EX-4.1



 EXHIBIT 4.1 

ASHLAND INC. 
 DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
 (AMENDED AS OF APRIL 1, 2003) 

ARTICLE I. GENERAL PROVISIONS 
  

	1.	PURPOSE 

 The purpose of this Ashland Inc. Deferred Compensation Plan For Non-Employee Directors
(the “Plan”) is to provide each Director with an opportunity to defer some or all of the Director’s Fees as a means of saving for retirement or other purposes. In addition, the Plan provides Directors with the ability to increase
their proprietary interest in the Company’s long-term prospects by permitting Directors to receive all or a portion of their Fees in Ashland Common Stock. 
  

	2.	DEFINITIONS 

 The following definitions shall be applicable throughout the Plan: 

(a) “Accounting Date” means the Business Day on which a calculation concerning a Participant’s Compensation Account is
performed, or as otherwise defined by the Committee. 
 (b) “Act” means the Securities Act of 1933, as amended from time to time.

 (c) “Beneficiary” means the person(s) designated by a Participant in accordance with Article IV, Section 1. 

(d) “Board” means the Board of Directors of Ashland Inc. or its designee. 

(e) “Business Day” means a day on which the New York Stock Exchange is open for trading activity. 

(f) “Change in Control” shall be deemed to occur (1) upon the approval of the shareholders of the Company (or if such approval
is not required, upon the approval of the Board) of (A) any consolidation or merger of the Company, other than a consolidation or merger of the Company into or with a direct or indirect wholly-owned subsidiary, in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property other than a merger in which the holders of Common Stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving corporation immediately after the merger, (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets
of the Company, provided, however, that no sale, lease, exchange or other transfer of all or substantially all the assets of the Company shall be deemed to occur unless assets constituting 80% of the total assets of the Company are transferred
pursuant to such sale, lease, exchange or other transfer, or (C) adoption of any plan or proposal for the liquidation or dissolution of the Company, (2) when any “person” (as defined in Section 3(a)(9) or 13(d) of the Exchange Act),
other than the Company or any subsidiary or employee benefit plan or trust maintained by the Company, shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 15% of the
Common Stock outstanding at the time, without the approval of the Board, or (3) if at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board shall cease for any reason to
constitute at least a majority thereof, unless the election or the nomination for election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such two-year period. Notwithstanding the foregoing, any transaction, or 







 
series of transactions, that shall result in the disposition of the Company’s interest in Marathon Ashland Petroleum LLC, including without limitation any transaction arising out of that
certain Put/Call, Registration Rights and Standstill Agreement dated January 1, 1998 among Marathon Oil Company, USX Corporation, the Company and Marathon Ashland Petroleum LLC, as amended from time to time, shall not be deemed to constitute a
Change in Control. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

(h) “Committee” means the Governance and Nominating Committee of the Board or its designee. 

(i) “Common Stock” means the common stock, $1.00 par value, of Ashland Inc. 

(j) “Common Stock Fund” means that investment option, approved by the Committee, in which a Participant’s Retirement Account
may be deemed to be invested and may earn income based on a hypothetical investment in Common Stock. 
 (k) “Company” means
Ashland Inc., its divisions and subsidiaries. 
 (l) “Corporate Human Resources” means the Corporate Human Resources Department of
the Company. 
 (m) “Credit Date” means the date on which any Fees would otherwise have been paid to the Participant or in the
case of the Participant’s designation of investment option changes, within three Business Days after the Participant’s designation is received by Corporate Human Resources, or as otherwise designated by the Committee. 

(n) “Deferral Account” means the account(s) to which the Participant’s Deferred Fees are credited and from which, pursuant to
Article III, Section 5, distributions are made. 
 (o) “Deferred Fees” means the Fees elected by the Participant to be
deferred pursuant to the Plan. 
 (p) “Director” means any non-employee director of the Company. 

(q) “Disability” means a Director’s incapacity, due to physical or mental illness, resulting in an inability to attend to his
or her duties and responsibilities as a member of the Board. 
 (r) “Election” means a Participant’s delivery of a written
notice of election to the Secretary of the Company electing to defer payment of his or her Fees or to receive such Fees in the form of Common Stock. 

(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(t) “Fair Market Value” means the price of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange
issues on the date and at the time designated by the Company. 
 (u) “Fees” mean the annual retainer and meeting fees, as well as
any per diem compensation for special assignments, earned by a Director for his or her service as a member of the Board during a calendar year or portion thereof. 

