Ashland Hercules Pension Plan Schedule B Summary Plan ......summary plan descriptions created for...

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Ashland Hercules Pension Plan Schedule B

Summary Plan Description

Publication Date: January 1, 2014

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TABLE OF CONTENTS ABOUT THIS BOOKLET ........................................................................................................... 5

PLAN PARTICIPATION ............................................................................................................ 6 Eligibility .................................................................................................................................................. 6 Transfer Out of an Eligible Group ......................................................................................................... 6 Re-employment of a Participant ............................................................................................................ 6

CONTRIBUTIONS ..................................................................................................................... 6

SERVICE ................................................................................................................................... 6 Direct Rollover of Lump Sum Distributions ......................................................................................... 7 Automatic Rollover ................................................................................................................................. 7

WHEN YOU CAN RETIRE......................................................................................................... 8 Normal Retirement .................................................................................................................................. 8 Deferred Vested Retirement .................................................................................................................. 8 Early Retirement ..................................................................................................................................... 8 Postponed Retirement ........................................................................................................................... 8

RETIREMENT INCOME BENEFITS .......................................................................................... 8 Normal Retirement Pension ................................................................................................................... 8 Delayed Pension ..................................................................................................................................... 9 Deferred Vested Pension ....................................................................................................................... 9 Early Retirement Pension .................................................................................................................... 10 Death Benefit ......................................................................................................................................... 11

TYPES OF RETIREMENT INCOME .........................................................................................11 Standard Form of Payment .................................................................................................................. 11

Not Married ........................................................................................................................................................ 11 Married – 50% Joint and Survivor Annuity ..................................................................................................... 11

Pre-Retirement Survivor Annuity ........................................................................................................ 11 Optional Forms of Payment ................................................................................................................. 12 Choosing An Optional Benefit Form of Payment .............................................................................. 13 Possible Benefit Payment Restrictions .............................................................................................. 13

SPECIAL PROVISIONS AFFECTING GRANDFATHERED PARTICIPANTS FROM THE HERCULES PENSION PLAN ...................................................................................................13

VESTING ..................................................................................................................................14

CLAIM PROCEDURES ............................................................................................................14 How to Apply For Benefits ................................................................................................................... 14 Notice of Claim Denial/Right of Appeal .............................................................................................. 15

Initial Claim – Notice of Denial ........................................................................................................................ 15 Appeal of Denied Claim.................................................................................................................................... 15

PLAN INFORMATION ..............................................................................................................16 Plan Sponsor ......................................................................................................................................... 16 Plan Identification ................................................................................................................................. 16 Plan Year ................................................................................................................................................ 17 Trust Fund ............................................................................................................................................. 17 Legal Service ......................................................................................................................................... 17 Participants’ Rights .............................................................................................................................. 17 Plan Interpretation/Administration ..................................................................................................... 18 Plan Amendment/Termination ............................................................................................................. 18 Top-Heavy Provisions .......................................................................................................................... 18 PBGC Insurance ................................................................................................................................... 18 Assignment of Benefits ........................................................................................................................ 19

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Authority to Delegate ........................................................................................................................... 19 Elections and Notices .......................................................................................................................... 19 Applicable Law ...................................................................................................................................... 19

SPECIAL PARTICIPANT GROUPS .........................................................................................19

APPENDIX B ............................................................................................................................20

APPENDIX C ............................................................................................................................21

APPENDIX E ............................................................................................................................23

APPENDIX F ............................................................................................................................25

APPENDIX G ............................................................................................................................26

APPENDIX H ............................................................................................................................27

APPENDIX J ............................................................................................................................29

APPENDIX K ............................................................................................................................30

APPENDIX L ............................................................................................................................31

APPENDIX N ............................................................................................................................32

APPENDIX O ............................................................................................................................34

APPENDIX P ............................................................................................................................35

APPENDIX Q ............................................................................................................................37

APPENDIX R ............................................................................................................................39

APPENDIX S ............................................................................................................................41

APPENDIX T ............................................................................................................................43

APPENDIX U ............................................................................................................................44

APPENDIX V ............................................................................................................................45

APPENDIX W ...........................................................................................................................46

APPENDIX X ............................................................................................................................47

APPENDIX Y ............................................................................................................................48

APPENDIX Z ............................................................................................................................49

APPENDIX AA .........................................................................................................................51

APPENDIX BB .........................................................................................................................53

APPENDIX CC .........................................................................................................................55

APPENDIX DD .........................................................................................................................57

APPENDIX EE ..........................................................................................................................59

APPENDIX FF ..........................................................................................................................61

APPENDIX GG .........................................................................................................................62

APPENDIX HH .........................................................................................................................63

APPENDIX II ............................................................................................................................64

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APPENDIX JJ...........................................................................................................................65

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ABOUT THIS BOOKLET

This Summary Plan Description (“SPD”) summarizes the provisions of the Ashland Hercules Pension Plan (the “Plan”) for employees (the “Employees”) of Ashland, Inc. and/or Hercules, Inc., or their subsidiaries or affiliates (the “Company”), who participate in Schedule B of the Plan. This SPD is effective January 1, 2014. This booklet describes benefits earned under Schedule B of Part 1 of the Plan. If a member has accrued a benefit under Schedules A, C, D, E of Part 1 or Part 2 of the Plan, that member must refer to the summary plan descriptions created for those Schedules or for Part 2 of the Plan. The Pension Plan of Hercules Incorporated (the “Hercules Pension Plan”) was originally effective January 1, 1913. The Ashland, Inc. and Affiliates Pension Plan (the “Ashland Pension Plan”) was originally effective March 1, 1951 and was frozen on September 30, 1986. On or about November 13, 2008, Hercules Incorporated was acquired by the Company. Effective September 30, 2009, the Ashland Pension Plan was merged into the Hercules Pension Plan and was then re-named the Ashland Hercules Pension Plan. The merger of the plans did not change the way your benefits are computed or administered. The Plan is maintained in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and within federal tax regulations. The provisions of the Plan are subject to change due to changes in the law or regulations promulgated by the Internal Revenue Service (“IRS”) or Department of Labor (“DOL”). If any provisions of this SPD change, you will be notified by the Plan. The Company maintains the Plan to provide retirement benefits for the exclusive benefit of Employees, and his or her beneficiaries, as explained below. The Plan is intended to qualify as a defined benefit plan under Section 401(a) of the Internal Revenue Code (the “Code”) and the Trust is intended to qualify as a tax exempt trust under Code Section 501(a). The Plan is administered by the Plan Administrator. If there is any discrepancy between this SPD and the governing Plan document and Trust Agreement, the Plan document or the Trust Agreement shall govern. You may call the Ashland HR Service Center at 1-800-782-4669 if you have any questions about this SPD. No provision of the Plan: (1) gives any Employee the right to be retained by the Company; (2) affects the right of the Company to terminate or discharge any Employee at any time; (3) gives the Company the right to require any Employee to remain in its employ; or (4) affects any Employee's right to terminate employment at any time. References to "Plan Sponsor" are to Hercules Incorporated. References to “Plan Administrator” are to the Ashland Inc. Investment and Administrative Oversight Committee (“IAOC”). The Plan has multiple groups of Participants that have differing eligibility, benefits, forms of payment and other Plan terms. Where these groups differ from the terms explained in this SPD, an Appendix will explain the difference. The following groups of Participants must refer to their appropriate Appendix to determine the Plan’s term as applicable to them. Each Participant Group and corresponding Appendix are listed in the section “Special Participant Groups.” These groups of Participants will be collectively referred to as “Special Participant Groups” in the remainder of this SPD.

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PLAN PARTICIPATION Eligibility Except for certain Special Participant Groups, participation in the Plan shall commence immediately upon an Employee’s date of hire at an employment location, or upon his first day of employment in an employment status, to which Schedule B has been extended. Notwithstanding the foregoing, Employees who are members of a collective bargaining unit that has bargained in good faith for separate and alternative retirement benefits or where such bargaining has resulted in no pension plan coverage are not eligible to participate in the Plan under the provisions of Schedule B except as otherwise provided herein. The provisions of Schedule B have been extended to the Employees of Hercules Incorporated, and the following subsidiaries Global Environmental Solutions, Inc., Hercules Defense Electronics, Inc., Aqualon Company, Hercules Country Club, and FiberVisions, Inc. (effective May 1, 1999) (all of which are considered singularly a “Participating Company” and together are “Participating Companies”), except to the extent such Employees are members of a collective bargaining unit which has bargained in good faith for other retirement benefits. Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above eligibility rules are the same. Transfer Out of an Eligible Group If you transfer out of an eligible group that is not extended benefits under Schedule B of the Plan, your participation is suspended as long as you are employed in an ineligible group. Re-employment of a Participant If you terminate employment while unvested and are rehired, you are not eligible to participate in Schedule B of the Plan. Upon your reemployment with a location participating under Schedule B of the Plan, you will receive credit for any Credited Service, excluding any absence from work in which you did not earn any Earnings. If you are receiving payments under the Plan upon your reemployment, payments will cease during the period of reemployment. Payment will recommence upon your termination of employment and will be reduced by the actuarial equivalent of the payments you already received.

CONTRIBUTIONS

The Company makes actuarially determined contributions to the Plan to maintain funding levels required by federal law. Participant contributions are not required or permitted.

SERVICE

Except for certain Special Participant Groups, each month in which you accrue Earnings or, following January 1, 1985, are eligible to receive benefits under the Long Term Disability Plan of the Company (the “LTD Plan”) (up to the maximum described below), you will be credited as a month of Credited Service. The total months of Credited Service, divided by 12, will equal your number of years of Credited Service. Your years of Credited Service are used to calculate your pension benefit under the Plan. In addition, the Company may grant you Credited Service for any time you may spend on military duty or at a related or acquired company or a subsidiary. Credited Service will accrue while you are eligible to receive benefits under the LTD Plan up to a certain age. For Participants first qualified to receive payments under the LTD Plan prior to October 1, 1990, Credited Service will accrue until you reach age 60. For Participants first qualified to receive benefits under the LTD Plan on or after October 1, 1990, Credited Service will accrue until you reach age 65. Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above service crediting rules are the same. The Special Participant Groups are defined in the section entitled “Special Participant Group.”

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DIRECT ROLLOVER DISTRIBUTIONS

Direct Rollover of Lump Sum Distributions A Participant or a Participant’s surviving spouse who will receive a lump sum distribution may elect to directly transfer all or an allowed portion of the distribution (determined in increments of 10 percent) to an eligible employer plan, traditional Individual Retirement Account (IRA) or a Roth IRA that accepts rollover contributions. An eligible rollover distribution cannot be rolled over to a SIMPLE IRA or a Coverdell Education Savings Account (formerly known as an education IRA). An eligible employer plan includes tax-qualified plans of deferred compensation under Section 401(a) of the Internal Revenue Code; Section 403(a) annuity plans; Section 403(b) tax-sheltered annuities; and an eligible Section 457(b) plan maintained by a governmental employer. An individual may only designate one eligible employer plan, traditional IRA or Roth IRA that will receive all or an allowed part of a lump sum distribution. Annuity distributions are not eligible for direct rollover. The Plan Sponsor may impose other allowed restrictions on direct rollovers, from time to time. A beneficiary who is not your surviving spouse may also directly transfer an eligible rollover distribution to a traditional IRA. In that event, the IRA must be treated as an inherited IRA. If such a beneficiary delays making this transfer until after December 31 in the year following your death, the IRA will be subject to the required distribution rule of this Plan, which requires a complete distribution by December 31 of the fifth calendar year following the calendar year of your death. Automatic Rollover If the present value of your benefit is $5,000 or less (or monthly benefit of $35.00 or less) it is subject to the mandatory cash out distribution rules under the Plan. If your benefit is subject to these rules, you can elect to receive your benefit or you can elect to have your benefit directly rolled over to an eligible plan of your choice. The IRA provider that the Plan Administrator designated is:

The Principal Bank 711 High Street

Des Moines, Iowa 50392-0040 Therefore, if you fail to elect to receive a distribution or fail to elect an eligible plan for a direct rollover of your benefit, the Plan will transfer your benefit to The Principal Bank to hold your benefit in an IRA for you. Once transferred to this IRA, your benefit will be invested in an FDIC insured savings account. The fees charged by the IRA provider will be deducted directly from your benefit. There are early withdrawal fees if you withdraw or transfer your benefit within 90 days of the date your IRA is established. All of the fees are subject to change. The fees cannot exceed what the IRA provider charges for its other rollover IRAs. The mandatory automatic rollover rules described in this section do not apply to your surviving spouse, an alternate payee under a qualified domestic relations order or to your designated beneficiary. Mandatory cash out amounts that are $1,000 or less will be distributed directly to you without your consent, unless you elect to directly rollover those amounts to an eligible plan of your choice before the distribution. If you have questions about the automatic rollover rules, you can contact the HR Service Center at 1-800-782-4669. You can address written questions to the Ashland Inc. Employee Benefits Department, Attention: Pension Automatic Rollover, 3499 Blazer Parkway, Lexington, Kentucky 40509.

