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                                                         Exhibit 1.3




                              ASHLAND INC.

                            3,000,000 Shares
                     (Common Stock, $1.00 par value)


                         SALES AGENCY AGREEMENT



                                                         April ___, 1995



NatWest Securities Limited
135 Bishopsgate
London EC2 M 3UR
England

CS First Boston Corporation
Park Avenue Plaza
New York, NY  10055



Gentlemen:

            Ashland Inc., a Kentucky corporation (the "Company"), confirms its
agreement with Natwest Securities Limited and CS First Boston Corporation (the
"Agents") as follows:

            SECTION 1.  DESCRIPTION OF SECURITIES.  The Company proposes to
issue and sell through the Agents, as sales agents, up to 3,000,000 shares (the
"Maximum Amount") of Common Stock, $1.00 par value, of the Company (the "Stock")
on the terms set forth in Section 3 hereof.

            SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The
Company represents and warrants to, and agrees with, the Agents that:

            (a)  The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and the rules and regulations ("Rules and
Regulations") of the Securities and Exchange Commission (the "Commission")
thereunder.  A registration statement on Form S-3 (Registration No. 33-57011)
with respect to, among other
    

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securities, the Stock, including a form of prospectus, has been prepared by the
Company in conformity with the requirements of the Act and the Rules and
Regulations and filed with the Commission and has become effective.  Such
registration statement and prospectus have been amended or supplemented prior to
the date of this Agreement, and any such amendment filed after the effective
date of such registration statement has become effective.  No stop order
suspending the effectiveness of the registration statement has been issued, and
no proceeding for that purpose has been instituted or threatened by the
Commission.  Copies of such registration statement and prospectus, any such
amendment or supplement relating to the Stock and all documents incorporated by
reference therein that were filed with the Commission on or prior to the date of
this Agreement have been delivered to the Agents.  Such registration statement,
as it may have heretofore been amended, is referred to herein as the
"Registration Statement," and the final form of prospectus included in the
Registration Statement, as amended or supplemented from time to time with
respect to the Stock, is referred to herein as the "Prospectus."  Any reference
herein to the Registration Statement, the Prospectus or any amendment or
supplement thereto relating to the Stock shall be deemed to refer to and include
the documents incorporated (or deemed to be incorporated) by reference therein,
and any reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement or Prospectus shall be deemed to refer to
and include the filing after the execution hereof of any document with the
Commission deemed to be incorporated by reference therein.

            (b)  Each part of the Registration Statement, when such part became
or becomes effective, and the Prospectus and any amendment or supplement thereto
relating to the Stock, on the date of filing thereof with the Commission and at
each Closing Date (as hereinafter defined), conformed or will conform in all
material respects with the requirements of the Act and the Rules and
Regulations; each part of the Registration Statement, when such part became or
becomes effective, did not or will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Prospectus and any
amendment or supplement thereto relating to the Stock, on the date of filing
thereof with the Commission and at each Closing Date, did not and will not
include an untrue statement of a material fact or omit to state a material fact
necessary to
    

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make the statements therein, in the light of the circumstances under which they
were made, not misleading; except that the foregoing shall not apply to
statements in or omissions from any such document in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
the Agents, specifically for use in the Registration Statement, the Prospectus
or any amendment or supplement thereto.

            (c)  The documents incorporated by reference in the Registration
Statement or the Prospectus, or any amendment or supplement thereto, when they
became or become effective under the Act, or were or are filed with the
Commission under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), as the case may be, conformed or will conform in all material respects
with the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder.

            (d)  The consolidated financial statements of the Company, together
with the related notes and schedules, and any selected financial data set forth
or incorporated by reference in the Registration Statement and Prospectus for
the periods therein specified were prepared in conformity with generally
accepted accounting principles consistently applied throughout the periods
involved (except as otherwise stated therein) and fairly present on any basis
stated therein the information included therein.

            SECTION 3.  SALE AND DELIVERY OF SECURITIES.  On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell
through the Agents, and the Agents agree to sell, as sales agents for the
Company, on a best efforts basis, up to the Maximum Amount of Stock on the terms
set forth herein.  The Company shall have the right to appoint additional
persons to act as its agents to effect such sales upon three days prior notice
to the Agents then acting hereunder so long as any such additional persons
become parties to this Agreement upon the same terms and conditions as shall
then be applicable to such Agents.  The Company shall designate one Agent (the
"Designated Agent") to make all sales for it hereunder during each Pricing
Period (as hereinafter defined) and no other Agent shall make any such sales
during such period.
    


