

                       ASHLAND INC. STOCK OPTION PLAN
                      FOR EMPLOYEES OF JOINT VENTURES

SECTION 1. PURPOSE

        The purpose of the Ashland Inc.  Stock Option Plan for Employees of
  Joint  Ventures of Ashland  Inc. is to promote the  interests  of Ashland
  Inc.  and  its  shareholders  by  attracting  and  retaining   management
  personnel  whose  training,  experience  and abilities  contribute to the
  success of the Joint Ventures' businesses,  which will ultimately benefit
  Ashland and its shareholders.  Accordingly,  Ashland may grant Options to
  selected officers and employees  (including Ashland employees loaned to a
  Joint Venture) of its Joint Ventures.

SECTION 2. DEFINITIONS

        (A) "Agreement"  shall mean a written  agreement  setting forth the
  terms of an Award, to be entered into at Ashland's discretion.

        (B)  "Ashland"  shall  mean,  collectively,  Ashland  Inc.  and its
  subsidiaries.

        (C) "Beneficiary" shall mean the person,  persons,  trust or trusts
  designated by an Employee or if no designation has been made, the person,
  persons,  trust,  or trusts  entitled  by will or the laws of descent and
  distribution  to receive the  benefits  specified  under this Plan in the
  event of an Employee's death.

        (D) "Board" shall mean the Board of Directors of Ashland.

        (E) "Code" shall mean the Internal Revenue Code of 1986, as amended
  from time to time.

        (F) "Committee" shall mean the Personnel and Compensation Committee
  of the Board.

        (G)  "Common  Stock"  shall mean the Common  Stock of Ashland  Inc.
  ($1.00 par value),  subject to adjustment upon a change in capitalization
  of Ashland as set forth in Section 7(D) hereof.

        (H)  "Employee"  shall  mean  a  regular,  full-time  or  part-time
  employee  of a Joint  Venture or any  employee  of  Ashland  who has been
  loaned to the Joint Venture,  as selected or approved by the Committee to
  receive an award of Options under the Plan.

        (I)  "Exercise  Price"  shall mean,  with  respect to each share of
  Common Stock  subject to an Option,  the price fixed by the  Committee at
  which such share may be purchased  from Ashland  pursuant to the exercise
  of such Option.

        (J) "Joint  Venture"  shall mean any joint venture in which Ashland
  has an  interest,  designated  by the  Committee  or the Board as a joint
  venture under this Plan.

        (K)  "Nonqualified  Stock  Option"  or "NQSO"  shall mean an Option
  granted  pursuant  to this Plan  which does not  qualify as an  incentive
  stock option under the Code.

        (L)  "Option"  shall mean the right to purchase  Common  Stock at a
  price to be specified and upon terms to be designated by the Committee or
  otherwise  determined  pursuant  to this  Plan.  Each  Option  shall be a
  Nonqualified Stock Option.

        (M) "Personal Representative" shall mean the person or persons who,
  upon the disability or incompetence  of an Employee,  shall have acquired
  on behalf of the Employee by legal  proceeding  or otherwise the right to
  receive the benefits specified in this Plan.

        (N) "Plan"  shall mean this  Ashland  Inc.  Stock  Option  Plan for
  Employees of Joint Ventures.

        (O) "Retire" or  "Retirement"  shall mean retirement of an Employee
  from the employ of a Joint Venture.

SECTION 3. ADMINISTRATION

        The Plan shall be administered by the Committee.

SECTION 4. ELIGIBILITY

        Options may only be granted to  individuals  who are Employees of a
  Joint Venture.


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<PAGE>

SECTION 5. OPTIONS

        (A) Each Option shall, at the discretion of Ashland and as directed
  by the Committee,  be evidenced by an Agreement between the recipient and
  Ashland,  which  Agreement shall contain such terms and conditions as the
  Committee,  in its sole discretion,  may determine in accordance with the
  Plan.

        (B) Every Option shall provide for a fixed  expiration  date of not
  later than ten years and one month from the date such Option is granted.

