EXHIBIT 4.12
AMENDMENT NO. 5
TO THE
ASHLAND INC.
EMPLOYEE SAVINGS PLAN
As Restated Effective January 1, 2003
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WHEREAS, Ashland Inc. established the Ashland Inc. Employee
Savings Plan (known as the Ashland Inc. Employee Thrift Plan before October
1, 1995) originally effective June 1, 1964 for the benefit of employees
eligible to participate therein;
WHEREAS, the aforesaid Plan was amended from time to time and, as
so amended, was completely amended and restated effective October 1, 1976
to comply with the provisions of the Employee Retirement Income Security
Act of 1974;
WHEREAS, the aforesaid amended and restated Plan was further
amended from time to time and was completely amended and restated effective
on October 1, 1980, on October 1, 1983, on October 1, 1985, on October 1,
1989, on October 1, 1995 on January 1, 1997 and on January 1, 2003;
WHEREAS, Article 20 of the aforesaid amended and restated Plan,
reserves to Ashland Inc. the right to further amend the Plan; and
WHEREAS, Ashland Inc. desires to make further amendments to the Plan;
NOW, THEREFORE, Ashland Inc. does hereby further amend the Ashland
Inc. Employee Savings Plan effective for contributions allocated to the
Plan on or after August 1, 2005 (or as soon thereafter as is
administratively feasible), in accordance with the following terms and
conditions:
1. Effective for contributions allocated to the Plan on or after August 1,
2005, or as soon thereafter as is administratively feasible, the first
sentence of Section 7.1(b) of the Plan is amended to read as follows:
Effective with respect to an eligible Member's Basic Contributions made to
the Plan from Compensation processed after June 30, 2003 and allocated to
the Plan before August 1, 2005, the Participating Companies shall
contribute to the Trust, in cash or in kind, on behalf of each Member for
whom there are Member Basic Contributions, the amount derived from the
following table, provided that such amount is allocated to the Plan before
August 1, 2005:
2. Effective for contributions allocated to the Plan on or after August 1,
2005, or as soon thereafter as is administratively feasible, a new Section
7.1(c) is added to the Plan as follows:
(c) After July 31, 2005. Effective with respect to an eligible
Member's Basic Contributions allocated to the Plan after July 31,
2005, or as soon thereafter as is administratively feasible, the
Participating Companies shall contribute to the Trust, in cash or
in kind, on behalf of each Member for whom there are Member Basic
Contributions, the amount derived from the following table:
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Column 1 Column 2
Successive Levels of Member Basic Contributions, as a Participating Company Contributions as a Percentage of each
Percentage of Compensation, to which Levels of Level of Member Basic Contributions in Column 1
Participating Company Contributions Relate
- --------------------------------------------------------------- -------------------------------------------------------------
1. at least 1% and not greater than 5% 1. 110%, to a maximum of 5.5% of Compensation
- --------------------------------------------------------------- -------------------------------------------------------------
Any forfeitures under the Plan shall be used to reduce the amount
of the Participating Companies' contributions that would otherwise
be contributed under this Section 7.1. The determination of the
amount of the aggregate Participating Company contributions, and
the payment thereof, for each payment of Compensation for which a
contribution is to be made shall be made as soon as practicable
after the payment of such Compensation, as arranged, from time to
time, between the Sponsoring Company and the Trustee. Subject to
the limitations of Section 7.2 and Section 7.3 of the Plan, the
Participating Company contributions made with regard to each
Member's Basic Contributions shall be allocated to the Account of
each such Member for the period for which such allocation is being
made and shall be invested pursuant to the Member's investment
election for contributions of the Member under Articles 5 and 6.
Each Participating Company's share of the aggregate Participating
Company contributions for any period for which an allocation is
made shall equal the sum of the allocations pursuant to this
Section 7.1 of such aggregate Participating Company contributions
to the Accounts of the Members employed by such Participating
Company during such period.
IN WITNESS WHEREOF, the Sponsoring Company has caused this
Amendment No. 5 to the Plan to be executed this 2nd day of
May, 2005.
ATTEST: ASHLAND INC.
/s/ David L. Hausrath By: /s/ Susan B. Esler
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Secretary Title: Vice President,
Human Resources