We recommend Internet Explorer set to 1024x768.

© 2003 Brian F. Schreurs
Even we have a disclaimer.

This Stipulation of Settlement (the "Stipulation") is entered into as of the __ day of February 2002, by and between Plaintiff Lindsey C. Blackwell, individually and on behalf of all others similarly situated (the "Class"), and Ashland, Inc. ("Defendant" or "Ashland").

WHEREAS, an action captioned Lindsay C. Blackwell, on behalf of himself and all others similarly situated v. Ashland, Inc., a Kentucky Corporation, d/b/a The Valvoline Company, Civil Action No. 99-C1-00129, was commenced as a putative class action on March 25, 1999 in the Commonwealth of Kentucky, Greenup Circuit Court ("the Blackwell Action"); and

WHEREAS, the Blackwell Action alleges, inter alia: (1) breach of express warranty; (2) breach of implied warranty of merchantability; (3) breach of duty of good faith and fair dealing; (4) common law fraud and (5) violation of the Kentucky Consumer Protection Act; and

WHEREAS, on August 6, 2001 a class was certified in the Blackwell Action consisting of "All persons and entities in the United States who purchased TM8, not for resale."

WHEREAS, subsequent to the commencement of this litigation, counsel for the Settlement Class and counsel for the Defendant entered into negotiations regarding the possibility of settlement; and

WHEREAS, Defendant has represented ("the Representations") to counsel for the Class ("Class Counsel") that Defendant has the financial capacity to facilitate and complete the terms and conditions of this Stipulation of Settlement; and

WHEREAS, Defendant has denied and continues to deny any wrongdoing or liability to the Class, but Defendant desires to resolve this matter to avoid the expenses and burdens of the litigation; and

WHEREAS, Class Counsel believe the terms and conditions described herein confer substantial benefits upon members of the Class; that the settlement of the Blackwell Action on such terms and conditions is in the best interest of the Class; and Class Counsel believe that the Stipulation of Settlement described herein is in accord with the case law and serves the public interest.

NOW THEREFORE, without any admission of liability or wrongdoing by Defendant, it is STIPULATED AND AGREED, by and among the Class and Defendant, that the claims asserted in the Blackwell Action shall be compromised and settled subject to Court approval, both preliminary and final, and the Blackwell Action shall be dismissed, upon and subject to all the terms and conditions set forth in this Stipulation. It is agreed that:

1. Defined Terms of Stipulation of Settlement

1.1. "Attorneys' Fees" means the fees, all inclusive, including all costs of litigation and settlement and the incentive award to the class representative, of which Class Counsel plan to seek payment by filing a Fee and Expense Application pursuant to Section 9 of this Stipulation.

1.2. "Class" means, for purposes of this Stipulation of Settlement: All persons and entities in the United States who purchased TM8 and not for resale. Also excluded are all persons and entities who timely and validly request exclusion from the Class pursuant to the Notice.

1.3. "Class Counsel" means counsel for Class Representative and Class Members, the law firms of Freed & Weiss LLC, Wilson & Pruitt, Law Offices of Andre P. LaPlace and Much Shelist Freed Denenberg Ament & Rubenstein.

1.4. "Class Member" means a Person who has not validly and timely requested exclusion from the Class and who falls within the definition of the Class set forth in Section 1.2 of this Settlement.

1.5. "Class Period" means the period from January 1, 1990 through the present, inclusive.

1.6. "Class Representative" means Lindsey C. Blackwell, individually and in his capacity as class representative for the Class.

1.7. "Coupon" means: (A) a $5 credit toward the purchase of either: (1) one case of Valvoline MaxLife Motor Oil; or (2) one case of SynPower Motor Oil; or (3) one case of DuraBlend Motor Oil; AND (B) a $2 credit toward the purchase of either: (1) Eagle One WET Tire Shine (25 ounces) or (2) Eagle One A2Z All Wheel Cleaner (26 ounces), subject to the terms and conditions of this Stipulation.