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            The Stock, up to the Maximum Amount, is to be sold during one or
more pricing periods each of which shall end on a Friday (each a "Pricing
Period"), each Pricing Period consisting of five consecutive calendar days or
such lesser number of days as shall be agreed to by the Company and the
Designated Agent.  The Company and the Designated Agent shall agree to any
Pricing Period and the number of shares of Stock (not to exceed 50,000 shares)
to be sold by the Designated Agent during such Pricing Period (the "Average
Market Price Shares").  Subject to the terms and conditions hereof, the
Designated Agent shall use its best efforts to sell all of the Average Market
Price Shares during such Pricing Period.  The Agents shall sell the shares of
Stock (including both the Average Market Price Shares and any Additional Shares,
as hereinafter defined) only in ordinary brokers' transactions (within the
meaning of Section 4(4) of the Act) on any national securities exchange,
including the New York and Chicago Stock Exchanges, on which such shares of
Stock are listed.  The Agents shall not solicit or arrange for the solicitation
of customers' orders in anticipation of or in connection with such transactions,
nor shall they sell short as principal shares of Common Stock of the Company
except in connection with customary market making activities in the Company's
outstanding securities. The Agents shall not engage in any special selling
efforts or selling methods relating to the Stock within the meaning of
Rule 10b-6(c)(5) under the Exchange Act.  The Company or the Designated Agent
may, upon notice to the other hereto by telephone (confirmed promptly by
telecopy), suspend or terminate the offering of Stock during any Pricing
Period; PROVIDED, HOWEVER, that such suspension or termination shall not
affect or impair the parties' respective obligation with respect to shares
of Stock sold hereunder prior to the giving of such notice.

            The net proceeds (the "Net Proceeds") to the Company for the Average
Market Price Shares sold by the Designated Agent during a Pricing Period will
equal the sum of (i) the product of (x) 97.5% times (y) the average of the
arithmetic mean of the high and low sales prices of the Common Stock of the
Company reported on the New York Stock Exchange ("NYSE") for each trading day of
such Pricing Period (the "Average Market Price"), times (z) the number of
Average Market Price Shares sold during such Pricing Period, plus (ii)
Alternative Proceeds (defined below), if any plus (iii) Excess Proceeds (defined
below), if any.  Subject to adjustment as set forth in the next two paragraphs,
the compensation to the Designated Agent with respect to the sale of Average
Market Price Shares sold hereunder shall equal the difference between the
aggregate gross sales
    

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prices at which such sales are actually effected by the Designated Agent and the
Net Proceeds.

            Prior to and from time to time during any Pricing Period, the
Company may instruct the Designated Agent by telephone (confirmed promptly by
telecopy) not to sell shares of Stock if such sales cannot be effected at or
above the price designated by the Company in any such instruction.  If such an
instruction is given and as a result thereof the Designated Agent is unable to
sell shares of Stock in an amount greater than or equal to the daily PRO RATA
portion of Average Market Price Shares to be sold during such Pricing Period,
then (i) that day's high and low sales prices of Common Stock of the Company
reported on the NYSE shall not be included in the calculation of Average Market
Price and (ii) the net proceeds payable to the Company (the "Alternative
Proceeds") and the compensation payable to the Designated Agent in respect of
any sales of Average Market Price Shares effected that day by the Designated
Agent shall be equal to 97.5% and 2.5%, respectively, of the weighted average
sales prices at which the Designated Agent has actually effected sales of Stock
during that day.

            To the extent the compensation payable to the Designated Agent
hereunder would otherwise exceed ten percent of the aggregate gross sales prices
of the Average Market Price Shares during any Pricing Period, such excess over
ten percent shall constitute "Excess Proceeds" payable to the Company.

            During any Pricing Period, the Company and the Designated Agent may
agree upon the sale of shares ("Additional Shares") of Stock in an amount of
1,000 shares or more, in addition to the sale of Average Market Price Shares
(such Additional Shares to be included in the Maximum Amount).  The compensation
to the Designated Agent for sales of the first 50,000 Additional Shares sold in
any Pricing Period shall be $0.10 per share, and the compensation to the Agents
for sales of Additional Shares in excess thereof during such Pricing Period
shall be 1.40% of the gross sales price per share.   The sale of Additional
Shares during any day shall be confirmed in writing by the Designated Agent to
the Company following the close of business that day.  All other shares of Stock
sold during a Pricing Period not so confirmed shall be deemed Average Market
Price Shares.

            The Designated Agent shall provide written confirmation to the
Company following the close of business
    

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on the final day of each Pricing Period setting forth the dates included within
the Pricing Period, the number of Average Market Price Shares and Additional
Shares, if any, sold during the Pricing Period, the gross proceeds from the sale
of such shares, the high and low prices at which Average Market Price Shares and
Additional Shares, if any, were sold during such Pricing Period, the Net
Proceeds to the Company, the amount of Excess Proceeds, if any, the amount of
Alternative Proceeds, if any, the compensation payable by the Company to the
Designated Agent with respect to such sales and the Average Market Price for
such Pricing Period.  The Agents hereby acknowledge that the Company will be
relying upon such information in preparing a prospectus supplement pursuant to
the applicable paragraph of Rule 424(b) of the Rules and Regulations with
respect to each Pricing Period.