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WHEN YOU CAN RETIRE

Except for certain Special Participant Groups, your retirement benefit under Schedule B of the Plan is as follows. If you were an active Participant in the Hercules Pension Plan as of December 31, 1984 and were covered under Schedule B of the Plan prior to January 1, 2005 see the section on Special Provisions Affecting Grandfathered Participants From the Hercules Pension Plan below. Otherwise, your retirement benefit can begin as provided in this section.

Normal Retirement Your Normal Retirement Date is the first day of the month following your 65th birthday. Your Normal Retirement Age is 65. You will be eligible to receive a Normal Retirement Pension, as more fully explained below, when you terminate on or after your Normal Retirement Date and accrue 10 years of Credited Service with the Company. Deferred Vested Retirement If you terminate without 10 years of Credited Service, you will be eligible for your Deferred Vested Pension, as more fully explained below. Early Retirement You may retire before your Normal Retirement Age. This is known as your Early Retirement Date. You may retire as early as age 55. Upon attainment of your Early Retirement Age, you will be eligible to receive an Unreduced Early Retirement Pension or a Reduced Early Retirement Pension, as more fully explained below. Postponed Retirement You will be eligible for Postponed Retirement as early as age 55 if you so elect, provided, you are eligible for a Reduced Early Retirement Pension but not eligible for an Unreduced Early Retirement Pension. Your Postponed Retirement may be delayed to age 62. The Postponed Retirement will be computed in the same manner as the Reduced Early Retirement Pension or the Unreduced Early Retirement Pension, whichever is applicable. In addition to the above, a mandatory distribution (i.e., required minimum distribution) will be made to you on April 1

st following the calendar year in which (a) you attain age 70.5 or (b) retire, whichever occurs

later, and by December 31st for each subsequent distribution.

Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above normal, early, deferred vested, postponed, or delayed retirement rules are the same. The Special Participant Groups are defined in the section entitled “Special Participant Groups.”

RETIREMENT INCOME BENEFITS

Except for certain Special Participant Groups and active Participants in the Hercules Pension Plan as of December 31, 1984 who were covered under Schedule B of the Plan prior to January 1, 2005 (see Special Provisions Affecting Grandfathered Participants from the Hercules Pension Plan below), your retirement benefit under Schedule B of the Plan is as follows.

Normal Retirement Pension Your Normal Retirement Pension equals 1.2% of the “Average Monthly Earnings” up to the Social Security Earnings Base plus 1.6% of the Average Monthly Earnings in excess of the Social Security Earnings Base multiplied by your years and months of Credited Service. In the case of a Participant who was not covered under Schedule C of the Plan before January 1, 2005, a base period of the 60 consecutive calendar months for which his or her Earnings are the highest during his or her final 120 calendar months of service; provided however, that such 60 and 120 months figures

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shall each be increased by the whole or partial consecutive calendar months after December 31, 2004 in which he or she has Earnings. Earnings or Compensation is your regular base salary, wages and commissions, including pre-tax contributions under the Ashland Savings Plan, Medical Plan, Dental Plan and Flexible Spending Accounts Plan. Commissions and other Participating Company designated non-standard pay, which are considered part of your base salary or wages paid the previous calendar year, are added to compensation the following calendar year for Plan purposes. Compensation does not include such special pay as severance pay, incentive bonuses, awards, overtime, shift premium or other allowances not included in your base compensation rate. If the Company's policy for military leave of more than 30 days in qualified military services provides for differential wage payments and if you are on such a military leave, then you are treated as an Employee for purposes of the Plan. A differential wage payment is compensation that is equal to the difference between your ordinary base compensation and what you are paid for your qualified military service. The payment of differential wages means you are considered to continue in Plan service while receiving such wages and such wages count towards Plan benefits. Social Security Earnings Base is used to help determine how to calculate your pension benefit under the Plan. The Social Security Earnings Base is half of the historical maximum Social Security wage base in effect prior to your retirement divided by 12, which results in a monthly factor. Example: Assume your Average Monthly Earnings is $4,800 and the Social Security Earnings Base is $3,666 and you have 35 years of Credited Service. The formula below shows you how to estimate your monthly pension benefit.

1. Enter your final Average Monthly Earnings

$4,800.00

2. Enter Social Security Earnings Base

$3,666.00

3. Subtract Line 2 from Line 1

$1,134.00

4. Multiply Line 2 by 1.2% (.012)

$43.99


$18.14

6. Add Lines 4 and 5

$62.13

7. Multiply Line 6 by the number of years and months of Credited Service

35 Years

8. Your estimated monthly pension

$2,174.55

Delayed Pension Participant’s Termination of Employment occurs after such Participant is eligible for a Reduced Early Retirement Pension but before such Participant is eligible for an Unreduced Early Retirement Pension, such Participant shall be eligible to delay his Pension Benefit Payment Commencement Date, but in no event shall such delay continue past the Participant’s sixtieth (60th) birthday. If your first payment date occurs on or after December 1, 1992, your benefit will be calculated in the same manner as a Reduced Early Retirement below. If your first payment date occurred before December 1, 1992, your benefit will be calculated in the same manner as a Reduced Early Retirement below except the reduction factor used will be .667% for each month.

Deferred Vested Pension Your Deferred Vested Pension will be calculated in the same manner as the Normal Retirement Pension if you retire at your Normal Retirement Age. A Participant may elect to receive payment of a Deferred

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Vested Pension as early as age 55 by proper application. The amount which would have been payable at age 65 will be actuarially reduced in accordance with reductions determined pursuant to actuarial tables (GAM 1983 using an interest rate assumption of 8%) applied to each month by which the Participant’s first payment date precedes the date on which the Participant reaches age 65.

Early Retirement Pension Your Early Retirement Pension will be calculated in the same manner as the Normal Retirement Pension if you terminate employment before Normal Retirement Age at age 60 or later with 10 years of Credited Service. Example: Assume you are age 62 and have been with the Company for 20 years. Assume also that your Average Monthly Earnings are $4,800 and the Social Security Earnings Base is $3,666. The formula below shows you how to estimate your monthly pension benefit.


$4,800.00


$3,666.00


$1,134.00


$43.99


$18.14


$62.13


20 Years

8. Your estimated monthly pension

$1,242.60

If you retire before you are eligible for an Unreduced Early Retirement Pension and terminate at age 55 with 10 years of Credited Service, you will be eligible for a Reduce Early Retirement. Your Reduced Early Retirement Pension will be calculated in the same manner as the Normal Retirement Pension but will be reduced by a percentage that is multiplied by each year, or fraction thereof, that a Participant’s Termination of Employment precedes the Participant’s sixtieth (60th) birthday. The annual reduction percentage is computed by dividing 150 by a Participant’s Vesting Service with a maximum reduction for each year of five percent (5%) per year or .4167% for each month. Example: Assume the same as above, but you are age 58 and have been with the Company for 20 years. Your estimated monthly pension would be 90% (24 months multiplied by .4167%) of the Normal Retirement Pension, or, thought of another way, it would be reduced by 10%. Your pension at age 58 would be $1,118.34.


$4,800.00


$3,666.00


$1,134.00


$43.99


$18.14

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$62.13


20 Years

8. Your estimated monthly pension (with no reduction)

$1,242.60

9. 10% reduction for 24 months to age 60 $124.26

10. Your estimated monthly pension $1,118.34

Death Benefit There is no pre-retirement death benefit under the annuity formula other than the pre-retirement survivor annuity for the surviving spouse. If a single Participant dies with a vested benefit the benefit is forfeited. Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above normal, deferred vested, early (reduced or unreduced) and death benefit pension rules are the same. The Special Participant Groups are defined in the section entitled “Special Participant Groups.”

TYPES OF RETIREMENT INCOME

Your retirement benefit under Schedule B of the Plan is as follows except for certain Special Participant Groups rules may apply. Furthermore, if you were an active Participant in the Hercules Pension Plan as of December 31, 1984 and were covered under Schedule B of the Plan prior to January 1, 2005 see the section on Special Provisions Affecting Grandfathered Participants from the Hercules Pension Plan below. Otherwise, your retirement benefit can be distributed in the form as provided in this section.

Standard Form of Payment Your retirement income will be paid in the following manner according to your marital status, unless you elect an option described in the Optional Forms of Payment Section. Not Married If you are not married, the standard form of distribution will be in the form of a life annuity in monthly installments over your lifetime. When you die, payments stop. There is no payment after your death. Married – 50% Joint and Survivor Annuity If you are married, the standard form of distribution will be in the form of a 50% Qualified Joint and Survivor Annuity over your lifetime, with a survivor annuity to your surviving spouse. If you die prior to retirement, your benefits will be payable to your surviving spouse in the form of qualified Pre-Retirement Survivor Annuity. These “survivor benefits” are more fully explained below.

Example: Sam is married when he retires and his monthly pension is $670, reduced for the 50 percent joint and survivor annuity. After Sam's death, his wife, if living, will be entitled to a surviving spouse's benefit of $335 a month for her lifetime. If Sam's wife predeceases him, Sam continues to receive $670 a month for his life.

Pre-Retirement Survivor Annuity If you die before you retire, your spouse will receive a monthly pension for the rest of his or her life, beginning, generally, the month following the date you would have turned age 55. If you are past that age, and still employed when you die, the pension will begin as soon as the month following your death. The amount of the pre-retirement survivor annuity will reflect your years of Credited Service, Earnings and you and your spouse’s age at the time of your death. The Company will calculate a monthly pension based on your Earnings and Credited Service to the time of your death and will pay a benefit to your surviving spouse as if you began receiving payment of your vested pension benefit beginning the first of

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the month following your death. Your surviving spouse will be given a pension equal to 50% of that amount for the rest of his or her life. A charge for this type of Pre-retirement Survivor Annuity is made to you or your beneficiary's Deferred Vested Pension benefit. The appropriate charge for an unmarried or married Participant that chooses the 100% surviving nonspouse beneficiary option to distribute his or her Deferred Vested Pension is:

From date of pension vesting through age 44: 0.10% per year the option is in effect.

From age 45 through age 50: 0.25% per year the option is in effect.

From age 50 to retirement: 0.50% per year the option is in effect.

In addition to the automatic 50% preretirement surviving spouse benefit provided to vested Participants, you may elect one of the following options at least 30 days prior to commencement of your pension benefit payments. A married Participant may elect to provide a 100% surviving spouse benefit or, with spousal consent, may elect a 50% or 100% nonspouse benefit. A married or unmarried Participant may elect a 50% or 100% nonspouse beneficiary for the Normal Retirement Pension, Reduced Early Retirement Pension, or Unreduced Early Retirement Pension. The appropriate charge for these options is:

50% Nonspouse Option: 0.5% per year the option is in effect.

100% Nonspouse Option: 0.9% per year the option is in effect.

100% Surviving Spouse Option: 0.4% per year the option is in effect. Example: Tony is married, has ten (10) years of continuous service and dies at age 50. Had he lived he would have been entitled to commence early retirement income payments at age 55. Based on his pay and service at his date of death, Tony's age 55 benefits would have been $300 a month reduced for the 50 percent joint and survivor benefit and early retirement. His wife will be entitled to a surviving spouse's benefit of $150 a month for her lifetime, beginning on the date Tony would have been entitled to receive age 55 benefits. Optional Forms of Payment You may elect to have your pension benefit paid under one of the optional methods of payment described in the following paragraphs. You must elect at least 30 days prior to receiving your first pension benefit payment. If you are married, you will need your spouse's notarized consent within 180 days before payments begin to elect a payment other than a spousal 50% Joint and Survivor Annuity. Your benefit under the prior terminated plan will be paid according to the election you make under this plan under the annuity formula.

Straight Life Annuity — Under this form of payment, your pension is paid monthly for your lifetime only. Payments stop at your death;

Straight Life Annuity with a 60 Month Certain Option – Under this form of payment, you receive a reduced monthly pension for your lifetime or 60 months, whichever is later. If you die within 60 months of first receiving a payment, your Beneficiary will receive any remaining payments. Payments stop after the later of the date of your death or 60 months;

Joint And Survivor Annuity — Under this form of payment, you receive a reduced pension during your lifetime in order to provide 100 percent or 50 percent of your reduced income to your joint annuitant. The amount of reduction in your benefit will depend on the percentage you choose to provide to your joint annuitant and the ages of you and your joint annuitant at the time you retire;

51% Partial Cash Payment – Under this form of payment, you will receive a single cash payment equal to the actuarial equivalent of 51% of the portion of your pension. You are eligible to receive this

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51% partial cash payment only if you completed 10 years of Credited Service. This optional form of benefit is not available to designated beneficiaries;

Lump Sum Payment – If the actuarial equivalent of your pension benefit determined in accordance with interest rates provided by the actuary is not greater than $5,000 at the time of payment, the Plan Administrator may pay this benefit in one lump-sum payment with your consent (but without the consent of your spouse). If your monthly benefit is $35.00 or less, and when converted to a lump sum in accordance with the above interest rates exceeds $5,000, the amount may be paid as a lump sum provided you and, if married, your spouse consent to such a payment.

