<PAGE>
Exhibit 10.12(j)
CYTEC EXCESS RETIREMENT BENEFIT PLAN
(as amended 9/23/98 and 5/11/00)
Effective as of January 1, 1994, Cytec Industries Inc. (the "Company")
hereby establishes the Cytec Excess Retirement Plan (the "Plan"). The Plan is
intended to constitute an unfunded "excess benefit plan" as defined in Section
3(36) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") which is exempt from ERISA's provisions. The Plan provides benefits in
excess of the limitations imposed by Section 415 of the Internal Revenue Code of
1986, as amended (the "Code") on the benefits of certain employees participating
in the Cytec Past Service Retirement Plan and the Cytec Salaried and
Nonbargaining Employees' Retirement Plan. The Plan is not a qualified plan under
the Code and benefits are paid by or on behalf of the Employer.
The Plan is intended to replace that portion of the American Cyanamid
Company and Subsidiaries ERISA Excess Retirement Plan (the "Cyanamid Excess
Plan") which provided benefits in excess of the limits imposed by Section 415 of
the Code. Pursuant to the Transfer and Distribution Agreement dated December 17,
1993 between American Cyanamid Company and Cytec Industries Inc., the Plan
assumes such excess liabilities attributable to employees of the Company and
certain subsidiaries of the Company covered by the Cyanamid Excess Plan on
December 31, 1993 who became employees of an Employer 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 "Board of Directors" means the Board of Directors of Cytec Industries
Inc.
1.3 "Eligible Employee" means any person employed by the Employer who is a
participant in the Employees' Retirement Plan and/or the Past Service Plan and
whose vested benefits payable under either or both of the Retirement Plans are
subject to the Section 415 Limitation in any Plan Year.
1.4 "Employees' Retirement Plan" means the Cytec Salaried and
Nonbargaining Employees' Retirement Plan, as amended from time to time.
1.5 "Employer" shall mean the Company, D Aircraft Products, Inc., Cytec
Fiberite Inc., any successors thereto, and any of the Company's subsidiaries
which adopts the Plan with the consent of the Board of Directors.
1.6 "Excess Benefit" shall mean the annual retirement benefit payable
pursuant to the terms of this Plan.
2
<PAGE>
1.7 "Member" means an Eligible Employee who becomes a Member pursuant to
Article II.
1.8 "Normal Retirement Date" means the Normal Retirement Date as defined
in the Employees' Retirement Plan.
1.9 "Past Service Plan" means the Cytec Past Service Retirement Plan.
1.10 "Pension Plan Benefit" means the aggregate annual retirement benefit
payable to or on account of a Member from the Retirement Plans.
1.11 "Pension Administration Committee" means the Pension Administration
Committee created by the Board of Directors, and any successor thereto.
1.12 "Plan" means this Cytec Excess Retirement Plan, as set forth herein,
as amended from time to time.
1.13 "Plan Year" means each twelve (12) consecutive month period
commencing each January 1 and ending on the following December 31.
1.14 "Retirement Plans" means the Past Service Plan and the Employees'
Retirement Plan.
1.15 "Section 415 Limitation" means the limitation under Section 415 of
the Code on annual benefits payable from the Retirement Plans.
1.16 "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.
1.17 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 a "Section" or "Article"
3
<PAGE>
shall mean the indicated section or article of this Plan unless otherwise
specified.
ARTICLE II
Participation
Each Eligible Employee who qualifies for a normal, early or deferred
Pension Plan Benefit under the Retirement Plans shall be entitled to an Excess
Benefit computed in accordance with Section 3.1, provided that he is credited
with at least five Years of Service on the date of his retirement.
ARTICLE III
Excess Benefit
3.1 Amount of Excess Benefit
The amount of a Member's Excess Benefit shall be equal to the difference
between the Member's Pension Plan Benefit, expressed as a straight life annuity
with no ancillary benefits, and the Pension Plan Benefit, expressed as a
straight life annuity with no ancillary benefits, which would have been payable
to the Member under the Retirement Plans absent the Section 415 Limitation.