            Settlement for sales of Additional Shares will occur on the fifth
business day (or such shorter period as may be required by applicable regulatory
authority or as otherwise agreed to by the Company and the Designated Agent)
following the date on which such sales are made.  The amount of proceeds for
such sales to be delivered to the Company against the receipt of the Additional
Shares sold shall be equal to the aggregate sales prices at which such
Additional Shares were sold, net of the Designated Agent's compensation for such
sales and after deduction for any transaction fees imposed by any governmental
or self-regulatory organization in respect of such sales.  Settlement for sales
of Average Market Price Shares will occur on a weekly basis (unless a shorter
period is required by applicable regulatory authority or is otherwise agreed to
by the Company and the Designated Agent) as follows.  On each Monday (or the
next succeeding business day if such Monday is not a business day) following the
end of a Pricing Period (each a "Closing Date"), the Average Market Price Shares
sold through the Designated Agent during such Pricing Period will be delivered
by the Company to the Designated Agent against payment of the Net Proceeds for
such Pricing Period.  In the event a Pricing Period shall end on a day other
than a Friday, arrangements will be made by the Company to assure delivery of
shares of the Stock to the Designated Agent to avoid any failure by such
Designated Agent to deliver shares of Stock in accordance with applicable
regulatory requirements.  Settlement for all shares shall be effected via The
Depository Trust Corporation on a delivery-versus-payment basis.
    


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            At each settlement, the Company shall be deemed to have affirmed
each representation, warranty, covenant and other agreement contained in this
Agreement.  The Company covenants and agrees with the Agents that within two
business days of the termination of each Pricing Period, the Company will file a
prospectus supplement pursuant to the applicable paragraph of Rule 424(b) of the
Rules and Regulations, which prospectus supplement will name the Designated
Agent, set forth the dates included within the Pricing Period, the number of
such shares of Stock sold through the Designated Agent, the high and low prices
at which Average Market Price Shares were sold during such Pricing Period, the
Net Proceeds to the Company and the compensation payable by the Company to the
Designated Agent with respect to such sales (all as provided in writing by the
Designated Agent for inclusion in each such prospectus supplement).  The
obligations of the Agents to sell the Stock shall be subject to the continuing
accuracy of the representations and warranties of the Company herein, to the
performance by the Company of its obligations hereunder and to the continuing
satisfaction of the additional conditions specified in Section 5 of this
Agreement.

            SECTION 4.  COVENANTS.  The Company covenants and agrees with the
Agents that:

            (a)  Prior to the termination of the offering of the Stock under
this Agreement, the Company will not file any amendment or supplement to the
Registration Statement or the Prospectus (except for a supplement relating to an
offering of securities other than the Stock) unless a copy thereof has been
submitted to you a reasonable period of time before its filing and you have not
reasonably objected thereto within a reasonable period of time after receiving
such copy.  Subject to the foregoing sentence, the Company will cause each
amendment or supplement to the Prospectus to be filed with the Commission as
required pursuant to the applicable paragraph of Rule 424(b) of the Rules and
Regulations or, in the case of any document to be incorporated therein by
reference, to be filed with the Commission as required pursuant to the Exchange
Act, within the time period prescribed.

            (b)  Within the time during which a prospectus relating to the Stock
is required to be delivered under the Act, the Company will use its best efforts
to comply with all requirements imposed upon it by the Act and by the Rules and
Regulations, as from time to time in force, so far as
    

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necessary to permit the continuance of sales of or dealings in the Stock as
contemplated by the provisions hereof and the Prospectus.  If during such period
any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if during such period it is
necessary to amend or supplement the Registration Statement or Prospectus to
comply with the Act, the Company promptly will (x) notify the Agents to suspend
or terminate the offering of Stock during such period and (y) amend or
supplement the Registration Statement or Prospectus (at the expense of the
Company) so as to correct such statement or omission or effect such compliance.

            (c)  The Company will at its expense arrange for the qualification
of the Stock for sale under the securities laws of such jurisdictions as you
reasonably designate and the continuance of such qualifications in effect so
long as required for the distribution of the Stock, except that the Company
shall not be required in connection therewith to qualify as a foreign
corporation or to execute a general consent to service of process in any
jurisdiction.

            (d)  The Company will furnish to the Agents and their counsel (at
the expense of the Company) copies of the Registration Statement, the Prospectus
(including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus (except for
supplements relating to an offering of securities other than the Stock) that are
filed with the Commission during the period in which a prospectus relating to
the Stock is required to be delivered under the Act (including all documents
filed with the Commission during such period that are deemed to be incorporated
by reference therein), in each case as soon as available and in such quantities
as you may from time to time reasonably request, and will also furnish copies of
the Prospectus to the NYSE in accordance with Rule 153 of the Rules and
Regulations.

            (e)  The Company will make generally available to its security
holders as soon as practicable, an earnings statement or statements (which need
not be audited) that will satisfy the provisions of Section 11(a) of the Act and
Rule 158 of the Rules and Regulations.
    


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            (f)  The Company, whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, will pay all expenses
of preparing and printing all documents relating to the offering, and will
reimburse the Agents for all reasonable fees and disbursements of counsel
incurred by them in connection with the performance of their obligations under
this Agreement.  The Company shall not in any event be liable to the Agents for
loss of anticipated profits from the transactions covered by this Agreement.