Choosing An Optional Benefit Form of Payment If you wish to elect an optional form of payment, you must do so before you begin receiving your benefit. You may change your election at any time prior to the date your payments are to begin. If your joint annuitant dies before payments to you begin, your election of that form of payment will be canceled and you can make another election. If you do not make another election, you will receive your pension in the form of a straight life annuity. If you should die before payments to you begin, your optional election will not become effective. Therefore, your surviving spouse would be entitled to the benefits described in the Pre-Retirement Survivor Annuity Section of this SPD. Any change in your election which changes your spouse's benefit from the automatic form of payment to an optional form requires your spouse's notarized consent. Also, any changes among optional forms of benefit require your spouse's notarized consent, unless your spouse is your beneficiary and the change is between levels of survivor income payments under the joint and survivor income option. Possible Benefit Payment Restrictions Complicated mathematical rules apply to determine the funding level of the Plan. Under law, if the funding level falls below a prescribed threshold measured as a percentage of the Plan's liabilities, the availability of certain optional forms of distribution and certain otherwise applicable benefit increases are restricted. For example, if the Plan's adjusted funding target attainment percentage falls below 60%, lump sum distributions (other than a mandatory cash out of benefits of $5,000 or less) would not be allowed. If one or more of these funding based benefit restrictions apply, you would receive a notice from the Plan Administrator within 30 days of their application to you. Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above forms of payment rules are the same. The Special Participant Groups are defined in the section entitled “Special Participant Groups.”

SPECIAL PROVISIONS AFFECTING GRANDFATHERED PARTICIPANTS FROM THE HERCULES PENSION PLAN

If you were an active Participant in the Hercules Pension Plan as of December 31, 1984 and were covered under Schedule B of the Plan prior to January 1, 2005 (“Grandfathered Participants”) this section has special rules that apply to you. Notwithstanding anything to the contrary in this SPD, the following special provisions apply to Grandfathered Participants: (1) A Grandfathered Participant with 10 years of Credited Service may begin Reduced Early Retirement Pension at age 50 for his or her accrued benefit under the Hercules Pension Plan as of December 31, 1984 and increased for Credited Service until termination of employment with the Company. Upon attaining age 55, the benefit of a Grandfathered Participant with 10 years of Credited Service will be recalculated based on the benefit accrued under Schedules A, C, D, or E of the Plan using the actuarial reduction factors at age 55. (2) A Grandfathered Participant whose termination of employment occurs on or after January 1, 1985 and who is not eligible for an Unreduced Early Retirement Pension or a Reduced Early Retirement Pension may elect to commence his Deferred Vested Pension at age 50.

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(3) A Grandfathered Participant who on or after January 1, 1985 becomes age 50 with 10 years of Credited Service that is married may elect to a 100% spousal joint and survivor annuity. In the event the Grandfathered Participant dies prior to age 55, his or her spouse shall receive a benefit commencing with the month following the death of the Grandfathered Participant. The spouse may delay receipt until age 62. (4) A Grandfathered Participant (whether married or not) who on or after January 1, 1985 becomes age 50 but is less than age 55 with 10 years of Credited Service at the time of termination from employment may elect the joint and survivor options available under the Hercules Pension Plan, subject to appropriate charges. The surviving Beneficiary shall be entitled to the appropriate survivor benefit payable under the terms of the Hercules Pension Plan. (5) A Grandfathered Participant who becomes disabled prior to April 1, 1985, the benefit payable will be the greater of the benefit calculated under Schedule B of the Plan or the Hercules Pension Plan using Average Monthly Earnings as of December 31, 1984, and Credited Service through the date of termination of employment.

VESTING

Except for certain Special Participant Groups, vesting refers to the process by which you obtain full entitlement or a non-forfeitable interest in your benefit under the Plan. You will be fully vested if you are employed upon attainment of Normal Retirement Age or upon completion of 5 years of Vesting Service. If a Participant receives earnings or is eligible to receive benefits under the Long Term Disability Plan of the Company, even if the Participant has terminated service, for at least six (6) months in a vesting computation period, the Participant is credited with one year of Vesting Service. A Participant’s initial vesting computation period beings on the date of hire and ends twelve (12) months later. Subsequent vesting computation periods operate on the same twelve month cycle as the initial vesting computation period. Your vested benefits will be forfeited upon your death if you are not married and have revoked the standard form of benefit, as described above, or if you are married and have not elected a joint and survivor benefit. If you leave the Company before your benefit is vested, your non-vested accrued benefit is treated as though it were distributed. The Vesting Service related to that deemed distribution is forfeited. You lose all of your Vesting Service if you are not re-employed. If you are re-employed your prior Vesting Service, and the benefit related to that service, are automatically reinstated. Any Employee in a Special Participant Group must refer to his or her appropriate Appendix to determine whether the above vesting rules are the same. The Special Participant Groups are defined in the section entitled “Special Participant Groups.”

CLAIM PROCEDURES

How to Apply For Benefits To apply for your benefit under this Plan or your prior Plan benefits, you must complete the appropriate forms and return them to the Plan Administrator. Upon request, the Company will furnish you a description of the retirement income options available to you and an estimate of your benefit under each option. You can call the Ashland HR Service Center at 1-800-782-4669 for a description of your benefit options.

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Notice of Claim Denial/Right of Appeal Initial Claim – Notice of Denial Written notification of a denied claim will be delivered to the claimant in a reasonable period, but not later than 90 days after the claim is received. The 90-day period can be extended under special circumstances. If special circumstances apply, the claimant will be notified before the end of the 90-day period after the claim was received. The notice will identify the special circumstances. It will also specify the expected date of the decision. When special circumstances apply, the claimant must be notified of the decision not later than 180 days after the claim is received. The written decision will include:

The reasons for the denial;

Reference to the Plan provisions on which the denial is based. The reference need not be to page numbers or to section headings or titles. The reference only needs to sufficiently describe the provisions so that the provisions could be identified based on that description;

A description of additional materials or information needed to process the claim. It will also explain why those materials or information are needed; and

A description of the procedure to appeal the denial, including the time limits applicable to those procedures. It will also state that the claimant may file a civil action under Section 502 of the Employee Retirement Income Security Act of 1974, as amended (ERISA – §29 U.S.C. 1132). The claimant must exhaust the Plan’s appeal procedures before filing a civil action in court.

If the claimant does not receive notice of the decision on the claim within the prescribed time periods, the claim is deemed denied. In that event the claimant may proceed with the appeal procedure described below. Appeal of Denied Claim The claimant may file a written appeal of a denied claim with the Plan Administrator in Lexington, Kentucky. The IAOC is the named fiduciary under ERISA for purposes of the appeal of the denied claim. The IAOC has delegated its authority to the Ashland Inc. Benefit Appeals Panel (Panel). The Panel has authority to further delegate some of its authority. The appeal must be sent at least 60 days after the claimant received the denial of the initial claim. If the appeal is not sent within this time, then the right to appeal the denial is waived. The claimant may submit materials and other information relating to the claim. The Panel (or its delegate) will appropriately consider these materials and other information, even if they were not part of the initial claim submission. The claimant will also be given reasonable and free access to or copies of documents, records and other information relevant to the claim. Written notification of the decision on the appeal will be delivered to the claimant in a reasonable period, but not later than 60 days after the appeal is received. The 60-day period can be extended under special circumstances. If special circumstances apply, the claimant will be notified before the end of the 60-day period after the appeal was received. The notice will identify the special circumstances. It will also specify the expected date of the decision. When special circumstances apply, the claimant must be notified of the decision not later than 120 days after the appeal is received. Special rules apply if the Company or the Panel designates a committee as the appropriate named fiduciary for purposes of deciding appeals of denied claims. For the special rules to apply, the committee (or the Panel if it functions as such a committee) must meet regularly on at least a quarterly basis. When the special rules for committee meetings apply, the decision on the appeal must be made not later than the date of the committee meeting immediately following the receipt of the appeal. If the appeal is received within 30 days of the next following meeting, then the decision must not be made later than the date of the second committee meeting following the receipt of the appeal. The period for making the decision on the appeal can be extended under special circumstances. If special circumstances apply, the claimant will be notified by the committee or its delegate before the end of the

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otherwise applicable period within which to make a decision. The notice will identify the special circumstances. It will also specify the expected date of the decision. When special circumstances apply, the claimant must be notified of the decision not later than the date of the third committee meeting after the appeal is received. In any event, the claimant will be provided written notice of the decision within a reasonable period after the meeting at which the decision is made. The notification will not be later than five days after the meeting at which the decision is made. Whether the decision on the appeal is made by a committee or not, a denial of the appeal will include:

The reasons for the denial;

Reference to the Plan provisions on which the denial is based. The reference need not be to page numbers or to section headings or titles. The reference only needs to sufficiently describe the provisions so that the provisions could be identified based on that description;

A statement that the claimant may receive free of charge reasonable access to or copies of documents, records and other information relevant to the claim; and

A description of any voluntary procedure for an additional appeal, if there is such a procedure. It will also state that the claimant may file a civil action under Section 502 of the Employee Retirement Income Security Act of 1974 (ERISA – §29 U.S.C. 1132).

If the claimant does not receive notice of the decision on the appeal within the prescribed time periods, the appeal is deemed denied. In that event the claimant may file a civil action in court.

PLAN INFORMATION

Plan Sponsor Hercules Incorporated is the Plan Sponsor. The address and telephone number are:

Hercules Incorporated P.O. Box 14000

Lexington, KY 40512 1-800-782-4669

Plan Administrator The Ashland Inc. Investment and Administrative Oversight Committee (“IAOC”) is the Plan Administrator and a named fiduciary of the Plan. The Plan Administrator has the responsibility of managing, operating and interpreting the Plan. The Plan Administrator can be contacted through:

Ashland Inc. Employee Benefits Department

Attention: Investment and Administrative Oversight Committee P.O. Box 14000

Lexington, KY 40512 1-800-782-4669

Upon written request to the Plan Administrator, information may be provided as to whether a particular Company has adopted the Plan and the address of such a Company if it has adopted the Plan. Collective Bargaining Agreements - Certain collective bargaining units are eligible to participate in this Plan. You may review the collective bargaining agreement applicable to your group and/or request a copy from the appropriate individual at you work location. Plan Identification The Ashland Hercules Pension Plan is a trusteed, defined benefit plan providing retirement and survivor benefits. It is identified by the following numbers under IRS rules:

The Employer Identification Number assigned by the IRS to the Plan Sponsor is 51-0023450

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The Plan Number assigned to the Plan is 001 Plan Year For recordkeeping purposes, the Plan year is October 1 to the following September 30. Trust Fund Plan assets are held in a trust fund established for Plan purposes under the terms of a trust agreement. The name and address of the Trustee are:

Mellon Trust of New England, N. A. 135 Santilli Highway Everett, MA 02149

The prior terminated plan is funded by a group annuity contract issued by Metropolitan Life Insurance Company. Legal Service Service of legal process may be made upon the Secretary of Ashland Inc., 50 E. RiverCenter Boulevard, P. O. Box 391, Covington, KY 41012. Legal process may also be served on the Trustee. Participants’ Rights As a Participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that all Plan Participants shall be entitled to:

Examine without charge at the Plan Administrator's office and at various work sites all Plan documents including insurance contracts, collective bargaining agreements and copies of all documents filed by the Plan with the U.S. Department of Labor, such as annual reports and Plan descriptions;

Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. There will be a charge of $.10 per page for these documents and you will be required to furnish a personal check, payable to Ashland Inc., covering the photocopying cost prior to receiving such copies;

Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary financial report;

Obtain, once a year, a statement of the total pension benefits accrued and the nonforfeitable (vested) pension benefits (if any), or the earliest date on which benefits will become nonforfeitable (vested). This information will be furnished upon receipt of your written request to the Plan Administrator; and

File suit in a federal court if any materials requested are not received within 30 days of your request, unless the materials were not sent because of matters beyond the control of the Plan Administrator. The court may require the Plan Administrator to pay up to $110 for each day’s delay until the materials are received.

In addition to creating rights for Plan Participants, ERISA imposes obligations upon the persons who are responsible for the operation of the employee benefit plan. These persons are referred to as "fiduciaries" under the law. Fiduciaries must act solely in the interest of Plan Participants and they must exercise prudence in the performance of their Plan duties. Fiduciaries who violate ERISA may be removed and required to make good any losses they have caused the Plan. Your employer may not fire or discriminate against you to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If you are improperly denied a benefit, in full or in part, you have a right to file suit in federal or state court. If Plan fiduciaries are misusing the Plan's money, you have a right to file suit in a federal court or request assistance from the U.S. Department of Labor. If you are successful in your lawsuit, the court may, if it so decides, require the other party to pay your legal costs, including attorney's fees.

