Specimen certificate of New EXM Inc. (to be renamed Ashland Inc.)



 EXHIBIT 4.2 
  

			
	NUMBER	  	SHARES
	H	  	 
		
	COMMON STOCK	  	COMMON STOCK
		
	 INCORPORATED UNDER THE LAWS
 OF THE COMMONWEALTH OF KENTUCKY
	  	 THIS CERTIFICATE IS TRANSFERABLE
 IN THE CITY OF NEW YORK OR
 CLEVELAND, OHIO

	
	ASHLAND INC.
		
	 	  	CUSIP
                            
	 	  	SEE REVERSE FOR CERTAIN DEFINITIONS
		
	This Certifies that	  	is the owner of

  
 FULLY-PAID AND
NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON STOCK 
  
 of
Ashland Inc. transferable by the holder hereof in person or by duly authorized attorney upon surrender to the Company of this certificate properly endorsed. The voting power, designation, preference, and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof granted to or imposed upon the shares of each class, are set forth in the Company’s Restated Articles of Incorporation, as amended. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar. 
  
 CERTIFICATE OF STOCK 
  
 Witness the seal of the Company
and signatures of its duly authorized officers. 
  

	
	COUNTERSIGNED AND REGISTERED:
	NATIONAL CITY BANK
	(CLEVELAND, OHIO)
	
	TRANSFER AGENT
	AND REGISTRAR,
	
	BY
	
	AUTHORIZED SIGNATURE


 DATED 
  

			
	/s/ David L. Hausrath	  	/s/ James J. O’Brien
	SECRETARY	  	CHAIRMAN OF THE BOARD








 ASHLAND INC. 
  
 ASHLAND INC. WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A PRINTED COPY OF THE PORTION OF THE COMPANY’S RESTATED ARTICLES OF
INCORPORATION, AS AMENDED, AND OTHER DOCUMENTS SHOWING THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. 
  
 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as
of May 16, 1996, as it may be amended from time to time (the “Rights Agreement”), between Ashland Inc. (the “Company”) and National City Bank, as Successor Rights Agent (the “Rights Agent”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Rights beneficially owned by Acquiring Persons or
their Affiliates or Associates (as such terms are defined in the Rights Agreement) and by any subsequent holder of such Rights are null and void and nontransferable. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations: 
  

										
	TEN COM	  	— as tenants in common	  	UNIF GIFT MIN ACT—                 
Custodian            	 
	TEN ENT	  	— as tenants by the entireties	  	(Cust)        	  	 	  	(Minor	)  
	JT TEN	  	— as joint tenants with right of	  	under Uniform Gifts to Minors	 
	 	  	     survivorship and not as tenants	  	Act                                      
      	 
	 	  	     in common	  	 	  	(State)            	 
	 	  	 	  	  
 UNIF TRAN MIN ACT—
                 Custodian            
	 
  

	 	  	 	  	(Cust)        	  	 	  	(Minor	)  
	 	  	 	  	under Uniform Transfers to Minors	 
	 	  	 	  	Act                                      
      	 
	 	  	 	  	 	  	(State)                	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value received,                      hereby sell, assign and transfer unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE

  

	
	___________________________________________________________________________________________________________
	  
 ___________________________________________________________________________________________________________

	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE                
	  
 ___________________________________________________________________________________________________________
  

	_______________________________________________________________________Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint
____________________________
	  
 ___________________________________________________________________________________________________________

	 Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the
premises.

	
	Dated,                     

  

					
	 	  	 	 	  


	AFFIX MEDALLION SIGNATURE	  	 	 	 
	GUARANTEE IMPRINT BELOW	  	 	 	  


	 	  	 	 	  


	 	  	 	 	NOTICE: THE ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
			
	 	  	 	 	THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR A CREDIT UNION PARTICIPATING IN
A MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION, INC.