            (g)  The Company will apply the net proceeds from the sale of the
Stock as set forth in the Prospectus.

            (h)  The Company will not, directly or indirectly, offer or sell,
any shares of its Common Stock (other than the Stock as provided herein and any
such shares pursuant to employee incentive or benefit plans or outstanding
convertible securities) or securities convertible into or exchangeable for, or
any rights to purchase or acquire, Common Stock during the period ending on the
final Closing Date for the sale of Stock hereunder without first suspending
activity under this program.

            (i)  Each time that either of the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information including, without limitation, by filing an Annual Report
on Form 10-K (other than by an amendment or supplement resulting from the filing
by the Company of a Quarterly Report on Form 10-Q or a Current Report on Form
8-K, or any similar successor forms), unless, in your reasonable judgment, such
Quarterly Report or Current Report is of such a nature that a letter from the
Company's independent public accountants should be furnished), the Company will
cause its independent public accountants forthwith to furnish a letter, dated
the date of the effectiveness of such amendment or the date of filing of such
supplement, in form satisfactory to you, of the same tenor as the letter
referred to in Section 5(f) with such changes as may be necessary to reflect the
amended and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter, provided that if either of the
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information as of and for a fiscal
    

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quarter and you shall have reasonably requested that such a letter be furnished,
the Company's independent public accountants may limit the scope of such letter,
which shall be satisfactory in form to you, to the unaudited financial
statements, the related "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and any other information of an accounting,
financial or statistical nature included in such amendment or supplement.

            (j)  The Company will, at any time during the term of this
Agreement, as supplemented from time to time, advise the Agents immediately
after it shall have received notice or obtained knowledge thereof, of any
information or fact that would alter or affect any opinion, certificate, letter
or other document provided to the Agents pursuant to Section 5 herein.

            SECTION 5.  CONDITIONS OF AGENTS' OBLIGATIONS.  The obligations of
the Agents and of the Designated Agent to sell the Stock as provided herein
shall be subject to the accuracy, in the sole discretion of the Agents or the
Designated Agent, as of the date hereof and as of the first date and the Closing
Date or Dates for any Pricing Period contemplated under this Agreement of the
representations and warranties of the Company herein, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

            (a)  No stop order suspending the effectiveness of the Registration
Statement and no other order of the Commission pertaining to any document
incorporated therein by reference shall have been issued and no proceeding for
that purpose shall have been instituted or, to the knowledge of the Company or
the Agents, threatened by the Commission, and any request of the Commission for
additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to your satisfaction.

            (b)  No Agent shall have advised the Company that the Registration
Statement or Prospectus, or any amendment or supplement thereto relating to the
Stock, contains an untrue statement of fact that in the opinion of such Agent is
material, or omits to state a fact that in such Agent's opinion is material and
is required to be stated therein or is necessary to make the statements therein
not misleading.
    


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            (c)  Except as contemplated in the Prospectus (directly or by
incorporation), subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any material adverse change, on a consolidated basis, in the business,
financial condition or results of operations of the Company and its
subsidiaries.

            (d)  The Agents shall have received at the date of the commencement
of the first Pricing Period hereunder (the "Commencement Date") and at the date
of closing of the last Pricing Period hereunder an opinion of Thomas L. Feazell,
Esq., Senior Vice President, General Counsel and Secretary of the Company, dated
as of the Commencement Date or the date of Closing of the last Pricing Period,
to the effect that:

            (i)  The Company has been duly incorporated and is an existing
      corporation in good standing under the laws of the Commonwealth of
      Kentucky with full corporate power and authority to own its properties and
      conduct its business as described in the Prospectus; and is duly qualified
      to do business as a foreign corporation under the laws of each
      jurisdiction which requires such qualification wherein it owns or leases
      material properties or conducts material business, except for any
      jurisdiction wherein the failure to be so qualified would not have a
      material adverse effect on the Company and its subsidiaries taken as a
      whole;

            (ii)  To the best knowledge of such counsel, no consent, approval,
      authorization or order of, any governmental agency or body or any court is
      required for the consummation of the transactions contemplated by this
      Agreement in connection with the issuance or sale of the Stock by the
      Company, except such as have been obtained and made under the Act and such
      as may be required under state securities laws;

            (iii)  The shares of Stock have been duly authorized and, upon due
      execution and delivery against payment therefor pursuant to this
      Agreement, will be validly issued and fully paid and non-assessable and no
      holder thereof will be subject to personal liability by reason of being
      such a holder; the shares of Stock will not be subject to the preemptive
      rights of any stockholder of the Company or any lien attributable to the
      Company's acts; all corporate action required to be
    

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      taken for the authorization, issue and sale of the Stock has been validly
      and sufficiently taken; and the shares of Stock are the subject of an
      effective registration statement permitting their sale in the manner
      contemplated by this Agreement;

