EXHIBIT 4.9
AMENDMENT NO. 2
ASHLAND INC.
LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, Ashland Inc. (formerly known as Ashland Oil, Inc. prior
to January 28, 1995) first established the Ashland Inc. Leveraged Employee
Stock Ownership Plan (the "Plan"), effective October 1, 1985, for the
benefit of the employees of the Sponsoring Company and of the Participating
Companies eligible to participate therein; and
WHEREAS, the Plan was last amended and restated generally
effective October 1, 1997 and said restatement reserved to Ashland Inc. the
power and authority to further amend the Plan;
NOW, THEREFORE, Ashland Inc. does hereby further amend the Plan
effective as of June 30, 2005, but contingent on the closing on June 30,
2005 of the transaction that is the subject of a special meeting of the
shareholders of Ashland Inc. on June 29, 2005, in accordance with the
following terms and conditions:
1. Effective June 30, 2005, the paragraph following the numbered
subsections of Section 2.1(b) is changed in its entirety to read as
follows:
Effective January 1, 1998, the Marathon Ashland Petroleum LLC and its
subsidiaries shall be included within the definition of Affiliated Company
hereunder for the purpose of applying the provisions of the Plan relating
to the determination of an individual's Period of Service and for the
purpose of applying the provisions of the Plan relating to the
determination of whether an individual has incurred a Termination of
Employment. Effective June 30, 2005, the reference to the Marathon Ashland
Petroleum LLC and its subsidiaries shall include their successors and the
Marathon Oil Corporation and its subsidiaries and successors shall be
included within the definition of Affiliated Company hereunder for the
purpose of applying the provisions of the Plan relating to the
determination of an individual's Period of Service and for the purpose of
applying the provisions of the Plan relating to the determination of
whether an individual has incurred a Termination of Employment with respect
to the following two groups of Members:
(i) Members whose employment was transferred to the Marathon Ashland
Petroleum LLC or its subsidiaries after December 31, 1997 and
before June 30, 2005, but excluding any such Member who ceased to
work for the Marathon Ashland Petroleum LLC or its subsidiaries
and who received or who thereby became eligible to receive a
distribution of the benefit provided under this Plan; and
(ii) Members whose employment is transferred on or about June 30, 2005
to the Marathon Oil Corporation or its subsidiaries and
successors, excluding any such Member who worked for Valvoline
Instant Oil (VIOC Centers) on June 29, 2005.
2. Effective June 30, 2005, the following new Section 4.7 is added
to the Plan as follows:
4.7 Other Stock Payments Regarding Common Stock. For all purposes
under the Plan, references to:
(a) Dividends, whether cash or in-kind;
(b) In-kind dividends;
(c) In-kind dividends which consist of stock;
(d) In-kind stock dividends; and (e) Stock dividends
shall include any payment to the Plan in respect of or in exchange for any
Common Stock. Therefore, any such payment to the Plan in respect of or in
exchange for any Common Stock shall be allocated in the same manner to
Accounts under the Plan as would any dividend referred to in (a)-(e) of
this Section 4.7.
3. Effective June 30, 2005, Section 7.5(c)(ii) is amended in its
entirety as follows:
(ii) Members Employed by Certain Affiliated Companies. For
purposes of this Section 7.5, a Member employed with -
I. the Marathon Ashland Petroleum LLC or
any of its subsidiaries or any of their
successors; or
II. the Marathon Oil Corporation and its
subsidiaries and successors
and who is otherwise a Qualified Member shall,
notwithstanding any provisions hereof to the contrary,
have the amount subject to such Member's election under
paragraph (b) of this Section 7.5 distributed to such
Member. Such distribution shall, unless elected otherwise
by the Member, be distributed in Common Stock, with
fractional shares distributed in cash. Such Member shall
be allowed to elect to have the distribution made
entirely in cash. The Sponsoring Company may prescribe
administrative procedures to effectuate distributions
under this sub-paragraph (ii) of this paragraph (c), from
time to time, and such distributions shall be subject to
the provisions of Section 6.6 of the Plan on direct
rollovers.
IN WITNESS WHEREOF, the Sponsoring Company has caused this
Amendment No. 2 to the Plan to be executed this 6th day of June, 2005.
ATTEST: ASHLAND INC.
/s/ David L. Hausrath By: /s/ Susan B. Esler
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Secretary Vice President, Human Resources