

                  NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION

Name of Employee:

Number of Option Shares:

Exercise Price Per Share:     $33.0625

Date of Option Grant:         September 21, 2000

Exercise Schedule:            09/21/01                50% or _______ shares
                              09/21/02                75% or _______ shares
                              09/21/03               100% or _______ shares

Expiration Date:         October 21, 2010

ASHLAND INC. ("Ashland") hereby confirms the grant of a non-qualified stock
option to purchase  shares of Ashland  Common  Stock (the  "Option") to the
above-named  Marathon Ashland Petroleum LLC ("MAP") employee  ("Employee").
This  Option is  granted  under,  and is  subject  to, all of the terms and
conditions  of this  Notice of Grant  and the  Plan.  A copy of the Plan is
attached for your information.

Each  Employee  granted an Award  under this Plan shall agree by his or her
acceptance  of such  Award to  remain in the  service  of MAP,  Ashland  or
another  unit of USX for a period  of at least  one year  from  date of the
Award.  Nothing in the Plan, or in any Award granted  pursuant to the Plan,
shall  confer from Ashland to any  individual  any right to continue in the
employment  of or service to MAP or  interfere in any way with the right of
MAP to terminate the Employee's employment at any time.

In the event the Employee  should  transfer  from MAP to Ashland or another
unit of USX,  this Option  shall  continue to vest in  accordance  with the
exercise  schedule  described  above and be  governed  by the terms of this
Notice of Grant and the Plan and such Employee  shall  continue to have all
rights and  obligations  of an Employee as provided in this Notice of Grant
and the Plan.

In the event of the Employee's retirement from or death or disability while
employed by MAP, Ashland or another unit of USX, this option shall continue
to be exercisable  until the expiration  date of this Option for the number
of  shares  which  the  Employee  could  have  acquired  under  the  Option
immediately prior to the retirement, death or disability.

In the event the Employee should terminate  employment from MAP, Ashland or
another  unit of USX for any reason  other than stated  above,  this Option
shall be exercisable  until the earlier to occur of the expiration  date of
this  Option or thirty (30) days after  termination  only for the number of
shares which the Employee could have acquired under this Option immediately
prior to termination.

Please  acknowledge  your  receipt of this  Notice by  signing,  dating and
returning  the  enclosed  copy of this  Notice  of Grant to  Carrie  Ramey,
Ashland Inc., 50 E. RiverCenter  Boulevard,  P. O. Box 391,  Covington,  KY
41012-0391,  on or before November 21, 2000, or the Option will become null
and void.

ASHLAND INC.                                 EMPLOYEE SIGNATURE:

BY:
   -------------------------------------     ---------------------------------

                                             DATE:
                                                   ---------------------------