            (iv)  The execution, delivery and performance of this Agreement and
      the issuance and sale of the shares of Stock and compliance with the terms
      and provisions thereof will not conflict with, result in a material breach
      or violation of any of the terms and provisions of or constitute a
      material default under, any statute, any rule, regulation or order known
      to such counsel to be applicable to the Company of any governmental
      agency, authority or body or any court having jurisdiction over the
      Company or any subsidiary of the Company or any of their properties, or
      any agreement or instrument known to such counsel to which the Company or
      any such subsidiary is a party or by which the Company or any such
      subsidiary is bound or to which any of the properties of the Company or
      any such subsidiary is subject, or the Second Restated Articles of
      Incorporation or By-laws of the Company, in each case as amended to the
      date of this Agreement, and the Company has full power and authority to
      authorize, issue and sell the shares of Stock as contemplated by this
      Agreement;

            (v)  To the best knowledge of such counsel (a) there is no pending
      or threatened action, suit or proceeding before any court or governmental
      agency, authority or body or any arbitrator involving the Company or any
      of its subsidiaries, the probable outcome of which would have a material
      adverse effect on the financial condition of the Company and its
      subsidiaries taken as a whole and which is not adequately disclosed in the
      Prospectus (directly or by incorporation); (b) there is no franchise,
      contract or other document of a character required to be described in the
      Registration Statement or Prospectus, or to be filed as an exhibit, which
      is not described or filed as required; and (c) the statements included or
      incorporated in the Prospectus describing any statutes, legal or
      governmental proceedings or material contracts or agreements relating to
      the Company fairly summarize such matters.
    


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            (vi)   The Registration Statement was declared effective under the
      Act as of the date and time specified in such opinion, the Prospectus
      either was filed with the Commission pursuant to the subparagraph of Rule
      424(b) specified in such opinion on the date specified therein or was
      included in the Registration Statement (as the case may be) and, to the
      best knowledge of such counsel, no stop order suspending the effectiveness
      of the Registration Statement or any part thereof has been issued and no
      proceedings for that purpose have been instituted or are pending or
      contemplated under the Act, and the Registration Statement and the
      Prospectus and each amendment or supplement thereto which relates to the
      Stock specified in such opinion, as of their respective effective or issue
      date, complied as to form in all material respects with the requirements
      of the Act and the Rules and Regulations; such counsel has no reason to
      believe that either the Registration Statement or the Prospectus, or any
      such amendment or supplement, as of such respective dates or as of the
      date of such opinion, contained or contain any untrue statement of a
      material fact or omitted to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading; it
      being understood that such counsel need express no opinion as to the
      financial statements including the notes thereto and related schedules or
      other financial and statistical data contained or incorporated by
      reference in the Registration Statement or the Prospectus;

            (vii)  This Agreement has been duly authorized, executed and
      delivered by the Company; and

            (viii)  No holders of Common Stock of the Company have rights to the
      registration of such shares of Common Stock under the Registration
      Statement.

            (e)  The Agents shall have received at the times specified in
Section 5(d) from each of (i) Cravath, Swaine & Moore, special counsel to the
Company, such opinions or letters with respect to the incorporation of the
Company, the matters addressed in Section 5(d)(iii), (vi) and (vii) and other
related matters as the Agents reasonably may request, and (ii) Davis Polk &
Wardwell, counsel for the Agents, as to such matters as the Agents reasonably
may request and such counsel shall have received such documents
    

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                                                                              14



and other information as they may reasonably request to enable them to pass upon
such matters.

            (f)  At or prior to the Commencement Date and such other dates as
may be required, the Agents shall have received a letter from Ernst & Young LLP,
independent public accountants for the Company, dated the date of delivery
thereof, substantially in the form attached hereto as Annex 1.

            (g)  The Agents shall have received from the Company a certificate,
or certificates, signed by two authorized officers, including the principal
financial or accounting officer (unless such officers are unavailable), of the
Company, dated as of the Commencement Date and as of the date of filing by the
Company of a Quarterly Report on Form 10-Q and an Annual Report on Form 10-K, to
the effect that, to the best of their knowledge based upon reasonable
investigation:

            (i)  The representations and warranties of the Company in this
      Agreement are true and correct, as if made at and as of the date of such
      certificate, and the Company has complied with all the agreements and
      satisfied all the conditions on its part to be performed or satisfied at
      or prior to such date;

            (ii)  No stop order suspending the effectiveness of the Registration
      Statement and no other order of the Commission pertaining to any document
      incorporated therein has been issued, and no proceeding for that purpose
      has been instituted or is threatened, by the Commission;

            (iii)  Since the date of this Agreement there has occurred no event
      required to be described in an amendment or supplement to the Registration
      Statement or Prospectus that has not been so described and there has been
      no document required to be filed under the Exchange Act and the rules and
      regulations of the Commission thereunder that upon such filing would be
      deemed to be incorporated by reference in the Prospectus that has not been
      so filed; and

            (iv)  Since the date of this Agreement, there has not been any
      material adverse change, on a consolidated basis, in the business,
      financial condition or results of operations of the Company and its
      subsidiaries which
    

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                                                                              15



      has not been described in an amendment or supplement to the Registration
      Statement or Prospectus (directly or by incorporation).

