Summary of ASHLAND INC. - Yahoo! Finance

Item 3.02. Unregistered Sales of Equity Securities

On November 3, 2009, Ashland Inc. ("Ashland") contributed 2, 974,420 shares of its common stock, par value $.01 per share (the "Contributed Shares"), to its defined benefit pension plan, the Ashland Hercules Pension Plan (the "Plan"). The Contributed Shares were valued for purposes of the contribution at $33.62 per share, or $100 million in the aggregate, by Evercore Trust Company, N.A. ("Evercore"), an independent fiduciary that has been appointed as investment manager with respect to the Contributed Shares. The Contributed Shares were issued to The Bank of New York Mellon, as trustee of the master trust for the Plan, in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended, and in furtherance of Ashland's future funding obligations under the Plan.

On November 3, 2009, Ashland also entered into a Registration Rights Agreement (the "Registration Rights Agreement") with Evercore, in its capacity as investment manager for the Contributed Shares. The Registration Rights Agreement requires, among other things, that Ashland file with the Securities and Exchange Commission a shelf registration statement on Form S-3 in order to register the Contributed Shares for the purpose of resale from time to time by the Plan's trustee. Under the Registration Rights Agreement, Ashland is required to use its reasonable commercial efforts to cause such registration statement to remain continuously effective until all Contributed Shares have been sold by the Plan's trustee or until 90 days after the number of Contributed Shares held by the trustee is less than one percent of Ashland's then outstanding shares of common stock, whichever occurs earlier. Ashland registered the Contributed Shares on November 5, 2009.

The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the text of the Registration Rights Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.