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If you have any questions about this statement or your rights under ERISA, you should contact the Plan Administrator or the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. Plan Interpretation/Administration The Plan Administrator has all necessary, appropriate, and convenient discretion, power and authority to interpret, administer and apply the provisions of the Plan with respect to all persons having or claiming to have any rights, benefits, entitlements or obligations under the Plan. This includes, without limitation, the ability to make factual determinations, construe and interpret provisions of the Plan, reconcile any inconsistencies between provisions in the Plan or between provisions of the Plan and any other statement concerning the Plan, whether oral or written, supply any omissions to the Plan or any document associated with the Plan, and to correct any defect in the Plan or in any document associated with the Plan. All such factual determinations and interpretations of the Plan and documents associated with the Plan and questions concerning its administration and application as determined by the Plan Administrator shall be binding on all persons having an interest under the Plan. The Plan Administrator may employ one or more persons to render advice with respect to its fiduciary responsibilities. The Plan Administrator may also delegate fiduciary responsibilities to one or more persons who shall have the right to employ one or more persons to render advice with respect to its fiduciary duties. There is no restriction on any person serving in more than one fiduciary capacity under the Plan. Plan Amendment/Termination Subject to the applicable collective bargaining agreement, the Plan Sponsor, or the Personnel & Compensation Committee of the Ashland Inc. Board of Directors, the Chief Executive Officer of Ashland Inc. or the delegates of either of the foregoing (pursuant to resolution, by-law, or otherwise), reserves the right, in its sole discretion, to amend, suspend, modify, interpret, discontinue or terminate the Plan or change the funding method at any time without the requirement to give cause or consideration to any individual. No accounting treatment or funding of the Plan shall be deemed evidence of an intent to limit in any way the right to amend or terminate the Plan. Top-Heavy Provisions There are provisions in the Plan that go into effect if the Plan should ever show an imbalance in benefits for Company officers. A more detailed explanation of these provisions will be provided in the extremely unlikely event they should ever go into effect. PBGC Insurance Benefits under this Plan are insured by the Pension Benefit Guaranty Corporation (PBGC) if the Plan terminates. Generally, the PBGC guarantees most vested normal retirement age benefits, early retirement benefits, and certain survivor's pensions. However, the PBGC does not guarantee all types of benefits under covered plans, and the amount of benefit protection is subject to certain limitations. The PBGC guarantees vested benefits at the level in effect on the date of plan termination. However, if a plan has been in effect less than five years before it terminates, or if benefits have been increased within the five years before plan termination, the whole amount of the plan's vested benefits or the benefit increase may not be guaranteed. In addition, there is a ceiling on the amount of monthly benefit that the PBGC guarantees, which is adjusted periodically. For more information on the PBGC insurance protection and its limitations, contact the PBGC. Inquiries to the PBGC should be addressed to the Office of Communications and Public Affairs, PBGC, 1200 K Street, N.W., Washington, D.C. 20005-4026. The PBGC may also be reached by calling 1-800-400-7242.

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Assignment of Benefits Benefits under the Plan cannot be assigned, except as may be allowed under Internal Revenue Code section 401(a)(13). You may not pledge or otherwise transfer your right to receive benefits with one exception. If, as a result of a divorce, you are responsible for child support, alimony or marital property rights payments, all or a portion of your Plan benefit could be assigned to meet these payments under a qualified domestic relations order. The Plan Administrator has procedures and a model order that are used in connection with reviewing an order to determine whether it is qualified under federal law. You can get a copy of these materials by calling the Ashland HR Service Center at 1-800-782-4669. Authority to Delegate The Plan Administrator may employ one or more persons to render advice with respect to its fiduciary responsibilities. The Plan Administrator may also delegate fiduciary responsibilities to one or more persons who shall have the right to employ one or more persons to render advice with respect to its fiduciary duties. There is no restriction on any person serving in more than one fiduciary capacity under the Plan. Elections and Notices An election, designation, notice or other correspondence made regarding coverage under the Plan shall not be effective unless it is made both in writing and received by the Plan Administrator (or its delegate), except as otherwise provided under the terms of the Plan or by the Plan Administrator. Applicable Law This Plan shall be construed and enforced according to the laws of the State of Delaware, to the extent that Delaware law is not pre-empted by federal law.

SPECIAL PARTICIPANT GROUPS

If you are a member of a Special Participant Group, you must review your appendix to determine how the Schedule B of the Plan specifically applies to you. Each appendix attempts to explain how the terms of Schedule B of the Plan for each Special Participant Group differs from the terms explained in this booklet. Appendix Special Participant Group

B Participants of the 1985 Flex-5 Retirement Incentive Program

C Participants of the 1986 Limited Retirement Incentive Program

E Participants of the 1988/89 Limited Retirement Incentive Program

F Participants of The Pension Plan of Simmonds Precision Products, Inc.

G Participants who on September 14, 1979 became employees of Ciba-Geigy Corporation

H Participants of the 1994 Voluntary Retirement Incentive Program

J Participants of the Aqualon Retirement Income Plan that merged with the Plan

K Members of the International Brotherhood of Teamsters Allied and Industrial Workers Local 258

L Members of the United Steel Workers of America Local 8129

N Participants of the 1995 Voluntary Retirement Incentive Program

O Participants of the PICCO Salaried and Non-Salaried Employees Pension Plan merged into the Plan

P Participants of the 1998 Voluntary Retirement Incentive Program for Information Management Employees in Wilmington

Q Participants of the 1997 Voluntary Retirement Incentive Program for employees at the Brunswick and Oxford facilities

R Participants of the 1997 Voluntary Retirement Incentive Program for employees of FiberVisions, Inc. as the Oxford facility

S Participant of the 1997 Hopewell Voluntary Reduction Program

T Members of the American Federation of Grain Millers, Local 257, Kenedy, Texas

U Participants who on June 27, 1996 became employees of Hexcel Corporation

V Participants who on January 1, 1996 became employees of MacDermid, Inc.

W Members of the Paper, Allied Industrial, Chemical and Energy Workers, Local 5-713

X Members of the Independent Union of Delaware Valley Chemical Workers

Y Members of the International Union of Operating Engineers, Local 474

Z Participants of the 1997 Parlin Salaried Voluntary Reduction Program

AA Participants of the 1997 Missouri Chemical Works Salaried Voluntary Reduction Program

BB Participants of the 1997 Missouri Chemical Works Wage Voluntary Reduction Program

CC Participants who on June 27, 1997 became employees of the Fibers Joint Venture

DD Participants of the 2000 Missouri Chemical Works Salaried Voluntary Reduction Program

EE Participant of the 2000 Hopewell Voluntary Reduction Program

FF Participants who on September 28, 2000 became employees of CPKelco

GG Participants who within six months of April 27, 2001 became employees of GEO

HH Members of the International Union of Operating Engineers, Local 68

II Members of the International Brotherhood of Teamsters, Local 200

JJ Members of the International Union of Operating Engineers, Local 701

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APPENDIX B

1985 Flex-5 Retirement Incentive Program (hereinafter referred to as “1985 Program”)

A. Eligibility

Full-time salaried employees of Hercules Specialty Chemicals Company who, as of March 4, 1985, are fully vested under the Plan and who are not assigned as operations personnel at plan locations.

B. Participation

Those eligible Employees who elected to participate in the 1985 Program by filing the designated forms prior to the close of the 1985 Program (and who subsequently retire effective May 1, 1985, are Participants under this 1985 Program.

C. Election Period

The Election Period, during which eligible Employees may elect to participate in this 1985 Program, began March 4, 1985, and ended on March 29, 1985. An election filed for which no retirement takes place effective May 1, 1985 was void and the Employee shall not be entitled to benefits hereunder.

D. Retirement

In order to be eligible for benefits hereunder, the effective date of retirement shall be May 1985, or in the case of a Participant terminating employment, the effective date of retirement shall be April 30, 1985, unless either the retirement or termination date is delayed by the Company in its sole discretion.

E. Program Benefits

1. Credited Service A Participant who retires hereunder shall be credited with five (5) additional years of service.

2. Additional Years of Age Each Participant in the 1985 Program shall be credited with an additional five (5) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements toward an Unreduced Early Retirement Pension and Reduced Early Retirement Pension.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 1985 Program, in addition to the other forms of payments, may be payable at the election of a Participant in a lump sum.

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APPENDIX C

1986 Limited Retirement Incentive Program (hereinafter referred to as “1986 Program”)

A. Eligibility Salaried Employees of Hercules not represented by a union who as of May 31, 1986, are at least age 55 with ten (10) or more years of Credited Service, who are not otherwise excluded herein, who are employed or assigned to the following locations:

Home Office -- Wilmington, Delaware Research Center -- Wilmington, Delaware Marketing Center -- Wilmington, Delaware Printing Plant -- Wilmington, Delaware Country Club -- Wilmington, Delaware E&PT Center -- Wilmington, Delaware Computer Systems Department -- Eastern and Western Divisions Hercules Aerospace Products Group Office -- Salt Lake City, Utah Hercules Aerospace Products Group Field Offices Hercules Aerospace Company Bacchus Plant Hercules Aerospace Company Clearfield Plant

When Employees are not assigned to a specific Hercules geographic location, the term “assigned to” shall refer to the Employee’s salary location. Employees otherwise eligible but excluded specifically from eligibility to participate are: 1. Corporate and Company Presidents 2. Corporate Vice Presidents 3. Corporate Functional Vice Presidents 4. Employees who have been approved for, applied for or are receiving benefits under the

Hercules Long-Term Disability Plan within the six (6) months prior to or following the Close of this 1986 Program.

B. Participation

Those eligible Employees who elect to participate in the 1986 Program by filing the designated forms prior to the close of the 1986 Program and who subsequently retire during the period beginning June 1, 1986, and ending December 1, 1986, are Participants under this 1986 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in this 1986 Program, began June 2, 1986 and ended on June 24, 1986.

D. Retirement In order to be eligible for benefits hereunder, the effective date of retirement must commence between June 1, 1986, and December 1, 1986, otherwise referred to as the “Retirement Period.” Participants may request a specific retirement effective date; however, Hercules reserves the right to schedule all retirement dates hereunder.

E. Program Benefits 1. Credited Service

A Participant who retires hereunder shall be credited with three (3) additional years of service. For purposes of this 1986 Program and applicable to Participants under this 1986 Program only, service pursuant to benefits granted hereunder only shall be credited beyond age 65.

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2. Additional Years of Age Each Participant in the 1986 Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and a Reduced Early Retirement Pension and Delayed Pension.

F. Benefit Payment Provision

Those benefits derived from the additional age and service pursuant to this 1986 Program, shall be paid in accordance with the Plan provisions. For purposes of calculating the 51% lump-sum partial cash payment benefit option and any post-retirement form of payment, the Participant’s actual age at retirement shall be used.

G. Death Prior to Retirement If a Participant hereunder dies prior to retiring, provisions of the Joint and Survivor Benefit Forms and options, Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service benefits granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

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APPENDIX E

1988/89 Limited Retirement Incentive Program (hereinafter referred to as “1988/89 Program”)

A. Eligibility Salaried U.S. payroll Employees of Hercules not represented by a union, who, as of February 28, 1989, are at least 55 years old with ten (10) or more years of Credited Service, who are not otherwise excluded herein shall be eligible to participate in the 1988/89 Program. When an Employee is not assigned to a specific Hercules geographic location, the term “assigned to” shall refer to the Employee’s salary location. Employees otherwise eligible but excluded specifically from eligibility to participate are: 1. The Chairman and Chief Executive Officer, President and Chief Operating Officer, and

Vice Chairman and Chief Financial Officer of Hercules; 2. Employees who have been approved for, have applied for, or have received benefits

under, the Hercules Long-Term Disability Plan within the six (6) months prior to or following the Close of this 1988/89 Program. (See Section C hereof.)

3. The following locations and Groups: Kenvil Cooperative Industries, Inc. (Chester, NJ) Engine Systems Division of Simmonds Precision Products, Inc. (Norwich, NY)

The Composites Products Group of Hercules Aerospace Company (except those Hercules employees associated with the start-up of the Intermarine Joint Venture) Employees who are part of the recently expanded Composite Structures Organization at Bacchus

Terre Haute Home Office Engineering Radford Sunflower

B. Participation Those eligible Employees who elected to participate in the 1988/89 Program by filing the designated forms prior to the Close of the 1988/89 Program and who subsequently retire during the period beginning March 1, 1989, and ending June 1, 1989, shall be Participants under this 1988/89 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in this 1988/89 Program, began February 6, 1989 and ended on March 10, 1989.

D. Retirement In order to be eligible for benefits hereunder, the effective date of retirement must commence by March 1, 1989, and June 1, 1989, otherwise referred to as the “Retirement Period.” Participants may request a specific retirement effective date; however, Hercules reserves the right to schedule all retirement dates hereunder. The Retirement Period may be extended for an additional period (up to March 1, 1990) for individuals whose retirement Hercules has determined should be delayed past June 1, 1989 in the best interest of Hercules. Such individuals will be identified at the start of the 1988/89 Program along with their retirement dates.

E. Program Benefits 1. Credited Service

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A Participant who retires hereunder shall be credited with three (3) additional years of service.

2. Additional Years of Age Each Participant in the 1988/89 Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for Unreduced Early Retirement Pension and Reduced Early Retirement Pension and Delayed Pension.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 1988/89 Program, shall be paid in accordance with Plan. For purposes of calculating the 51% lump-sum partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age of retirement.

