[Form of Certificated Fixed Rate Registered Security--United States]
[Form of Face]
NOTE NUMBER AGENT'S NAME
ASHLAND INC.
_____________________________________________________
PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
________________________________________________________________________________
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE TAXPAYER ID TRANSFERRED
OR SOC. SEC.
NO. OF
PURCHASER
________________________________________________________________________________
NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CITIBANK, N.A.
TRUSTEE
________________________________________________________________________________
CUSTOMER'S RETAIN FOR THE TIME OF THE PLEASE SIGN SEE
COPY TAX PURPOSES TRANSACTION WILL BE AND RETURN REVERSE SIDE
FURNISHED UPON REQUEST ENCLOSED
OF THE CUSTOMER RECEIPT
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REGISTERED REGISTERED
ASHLAND INC.
MEDIUM-TERM NOTE, SERIES H
Due Nine Months or More From Date Of Issue
NO. (Fixed Rate) U.S.$
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION DATE: INDEXED NOTES: o YES (see attached) o NO
OTHER PROVISIONS:
ASHLAND INC., a corporation duly organized and existing under the
laws of Kentucky (herein called the "Company", which term includes any
successor corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ___________________
_____________, or registered assigns, the principal sum of _______________
___________ U.S. DOLLARS, on the Maturity Date specified above, and to pay
interest thereon from the Original Issue Date specified above, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, to but excluding the relevant Interest Payment Date,
semiannually in arrears on February 15 and August 15 in each year, unless
otherwise indicated in the applicable pricing supplement, commencing on
the first such date after the Original Issue Date set forth above, at the
rate set forth on the face hereof, until the principal hereof is paid or
made available for payment; provided, however, that if the Original Issue
Date set forth above is after a Regular Record Date referred to below and
before the related Interest Payment Date, the first payment of interest
will be made on the Interest Payment Date following the next succeeding
Regular Record Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than at Maturity) will,
as provided in
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such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the February 1
or August 1 (whether or not a Business Day), unless otherwise indicated in
the applicable pricing supplement, as the case may be, next preceding such
Interest Payment Date; provided, however, that interest payable at
Maturity shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the
principal, premium, if any, and interest on this Security will be made at
the principal corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, or such other office or agency of the
Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York (the "Paying Agent"), in such coin or
currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however,
that at the option of the Company, payment of interest (except at
Maturity) may be made by United States dollar check mailed to the address
of the Person entitled thereto as such address shall appear in the
Security Register. Payment of the principal, premium, if any, and interest
on this Security due at Maturity will be made in immediately available
funds upon surrender of this Security to the Paying Agent; provided that
this Security is presented to the Paying Agent in time for the Paying
Agent to make such payment in accordance with its normal procedures.
"Maturity" shall mean the date on which the principal of this Security or
an installment of
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principal becomes due, whether on the Maturity Date specified above, upon
redemption or otherwise.
REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS
PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized officer, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: ASHLAND INC.
By __________________________
Senior Vice President
[Seal] Attest:
__________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated therein referred to
in the within-mentioned Indenture.
CITIBANK, N.A.
As Trustee
By ______________________
Authorized Officer
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[Form of Reverse]
ASHLAND INC.
MEDIUM-TERM NOTE, SERIES H
(Fixed Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of August 15, 1989, as amended
and restated as of August 15, 1990 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the securities
are, and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof.
This Security may not be redeemed prior to the Redemption Date set
forth on the face hereof. If no Redemption Date is so set forth, this
Security is not redeemable prior to the Maturity Date. On or after the
Redemption Date set forth on the face hereof, this Security is redeemable
in whole or in part in increments of U.S. $1,000 at the option of the
Company at a redemption price equal to 100% of the principal amount to be
redeemed together with interest thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of Securities,
not more than 60 nor less than 30 days prior to the date fixed for
redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be
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issued in the name of the Holder hereof upon the surrender hereof.
The Securities of this series will not have a sinking fund unless
otherwise specified in the applicable pricing supplement.
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Subject to a number of important qualifications and exceptions set
forth in the Indenture, the Indenture provides that neither the Company
nor any Subsidiary (as defined in the Indenture) will (i) issue, assume or
guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed secured by a mortgage, lien, pledge or
other encumbrance upon any real or personal property located in the
continental United States of America without effectively providing that
the Securities will be secured equally and ratably with (or, at the option
of the Company, prior to) such indebtedness so long as such indebtedness
shall be so secured or (ii) enter into any Sale and Lease-Back
Transactions (as defined in the Indenture).
The Indenture also provides that the Company at its option (a) will
be Discharged (as such term is defined in the Indenture) from any and all
obligations in respect of the Securities (except for certain obligations
to register the transfer or exchange of Securities, replace stolen, lost
or mutilated Securities, maintain paying agencies and hold moneys for
payment in trust) or (b) need not comply with certain restrictive
covenants of the Indenture, if there is deposited with the Trustee, in the
case of Securities Denominated in U.S. dollars, U.S. Government
Obligations (as defined in the Indenture) or, in the case of Securities
denominated in a foreign currency, Foreign Government Securities (as
defined in the Indenture), which through the payment of interest thereon
and principal thereof in accordance with their terms will provide money or
a combination of money and U.S. Government Obligations or Foreign
Government Securities, as the case may be, in an amount sufficient to pay
in the currency, currencies or currency unit or units in which the
Securities are payable all the principal, premium, if any, and interest
on, the Securities on the dates such payments are due in accordance with
the terms of the Securities.
Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Date. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year of
twelve 30-day months.
The interest rate on this Security will in no
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event be higher than the maximum rate permitted by New York law as the
same may be modified by United States law of general applicability.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 66 2/3% in principal amount
of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstanding
Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as
trustee, the Trustee shall not have received from the Holders of a
majority in principal amount of the Outstanding Securities of this
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series a direction inconsistent with such request and the Trustee shall
have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the
Holder hereof for the enforcement of payment of the principal, premium, if
any, or interest on this Security on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal,
premium, if any, and interest on this Security at the times, places and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the corporate trust office of the Trustee or such other office
or agency as may be designated by the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and with like
terms and conditions and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination and with
like terms and conditions, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may
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require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants UNIF GIFT MIN ACT-............Custodian...........
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
_______________________________________
_______________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________ attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________________ ________________________________
Signature