            (h)  The Company shall have furnished to you such further
certificates and documents as you shall have reasonably requested.

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are in the form set forth
herein or, if not set forth herein, satisfactory in form and substance to the
Agents.  The Company will furnish the Agents with such conformed copies of such
opinions, certificates, letters and other documents as the Agents shall
reasonably request.

            SECTION 6.  INDEMNIFICATION.  (a)  The Company will indemnify and
hold harmless each Agent and each person, if any, who controls such Agent within
the meaning of Section 15 of the Act against any and all losses, claims, damages
and liabilities, joint or several (including any investigation, legal and other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, the Registration Statement or the
Prospectus or any amendment or supplement thereto which relates to the Stock, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided that the Company will not be
liable to the extent that such loss, claim, damage or liability arises from or
is based upon an untrue statement or omission or alleged untrue statement or
omission (i) made in reliance upon and in conformity with information relating
to an Agent furnished in writing to the Company by the Agent expressly for use
in the document or (ii) in a preliminary prospectus if the Prospectus, as
amended or supplemented as of the time of the confirmation of the sale to such
person, corrected the untrue statement or omission or alleged untrue statement
or omission which is the basis of the loss, claim, damage or liability for which
indemnification is sought and a copy of the Prospectus, as so amended (but
excluding any
    

<PAGE>
   
                                                                              16



documents incorporated therein by reference), was not sent or given to such
person at or before the confirmation of the sale to such person in any case
where such delivery is required by the Act, unless such failure to deliver the
Prospectus, as so amended, was a result of noncompliance by the Company with
Section 4(b).  This indemnity agreement will be in addition to any liability
that the Company might otherwise have.

            (b)  Each of the Agents, severally and not jointly, will indemnify
and hold harmless the Company, each person, if any, who controls the Company
within the meaning of Section 15 of the Act, each director of the Company and
each officer of the Company who signs the Registration Statement to the same
extent as the foregoing indemnity from the Company to each of the Agents, but
only insofar as losses, claims, damages or liabilities arise from or are based
upon any untrue statement or omission or alleged untrue statement or omission
made in any preliminary prospectus, the Registration Statement or the Prospectus
or any amendment or supplement thereto which relates to the Stock in reliance
upon and in conformity with information relating to such Agent furnished in
writing to the Company by such Agent expressly for use in the document.  This
indemnity agreement will be in addition to any liability that the Agents might
otherwise have.

            (c)  Any party that proposes to assert the right to be indemnified
under this Section 6 will, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 6, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission to so notify such indemnifying party will not
relieve it from any liability that it may have to any indemnified party
otherwise than under this Section 6.  If any such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate in, and, to the
extent that it elects by delivering written notice to the indemnified party
promptly after receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified,
to assume the defense of the action, with counsel who shall be reasonably
satisfactory to the indemnified party, and, after notice from the indemnifying
party to the indemnified party of its
    

<PAGE>
   
                                                                              17



election to assume the defense, the indemnifying party will not be liable to the
indemnified party for any legal or other expenses except as provided below and
except for the reasonable costs of investigation subsequently incurred by the
indemnified party in connection with the defense.  The indemnified party will
have the right to employ its own counsel in any such action, but the fees and
expenses of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded that there may be legal defenses available to it or other indemnified
parties which are different from or in addition to those available to the
indemnifying party (in which case the indemnifying party will not have the right
to direct the defense of such action on behalf of the indemnified party) or (3)
the indemnifying party has not in fact employed counsel reasonably satisfactory
to such indemnified party to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, in
each of which cases the reasonable fees and expenses of such counsel will be at
the expense of the indemnifying party or parties and all such fees and expenses
will be reimbursed promptly as they are incurred.  An indemnifying party will
not be liable for any settlement of any action or claim effected without its
written consent or, in connection with any proceeding or related proceedings in
the same jurisdiction, for the fees and expenses of more than one separate
counsel for all indemnified parties.

            SECTION 7.  CONTRIBUTION.  In order to provide for just and
equitable contribution in circumstances in which the indemnification provided
for in Section 6 is applicable in accordance with its terms but for any reason
is held by a tribunal to be unavailable from the Company or the Agents, the
Company and the Agents will contribute to the aggregate losses, claims, damages
and liabilities (including any investigation, legal and other expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action or any claims asserted, but after deducting any contribution received
by the Company from persons other than the Agents, such as persons who control
the Company within the meaning of the Act, officers of the Company who signed
the Registration Statement and directors of the Company, who may also be liable
for contribution) to which the Company and the Agents may be subject in such
proportion so that the Agents are responsible for that portion represented by
the
    

<PAGE>
   
                                                                              18



percentage that the aggregate commissions received by the Agents pursuant to
Section 3 bears to the aggregate proceeds received by the Company from the sale
of the Stock and the Company is responsible for the balance; provided that (i)
the Agents will not be responsible for any amount in excess of the aggregate
commissions received by the Agents pursuant to Section 3 and (ii) no person
found guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  For purposes of this Section 7,
any person who controls a party to this Agreement within the meaning of the Act
will have the same rights to contribution as that party, and each officer of the
Company who signed the Registration Statement and each director of the Company
will have the same rights to contribution as the Company, subject in each case
to clauses (i) and (ii) of this Section 7.  Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action against
such party in respect of which a claim for contribution may be made under this
Section 7, notify such party or parties from whom contribution may be sought,
but the omission so to notify will not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
otherwise than under this Section 7.  No party will be liable for contribution
with respect to any action or claim settled without its written consent.