(v) “Fiscal Year” means that annual period commencing October 1 and ending the following September 30. 

(w) “Participant” means a Director who has elected to defer payment of all or a portion of his or her Fees and/or to receive all or
a specified portion of his or her Fees in shares of Common Stock. 
 (x) “Payment Commencement Date” means the date payments of
amounts deferred begin pursuant to Article III, Section 6. 







 (y) “Personal Representative” means the person or persons who, upon the disability or
incompetence of a Director, shall have acquired on behalf of the Director, by legal proceeding or otherwise, the right to receive the benefits specified in this Plan. 

(z) “Plan” means this Ashland Inc. Deferred Compensation Plan For Non-Employee Directors. 

(aa) “Stock Account” means an account by that name established pursuant to Article III, Section 1. 

(bb) “Stock Unit(s)” means the share equivalents credited to a Participant’s Stock Account pursuant to Article III,
Section 1. 
 (cc) “Termination” means retirement from the Board or termination of service as a Director for any other
reason. 
  

	3.	SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION 

 (a) Shares Authorized for Issuance.
There shall be reserved for issuance under the Plan 500,000 shares of Common Stock, subject to adjustment pursuant to subsection (b) below. Such shares shall be authorized but unissued shares of Common Stock. 

(b) Adjustments in Certain Events. In the event of any change in the outstanding Common Stock of the Company by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common shareholders other than
cash dividends, the number or kind of shares that may be issued under the Plan shall be automatically adjusted so that the proportionate interest of the Directors shall be maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes of the Plan. 
  

	4.	ELIGIBILITY 

 Any non-employee Director of the Company shall be eligible to participate in the
Plan. 
  

	5.	ADMINISTRATION 

 Full power and authority to construe, interpret and administer the Plan shall
be vested in the Company and the Committee. Decisions of the Company and the Committee shall be final, conclusive and binding upon all parties. Day-to-day administration of the Plan shall be the responsibility of Corporate Human Resources. This
Department may authorize new or modify existing forms for use under this Plan so long as any such modified or new forms are not inconsistent with the terms of the Plan. 

ARTICLE II. COMMON STOCK PROVISION 
 Each
Director may elect to receive all or a portion of his or her Fees in shares of Common Stock by making an Election pursuant to Article III, Section 5. Shares shall be issued to the Director at the end of each quarter beginning in the quarter the
Election is effective. The number of shares of Common Stock so issued shall be equal to the amount of Fees which otherwise would have been payable to such Director during the quarter divided by the Fair Market Value. Only whole number of shares of
Common Stock will be issued, with any fractional shares to be paid in cash. 
 ARTICLE III. DEFERRED COMPENSATION 

 

	1.	PARTICIPANT ACCOUNTS 

 (a) Upon election to participate in the Plan, there shall be established
a Deferral Account to which there shall be credited any Deferred Fees as of each Credit Date. The Deferral Account shall be credited (or debited) on each Accounting Date with income (or loss) based upon a hypothetical investment in any one or more
of the investment options 







 
available under the Plan, as prescribed by the Committee, which may include a Common Stock Fund, as elected by the Participant under the terms of Article III, Section 5. 

(b) The Stock Account of a Participant shall be credited on each Accounting Date with Stock Units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased with the amount of such deferred Fees as to which a stock deferral election has been made at the Fair Market Value on the Accounting Date. As of the date of any dividend
distribution date for the Common Stock, the Participant’s Stock Account shall be credited with additional Stock Units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased, at the Fair
Market Value on such date, with the amount which would have been paid as dividends on that number of shares (including fractions of a share) of Common Stock which is equal to the number of Stock Units then credited to the Participant’s Stock
Account. 
  

	2.	WITHDRAWAL - FINANCIAL HARDSHIP 

 Upon the written request of a Participant or a
Participant’s Personal Representative and a finding that continued deferral will result in an unforeseeable financial emergency to the Participant, the Committee or the Company (each in its sole discretion) may authorize (a) the payment of
all or a part of a Participant’s Deferral Account in a single installment prior to his or her ceasing to be a Director, or (b) the acceleration of payment of any multiple installments hereof. It is intended that the Committee’s, or
the Company’s, determinations as to whether the Participant has suffered an “unforeseeable financial emergency” shall be made consistent with the requirements under Section 457(d) of the Internal Revenue Code. If the Participant
requesting such a payment is a member of the Committee, the Participant shall abstain from the Committee’s determination as to whether the payment shall be made. 
  

