EXHIBIT 24.2
C E R T I F I C A T I O N
The undersigned certifies that he is Secretary of ASHLAND INC.
("ASHLAND"), a Kentucky corporation, and that, as such, he is authorized to
execute this Certificate on behalf of ASHLAND and further certifies:
(a) Attached hereto marked as Exhibit A is a true and correct
copy of resolutions duly adopted by the Board of
Directors of ASHLAND (formerly New EXM Inc.) by Unanimous
Action effective 1:00 p.m., June 29, 2005.
IN WITNESS WHEREOF, I have signed and sealed this Certification this
9th day of August, 2005.
/s/ David L. Hausrath
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David L. Hausrath, Secretary
(S E A L)
Exhibit A
CERTIFICATE OF UNANIMOUS ACTION OF
BOARD OF DIRECTORS OF
NEW EXM INC.
The board of directors of New EXM Inc., a Kentucky corporation
(the "Corporation"), adopts the following resolutions and takes the
following actions by unanimous written consent in lieu of a meeting:
WHEREAS, at a special meeting held on June 29,2005, the
shareholders of Ashland Inc., a Kentucky corporation, approved the
transactions contemplated by that certain Master Agreement, dated March
18,2004, as amended April 27,2005 (the "Master Agreement"), as a result of
which the Corporation will, through a series of mergers, become the
successor to Ashland Inc.; and
WHEREAS, the closing of the transactions contemplated by the
Master Agreement is scheduled to occur June 30, 2005; and
WHEREAS, the annual meeting of the sole shareholder of the
Corporation is scheduled to be held immediately after the effective time of
these resolutions, at which it is anticipated that the sole shareholder of
the Corporation will elect all of the current directors of Ashland Inc. as
directors of the Corporation; and WHEREAS, the board of directors desires
to take such actions as may be necessary or appropriate to position the
Corporation to proceed with the closing of the transactions contemplated by
the Master Agreement and to prepare the Corporation to become the successor
to Ashland Inc. upon the closing; *
ASSUMPTION OF OBLIGATIONS
FURTHER RESOLVED, that, effective upon the merger of EXM LLC into
the Corporation, as contemplated by the Master Agreement, the Corporation
shall enjoy all of the rights currently enjoyed by Ashland Inc. and shall
assume and thereafter perform, in accordance with their terms, all of the
obligations of Ashland Inc. under any contract, lease, plan, instrument or
other document to which it was a party or by which it or its assets were
bound at the time of the closing of the transactions contemplated by the
Master Agreement, and the officers of the Corporation are authorized to
execute and deliver on behalf of the Corporation such assumption agreements
and other documents, amendments and agreements as they deem necessary or
appropriate in order to evidence such succession and assumption.
Without limiting the generality of the foregoing resolution, be it
FURTHER RESOLVED, that, at the effective time of the merger of EXM
LLC into the Corporation, the Corporation shall assume, and be substituted
for Ashland Inc. as its successor under, all executive and employment
agreements, stock incentive plans and grants and agreements (as adjusted in
accordance with their terms for the transactions contemplated by the Master
Agreement), severance and retirement agreements and employee benefit plans
(including deferred compensation plans) of Ashland Inc., and all
registration statements filed by Ashland Inc. with respect thereto, and the
execution, delivery and filing of any documentation deemed necessary or
appropriate by the officers of the Corporation to effect such assumption
and substitution are authorized and approved.
FURTHER RESOLWD, that, in conjunction with the closing of the
transactions contemplated by the Master Agreement, the appropriate officers
of the Corporation are hereby authorized to file an amendment to any
registration statement of Ashland Inc. expressly adopting such statement as
its own registration statement for all purposes of the Securities Act of
1933, as amended and the Securities Exchange Act of 1934, as amended and
setting forth any additional information necessary to reflect material
changes made in connection with or resulting from the succession, or
necessary to keep any registration statement from being misleading in any
material respect, and to cause such amendment to become effective.
ENABLING RESOLUTION
FURTHER RESOLVED, that the officers of the Corporation, and the
persons duly appointed by them to act as their agent and on their behalf,
are authorized to take such actions on behalf of the Corporation as they
deem necessary or appropriate in order to implement the foregoing
resolutions and carry out their intent and purposes, and to satisfy the
conditions of and consummate the transactions contemplated by the Master
Agreement, and, to the extent earlier accomplished, such actions are
adopted by the Corporation and ratified, approved and confirmed.
The undersigned certify they constitute all of the directors of
New EXM Inc. and consent to and waive any notice required in connection
with the adoption of the foregoing resolutions and the taking of the
actions contemplated thereby.
Executed effective as of 1 :00 p.m., June 29, 2005.
/s/ James J. O'Brien
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James J. O'Brien
/s/ J. Marvin Quin
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J. Marvin Quin
/s/ David L. Hausrath
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David L. Hausrath