The amount attributable to the 1988/89 Program may, at the Participant’s option, be paid over a period which is the greater of either 5 years or the period from the date of retirement to the date when the Participant attains age 62. Such payment option may not be taken, however, if the 51% lump-sum partial cash payment benefit option is elected. The interest rate to be used in calculating the value of such this benefit option shall be 8 1/4%. A constant factor of .9864 will be used in calculating the 50% surviving spouse benefit, regardless of the Participant’s or Beneficiary’s age.

G. Death Prior to Retirement

If a Participant hereunder dies prior to retiring, provisions of Article VIII [Article VIII, A.] of Schedule B of the Plan, (Joint and Survivor Benefit Forms and Options, Pre-Retirement Benefits) shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service benefits granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

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APPENDIX F

Participation in The Pension Plan of Simmonds Precision Products, Inc.

A. Computation of Benefit The accrued pension benefit of a Participant who was an active Participant in the Pension Plan of Simmonds Precision Products, Inc. (the “Simmonds Plan”) on September 30, 1986, and who was an active Participant in the Plan on January 1, 1989, shall be the sum of the following:

1. The Participant’s accrued pension benefit as of September 30, 1986, under the Simmonds Plan, adjusted by substituting Average Monthly Earnings under the Plan for Final Average Compensation under the Simmonds Plan, and

2. The Participant’s accrued pension benefit under the Plan determined by using Credited Service beginning October 1, 1986.

B. Distribution Options for Simmonds Plan Benefit

A Participant under the Simmonds Plan may elect, with respect to such benefit, to elect any distribution option under the Plan for which he qualifies or to elect any distribution option available under the Simmonds Plan for which he qualifies, except a joint and two-thirds (2/3) annuity. A distribution made pursuant to one of the distribution options available under the Simmonds Plan shall be governed by the provisions of the Plan to the extent not inconsistent with the Simmonds Plan.

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APPENDIX G

Provisions Applicable to Former Employees Who On September 14, 1979 Became Employees of

Ciba-Geigy Corporation

A. Purpose On September 24, 1979, the Hercules pigment business was sold to Ciba-Geigy Corporation. To provide Participants in the Plan who became Ciba-Geigy employees on that date with continuity of pension benefit accrual and entitlement, Ciba-Geigy adopted or extended coverage in a comparable pension plan recognizing Hercules Credited Service for all purposes including benefit calculation (subject to Hercules pension benefit offset). Likewise, to provide for continuation of eligibility for Hercules pension benefits, Hercules continues to grant Vesting Service and Credited Service for benefit eligibility (but not calculation) equivalent to Ciba-Geigy Corporation credited service.

B. Participation Appendix G Participants shall be limited to those former employees of Hercules (except wage employees at Richmond, California) who on September 14, 1979, became employees of Ciba-Geigy Corporation. Such former employees shall remain Appendix E Participants as long as they remain employees of Ciba-Geigy Corporation, its affiliates and subsidiaries, successors or transferees (hereinafter, “Ciba-Geigy”), subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to Ciba-Geigy credited service for purposes of benefit eligibility.

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by Ciba-Geigy.

3. Ciba-Geigy credited service shall not be used for purposes of benefit calculation hereunder.

C. Vesting Service

Appendix G Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing September 24, 1979, and ending on the termination date or retirement date from Ciba-Geigy.

D. Pre-Retirement Survivor option Appendix G Participants upon election of a Pre-Retirement Survivor Option under the Ciba-Geigy Plan, be deemed to have elected the same option and to have designated the same Beneficiary hereunder. Any future change or revocation of such option under the Ciba-Geigy Plan shall be deemed to have been made in accordance with the Pension Plan of Hercules Incorporated.

E. Post-Retirement Survivor option Appendix G Participants who retire from Ciba-Geigy (or following termination of employment elect to commence their Deferred Vested Pension benefit), who elect a Post-Retirement Option under the Ciba-Geigy Plan shall be deemed to have elected the same option under the Pension Plan of Hercules Incorporated.

F. Application for Benefits Appendix G Participants who apply for benefits under the Ciba-Geigy Plan shall be deemed to have made application under the Pension Plan of Hercules Incorporated.

G. Frozen Hercules Benefits Each Appendix G Participant shall be entitled to a pension calculated under Articles IV, V and VI using Credited Service and Earnings for the period of Hercules service ending September 14, 1979.

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APPENDIX H

1994 Voluntary Retirement Incentive Program (hereinafter referred to as “1994 Program”)

A. Eligibility Active, salaried Employees of Affiliated Companies as of the effective date of this amendment, who are covered by Schedule B of this Plan, and who, as of December 31, 1993, are age 50 with 10 years of Credited Service, who are specifically included herein shall be eligible to participate in the 1994 Program, subject to the maximum number, if any, of participants permitted under the 1994 Program. The first 450 employees subject to more specific limits based on Business Group, location and/or corporate department business needs as approved by the Chairman: 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; 3) who do not rescind their applications, will be eligible for the Program benefits under Section E of this Appendix. Employees otherwise eligible but excluded specifically from eligibility to participate are:

1. The Chairman, President, Chief Executive Officer, and members of the Chairman’s Advisory Committee (CAC).

2. Employees who have been approved for, have applied for, or have received benefits under, the Hercules Long-Term Disability Plan within the six (6) months prior to or following the Close of this Program (see Section C hereof).

3. Employees who are notified in writing by a member of the Chairman’s Advisory Committee as being excluded from eligibility because of business necessity.

4. Employees specifically excluded are employed at the following locations and Groups: a. The Packaging Films Group b. Flight Services c. Hattiesburg, MS d. Hopewell, VA e. Middletown, NY f. MCW, Louisiana, MO g. Oxford Plant, Covington, GA

B. Participation Those eligible Employees who elect to participate in the 1994 Program by complying with the designated requirements of the 1994 Program and who subsequently retire during the period beginning March 15, 1994, and ending July 1, 1994, shall be Participants under this 1994 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in this 1994 Program, began February 10, 1994 and ended March 4, 1994.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements were effective on March 15, 1994, unless Hercules, to service its best interests, elects to extend the Retirement Period for an additional period (up to July 1, 1994) for individuals whose retirement Hercules has determined should be delayed past March 15, 1994. Such individuals were identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Participant will receive:

1. Credited Service

28

Each Participant who retires hereunder shall be credited with three (3) additional years of service.

2. Additional Years of Age Each Participant in the 1994 Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for the Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 1994 Program, shall be paid in accordance with the typical form of payment provisions. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

G. Death Prior to Retirement If a Participant hereunder dies after March 7, 1994, but before actual retirement, provisions related to the Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

29

APPENDIX J

Merger of Aqualon Retirement Income Plan Into The Hercules Incorporated Retirement Income Plan

A. Purpose This Appendix J sets forth the agreed upon changes in the Ashland Hercules Pension Plan (the “Plan”) that have resulted from a Participant’s prior participation in the Aqualon Retirement Income Plan, (the “Aqualon Plan”), and the merger of the Aqualon Plan into the Plan.

B. Computation of Benefit Notwithstanding any other provisions of the Plan to the contrary, active participants in the Aqualon Plan will begin accruing service in the Plan effective January 1, 1993. Benefits accrued under the Aqualon Plan will be frozen as of December 31, 1992. When Appendix J Participants separate from service, their pension benefit will be the higher of their Aqualon Plan frozen benefit or the Plan benefit formula using combined Aqualon Plan and Plan credited service (provided there is no duplication of service credit).

C. Distribution Options for the Aqualon Plan’s Accrued Benefit A Participant who has an accrued benefit under the Aqualon Plan as determined in Section B above shall be entitled, with respect to such benefit, to elect any distribution option under the Plan for which he qualifies or to elect any distribution option available under the Aqualon Plan for which he qualifies. A distribution made under the Aqualon Plan shall be governed by the provisions of the Plan to the extent not inconsistent with the Aqualon Plan.

30

APPENDIX K

International Brotherhood of Teamsters Allied and Industrial Workers

Local 258 Hattiesburg, Mississippi

[Transferred to Schedule D effective 1/1/05]

A. Applicability Effective January 1, 1995, the provisions of Schedule B shall be applicable to Employees who are members of the above-captioned Local 258, their sponsors and Beneficiaries.

B. Computation of Benefits Participants in Schedule A, as of December 31, 1994, pursuant to this Appendix K who are Employees, shall receive benefits calculated as follows: 1. the benefit amount calculated pursuant to the relevant provisions of Schedule B; OR 2. the benefit amount calculated pursuant to the relevant provisions of Schedule A, with the

Participant’s Earnings being frozen as of January 1, 1995, and the Participant’s Social Security Earnings Base being frozen at a maximum amount not in excess of $2,026 per month.

31

APPENDIX L

United Steel Workers of America Local 8129

Jefferson, Pennsylvania

[Inactive as of 1/1/05] A. Applicability

Effective January 1, 1995, the provisions of Schedule B shall be applicable to Employees who are members of Local 8129, their sponsors and Beneficiaries.

B. Computation of Benefits Participants in Schedule A, as of December 31, 1994, pursuant to this Appendix L who are Employees, shall receive benefits calculated as follows: 1. the benefit amount calculated pursuant to the relevant provisions of Schedule B; OR 2. the benefit amount calculated pursuant to the relevant provisions of Schedule A, with the

Participant’s Earnings being frozen as of January 1, 1995, and the Participant’s Social Security Earnings Base being frozen at a maximum amount not in excess of $2,026 per month.

32

APPENDIX N

1995 Voluntary Retirement Incentive Program (hereinafter referred to as “1995 Program”)

A. Eligibility

Salaried Employees of Affiliated Companies who, as of the effective date of this amendment, are covered by Schedule B of the Plan, and are not specifically excluded herein shall be eligible to participate in this 1995 Program, subject to specific limits based on Business Group, location and/or corporate department business needs as approved by the Chairman, provided: 1) their applications are accepted; 2) they execute an Agreement and Release from discrimination claims arising out of their employment; and 3) they do not rescind their applications. Employees otherwise eligible but specifically excluded from eligibility to participate are:

1. The Chairman, President, Chief Executive Officer, members of the Chairman’s Advisory Committee (CAC), and their direct reports.

2. Employees who have been approved for, have applied for, or have received benefits under, the Hercules Long-Term Disability Plan prior to the effective date of this 1995 Program.

3. Employees who are notified in writing by a member of the Chairman’s Advisory Committee or his designee, as being excluded from eligibility because of business necessity.

4. Employees employed solely in connection with the Hercules Aerospace Company (“HAC”) who are employed from Wilmington and have been offered by Alliant Techsystems, a full-time position expected to last more than six (6) months.

5. All salaried and wage roll employees in the manufacturing plants and sales offices outside the Wilmington area.

6. Employees assigned to Flight Services and Limousine Services in Wilmington.

A limited number of additional qualified individuals at Brunswick, GA (15) and Hattiesburg, MS (22), subject to Management approval, will be eligible to receive a benefit under this 1995 Program on a first-come, first-served basis. Employees who meet the eligibility criteria may apply, subject to approval of their Company Management, based upon non-discriminatory criteria, including business needs, which reflects the intent of this 1995 Program.

B. Participation Those eligible Employees who elect to participate in the 1995 Program by complying with the designated requirements of the Program (see Section A hereof) and who subsequently retire during the period beginning March 1, 1995, and ending July 1, 1995 (the “Retirement Period”), shall be Participants under this 1995 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in this 1995 Program, began February 3, 1995 and ended March 20, 1995 except for Wilmington Employees retained by Hercules in a secretarial function.

D. Retirement To protect the best interests of Hercules and to ensure a smooth transition, Hercules reserves the right to schedule all retirement dates hereunder. All retirements will be effective by July 1, 1995.

E. Program Benefits Each Participant will receive:

1. Additional Age and Service

a. Credited Service

33

A Participant who retires hereunder shall be credited with three (3) additional years of service.

b. Additional Years of Age

Each Participant in the 1995 Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension but not for purposes of calculating the actuarial equivalents of any benefits payable under the Plan. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

2. Two Months’ Pay a. A Participant of the 1995 Program who retires hereunder pursuant to the

provisions of Schedule B shall be entitled to receive two (2) full months of final base pay, paid out, at Participant’s election, as one of the following:

(1) A supplement to the base monthly pension added after

any reduction for pre-retirement survivor options, but before calculation of a 51% partial cash payment, or calculation of a post-retirement survivor option; or

(2) Upon receipt of a duly notarized spousal consent, an

immediate lump sum payment.

b. A Participant who retires hereunder pursuant to the provisions of a Deferred Vested Pension shall be entitled to receive two (2) full months of final base pay as a lump sum payment.

c. Final base pay shall not include bonus, overtime, premiums or any type

of one-time special awards.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 1995 Program, shall be paid in accordance Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of Article VIII of Schedule B, (Joint and Survivor Benefit Forms and Options, Pre-Retirement Benefits) shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

34

APPENDIX O

Merger Of The PICCO Salaried And Non-Salaried Employees Pension Plans

Into The Pension Plan Of Hercules Incorporated A. Purpose

This Appendix O sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from a Participant’s prior participation in the PICCO Salaried and Non-Salaried Employees Pension Plans, (together the “PICCO Plans” and individually the “PICCO Salaried Plan” and the “PICCO Non-Salaried Plan”), and the merger of the PICCO Plans into the Plan.