	3.	WITHDRAWAL - GOOD REASON 

 (a) Availability of Withdrawal Prior to Retirement. Upon the written
request of a Participant or a Participant’s legal representative and a finding that good reason exists for early withdrawal of some or all of the Participant’s account balance, the Committee may authorize the payment of all or a part of a
Participant’s Deferral Account in a single installment prior to his or her ceasing to be a Participant, provided the conditions specified in subsections (b), (c), (d), and (e) of this Article III, Section 3, are satisfied. It is
intended that the Committee shall deem requests for early withdrawal for purposes similar to the following to constitute “good reason”: (a) the purchase of a new home; (b) education expenses; or (c) charitable contributions.
If the Participant requesting such a payment is a member of the Committee, the Participant shall abstain from the Committee’s determination as to whether the payment shall be made. 

(b) Forfeiture Penalty. In the event of a withdrawal pursuant to subsection (a) of this Article III, Section 3, the Participant shall
forfeit from such Deferral Account an amount equal to 5% of the amount of the withdrawal. The forfeited amount shall be deducted from the Deferral Account prior to giving effect to the requested withdrawal. Neither the Participant nor the
Participant’s Beneficiary shall have any right or claim to the forfeited amount, and the Company shall have no obligation whatsoever to the Participant, the Participant’s Beneficiary or any other person with regard to the forfeited amount.

 (c) Minimum Withdrawal. In no event shall the amount withdrawn in accordance with subsection (a) of this Article III, Section 3
be less than $50,000, or the entire balance of the Participant’s Deferral Account immediately prior to the withdrawal, whichever is less. The withdrawal must be taken in increments of $25,000, except to the extent that the Participant’s
Deferral Account balance is less than $50,000 immediately prior to the withdrawal, and, in such an event, the Participant must withdraw the entire Deferral Account balance. 

(d) Suspension from Deferrals. In the event of a withdrawal pursuant to subsection (a) of this Article III, Section 3, a Participant
who is otherwise eligible to make deferrals of Fees under the Plan shall be 







 
prohibited from making such deferrals with respect to the remainder of the current Fiscal Year and the Fiscal Year of the Plan immediately following the Fiscal Year of the Plan during which the
withdrawal was made, and any Election previously made by the Participant with respect to deferrals of Fees for such Fiscal Years of the Plan shall be void and of no effect. 

(e) Suspension from Withdrawals. Participants shall be prohibited from requesting a second withdrawal under subsection (a) of this
Article III, Section 3 for a period of 60 months following any withdrawal under subsection (a) of this Article III, Section 3. 
  

	4.	WITHDRAWAL - ACCELERATED DISTRIBUTION 

 (a) Availability of Withdrawal Prior to Termination. The
Participant or the Participant’s Beneficiary who is receiving installment payments under the Plan may elect, in writing, to withdraw all or a portion of a Participant’s Deferral Account at any time prior to the time such Deferral Account
otherwise becomes payable under the Plan, provided the conditions specified in subsections (c), (d) and (e) of this Article III, Section 4 are satisfied. 

(b) Acceleration of Periodic Distributions. Upon the written election of the Participant or the Participant’s Beneficiary who is
receiving installment payments under the Plan, the Participant or Participant’s Beneficiary may elect to have all or a portion of the remaining installments distributed in the form of an immediately payable lump sum, provided the conditions
specified in subsection (c) and (e) of this Article III, Section 4 are satisfied. 
 (c) Forfeiture Penalty. In the event of
a withdrawal pursuant to subsection (a) of this Article III, Section 4, or an accelerated distribution pursuant to subsection (b) of this Article III, Section 4, the Participant shall forfeit from such Deferral Account an amount equal
to 10% of the amount of the withdrawal or accelerated distribution, as the case may be. The forfeited amount shall be deducted from the Deferral Account prior to giving effect to the requested withdrawal or acceleration. Neither the Participant nor
the Participant’s Beneficiary shall have any right or claim to the forfeited amount, and the Company shall have no obligation whatsoever to the Participant, the Participant’s Beneficiary or any other person with regard to the forfeited
amount. 
 (d) Minimum Withdrawal. In no event shall the amount withdrawn in accordance with subsection (a) of this Article III,
Section 4 be less than 25% of the amount credited to such Participant’s Deferral Account immediately prior to the withdrawal. 