1.8. "The Court" means the Greenup Circuit Court, Commonwealth of Kentucky.

1.9. "Defendant" or "Ashland" means Ashland, Inc., a Kentucky corporation, including its Valvoline Division.

1.10. "Defendant's Counsel" means Cravath, Swaine & Moore and McBrayer, McGinnis, Leslie & Kirkland.

1.11. "Effective Date" means the first date by which all of the events and conditions specified in Section 1.11 (a) through (d) have occurred or have been met.

1. Class Counsel and Defendant's Counsel have executed this Stipulation;
2. The Court has entered the Preliminary Approval Order;
3. The Court has entered the Judgment and Order of Dismissal ("Judgment") in the form attached hereto as Exhibit A; and
4. The Judgment is "Final," as defined in Section 1.12 of this Stipulation.

1.12. "Final" means the last date by whic all of the following have occurred: (1) entry of the Court's Judgment; and (2) either: (a) thirty (30) days have passed after service of notice of entry of Judgment on the parties to this action and objectors to the Settlement, if any, without any notice of appeal or request for review being filed or mailed, provided that if any Settling Party, Class Member, or any other Person thereafter seeks an extension of time to file a notice of appeal, the Judgment will not be Final unless the request for extension is denied and that denial is no longer subject to appeal or review; or (b) if appeals or requests for review have been taken, the entry of final orders on appeal affirming the Judgment and Order of Dismissal or denying review after exhaustion of all appellate remedies.

1.13. "Judgment" means the Judgment and Order of Dismissal to be rendered by the Court, in the form attached hereto as Exhibit A.

1.14. "Notice" means the Summary Notice of Class Action and Proposed Settlement.

1.15. "Notice Date" means the later of the dates that the Summary Notice is published.

1.16. "Opt-out Date" means the deadline for Class Members to opt out of and be excluded from this Stipulation of Settlement. The Opt-out Date will be 30 days from the Notice Date.

1.17. "Person" means a natural person, individual, corporation, partnership, limited partnership, association, joint venture, joint stock company, estate, legal representative, trust, unincorporated association, gorvernment or any political subdivision or agency thereof, and any business or legal entity.

1.18. "Preliminary Approval Order" means the order preliminarily approving this Stipulation of Settlement, directing Class Notification, and setting the Settlement Hearing Date.

1.19. "Settlement" means the terms and conditions set forth in the Stipulation of Settlement.

1.20. "Settlement Hearing" means the hearing to determine whether the proposed settlement of the Blackwell Action should be approved as fair, reasonable and adequate; whether the Stipulation should be approved; and whether the application of Class Counsel for attorneys' fees, costs and expenses should be approved.

1.21. "Settling Parties" means, collectively, the Defendant and the Class Representative on behalf of himself and each of the Class Members.

1.22. "Settlement Recovery" means the right of Authorized Claimants to obtain Coupons applicable towards future purchases of "Valvoline Product", pursuant to this Stipulation.

1.23. "Stipulation" means this Stipulation of Settlement.

1.24. "Summary Notice" means the Summary Notice of Pendency and Settlement of Class Action and Proposed Stipulation of Settlement, attached hereto as Exhibit B.

2. Issuance of Coupons. Prior to June 30, 2002, Defendant shall issue at least 600,000 ads regarding its TM8 product which shall prominently contain coupons providing a cash credit of $5 (five dollars) and $2 (two dollars) per coupon ($4,200,000 total). The $5 coupons can be used toward the purchase of either: (1) one case of Valvoline MaxLife Motor Oil; or (2) one case of SynPower Motor Oil; or (3) one case of DuraBlend Motor Oil. The $2 coupons can be used toward the purchase of either: (1) Eagle One WET Tire Shine (25 ounces) or (2) Eagle One A2Z All Wheel Cleaner (26 ounces).