        (C) The  Exercise  Price of Common  Stock  issued  pursuant to each
  Option shall be fixed by the Committee at the time of the granting of the
  Option.

        (D) Every  Option  shall  provide  that it may not be  exercised in
  whole or in part for a period of one year after the date of granting such
  Option  (unless  otherwise  determined  by  the  Committee)  and  if  the
  employment of the Employee shall  terminate  prior to the end of such one
  year  period (or such other  period  determined  by the  Committee),  the
  Option granted to such Employee shall immediately terminate.

        (E) The Committee shall determine and direct whether, and the terms
  under   which,   an   Employee   (or  his   Beneficiaries   or   Personal
  Representative)  who  dies,  becomes  disabled,  Retires  or  leaves  the
  employment  of  a  Joint  Venture  (including,   without  limitation,  an
  individual who terminates his or her employment with a Joint Venture,  or
  whose  employment  with a Joint  Venture  is  terminated,  as a result of
  Ashland divesting itself of its interest in a Joint Venture) may continue
  to exercise vested Options, and the extent to which unvested Options will
  vest.

        (F) Unless otherwise directed by the Committee,  the Exercise Price
  for the Common Stock shall be paid in full when the Option is exercised.

SECTION 6.  AMENDMENTS AND TERMINATIONS

        The Board or the  Committee  may at any time  terminate,  modify or
  amend  the  Plan in such  respects  as it  shall  deem  advisable  and as
  permitted by applicable law.

SECTION 7. MISCELLANEOUS PROVISIONS

        (A) Unless  otherwise  directed by the  Committee or the Board,  an
  Employee's  rights and  interest  under the Plan may not be  assigned  or
  transferred in whole or in part,  either  directly or by operation of law
  or otherwise  (except in the event of an Employee's death, by will or the
  laws  of  descent  and  distribution),  including,  but  not  by  way  of
  limitation, execution, levy, garnishment,  attachment, pledge, bankruptcy
  or in any other manner,  and no such right or interest of any Employee in
  the  Plan  shall  be  subject  to any  obligation  or  liability  of such
  individual.

      (B) By accepting any award of Options  under the Plan,  each Employee
  and each Personal Representative or Beneficiary claiming under or through
  him or her  shall be  conclusively  deemed to have  indicated  his or her
  acceptance  and  ratification  of, and consent to, any action taken under
  the Plan by Ashland,  the Board or the  Committee  pursuant to this Plan,
  including any amendment of the Plan by the Board or the Committee.

      (C) The Committee shall have the right,  from time to time and at any
  time,  to elect,  in its sole  discretion  and without the consent of the
  holder thereof,  to cancel Options granted pursuant to this Plan, whether
  vested or unvested, and to cause Ashland to pay the Employee holding such
  Options  an  amount  determined  by using  the  Black-Scholes  method  of
  valuation  or other method of  valuation  generally  accepted and used by
  nationally  recognized executive  compensation  consulting firms. Buyouts
  pursuant  to this  provision  may be made in cash,  in shares of  Ashland
  Common Stock,  or partly in cash and partly in Ashland  Common Stock,  as
  the Committee  determines.  Payments of any such buyout  amounts shall be
  made net of any applicable  foreign,  federal (including FICA), state and
  local withholding taxes.

      (D) In the event of any  change in the  outstanding  Common  Stock of
  Ashland by reason of any stock split,  stock dividend,  recapitalization,
  merger,  consolidation,   reorganization,  combination,  or  exchange  of
  shares,  split-up,  split-off,  spin-off,  liquidation  or other  similar
  change in  capitalization,  or any  distribution  to common  stockholders
  other than cash  dividends,  the kind of shares that may be issued  under
  the Plan and the kind of shares  subject to, or the price per share under
  any  outstanding  Options  shall be  automatically  adjusted  so that the
  proportionate  interest of the Employee shall be maintained as before the
  occurrence of such event. Such adjustment shall be conclusive and binding
  for all purposes of the Plan.