B. Computation of Benefit

Notwithstanding any other provisions of the Plan to the contrary, active participants in the PICCO Salaried Plan will begin accruing service in the Plan effective January 1, 1974, and active participants in the PICCO Non-Salaried Plan will begin accruing service in the Plan effective January 1, 1975. Benefits accrued under the PICCO Salaried Plan and the PICCO Non-Salaried Plan will be frozen as of December 31, 1973 and December 31, 1974, respectively. When an Appendix O Participant separates from service, his accrued pension benefit shall be the sum of the following:

1. The Appendix O Participant’s accrued pension benefit as of December 31, 1973, under the PICCO Salaried Plan, or as of December 31, 1974, under the PICCO Non-Salaried Plan, as applicable, and

2. The Appendix O Participant’s accrued pension benefit under the Plan determined by using Credited Service beginning January 1, 1974 or January 1, 1975, as applicable.

C. Distribution Options for the PICCO Plans Accrued Benefit

A Participant who has an accrued benefit under the PICCO Salaried Plan or the PICCO Non-Salaried Plan, whichever is applicable, as determined in Section B above shall be entitled, with respect to such benefit, to elect any distribution option under the Plan for which he qualifies or to elect any distribution option available under whichever of the PICCO Plans under which he has been credited with an accrued benefit and for which he qualifies. A distribution made under either of the PICCO Plans shall be governed by the provisions of the Plan to the extent not inconsistent with the provisions of whichever of the PICCO Plans the distribution is made.

35

APPENDIX P

1998 Voluntary Retirement Incentive Program for Information Management Employees in Wilmington

(hereinafter referred to as “IM1998 Program”)

A. Eligibility Active Employees working in the information management department located in Wilmington as of the effective date of this amendment, who are covered by Schedule B of this Plan, subject to such maximum number, if any, of participants permitted under the IM1998 Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the IM1998 Program benefits under this Appendix N.

B. Participation Those eligible Employees who elect to participate in the IM1998 Program by complying with the designated requirements of the IM1998 Program (see Section A hereof) and who subsequently retire effective May 1, 1998 or such later date as shall be specified by the Board or its designee (the “Retirement Period”), shall be Participants under the IM1998 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in this Program, began March 6, 1998 and ended April 20, 1998.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on May 1, 1998, unless Hercules to service its best interests elects to extend the Retirement Period for an additional period (up to such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past May 1, 1998. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Participant in the IM 1998 Program will receive:

1. Credited Service A Participant who retires hereunder shall be credited with three (3) additional years of service.

2. Additional Years of Age Each Participant in the IM1998 Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this IM1998 Program, shall be paid in accordance with the typical forms of payment. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

G. Death Prior to Retirement

36

If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of Joint and Survivor Benefit Forms and Options, Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, the age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

37

APPENDIX Q

1997 Voluntary Retirement Incentive Program for Employees at Brunswick and Oxford Facilities

(hereinafter referred to as “B&O 1997 Program”)

A. Eligibility Active Employees at the Brunswick and Oxford facilities of Hercules as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the B&O 1997 Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the B&O 1997 Program benefits this Appendix Q.

B. Participation Those eligible Employees who elect to participate in the B&O 1997 Program by complying with the designated requirements of the B&O 1997 Program (see Section A hereof) and who subsequently retire during the period beginning January 1, 1997 and ending March 1, 1997 (the “Retirement Period”), shall be Participants under the B&O 1997 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in the B&O 1997 Program, shall began January 8, 1997 and ended January 22, 1997 for the Manufacturing employees and January 17, 1997 for the Technology employees.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective as of a date during the period commencing January 1, 1997 and ending March 1, 1997, for Manufacturing employees, or the period commencing January 1, 1997, and ending February 1, 1997, for Technology employees, unless Hercules to service its best interests elects to extend the Retirement Period for an additional period (up to December 1, 1997) for individuals whose retirement Hercules has determined should be delayed past March 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Participant in the B&O 1997 Program will receive:

1. Credited Service Each Participant who retires hereunder shall be credited with three (3) additional years of service.

2. Additional Years of Age Each Participant who retires hereunder shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this B&O 1997 Program, shall be paid in accordance with the typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

38

G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

39

APPENDIX R

1997 Voluntary Retirement Incentive Program for Employees of FiberVisions, Inc. at the Oxford Facility

(hereinafter referred to as “FV 1997 Program”)

A. Eligibility Active Employees working at the Oxford Facility of FiberVisions, Inc. as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the FV 1997 Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the FV 1997 Program benefits this Appendix R.

B. Participation Those eligible Employees who elect to participate in the FV 1997 Program by complying with the designated requirements of the FV 1997 Program and who subsequently retire effective November 1, 1997 or such later date as shall be specified by the Board or its designee (the “Retirement Period”), shall be Participants under the FV 1997 Program.

C. Election Period The Election Period, during which eligible Employees may elect to participate in the FV 1997 Program, began October 1, 1997 and ended October 17, 1997. Receipt by a Hercules representative of a properly completed Application for the FV 1997 Program shall be deemed to be the filing of an election hereunder. Elections may be revoked or canceled on or before such date as shall be determined by the Board or its designee by filing written notice. Following that date, the election shall be irrevocable. An election filed for which no retirement takes place during the Retirement Period designated hereunder shall be considered to be void and the Employee shall not be entitled to benefits hereunder.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on November 1, 1997, unless Hercules to service its best interests elects to extend the Retirement Period for an additional period (up to such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past November 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Participant in the FV 1997 Program will receive: 1. Credited Service


2. Additional Years of Age Each Participant who retires hereunder shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision

40

Those benefits derived from the additional age and service pursuant to this FV 1997 Program, shall be paid in accordance with Article VII of Schedule B of the Plan. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

41

APPENDIX S

1997 Hopewell Salaried Voluntary Reduction Program (hereinafter referred to as “1997 Hopewell Salaried Program”)

A. Eligibility

Active, salaried Employees employed at the Hopewell Plant, except the CMC, CMC Finishing, E&I, EC and Natrasol Departments, Manufacturing Technology engineers and project engineers, as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the 1997 Hopewell Salaried Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 1997 Hopewell Salaried Program benefits this Appendix S.

B. Participation Those eligible Employees who are successful applicants for the 1997 Hopewell Salaried Program by complying with the designated requirements of the 1997 Hopewell Salaried Program and who subsequently terminate their employment by April 30, 1997, shall be Participants under the 1997 Hopewell Salaried Program.

C. Election Period The Election Period, during which eligible Salaried Employees may apply to participate in this 1997 Hopewell Salaried Program began April 1, 1997 and ended April 15, 1997.

D. Retirement Hercules reserves the right to schedule all retirement dates hereunder. All retirements will be effective on May 1, 1997, unless Hercules to service its best interests elects to extend the Retirement Period for an additional period (up such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past May 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Participant in the 1997 Hopewell Program may elect to receive: 1. Credited Service


2. Additional Years of Age Each Participant in the 1997 Hopewell Salaried Program shall be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 1997 Hopewell Salaried Program, shall be paid in accordance with the typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

42

G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of the Joint and Survivor Benefit Forms and Options, Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

43

APPENDIX T

American Federation of Grain Millers Local 257

Kenedy, Texas Location

[Transferred to Schedule D effective 1/1/05] A. Purpose

This Appendix T sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the American Federation of Grain Millers Local 257 (the “Union”), located at Kenedy, Texas. Such changes include those that have resulted from a Participant’s prior participation in the Aqualon Company Pension Plan and the Aqualon Company Pension Plan (Kenedy), (the “Aqualon Plans”), and the merger of the Aqualon Plans into the Plan. The terms and conditions of the Plan shall be generally applicable to the Participants covered under Appendix T (“Appendix T Participants”). However, to the extent that this Appendix T provides for terms and benefit levels that are different, such variations set forth in Appendix T instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix T Participants. None of the provisions of Appendix T shall apply to any other schedule or appendix in the Plan.

B. Computation of Benefit Active participants in the Aqualon Plans will begin accruing service in the Plan effective January 1, 1993. Benefits accrued under the Aqualon Plans will be frozen as of December 31, 1992. When Appendix T Participants separate from service, their pension benefit will be the higher of their Aqualon Plans frozen benefit or the Plan benefit formula using combined Aqualon Plans and Plan credited service (provided there is no duplication of service credit).

C. Distribution Options for the Aqualon Plans Accrued Benefit A Participant who has an accrued benefit under the Aqualon Plans as determined in Section B above shall be entitled, with respect to such benefit, to elect any distribution option under the Plan for which he qualifies or to elect any distribution option available under the Aqualon Plans for which he qualifies. A distribution made under the Aqualon Plans shall be governed by the provisions of the Plan to the extent not inconsistent with the Aqualon Plans.

44

APPENDIX U

Provisions Applicable to Former Employees of the Composite Products Division Who On June 27, 1996 Became Employees of

Hexcel Corporation

A. Purpose On June 27, 1996, the Hercules Composite Products Division was sold to Hexcel Corporation. To provide for continuation of eligibility for Hercules pension benefits, Participants in the Plan who became Hexcel employees on that date are granted Vesting Service and Credited Service for benefit eligibility purposes (but not benefit calculation) equivalent to their credited service with Hexcel Corporation.

B. Participation Appendix U Participants shall be limited to those former employees of Hercules Composite Products Division who on June 27, 1996 became employees of Hexcel Corporation. Such former employees shall remain Appendix U Participants as long as they remain employees of Hexcel Corporation, its affiliates and subsidiaries, successors or transferees (hereinafter, “Hexcel”), subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to Hexcel credited service for purposes of benefit eligibility.

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by Hexcel.

3. Hexcel credited service shall not be used for purposes of benefit calculation hereunder.

C. Vesting Service

Appendix U Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing June 27, 1996, and ending on their termination date or retirement date from Hexcel up to the time when the Participants have 10 years of Vesting Service.

D. Adjusted Hercules Benefits 1. Non-Bargaining Unit Employees

Each Appendix U Participant who is not part of the bargaining unit shall be entitled to a Normal Retirement Pension, Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension based on Credited Service and Earnings for the period of Hercules service ending June 27, 1996, but adjusted upward by the amount of 4.25% for each full year (.354% for each month) such Appendix U Participant remains employed by Hexcel up to a maximum of five additional years of service measured from June 27, 1996.

2. Bargaining Unit Employees With respect to Bargaining Unit Employees at Bacchus, Utah, the benefit rate of $33.75 per month per year of service will become effective for pensions which are effective on or after June 1, 1996. The other provisions stated in B, C and D above will also apply. (See Schedule A, Appendix B.)

45

APPENDIX V

Provisions Applicable to Former Employees of the Electronic & Printing Division Who On January 1, 1996 Became Employees of

MacDermid, Inc. A. Purpose

On January 1, 1996, the Hercules Electronic & Printing Division was sold to MacDermid, Inc. To provide for continuation of eligibility for Hercules pension benefits, Participants in the Plan who became MacDermid employees on that date are granted Vesting Service and Credited Service for benefit eligibility purposes (but not benefit calculation) equivalent to their credited service with MacDermid, Inc.

B. Participation Appendix V Participants shall be limited to those former employees of Hercules Electronic & Printing Division who on January 1, 1996 became employees of MacDermid, Inc. Such former employees shall remain Appendix V Participants as long as they remain employees of MacDermid, Inc., its affiliates and subsidiaries, successors or transferees (hereinafter, “MacDermid”), subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to MacDermid credited service for purposes of benefit eligibility.

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by MacDermid.

3. MacDermid credited service shall not be used for purposes of benefit calculation hereunder.

C. Vesting Service

Appendix V Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing January 1, 1996, and ending on their termination date or retirement date from MacDermid up to the time when the Participants have 10 years of Vesting Service.

D. Adjusted Hercules Benefits Each Appendix V Participant shall be entitled to a Normal Retirement Pension, Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension based on Credited Service and Earnings for the period of Hercules service ending January 1, 1996, but adjusted upward by the amount of 4.25% for each full year (.354% for each month) such Appendix V Participant remains employed by MacDermid, measured from January 1, 1996.

46

APPENDIX W

Paper, Allied Industrial, Chemical and Energy Workers (P.A.C.E.) Local 5-713

Missouri Chemical Works (MCW) Plant

[Transferred to Schedule D effective July 1, 2005]

A. Purpose This Appendix W sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the Paper, Allied-Industrial, Chemical and Energy Workers (P.A.C.E.), Local 5-713 (the “Union”), located at the Missouri Chemical Works Plant. The terms and conditions of the Plan shall be generally applicable to the Participants covered under this Appendix W (“Appendix W Participants”). However, to the extent that this Appendix W provides for terms and benefit levels that are different, such variations set forth in Appendix W instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix W Participants. None of the provisions of Appendix W shall apply to any other schedule or appendix in the Plan.

B. Participation Appendix W Participants shall be members of the Union, their spouses and Beneficiaries.

C. Benefit Calculation The Appendix W Participant’s Normal Retirement Pension shall be calculated under the formula set forth in Article II of Schedule B, except that the Grandfathered Plan Benefit will be determined as of June 30, 1996 and will be based on the Appendix W Participant’s frozen Earnings as of June 30, 1996, and Credited Service as of his Termination of Employment.

