0001193125-05-092563 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • May 2nd, 2005 • New EXM Inc. • Wholesale-chemicals & allied products • Kentucky

THIS AMENDMENT NO. 2 (the “Amendment”) dated as of April 27, 2005, to the Rights Agreement, dated as of May 16, 1996 (as amended by Amendment No. 1 dated as of March 18, 2004, the “Rights Agreement”), between Ashland Inc., a Kentucky corporation (the “Company”), and National City Bank, a Delaware corporation, as successor to Harris Trust and Savings Bank by appointment, as Rights Agent (the “Rights Agent”). Terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

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