Exhibit








Exhibit 10.16


AMENDMENT TO THE
ASHLAND INC. SUPPLEMENTAL EARLY RETIREMENT PLAN FOR CERTAIN EMPLOYEES




WHEREAS, Ashland Inc. (the "Company") maintains the Ashland Inc. Supplemental Early Retirement Plan For Certain Employees (the "Plan") for the benefit of employees eligible to participate therein; and


WHEREAS, pursuant to Section 7.03 of the Plan, the Company, as sponsor of the Plan, has retained the authority to amend the Plan so long as the amendment does not adversely affect Participants rights; and


WHEREAS, the Company deems it advisable to change the definition of “Final Average Bonus” to align with the highest paid period and the final pay period applicable to “Final Average Compensation”; and


NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended effective January 1, 2015 as follows:


		
	I.
	Section 2.11. of the Plan shall be replaced with the following provision:




		
	2.11
	A.   “Final Average Bonus,” for employees who were Participants prior to January 1, 2011, means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest thirty-six (36) months out of the final eighty-four-month (84) period. The calculation of the eighty-four month period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level V Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, the “bonus paid” for a particular month within a particular fiscal year under such plan shall be equal to the amount of such bonus actually paid (regardless of the date paid, but excluding any adjustment for the deferral of such payment) to such Participant on account of such fiscal year divided by the number of months contained in such fiscal year which were used in determining the amount of such bonus actually paid to such Participant. The bonus paid that is used to compute the average described in this Section 2.11 shall only be a bonus that is paid to the Participant when such Participant is considered a Level III, IV or V Participant.




B.    “Final Average Bonus,” for employees who became Participants on or after January 1, 2011, means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest paid month period (whether or not consecutive) as determined by the following chart out of the  final month period (whether or not consecutive) as determined by the following chart:
	
			
	Termination of Employment:
	Highest Paid Month Period:
	Final Month Period:

	January 2011
	36 months
	84 months

	February 2011
	37 months
	85 months

	March 2011
	38 months
	86 months

	April 2011
	39 months
	87 months

	May 2011
	40 months
	88 months

	June 2011
	41 months
	89 months

	July 2011
	42 months
	90 months

	August 2011
	43 months
	91 months

	September 2011
	44 months
	92 months

	October 2011
	45 months
	93 months

	November 2011
	46 months
	94 months

	December 2011
	47 months
	95 months

















	
			
	January 2012 to December 2015
	48 months
	96 months

	January 2016
	48 months
	107 months

	February 2016
	49 months
	108 months

	March 2016
	50 months
	109 months

	April 2016
	51 months
	110 months

	May 2016
	52 months
	112 months

	June 2016
	53 months
	113 months

	July 2016
	54 months
	114 months

	August 2016
	55 months
	115 months

	September 2016
	56 months
	116 months

	October 2016
	57 months
	117 months

	November 2016
	58 months
	118 months

	December 2016
	59 months
	119 months

	January 2017 and after


	60 months


	120 months






The calculation of the final month period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level V Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, the “bonus paid” for a particular month within a particular fiscal year under such plan shall be equal to the amount of such bonus actually paid (regardless of the date paid, but excluding any adjustment for the deferral of such payment) to such Participant on account of such fiscal year divided by the number of months contained in such fiscal year which were used in determining the amount of such bonus actually paid to such Participant. The bonus paid that is used to compute the average described in this Section 2.11 shall only be a bonus that is paid to the Participant when such Participant is considered a Level III, IV or V Participant.


II.    Section 2.12 of the Plan shall be replaced with the following provision:


		
	2.12          A.   
	“Final Average Compensation,” for employees who were Participants prior to January 1, 2011, mean the Participant’s total average compensation during the highest thirty-six (36) months out  of the final eighty-four-month (84) period. The calculation of the  final period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level II Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, “total compensation paid” is the sum of the “compensation paid” and the “bonus paid” during a particular month. “Compensation paid” shall be the base rate of compensation for such Participant in effect on the first day of such calendar month. “Bonus paid” shall have the same meaning as set forth in Section 2.11. In the event a payment is due under the Plan after a Change in Control because the Participant was terminated other than for “Cause” or resigned for “Good Reason,” the calculation of Final Average Compensation shall include the amount paid under such Participant’s Change in Control Agreement. The amount so paid shall be divided by 36 to derive the monthly “total compensation paid” it represents. The total compensation paid that is used compute the average described in this Section 2.12 shall only be total compensation that is paid to the Participant when such Participant is considered a Level I or II Participant.




B.      “Final Average Compensation,” for employees who became Participants on or after January 1, 2011, means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest paid month period (whether or not consecutive) as determined by the following chart out of the final month period (whether or not consecutive) as determined by the following chart:























	
			
	Termination of Employment:
	Highest Paid Month Period:
	Final Month Period:

	January 2011
	36 months
	84 months

	February 2011
	37 months
	85 months

	March 2011
	38 months
	86 months

	April 2011
	39 months
	87 months

	May 2011
	40 months
	88 months

	June 2011
	41 months
	89 months

	July 2011
	42 months
	90 months

	August 2011
	43 months
	91 months

	September 2011
	44 months
	92 months

	October 2011
	45 months
	93 months

	November 2011
	46 months
	94 months

	December 2011
	47 months
	95 months

	January 2012 to December 2015
	48 months
	96 months

	January 2016
	48 months
	107 months

	February 2016
	49 months
	108 months

	March 2016
	50 months
	109 months

	April 2016
	51 months
	110 months

	May 2016
	52 months
	112 months

	June 2016
	53 months
	113 months

	July 2016
	54 months
	114 months

	August 2016
	55 months
	115 months

	September 2016
	56 months
	116 months

	October 2016
	57 months
	117 months

	November 2016
	58 months
	118 months

	December 2016
	59 months
	119 months

	January 2017 and after
	60 months
	120 months






The calculation of the final period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level II Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. In the event a payment is due under the Plan after a Change in Control because the Participant was terminated other than for “Cause” or resigned for “Good Reason,” the calculation of Final Average Compensation shall include the amount paid under such Participant’s Change in Control Agreement. The amount so paid shall be divided by 36 to derive the monthly “total compensation paid” it represents. The total compensation paid that is used compute the average described in this Section 2.12 shall only be total compensation that is paid to the Participant when such Participant is considered a Level I or II Participant.


III.    In all other respects, the Plan shall remain unchanged.


(signature page immediately follows)

























IN WITNESS WHEREOF, the Company has caused this amendment to the Plan to be executed this 16th day of July, 2015.


                     
	
				
	ATTEST:   
	 
	 
	ASHLAND INC.

	 

	 
	 
	 
	 

	/s/ Peter J. Ganz
	 
	By:
	/s/ Susan B. Esler

	Secretary
	 
	 
	 

	 
	 
	Title:
	Chief Human Resources and

	 
	 
	 
	Communications Officer