47

APPENDIX X

Independent Union of Delaware Valley Chemical Workers Gibbstown, New Jersey

[Active as of 1/1/05] A. Purpose

This Appendix X sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the Independent Union of Delaware Valley Chemical Workers (the “Union”), located at Gibbstown, New Jersey.

The terms and conditions of the Plan shall be generally applicable to the Participants covered under Appendix X (“Appendix X Participants”). However, to the extent that this Appendix X provides for terms and benefit levels that are different, such variations set forth in Appendix X instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix X Participants. None of the provisions of Appendix X shall apply to any other schedule or appendix in the Plan.

B. Participation Appendix X Participants shall be members of the Union, their spouses and Beneficiaries.

C. Pre-Retirement Joint and Survivor Benefit Forms – Married Appendix X Participants Commencing October 1, 1996, if an Appendix X Participant becomes vested under the provisions of Article I of Schedule B of the Plan and continues employment, his spouse will automatically be covered with a joint and 50% surviving spouse benefit which will provide monthly payments for life to the spouse. If the Appendix X Participant dies before retirement, the Participant’s pension upon which the surviving spouse benefit is determined shall not be subject to the charges described in the Pre-Retirement Survivor Annuity section above. The pension of a married Appendix X Participant who elects Option B for his spouse shall be reduced by four-tenths of 1% for each year (.0333% per month) the coverage is in effect.

Charges for options elected by married Appendix X Participants under Schedule A prior to the negotiations for an automatic joint and 50% surviving spouse benefit will be determined as of September 30, 1996.

D. Benefit Calculation

1. Effective October 1, 1996, the provisions of Schedule B (as modified by this Appendix X) shall be applicable to Appendix X Participants.

2. Participants in Schedule A, as of September 30, 1996, pursuant to this Appendix

X who are Employees, shall receive benefits calculated as follows: a. the benefit amount calculated pursuant to the relevant provisions of

Schedule B, OR b. the benefit amount calculated pursuant to the relevant provisions of

Schedule A, with the Participant’s Earnings being frozen as of September 30, 1996, and the Participant’s Social Security Earnings Base being frozen at a maximum amount not in excess of $2,160 per month.

3. Notwithstanding the foregoing, an Appendix X Participant’s Grandfathered Plan

Benefit will be determined as of September 30, 1996 and will be based on the Appendix X Participant’s frozen Earnings as of September 30, 1996 and Credited Service as of his Termination of Employment.

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APPENDIX Y

International Union of Operating Engineers Local 474

Savannah, Georgia Location


A. Purpose This Appendix Y sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the International Union of Operating Engineers, Local 274 (the “Union”), located at the Savannah, Georgia Location.

The terms and conditions of the Plan shall be generally applicable to the Participants covered under Appendix Y (“Appendix Y Participants”). However, to the extent that this Appendix Y provides for terms and benefit levels that are different, such variations set forth in Appendix Y instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix Y Participants. None of the provisions of Appendix Y shall apply to any other schedule or appendix in the Plan.

B. Participation

Appendix Y Participants shall be members of the Union, their spouses and Beneficiaries. C. Pre-Retirement Joint and Survivor Benefit Forms – Married Appendix Y Participants

Commencing June 30, 1998, if an Appendix W Participant becomes vested under the provisions of Article I of Schedule B of the Plan and continues employment, his spouse will automatically be covered with a joint and 50% surviving spouse benefit which will provide monthly payments for life to the spouse. If the Appendix Y Participant dies before retirement, the Participant’s pension upon which the surviving spouse benefit is determined shall not be subject to the charges described in Pre-Retirement Survivor Annuity section in the booklet. The pension of a married Appendix Y Participant who elects Option B for his spouse shall be reduced by four-tenths of 1% for each year (.0333% per month) the coverage is in effect.

Charges for options elected by married Appendix Y Participants under Schedule A prior to the negotiations for an automatic joint and 50% surviving spouse benefit will be determined as of June 29, 1998.

D. Benefit Calculation

The Appendix Y Participant’s Normal Retirement Pension shall be calculated under the Normal Retirement Pension formula, except that the Grandfathered Plan Benefit will be determined as of June 30, 1998 and will be based on the Appendix Y Participant’s frozen Earnings as of June 30, 1998, and Credited Service as of his Termination of Employment.

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APPENDIX Z

1997 Parlin Salaried Voluntary Reduction Program (hereinafter referred to as “1997 Parlin Salaried Program”)

A. Eligibility Active, salaried Employees employed at the Parlin, New Jersey location, as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the 1997 Parlin Salaried Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 1997 Parlin Salaried Program benefits under Section E of this Appendix Z.

B. Participation Those eligible wage Employees who are successful applicants for the 1997 Parlin Salaried Program by complying with the designated requirements of the 1997 Parlin Salaried Program (see Section A hereof) and who subsequently terminate their employment by June 1, 1997, shall be Participants under the 1997 Parlin Salaried Program (“Appendix Z Participants”).

C. Election Period The Election Period during which eligible salaried Employees may apply to participate in this 1997 Parlin Salaried Program began May 5, 1997 and ended May 20, 1997.

D. Retirement

Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on June 1, 1997, unless Hercules to serve its best interests elects to extend the Retirement Period for an additional period (up to such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past June 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Appendix Z Participant in the 1997 Parlin Salaried Program may elect to receive:

1. Credited Service. Each Appendix Z Participant who retires hereunder can elect to be credited with three (3) additional years of service.

2. Additional Years of Age Each Appendix Z Participant in the 1997 Parlin Salaried Program can elect to be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited both for purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Benefits derived from the additional age and service pursuant to this 1997 Parlin Salaried Program, shall be paid in accordance with typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

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G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of the Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits\ shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

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APPENDIX AA

1997 Missouri Chemical Works (MCW) Salaried Voluntary Reduction Program (hereinafter referred to as “1997 MCW Salaried Program”)

A. Eligibility

Active, salaried Employees employed at the MCW Plant, as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the 1997 MCW Salaried Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 1997 MCW Salaried Program benefits this Appendix AA.

B. Participation Those eligible salaried Employees who are successful applicants for the 1997 MCW Salaried Program by complying with the designated requirements of the 1997 MCW Salaried Program and who subsequently terminate their employment by May 1, 1997, shall be Participants under the 1997 MCW Salaried Program (“Appendix AA Participants”).

C. Election Period The Election Period, during which eligible salaried Employees may apply to participate in this 1997 MCW Salaried Program shall commence on April 1, 1997 and shall close at 4:30 P.M., Central Standard Time, on April 15, 1997. Receipt by a Hercules representative of a properly completed Application for the 1997 MCW Salaried Program shall be deemed to be the filing of an election hereunder. Elections may be revoked or canceled on or before April 22, 1997 by filing written notice. Following that date, the election shall be irrevocable. An election filed for which no retirement takes place during the Retirement Period designated hereunder shall be considered to be void and the Employee shall not be entitled to benefits hereunder.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on May 1, 1997, unless Hercules to serve its best interests elects to extend the Retirement Period for an additional period (up to such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past May 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Appendix AA Participant in the 1997 MCW Salaried Program may elect to receive:

1. Credited Service Each Appendix AA Participant who retires hereunder can elect to be credited with three (3) additional years of service.

2. Additional Years of Age Each Appendix AA Participant in the 1997 MCW Salaried Program can elect to be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited both for purposes of eligibility and for determining the latest date upon which benefits may commence.

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F. Benefit Payment Provision Benefits derived from the additional age and service pursuant to this 1997 MCW Salaried Program, shall be paid in accordance with typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

G. Death Prior to Retirement If a Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of the Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits shall apply to the total service and age of the Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Participant’s actual age at death shall be used to determine joint and survivor option factors.

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APPENDIX BB

1997 Missouri Chemical Works (MCW) Wage Voluntary Reduction Program (hereinafter referred to as “1997 MCW Wage Program”)

A. Eligibility

Active, wage Employees employed at the MCW Plant, as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the 1997 MCW Wage Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 1997 MCW Wage Program benefits under this Appendix BB.

B. Participation Those eligible wage Employees who are successful applicants for the 1997 MCW Wage Program by complying with the designated requirements of the 1997 MCW Wage Program and who subsequently terminate their employment by May 1, 1997, shall be Participants under the 1997 MCW Wage Program (“Appendix BB Participants”).

C. Election Period The Election Period, during which eligible wage Employees may apply to participate in this 1997 MCW Wage Program began April 1, 1997 and ended April 15, 1997.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on May 1, 1997 unless Hercules to serve its best interests elects to extend the Retirement Period for an additional period (up such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past May 1, 1997. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Appendix BB Participant in the 1997 MCW Wage Program may elect to receive:

1. Credited Service

Each Appendix BB Participant who retires hereunder can elect to be credited with three (3) additional years of service.

2. Additional Years of Age Each Appendix BB Participant in the 1997 MCW Wage Program can elect to be credited with an additional three (3) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for the Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 3 years of age will be credited both for purposes of eligibility and for determining the latest date upon which benefits may commence.

F. Benefit Payment Provision Benefits derived from the additional age and service pursuant to this 1997 MCW Wage Program, shall be paid in accordance with the typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.

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APPENDIX CC

Provisions Applicable to Former Employees of the Fibers Division Who On June 27, 1997 Became Employees of

the Fibers Joint Venture

A. Purpose On June 27, 1997, the Hercules Fibers Division became part of the Fibers Joint Venture. To provide for continuation of eligibility for Hercules pension benefits, Participants in the Plan who became Fibers Joint Venture employees on that date are granted Vesting Service and Credited Service for benefit eligibility purposes (but not benefit calculation) equivalent to their credited service with the Fibers Joint Venture.

Hercules subsequently reacquired the Fibers Joint Venture and, effective May 1, 1999, the Fibers Joint Venture employees again became eligible to participate in the Plan. Each of these employees is now entitled to a benefit under the Plan equal to the greater of his June 27, 1997 accrued benefit as provided below or his benefit calculated under the applicable terms of the Plan, based on all of his Credited Service and Earnings.

B. Participation Appendix CC Participants shall be limited to those former employees of Hercules Fibers Division who on June 27, 1997 became employees of the Fibers Joint Venture. Such former employees shall remain Appendix CC Participants as long as they remain employees of the Fibers Joint Venture, its affiliates and subsidiaries, successors or transferees (hereinafter, “FJV”), subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to FJV credited service for purposes of benefit eligibility.

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by FJV.

3. FJV credited service shall not be used for purposes of benefit calculation hereunder.

Effective May 1, 1999, Appendix CC Participants who were Employees of FJV on such date returned to participation in the Plan, subject to all of its terms and conditions. Accordingly, the following provisions are applicable.

4. The Service dates for such individuals are adjusted to reflect previously lost

Credited Service for purposes of benefit calculation for the period of July 1, 1997 through April 30, 1999.

5. If such individuals began to receive their pension benefits under the Plan after June 27, 1997, and such individuals again became Employees effective May 1, 1999, receipt of pension benefits is suspended.

C. Vesting Service

Appendix CC Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing June 27, 1997, and ending on their termination date or retirement date from FJV up to the time when the Participants have 10 years of Vesting Service.

D. Benefit Calculation 1. Each Appendix CC Participant shall be entitled to a Normal Retirement Pension,

Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension based on Credited Service and Earnings for the period of Hercules service ending June 27, 1997, but adjusted upward by the amount of 4.25% for each full year (.354% for each month) such Appendix CC Participant

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remains employed by FJV up to a maximum of five additional years of service measured from June 27, 1997.

2. Effective May 1, 1999, each Appendix CC Participant who again becomes a

Participant in the Plan shall be entitled to a pension equal to the greater of the amount determined in Section D.1 above, or the amount calculated under the Normal Retirement Pension, Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension of the Plan without the provisions of Section D.1 above based on all of the Participant’s Credited Service and Earnings.

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APPENDIX DD

2000 Missouri Chemical Works (MCW) Salaried Voluntary Reduction Program (hereinafter referred to as “2000 MCW Salaried Program”)

A. Eligibility Active, salaried Employees employed at the MCW Plant, as of the effective date of this amendment, who are covered by Schedule B of the Plan, subject to such maximum number, if any, of participants permitted under the 2000 MCW Salaried Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 2000 MCW Salaried Program benefits of this Appendix DD.

B. Participation Those eligible salaried Employees who are successful applicants for the 2000 MCW Salaried Program by complying with the designated requirements of the 2000 MCW Salaried Program (see Section A hereof) and who subsequently terminate their employment by March 31, 2001, shall be Participants under the 2000 MCW Salaried Program (“Appendix DD Participants”).

C. Election Period The Election Period, during which eligible salaried Employees may apply to participate in this 2000 MCW Salaried Program began November 27, 2000 and ended December 8, 2000.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on April 1, 2001, unless Hercules to serve its best interests elects to extend the Retirement Period for an additional period (up to such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past April 1, 2001. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Appendix DD Participant in the 2000 MCW Salaried Program may elect to receive one of the following:

1. Credited Service

Each Appendix DD Participant who retires hereunder can elect to be credited with five (5) additional years of service.

