EXHIBIT 4.10
AMENDMENT NO. 3
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 August 1, 2005 for the Plan Year that ends in calendar year 2005,
in accordance with the following terms and conditions:
1. Effective August 1, 2005 for the Plan Year that ends in
calendar year 2005, Section 2.1(y) is changed in its entirety to read as
follows:
(y) "Qualified Member" shall, effective for the Plan Year
ending in calendar year 2005, mean a Member who is at
least age 45 by the end of a calendar year within which
ends a Plan Year that is in the Qualified Election
Period. A Qualified Member must be an Employee at the
time the diversification election under Section 7.5 of
the Plan is made and must still be an Employee on the
date that the amount subject to such a diversification
election is transferred from this Plan. For these
purposes, a Member who is deemed not to have incurred a
Termination of Employment shall be considered to be an
Employee.
2. Effective August 1, 2005 for the Plan Year that ends in
calendar year 2005, Section 7.5(a) is changed in its entirety to read as
follows:
(a) Election by Qualified Member. Effective for the Plan Year
ending in calendar year 2005, each Qualified Member shall
be permitted to direct the Plan (as prescribed under (b)
and (c) below) as to the investment of 50 percent of the
shares of Common Stock allocated to his Non-Offset
Account and 50 percent of the shares of Common Stock
allocated to his PAYSOP Account (as determined under (d)
below) during the period beginning on July 15 and ending
on the immediately following October 15 for the Plan Year
in which falls such July 15 and which is part of such
Qualified Member's Qualified Election Period. The
Sponsoring Company may prescribe another period of time
during which such elections may be made that is
permissible under law. In addition to the amounts
identified above, each Qualified Member shall also be
permittedto direct the Plan as to the investment of:
(i) 50% of the shares of Common Stock allocated to
his PAYSOP Account and 100% of the of the shares
of Common Stock allocated to his Non-Offset
Account attributable to in-kind stock dividends
that were used to acquire Common Stock; and
(ii) 50% of the shares of Common Stock allocated to
his PAYSOP Account and 100% of the of the shares
of Common Stock allocated to his Non-Offset
Account attributable to cash dividends paid on
in-kind stock dividends that were paid to his
Common Stock Account.
Elections hereunder can only be made for the percentage of shares of Common
Stock allocated to the particular Non-Offset Account and PAYSOP Account (as
determined under (d) below); such elections cannot be made for any lesser
or greater percentage of such Common Stock; and such elections shall,
subject to the applicable limits prescribed in (d) below, apply equally to
both such Accounts.
3. Effective August 1, 2005 for the Plan Year that ends in
calendar year 2005, Section 7.5(d) is changed in its entirety to read as
follows:
(d) Determination of Amount Subject to Diversification
Requirements. The portion of a Qualified Member's
Non-Offset Account and PAYSOP Account subject to the
investment direction provided under (a) above for all
Plan Years in the Qualified Election Period shall be
equal to (1) 50 percent of the total number of shares of
Common Stock allocated to each such Qualified Member's
Non-Offset Account and PAYSOP Account as of September 30
of the Plan Year to which the investment direction
relates (determined separately for each such Account),
plus any shares of Common Stock that were subject to a
prior investment direction pursuant to the provisions of
this Section 7.5 (also determined separately for each
such Account), less, (2) the number of shares of Common
Stock previously subject to an investment direction under
this Section 7.5, determined separately for each such
Account. For purposes of determining the number of shares
of Common Stock subject to an investment direction, the
number of shares derived from the foregoing may be
rounded to the nearest whole integer. For these purposes,
shares of Common Stock allocated to a Member's Non-Offset
Account which are invested pursuant to an election
hereunder shall be deemed to first consist of shares of
Common Stock allocated to such Member's Common Stock
Account which were acquired by the Plan after December
31, 1986. Effective for the Plan Year ending in calendar
year 2005, the portion of a Qualified Member's Non-Offset
Account and PAYSOP Account subject to the investment
direction provided under (a) above for all Plan Years in
the Qualified Election Period shall also include (1) for
the Non-Offset Account 100 percent and for the PAYSOP
Account 50 percent of the total number of shares of
Common Stock attributable to in-kind stock dividends or
cash dividends on in-kind stock dividends allocated to
each such Qualified Member's Non-Offset Account and
PAYSOP Account as of September 30 of the Plan Year to
which the investment direction relates (determined
separately for each such Account), plus any such shares
of Common Stock that were subject to a prior investment
direction pursuant to the provisions of this Section 7.5
(also determined separately for each such Account), less,
(2) the number of such shares of Common Stock previously
subject to an investment direction under this Section
7.5, determined separately for each such Account. For
purposes of determining the number of shares of Common
Stock subject to an investment direction, the number of
shares derived from the foregoing may be rounded to the
nearest whole integer.
IN WITNESS WHEREOF, the Sponsoring Company has caused this
Amendment No. 3 to the Plan to be executed this 2nd day of August,
2005.
ATTEST: ASHLAND INC.
/s/ David L. Hausrath By: /s/ Susan B. Essler
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Secretary Vice President, Human Resources