(e) Suspension from Deferrals. In the event of a withdrawal pursuant to subsection (a) or (b) of this Article III, Section 4, a
Participant who is otherwise eligible to make deferrals of Fees under this Plan shall be prohibited from making such deferrals with respect to the remainder of the current Fiscal Year and the Fiscal Year of the Plan immediately following the Fiscal
Year of the Plan during which the withdrawal was made, and any Election previously made by the Participant with respect to deferrals of Fees for such Fiscal Year of the Plan shall be void and of no effect. 

 

	5.	MANNER OF ELECTION 

 (a) General. Any Director wishing to participate in the Plan may elect to
do so by delivering to the Secretary of the Company an Election on a form prescribed by Corporate Human Resources designating the manner in which such Deferred Fees are to be invested in accordance with Article III, Section 1 and electing the
timing and form of distribution. The timing of the filing of the appropriate form with Corporate Human Resources shall be determined by the Company or the Committee. An effective election to defer Fees may not be revoked or modified except as
otherwise determined by the Company or the Committee or as stated herein. 
 (b) Investment Alternatives - Existing Balances. A Participant
may elect to change an existing selection as to the investment alternatives in effect with respect to existing deferred Fees (in increments prescribed by the Committee or the Company) as often, and with such restrictions, as determined by the
Committee or by the Company. 







 (c) Change of Beneficiary. A Participant may, at any time, elect to change the designation of a
Beneficiary in accordance with Article IV, Section 1 hereof. 
 (d) Initial Election. With respect to Directors’ Fees payable for
all or any portion of a calendar year after such person’s initial election to the office of Director of the Company, any such person wishing to participate in the Plan may file a proper Election within 30 days after such election to office. Any
such Election shall be effective upon filing or as soon as possible thereafter with respect to such Fees. 
  

	6.	DISTRIBUTION 

 (a) Deferral Account. In accordance with the Participant’s Election and as
prescribed by the Committee, Deferred Fees credited to a Participant’s Deferral Account shall be distributed in cash or shares of Common Stock (or a combination of both). Unless otherwise directed by the Committee, if no Election is made by a
Participant as to the distribution or form of payment of his or her Deferral Account, upon Termination such account shall be paid in cash in lump sum. The entire Deferral Account must be paid out within fifteen years following the date of the
Participant’s Termination. 
 (b) Request to Change in Distribution of Deferral Account. A Participant will be allowed to request a
change in his or her Election as to the distribution of Deferred Compensation of his or her Deferral Account for all amounts previously deferred pursuant to such Election. Any such request shall not be effective without the approval of the Committee
or the Company, which approval shall be in their sole discretion. Such change must be made by the earlier of: 
 (i) the date
six months prior to the first day of the month following the Participant’s Termination; or 
 (ii) the December 31
immediately preceding the first day of the month following the Participant’s Termination. 
 If the Participant making such change is a member of the
Committee, such Participant shall abstain from the Committee’s decision to approve or disapprove such change. 
  

	7.	PAYMENT COMMENCEMENT DATE 

 Payments of amounts deferred pursuant to a valid Election shall
commence after a Participant’s Termination in accordance with his or her Election. If a Participant dies prior to the first deferred payment specified in an Election, payments shall commence to the Participant’s Beneficiary on the first
payment date so specified. 
  

	8.	CHANGE IN CONTROL 

 Notwithstanding any provision of this Plan to the contrary, in the event of
a “Change in Control” (as defined in Section 2(f) of Article I), each Participant in the Plan shall receive an automatic lump sum cash distribution of all amounts accrued in the Participant’s Cash and/or Stock Account(s) (including
interest at the Prime Rate of Interest through the business day immediately preceding the date of distribution) not later than fifteen (15) days after the date of the “Change in Control.” For this purpose, the balance in the Stock
Account shall be determined by multiplying the number of Stock Units by the higher of (a) the highest closing price of a share of Common Stock during the period commencing 30 days prior to such Change in Control or (b) if the Change in
Control of the Company occurs as a result of a tender or exchange offer or consummation of a corporate transaction, then the highest price paid per share of Common Stock pursuant thereto. Any consideration other than cash forming a part or all of
the consideration for Common Stock to be paid pursuant to the applicable transaction shall be valued at the valuation price thereon determined by the Board. 







