLC or another newly formed affiliate of WSL entity ("“WCM"”). Each of the parties hereto expressly consents to the assignment by WSL Wachovia Securities, LLC of all of its rights and obligations hereunder to WCM simultaneous simultaneously with the Transfer. Each of the parties acknowledges and agrees that upon the occurrence of the Transfer, such assignment shall be effective without any further action by any of the parties hereto and from and after the Transfer: , (i) WCM shall be a party hereto and shall have all rights and obligations of WSL Wachovia Securities, LLC hereunder and (ii) WSL Wachovia Securities, LLC shall cease to be a party hereto and shall be released from its obligations hereunder. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement among between the Company, Wachovia Underwriters and the several UnderwritersCompany in accordance with its terms. Very truly yours, WACHOVIA SECURITIES, LLC CYTEC INDUSTRIES INC By: /s/ William J. Cohane -------------------------------------- Name: William J. Cohane Title: Vice ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ WACHOVIA BANKTitle: Executive VP and CFO CONFIRMED AND ACCEPTED, NATIONAL ASSOCIATION as of the date first above written: By: ABN AMRO INCORPORATED By: /s/ Eric D. Schlotterbeck -------------------------------------- Name: Eric D. Schlotterbeck Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Authorized Signatory By: WACHOVIA SECURITIES, LLC ByBY: /s/ William J. Cohane -------------------------------------- Name: William J. Cohane Title: Mana▇▇▇▇ ▇▇▇▇▇▇▇▇ NOMURA SECURITIES INTERNATIONALWachovia Securities, INCLLC Authorized Signatory For themselves and as Representatives of the Underwriters named in Exhibit A hereto. By: /s/ N. Dante LaRocca -------------------------------------- Name: N. Dante LaRocca Title: Manag▇▇▇ ▇▇▇▇▇▇▇▇ CITIGROUP GLOBAL MARKETS INC. By: /s/ Paul T. Vanderslice -------------------------------------- Name: Paul T. Vanderslice Title: Ma▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEHMAN BROTHERS INC. By: /s/ ▇▇▇▇▇ Kravetz -------------------------------------- Name: Larry Kravetz Title: Managing ▇▇▇▇▇▇▇▇ EXHIBIT A Computational Materials N/A EXHIBIT B Term Sheets SCHEDULE I Name of Underwriter Principal Amount of Securities ABN AMRO Incorporated……………………………………………... 75,000,000 Wachovia Securities, LLC……………………………………………... 75,000,000 Citigroup Global Markets Inc………………………………………….. 30,000,000 Credit Lyonnais Securities, Inc………………………………………… 10,000,000 PNC Capital Markets, Inc……………………………………………… 10,000,000 Total…………………………………………………………... $200,000,000 ================= Underwriting Agreement dated June 24, 2003:2003 Registration Statement No. 333-51876 Title: 4.60% Senior Notes Due 2013. Principal Amount: $200,000,000. Indenture: Indenture dated as of March 15, 1998, as supplemented by the First Supplemental Indenture dated as of May 11, 1998, between Cytec Industries Inc. and JPMorgan Chase Bank (as successor to PNC Bank, National Association, under the Indenture), as Trustee. Interest Rate: 4.60% per annum to July 1, 2013, commencing January 1, 2004, payable semiannually in arrears on the dates set forth below, to holders of record on the preceding December 15 or June 15, as the case may be. Interest Payment Dates: January 1 and July 1. Date of Maturity: July 1, 2013. Purchase Price (include accrued interest or amortization, if any): 99.984%