3.2 Benefits Upon Reemployment
If a Member is rehired after he is entitled to an Excess Benefit his
Excess 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. The Excess
Benefit payable after his subsequent retirement or separation shall be the
benefits earlier applicable, plus any additional benefits computed in accordance
with
4
<PAGE>
Section 3.1 insofar as additional employment entitled him to additional
benefits.
ARTICLE IV
Vesting
An Eligible Employee shall become vested in his Excess Benefit in
accordance with the same schedule and rules as are applicable in determining
when he becomes vested in his Pension Plan Benefit.
ARTICLE V
Death Benefits
A surviving spouse or contingent annuitant shall be entitled to the same
survivor annuity as provided for under the Employees' Retirement Plan. A pension
death benefit shall be payable under this Plan if a Member dies while eligible
to retire under Article III and at such time, the Member has a preretirement
survivor annuity election (including an automatic option) in effect under the
Employees' Retirement Plan. The Member's surviving spouse or contingent
annuitant entitled to receive the preretirement survivor annuity under the
Employees' Retirement Plan shall receive a benefit calculated pursuant to
Section 3.1 hereof and adjusted in accordance with the option elected by the
Member. An Excess Benefit payable to a beneficiary under this Plan upon the
death of a Member will cease at the same time the survivor benefit is terminated
under the Employees' Retirement Plan. If a Member has waived preretirement
survivor annuity coverage under the Employees' Retirement Plan, no death benefit
shall be payable hereunder.
5
<PAGE>
ARTICLE VI
Benefit Payments
6.1 Form of Payment
A Member's Excess Benefit payable under Article III of this Plan will be
paid the same form and beginning at the same time as the Member's Pension Plan
Benefit under the Employees' Retirement Plan. A Member's designation of a joint
annuitant and/or beneficiary under the Employees' Retirement Plan will also
apply to Excess Benefits under this Plan.
6.2 Lump Sum Cash-Outs
Notwithstanding Section 6.1, if the Member's Excess Benefit payable under
Article III of this Plan when combined with the Member's SERP Benefit under the
Cytec Supplemental Employees' Retirement Plan, if applicable, are less than $500
per month in the aggregate, the Pension Administration Committee shall
immediately distribute the Excess Benefit in a lump sum to the Member. For
purposes of this calculation, the Excess Benefit and the SERP Benefit shall be
expressed as a single life annuity payable immediately. For purposes of
determining the present value of the lump sum, the actuarial assumption set
forth in the Retirement Plans for determining present value shall apply.
If a Member's Excess Benefit would have been distributed in a lump sum
under the foregoing paragraph if this provision had been in effect when the
Member commenced benefit payments, the Pension Administration Committee shall
offer the Member a one-time irrevocable election to commute the remaining
annuity payments and take a lump sum distribution.
6
<PAGE>
Notwithstanding the foregoing, the Pension Administration Committee shall
not pay a lump sum distribution to any Member who is also covered by the Cytec
Executive Supplemental Employees' Retirement Plan.
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
The Pension Administration Committee shall have the responsibility:
(a) To administer the Plan in accordance with the terms hereof, and to
exercise all powers specifically conferred upon the Pension Administration
Committee hereby or necessary to carry out the provisions thereof.
(b) To construe this Plan, which construction shall be conclusive, correct
any defects, supply omissions, and reconcile inconsistencies to the extent
necessary to effectuate the Plan.
(c) To keep all records relating to Members of the Plan and such other
records as are necessary for proper operation of the Plan.
7
<PAGE>
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, 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, is entitled to,
the Employer shall indemnify such fiduciary from all claims for liability, loss
or damage (including payment of
8
<PAGE>
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
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 Excess 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 Excess 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
9
<PAGE>
Directors, with or without a meeting, or shall be made in writing by the Pension
Administration Committee, or any other committee or person to the extent that
the Board of Directors has specifically delegated the authority to make such
amendment to the Plan to the Pension Administration Committee or such other
committee or person.
(b) If the Plan is terminated, a determination shall be made of each
Member's Excess 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 an Excess Benefit.
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 benefit 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.
10
<PAGE>
8.5 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.
8.6 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.
11