2. Additional Years of Age

Each Appendix DD Participant in the 2000 MCW Salaried Program can elect to be credited with an additional five (5) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements of an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that a Participant elects a Delayed Pension, the additional 5 years of age will be credited both for purposes of eligibility and for determining the latest date upon which benefits may commence.

3. Combination of Credited Service and Age Each Appendix DD Participant who retires hereunder can elect to be credited with additional years of Credited Service and additional years of age such that the total of such additional years is equal to five (5).

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F. Benefit Payment Provision Benefits derived from the additional age and service pursuant to this 2000 MCW Salaried Program, shall be paid in accordance with the typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of payment, the present value factors used shall be based on a Participant’s actual age at retirement.


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APPENDIX EE

2000 Hopewell Salaried Voluntary Reduction Program (hereinafter referred to as “2000 Hopewell Salaried Program”)

A. Eligibility

Active, salaried Employees employed at the Hopewell Plant, subject to such maximum number, if any, of participants permitted under the 2000 Hopewell Salaried Program. Eligible Employees 1) whose applications are accepted; 2) who execute an Agreement and Release from discrimination claims arising out of their employment; and 3) who do not rescind their applications, will be eligible for the 2000 Hopewell Salaried Program benefits under this Appendix EE.

B. Participation Those eligible Employees who are successful applicants for the 2000 Hopewell Salaried Program by complying with the designated requirements of the 2000 Hopewell Salaried Program (see Section A hereof) and who subsequently terminate their employment by April 30, 2001, shall be Participants under the 2000 Hopewell Salaried Program (“Appendix EE Participants”).

C. Election Period The Election Period, during which eligible Salaried Employees may apply to participate in this 2000 Hopewell Salaried Program began August 23, 2000 and ended September 6, 2000.

D. Retirement Hercules reserved the right to schedule all retirement dates hereunder. All retirements will be effective on June 1, 2001, unless Hercules to service its best interests elects to extend the Retirement Period for an additional period (up such date as shall be specified by the Board or its designee) for individuals whose retirement Hercules has determined should be delayed past June 1, 2001. Such individuals will be identified by Hercules as applications are received, along with their retirement dates.

E. Program Benefits Each Appendix EE Participant in the 2000 Hopewell Salaried Program may elect to receive one of the following:

1. Credited Service

Each Appendix EE Participant who retires hereunder can elect to be credited with five (5) additional years of service.

2. Additional Years of Age Each Appendix EE Participant in the 2000 Hopewell Salaried Program can elect to be credited with an additional five (5) years of age as of the effective date of retirement for purposes of meeting the eligibility requirements for an Unreduced Early Retirement Pension and Reduced Early Pension. To the extent that an Appendix EE Participant elects a Delayed Pension, the additional 5 years of age will be credited for both purposes of eligibility and for determining the latest date upon which benefits may commence.

3. Combination of Credited Service and Age Each Appendix EE Participant in the 2000 Hopewell Salaried Program can elect to be credited with additional years of Credited Service and additional years of age such that the total of such additional years is equal to five (5).

F. Benefit Payment Provision Those benefits derived from the additional age and service pursuant to this 2000 Hopewell Salaried Program, shall be paid in accordance with typical benefit payment forms. For purposes of calculating the 51% partial cash payment benefit option and any post-retirement form of

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payment, the present value factors used shall be based on an Appendix EE Participant’s actual age at retirement.

G. Death Prior to Retirement If an Appendix EE Participant hereunder dies after submission of an application hereunder, but before actual retirement, provisions of the Joint and Survivor Benefit Forms and Options and Pre-Retirement Benefits shall apply to the total service and age of the Appendix EE Participant as of the date of death, including, for benefit calculation purposes, age and service granted hereunder. The Appendix EE Participant’s actual age at death shall be used to determine joint and survivor option factors.

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APPENDIX FF

Provisions Applicable to Former Employees of the Food Gums Division Who On September 28, 2000 Became Employees of

CPKelco A. Purpose

On September 28, 2000, the Hercules Food Gums Division was sold to CPKelco. To provide for continuation of eligibility for Hercules pension benefits, Participants in the Plan who became CPKelco employees on that date or within six (6) months thereafter (“Appendix FF Participants”) are granted Vesting Service and Credited Service for benefit eligibility purposes (but not benefit calculation) equivalent to their credited service with CPKelco.

B. Participation Appendix FF Participants shall be limited to those former employees of Hercules Food Gums Division who on September 28, 2000 (or within six (6) months thereafter) became employees of CPKelco. Such former employees shall remain Appendix FF Participants as long as they remain employees of CPKelco, its affiliates and subsidiaries, successors or transferees (hereinafter, “CPKelco”) and so long as they are not covered by a pension arrangement provided by CPKelco that recognizes former Hercules credited service, subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to CPKelco credited service for purposes of benefit eligibility (until such time as they have a total of ten (10) years of Credited Service for purposes of benefit eligibility).

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by CPKelco.

3. CPKelco credited service shall not be used for purposes of benefit calculation hereunder.

C. Vesting Service

Appendix FF Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing on the date they are transferred to CPKelco and ending on their termination date or retirement date from CPKelco.

D. Adjusted Hercules Benefits Each Appendix FF Participant shall be entitled to a Normal Retirement Pension, Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension on Credited Service and Earnings for the period of Hercules service ending on the date he is transferred to CPKelco, but adjusted upward by the amount of 4.25% for each full year (.354% for each month) such Appendix FF Participant remains employed by CPKelco, measured from the date on which he is transferred.

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APPENDIX GG

Provisions Applicable to Former Employees of the Peroxides Division Who On April 27, 2001 (or within six (6) months thereafter)

Became Employees of GEO A. Purpose

On April 27, 2001, the Hercules Peroxides Division was sold to GEO Specialty Chemicals, Inc. (“GEO”). To provide for continuation of eligibility for Hercules pension benefits, Participants in the Plan who became GEO employees on that date or within six (6) months thereafter (“Appendix GG Participants”) are granted Vesting Service and Credited Service for benefit eligibility purposes (but not benefit calculation) equivalent to their credited service with GEO.

B. Participation Appendix GG Participants shall be limited to those former employees of the Hercules Peroxides Division who on April 27, 2001 (or within six (6) months thereafter) became employees of GEO. Such former employees shall remain Appendix GG Participants as long as they remain employees of GEO, its affiliates and subsidiaries, successors or transferees (hereinafter, “GEO”) and so long as they are not covered by a pension arrangement provided by GEO that recognizes former Hercules credited service, subject to the following:

1. Such individuals shall remain Participants and continue to receive Credited Service equal to GEO credited service for purposes of benefit eligibility (until such time as they have a total of ten (10) years of Credited Service for purposes of benefit eligibility).

2. Such individuals shall continue to receive Vesting Service for the period of time they are employed by GEO.

3. GEO credited service shall not be used for purposes of benefit calculation hereunder.

C. Vesting Service

Appendix GG Participants will continue to accrue Vesting Service in the Pension Plan of Hercules Incorporated for the period commencing on the date they are transferred to GEO and ending on their termination date or retirement date from GEO.

D. Adjusted Hercules Benefits Each Appendix GG Participant shall be entitled to a Normal Retirement Pension, Unreduced Early Retirement Pension, Reduced Early Retirement Pension or Delayed Pension based on Credited Service and Earnings for the period of Hercules service ending on the date he is transferred to GEO, but adjusted upward by the amount of 4.25% for each full year (.354% for each month) such Appendix GG Participant remains employed by GEO, measured from the date on which he is transferred.

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APPENDIX HH

International Union of Operating Engineers, Local 68 Parlin, New Jersey


A. Purpose This Appendix HH sets forth the agreed upon changes in Schedule B that have resulted from collective bargaining between Hercules and the International Union of Operating Engineers, AFL-CIO, Local 68, located at Parlin, New Jersey (the “Union”).

All of the terms and conditions of the Pension Plan of Hercules Incorporated (the “Plan”) shall apply to the Participants covered under this Appendix HH. However, to the extent that this Appendix HH provides for terms and benefit levels that are different, such variations provided in this Appendix HH shall apply to the Appendix HH Participants. None of the provisions of Appendix HH shall apply to any other schedule in the Plan.

B. Participation and Benefits Appendix HH Participants shall be members of the Union, their spouses and living beneficiaries. Appendix HH Participant’s Normal Retirement Pension shall be calculated under the formula set forth in the Normal Retirement Pension section of this booklet.

D. Pre-Retirement Joint and Survivor Benefit Forms – Married Appendix HH Participants If an Appendix HH Participant becomes fully vested and continues employment, his spouse will automatically be covered with a joint and 50% surviving spouse benefit which will provide monthly payments for life to the spouse. If the Appendix HH Participant dies before retirement, the Participant’s pension upon which the surviving spouse’s benefit is determined shall not be subject to the charges described in Pre-Retirement Survivor Annuity. The pension of a married Participant who elects Option B for his spouse shall be reduced by four-tenths of 1% for each year (.0333% per month) the coverage is in effect. Charges for options elected by married Participants under Appendix K of Schedule A, prior to the effective date of this Appendix HH, will be determined under the applicable provisions of such Appendix K as in effect during the period when such options were in force.

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APPENDIX II

International Brotherhood of Teamsters Local 200

Milwaukee, Wisconsin Location


A. Purpose This Appendix II sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the International Brotherhood of Teamsters Local 200 (the “Union”), located at the Milwaukee, Wisconsin Location.

The terms and conditions of the Plan shall be generally applicable to the Participants covered under Appendix II (“Appendix II Participants”). However, to the extent that this Appendix II provides for terms and benefit levels that are different, such variations set forth in Appendix II instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix II Participants. None of the provisions of Appendix II shall apply to any other schedule or appendix in the Plan.

B. Participation Appendix II Participants shall be members of the Union, their spouses and Beneficiaries.

C. Pre-Retirement Joint and Survivor Benefit Forms – Married Appendix II Participants

Commencing December 1, 2000, if an Appendix II Participant becomes vested under the provisions of Article I of Schedule B of the Plan and continues employment, his spouse will automatically be covered with a joint and 50% surviving spouse benefit which will provide monthly payments for life to the spouse. If the Appendix II Participant dies before retirement, the Participant’s pension upon which the surviving spouse benefit is determined shall not be subject to the charges described in the Pre-Retirement Survivor Annuity section. The pension of a married Appendix II Participant who elects Option B for his spouse shall be reduced by four-tenths of 1% for each year (.0333% per month) the coverage is in effect.

Charges for options elected by married Appendix II Participants under Schedule A prior to the negotiations for an automatic joint and 50% surviving spouse benefit will be determined as of November 30, 2000.

D. Benefit Calculation The Appendix II Participant’s Normal Retirement Pension shall be calculated under the formula set forth in the Normal Retirement Pension section, except that the Grandfathered Plan Benefit will be determined as of December 1, 2000 and will be based on the Appendix II Participant’s frozen Earnings as of December 1, 2000, and Credited Service as of his Termination of Employment.

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APPENDIX JJ

International Union of Operating Engineers Local 701

Portland, Oregon Location

[Transferred to Schedule D effective 1/1/05] A. Purpose

This Appendix JJ sets forth the agreed upon changes in the Pension Plan of Hercules Incorporated (the “Plan”) that have resulted from collective bargaining between Hercules and the International Union of Operating Engineers Local 701 (the “Union”), located at the Portland, Oregon Location.

The terms and conditions of the Plan shall be generally applicable to the Participants covered under Appendix JJ (“Appendix JJ Participants”). However, to the extent that this Appendix JJ provides for terms and benefit levels that are different, such variations set forth in Appendix JJ instead of the otherwise applicable terms and conditions of the Plan, shall apply to the Appendix JJ Participants. None of the provisions of Appendix JJ shall apply to any other schedule or appendix in the Plan.

B. Participation

Appendix JJ Participants shall be members of the Union, their spouses and Beneficiaries. C. Pre-Retirement Joint and Survivor Benefit Forms – Married Appendix JJ Participants

Commencing July 1, 2002, if an Appendix JJ Participant becomes fully vested and continues employment, his spouse will automatically be covered with a joint and 50% surviving spouse benefit which will provide monthly payments for life to the spouse. If the Appendix JJ Participant dies before retirement, the Participant’s pension upon which the surviving spouse benefit is determined shall not be subject to the charges described in the Pre-Retirement Survivor Annuity section. The pension of a married Appendix JJ Participant who elects Option B for his spouse shall be reduced by four-tenths of 1% for each year (.0333% per month) the coverage is in effect.

Charges for options elected by married Appendix JJ Participants under Schedule A prior to the negotiations for an automatic joint and 50% surviving spouse benefit will be determined as of June 30, 2002.

D. Benefit Calculation The Appendix JJ Participant’s Normal Retirement Pension shall be calculated as under a Normal Retirement Pension, except that the Grandfathered Plan Benefit will be determined as of July 1, 2002 and will be based on the Appendix JJ Participant’s frozen Earnings as of July 1, 2002, and Credited Service as of his Termination of Employment.

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