2.1 The coupons can be used, and are in addition to other sales or promotions that are conducted by the Defendant (and/or retailer). Each coupon will bear an expiration date that is at least 120 days from the date of issue. Coupons not redeemed within 120 days of the date printed on their face expire on that date and shall not be redeemable or of any value whatsoever after the expiration date. Coupons distributed to Class Members will be bearer coupons, and will be assignable or transferable and useable by the bearer. Coupons may be redeemed wherever Valvoline products are sold.

3. Notice of Class Certification and Settlement. Defendant agrees to pay the reasonable costs of (a) printing and publishing the Summary Notice as described herein; (b) issuing coupons; and (c) processing the redeemed coupons.

3.1. Summary Notice will be published: (1) in the national edition of USA Today, and (2) in Car and Driver magazine. The form of such notice shall be at least 1/8 (one-eighth) of a page in USA Today and Car and Driver. Notice by publication in USA Today and Car and Driver shall be disseminated as soon as practicable and no later than 90 calendar days after entry of the Preliminary Approval Order. In addition, Class Counsel shall have the right to publish and maintain notice of the Stipulation at their websites (e.g. www.freedweiss.com), but at their own expense. For those Class members who request more detailed information regarding the Stipulation, a detailed Notice of Pendency and Proposed Settlement of Class Action will be sent to them by Class Counsel.

3.2. The content of the Summary Notice, attached hereto as Exhibit B, agreed upon by counsel for the Class and Defendant (the "Parties"), will be submitted to the Court for approval.

3.3. In the event that Class Members who filed timely requests for exclusion from the Class would assert claims against Ashland with respect to a certain number of quarts of TM8, Ashland shall have the option to terminate the Settlement. That number has been separately agreed to by counsel for the parties hereto and shall be held confidential by them. Ashland may exercise such option by providing written notice to Class Counsel within 15 days after the Opt-out Date. In the event of such termination, the Settlement shall be null and void except for Paragraphs 9 and 11 hereof.

4. Presentation to Court. Upon execution of this Stipulation, the Parties shall jointly present the Stipulation to the Court and take all reasonably necessary steps to obtain its approval.

4.1. The Parties agree to jointly apply for a stay of proceedings in the Action, including motion practice and discovery in the Action, except that this provision shall not be construed to require a stay of proceedings in which activities or other counsel require a response either by Defendant or Class Counsel.

5. Release of Claims. (a) Upon the Judgment becoming Final, all Class Members and their respective agents, successors, heirs, or assigns shall be deemed to have, and by operation of the final judgment and order of dismissal ("Final Judgment") in the Blackwell Action shall have, fully, finally, completely, and forever released, relinquished, and discharged all Released Claims of any kind against the Released Parties. "Released Claims" means any and all claims, rights (including rights to reimbursement, restitution, or damages), demands, actions, causes of action, suits, matters, issues, debts, liens, contracts, liabilities, agreements, costs, expenses, attorneys' fees, or losses of any nature, including unknown claims, whether under federal law or regulation, or the laws or regulations of any and all states or subdivisions, relating in any way (except personal injuries or property damage) to a Class Member's purchase and use of TM8 or the manner in which TM8 was marketed! , promoted, sold, or provided, at any time before or after the final approval of this Stipulation, including but not limited to all claims which have been made or could have been made in the Blackwell Action. "Released Parties" means Defendant and its past and present officers, directors, agents, employees, and their predecessors, successors, parents (including but not limted to Ashalnd, Inc., subsidiaries, affiliates, agents, insurers, and attorneys).

(b) This stipulation and the release of claims applies to all unknown and unanticipated economic damages or injuries (but not personal injuries or property damage) resulting from the Released Claims and Class Members accept the risk that such economic damages or injuries may be greater than expected or are presently unknown.