            SECTION 8.  REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements of the Company herein or in
certificates delivered pursuant hereto, and the agreements of each Agent
contained in Section 6 and Section 7 hereof, shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of such
Agent or any controlling persons, or the Company or any of its officers,
directors or any controlling persons, and shall survive delivery of and payment
for the Stock.

            SECTION 9.  TERMINATION.  (a)  Each Agent shall have the right, by
giving notice as hereinafter specified at any time at or prior to any Closing
Date, to terminate this Agreement with respect to such Agent if (i) any material
adverse change, or any development involving a prospective material adverse
change, in the business, financial condition or results of operations of the
Company and its subsidiaries has occurred which, in the judgment of such
    

<PAGE>
   
                                                                              19



Agent, materially impairs the investment quality of the Stock; (ii) the Company
shall have failed, refused or been unable, at or prior to the Closing Date, to
perform any agreement on its part to be performed hereunder, (iii) any other
condition of the Agents' obligations hereunder is not fulfilled, (iv) any
suspension or limitation of trading in the Common Stock of the Company on the
New York Stock Exchange, or any setting of minimum prices for trading of the
Stock on such exchange, shall have occurred, (v) any banking moratorium shall
have been declared by Federal or New York authorities or (vi) an outbreak or
material escalation of major hostilities in which the United States is involved,
a declaration of war by Congress, any other substantial national or
international calamity or any other event or occurrence of a similar character
shall have occurred since the execution of this Agreement that, in the judgment
of such Agent, makes it impractical or inadvisable to proceed with the
completion of the sale of and payment for the Stock to be sold by such Agent on
behalf of the Company.  Any such termination shall be without liability of any
party to any other party except that the provisions of Section 4(f), Section 6
and Section 7 hereof shall at all times be effective.  If any Agent elects to
terminate this Agreement as provided in this Section, such Agent shall provide
the required notice promptly by telephone, telex or telecopy, confirmed by
letter.

            (b)  The Company shall have the right, by giving notice as
hereinafter specified, to terminate this Agreement in its sole discretion on the
date occurring sixty (60) days after the date of this Agreement and every sixty
(60) days thereafter.  Notwithstanding the foregoing, if the Company chooses to
effect any offering of equity securities or equity-related securities (other
than the offering of the Stock) before the completion of the offering
contemplated hereby, the Company may terminate this Agreement at any time.  Any
termination shall be without liability of any party to any other party except
that the provisions of Section 4(f) and Section 6 hereof shall at all times be
effective.  If the Company elects to terminate this Agreement as provided in
this Section, the Company shall provide the required notice promptly by
telephone, telex, or telecopy, confirmed by letter.

            (c)  Any termination of this Agreement shall be effective on the
date specified in such notice of termination; provided that such termination
shall not be effective until the close of business on the date of receipt
    

<PAGE>
   
                                                                              20



of such notice by the Agents.  If such termination shall occur during a Pricing
Period, any Additional Shares and Average Market Price Shares shall settle in
accordance with the provisions of the second to last paragraph of Section 3
hereof.

            SECTION 10.  NOTICES.  All notices or communications hereunder
shall be in writing and if sent to the Agents or a Designated Agent shall be
mailed, delivered, telexed or telecopied and confirmed to NatWest Securities
Limited, c/o NatWest Markets Group, 175 Water Street, New York, New York 10038,
and CS First Boston Corporation, Park Avenue Plaza, New York, New York 10055,
Attention of Kenneth Wallace, Equity Capital Markets, or if sent to the Company,
shall be mailed, delivered, telexed or telecopied and confirmed to the Company
at 1000 Ashland Drive, Russell, Kentucky 41169, Attention: Assistant
Treasurer-Finance, except that legal notices will be sent to the attention of
the General Counsel, with a copy to Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, New York 10019, Attention:  David G. Ormsby, Esq.
Each party to this Agreement may change such address for notices by sending to
the parties to this Agreement written notice of a new address for such purpose.

            SECTION 11.  PARTIES.  This Agreement shall inure to the benefit
of and be binding upon the Company and the Agents and their respective
successors and the controlling persons, officers and directors referred to in
Section 6 hereof, and no other person will have any right or obligation
hereunder.

            SECTION 12.  APPLICABLE LAW.  This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of New York
without regard to the principles of conflicts of laws.

            SECTION 13.  COUNTERPARTS.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
    

<PAGE>
   
                                                                              21



            If the foregoing correctly sets forth the understanding between the
Company and the Agents, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement between the
Company and the Agents.  Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Agents may be evidenced by an
exchange of telegraphic or other written communications.