 In addition, the Company shall reimburse a Director for the legal fees and expenses incurred if
the Director is required to seek to obtain or enforce any right to distribution. In the event that it is determined that such Director is properly entitled to a cash distribution hereunder, such Director shall also be entitled to interest thereon at
the Prime Rate of Interest quoted by Citibank, N.A. as its prime commercial lending rate on the subject date from the date such distribution should have been made to and including the date it is made. Notwithstanding any provision of this Plan to
the contrary, Article I, Section 2(f) and Section 8 of this Article may not be amended after a “Change in Control” occurs without the written consent of a majority in number of Participants. 

ARTICLE IV. MISCELLANEOUS PROVISIONS 
  

	1.	BENEFICIARY DESIGNATION 

 A Director may designate one or more persons (including a trust) to
whom or to which payments are to be made if the Director dies before receiving payment of all amounts due hereunder. A designation of Beneficiary will be effective only after the signed Election is filed with the Secretary of the Company while the
Director is alive and will cancel all designations of a Beneficiary signed and filed earlier. If the Director fails to designate a Beneficiary as provided above or if all of a Director’s Beneficiaries predecease him or her and he or she fails
to designate a new Beneficiary, remaining unpaid amounts shall be paid in one lump sum to the estate of such Director. If all Beneficiaries of the Director die before the Director or before complete payment of all amounts due hereunder, the
remaining unpaid amounts shall be paid in one lump sum to the estate of the last to die of such Beneficiaries. 
  

	2.	INALIENABILITY OF BENEFITS 

 The interests of the Directors and their Beneficiaries under the
Plan may not in any way be voluntarily or involuntarily transferred, alienated or assigned, nor be subject to attachment, execution, garnishment or other such equitable or legal process. 

 

	3.	GOVERNING LAW 

 The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the Commonwealth of Kentucky. 
  

	4.	AMENDMENTS 

 The Committee may amend, alter or terminate this Plan at any time without the prior
approval of the Directors; provided, however, that the Committee may not, without approval by the shareholders: 
 (a) materially increase
the number of securities that may be issued under the Plan (except as provided in Article I, Section 3), 
 (b) materially modify the
requirements as to eligibility for participation in the Plan, or 
 (c) otherwise materially increase the benefits accruing to participants
under the Plan. 
  

	5.	COMPLIANCE WITH RULE 16B-3 

 It is the intention of the Company that the Plan comply in all
respects with Rule 16b-3 promulgated under Section 16(b) of the Exchange Act and that Plan Participants remain non-employee directors (“Non-Employee Directors”) for purposes of administering other employee benefit plans of the Company
and having such other plans be exempt from Section 16(b) of the Exchange Act. Therefore, if any Plan provision is found not to be in compliance with Rule 16b-3 or if any Plan provision would disqualify Plan participants from remaining
Non-Employee Directors, that provision shall be deemed amended so that the Plan does so comply and the Plan participants remain Non-Employee Directors, to the extent permitted by law and deemed advisable by the Committee, and in all events the Plan
shall be construed in favor of its meeting the requirements of Rule 16b-3. 








	6.	EFFECTIVE DATE 

 The Plan was approved by the shareholders of the Company on January 27,
1994, and originally became effective as of November 9, 1993, and has been restated in this document effective April 1, 2003. 

AMENDMENT NO. 1 TO 
 ASHLAND INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
 (AMENDED AND RESTATED AS OF APRIL 1, 2003) 

WHEREAS, effective for compensation deferred to calendar year 2005 and thereafter, there are new rules governing the tax consequences of such
deferrals; 
 WHEREAS, the Company desires to comply with such new rules; 

NOW, THEREFORE, effective December 31, 2004, the Plan is frozen and will not accept, maintain or administer any amounts that may be
deferred by a Participant thereunder to calendar years after 2004 and beyond. Benefits maintained and administered under this Plan shall remain subject to all of the rules, terms and conditions in effect hereunder as of December 31, 2004. 

IN WITNESS WHEREOF, this Amendment to the Plan is executed this 3rd day of December, 2004. 

 

							
	ATTEST:	 		 	ASHLAND INC.
				
	 /s/ David L. Hausrath
	 		 	By:	 	 /s/ Susan B. Esler

	Secretary	 		 	Vice President, Human Resources