6. Class Representative/Class Counsel. Defendant agrees, for purposes of this settlement, that Lindsey C. Blackwell is an adequate class representative for plaintiff, and that Freed & Weiss LLC and Wilson & Pruitt, Co-Lead Settlement Class Counsel; and Law Offices of Andre LaPlace and Much Shelist Freed Denenberg Ament & Rubenstein, P.C., Class Counsel, are adequate Counsel to represent the Class.

7. Attorneys' Fees, Costs and Expenses. The Parties agree that Class Counsel will make an application ("the Fee and Expense Application") to the Court for an award of reasonable attorneys' fees, costs and expenses (the "Attorneys' Fees"). Class Counsel plan to seek, and Defendant will not oppose the award of, Attorneys' Fees not to exceed the amount of $750,000. Class Counsel will not seek an award of Attorneys' Fees in excess of that amount. Attorneys' Fees to Class Counsel, up to the requested amount, shal be paid by Defendant in addition to, and shall not reduce, the amounts paid by Defendant in settlement of the claims at issue.

7.1. Within ten (10) business days of the Effective Date, Defendant agrees to pay by wire transfer to the account(s) designated by Freed & Weiss, the Attorneys' Fees awarded by the Court not to exceed the agreed maximum application for Attorneys' Fees stated above. As received, Class Counsel shall thereafter allocate this payment in a manner which Class Counsel in good faith beleive reflects the contributions of counsel to the prosecution and settlement of the Action.

8. Named Plaintiff Award. The named plaintiff in this action, Lindsey C. Blackwell, shall be awarded $5,000 for initiating this action and obtaining the relief on behalf of the Class and public. This amount shall be paid out of the fee awarded to Class Counsel.

9. Court Approval Required. This Stipulation shall be null, void, and of no effect, in the event the preliminary approval, final approval, and Final Judgment contemplated herein are not fully approved and entered by the Court, and, in such event, this Stipulation shall not be deemed to prejudice in any way the position of the Parties with respect to the Blackwell Action or any other action.

10. Agreement Subject to and Conditioned Upon Court Approval. This Stipulation is subject to and conditioned upon Court approval.

11. Agreement for Settlement Purposes Only. The Parties agree that this Stipulation and the negotiations leading up to it are for settlement purposes only and shall be inadmissible in court as evidence against either party, except that the Stipulation will be admissible for purposes of final Court approval.

12. Governing Law. This Stipulation shall be governed by, subject to, and construed in accordance with the laws of the State of Kentucky, without regard to conflict of law principles.

13. Headings. The headings of the several sections and paragraphs hereof are for convenience only and do not define, limit, or construe the contents of such sections or paragraphs.

14. Scope of Agreement. This Stipulation represents the entire agreement of the Parties with respect to the subject matter hereof. There are no written collateral or oral representations, agreements, or understandings except as provided herein.

15. Modification and Amendment. This Stipulation may be modified or amended only by a writing signed by the signatories hereto.

16. Counterparts. This Stipulation may be executed in counterparts with the same force and effect as if it were executed in one complete document.

Counsel for Plaintiff & Class	Counsel for Defendants
WILSON & PRUITT By: Michael C. Wilson 850 Diederich Blvd. Russell, Kentucky 41169	CRAVATH, SWAINE & MOORE By: Alan J. Hruska Worldwide Plaza 825 Eighth Avenue New York, New York 10019
By: Paul M Weiss FREED & WEISS LLC 111 West Washington Street, Suite 1331 Chicago, Illinois 60602	By: Phillip B. Leslie McBRAYER, McGINNIS, LESLIE & KIRKLAND P.O. Box 280 Greenup, Kentucky 41144-0347
Co-Lead Settlement Class Counsel
Andre P. LaPlace LAW OFFICES OF ANDRE P. LaPLACE 2762 Continental Drive, Suite 103 Baton Rouge, LA 70808
Michael J. Freed MUCH SHELIST FREED DENENBERG AMENT & RUBENSETEIN, P.C. 200 North LaSalle Street, Suite 2100 Chicago, IL 60601