                                             Very truly yours,


                                             ASHLAND INC.,


                                             By:________________________________

                                             Title:_____________________________


ACCEPTED as of the date
first above written

NATWEST SECURITIES
LIMITED

By:__________________________

Title:_______________________

CS FIRST BOSTON
CORPORATION

By:__________________________

Title:_______________________
    
<PAGE>
   


                                                                         ANNEX 1


                           ACCOUNTANTS' COMFORT LETTER


            Upon the Commencement Date (1) and thereafter, to the extent
provided in Section 4(i) of the Sales Agency Agreement, Ernst & Young LLP shall
furnish to the Agents a letter, dated as of the date of delivery thereof, in
form and substance satisfactory to the Agents confirming that they are
independent accountants within the meaning of the Securities Act and the
applicable published rules and regulations thereunder and stating in effect
that:

            (i) in their opinion the consolidated financial statements audited
      by them and incorporated by reference in the Registration Statement and
      the Prospectus comply as to form in all material respects with the
      applicable accounting requirements of the Securities Act and the Exchange
      Act and the related published rules and regulations;

            (ii) on the basis of a reading of the latest available interim
      consolidated financial statements of the Company, carrying out certain
      specified procedures (but not an audit in accordance with generally
      accepted auditing standards) which would not necessarily reveal matters of
      significance with respect to the comments set forth in such letter,
      inquiries of officials of the Company responsible for financial and
      accounting matters and other specified procedures, nothing came to their
      attention that caused them to believe that:

                  (A) the unaudited consolidated financial statements, if any,
            included or incorporated in the Registration Statement and the
            Prospectus do not comply as to form in all material respects with
            the applicable accounting requirements and with the published rules
            and regulations of the Commission with respect to financial
            statements included or incorporated in quarterly reports on Form
            10-Q under the Exchange Act, or are not in

_______________________

      (1) All capitalized terms used herein shall have the meanings ascribed to
them in the Sales Agency Agreement of which this Annex 1 is a part.
    

<PAGE>
   
                                                                             1-2



            conformity with generally accepted accounting principles applied on
            a basis consistent with that of the audited financial statements
            included or incorporated in the Registration Statement and the
            Prospectus, except for the accounting changes discussed in the notes
            thereto;

                  (B) with respect to the period subsequent to the date of the
            most recent financial statements included or incorporated in the
            Registration Statement or Prospectus, (i) at the date of the latest
            available consolidated balance sheet read by such accountants or
            (ii) at a subsequent specified date not more than five days prior to
            the date of the letter, there was any decrease in the working
            capital (but only with respect to the date referred to in the
            foregoing clause (i)), any change in capital stock of the Company
            (except pursuant to existing stock option, bonus or other similar
            plans or conversion of debentures or preferred stock) or increase in
            long-term debt and debt due within one year, or decrease in the
            common stockholders' equity of the Company and its consolidated
            subsidiaries (except such changes, increases or decreases which the
            Prospectus (directly or by incorporation) discloses have occurred or
            may occur) as compared with the amounts shown on the most recent
            consolidated balance sheet included or incorporated in the
            Registration Statement and the Prospectus;

                  (C) for the period from the closing date of the most recent
            consolidated balance sheet included or incorporated in the
            Registration Statement and the Prospectus to the closing date of the
            latest available consolidated income statement read by such
            accountants there were any decreases, as compared with the
            corresponding period in the previous year, in consolidated sales and
            operating revenues or consolidated net income except for changes or
            decreases which the Prospectus (directly or by incorporation)
            discloses have occurred or may occur, or which are described in such
            letter; or

                  (D) unaudited pro forma consolidated condensed financial
            statements, if any, included or incorporated by reference in the
            Prospectus do
    

<PAGE>
   
                                                                             1-3



            not comply as to form in all material respects with the applicable
            accounting requirements of the Securities Act and the published
            rules and regulations thereunder or the pro forma adjustments have
            not been properly applied to the historical amounts in the
            compilation of those statements;

            (iii) they have performed certain other specified procedures as a
      result of which they determined that certain information of an accounting,
      financial or statistical nature (which is limited to accounting, financial
      or statistical information derived from the general accounting records of
      the Company and its subsidiaries) set forth in the Registration Statement
      and the Prospectus and in Exhibit 12 to the Registration Statement,
      including the information included or incorporated in Items 1, 6 and 7 of
      the Company's Annual Report on Form 10-K, incorporated in the Registration
      Statement and the Prospectus, and the information included in the
      "Management's Discussion and Analysis" included or incorporated in the
      Company's quarterly reports on Form 10-Q, incorporated in the Registration
      Statement and the Prospectus, agrees with the accounting records of the
      Company and its subsidiaries excluding any questions of legal
      interpretation; and

            (iv) they have made a review of any unaudited financial statements
      included in the Registration Statement in accordance with standards
      established by the American Institute of Certified Public Accountants, as
      indicated in their report or reports, if any, attached to such letter.
    
