
                                                                Exhibit 10.4
                    ASHLAND INC. NONQUALIFIED EXCESS BENEFIT
                         PENSION PLAN - 2003 RESTATEMENT
                     July 1, 2003 and as amended thereafter
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     WHEREAS, the Employee Retirement Income Security Act of 1974 ("ERISA")
establishes   maximum   limitations  on  benefits  and   contributions  for
retirement  plans  which meet the  requirements  of  Section  401(a) of the
Internal Revenue Code of 1986, as amended ("Code");

     WHEREAS,  Ashland Inc. ("Ashland" or the "Company")  maintains certain
pension  plans which are subject to the aforesaid  limitations  on benefits
and contributions;

     WHEREAS,  Ashland adopted the Ashland Oil, Inc.  Nonqualified  Pension
Plan as of  September  24,  1975  (which is now  called  the  Ashland  Inc.
Nonqualified  Excess  Benefit  Pension Plan,  otherwise  referred to as the
"Plan"),  for the purpose of providing  benefits  for certain  employees in
excess of the aforesaid limitations;

     WHEREAS,  the Plan was amended and completely  restated as of July 21,
1977;

     WHEREAS, the Plan was amended and completely restated as of October 1,
1982;

     WHEREAS,  the Plan was amended and completely  restated as of November
3, 1988;

     WHEREAS,  the Plan was amended and completely restated as of September
19, 1996;

     WHEREAS,  Ashland  has  retained  the  authority  to  make  additional
amendments to or terminate the Plan;

     WHEREAS, Ashland desires to further amend and restate the Plan and, as
so amended, to continue the Plan in full force and effect;

     NOW,  THEREFORE,  effective July 1, 2003,  Ashland does hereby further
amend and  restate  the Plan in  accordance  with the  following  terms and
conditions:

     1.  DESIGNATION  AND  PURPOSE  OF  PLAN.  The Plan is  designated  the
"Ashland Inc.  Nonqualified  Excess  Benefit  Pension Plan"  ("Plan").  The
purpose of the Plan is to provide benefits for certain  employees in excess
of the limitations on contributions,  benefits, and compensation imposed by
Sections 415 and  401(a)(17) of the Code  (including  successor  provisions
thereto) on the plans to which  those  Sections  apply.  The portion of the
Plan  providing  benefits in excess of the Section 415 limits is an "excess
benefit  plan" as that term is  defined in  Section  3(36) of ERISA.  It is
intended  that the  portion,  if any,  of the Plan  which is not an  excess
benefit plan shall be maintained primarily for a select group of management
or highly compensated employees.

<PAGE>


     2.  ELIGIBILITY.  Subject to Section 11, the Plan shall apply to those
employees  -(i) who have retired as an early,  normal,  or deferred  normal
retiree  under the  provisions of the Ashland Inc. and  Affiliates  Pension
Plan ("Ashland Pension Plan"), as it may be amended,  from time to time, or
under  provisions of any other  retirement  plan, as such other plan may be
amended  from  time to time,  which,  from  time to time,  is  specifically
designated by Ashland for purposes of  eligibility  and benefits  under the
Plan (all such plans are  hereinafter  referred to jointly and severally as
"Affected  Plans");  and (ii) who have not been  terminated from employment
due to Cause.  Cause shall mean the willful  and  continuous  failure of an
employee to substantially  perform his or her duties to Ashland (other than
any such  failure  resulting  from  incapacity  due to  physical  or mental
illness),  or the  willful  engaging  by an  employee  in gross  misconduct
materially and demonstrably  injurious to Ashland, each to be determined by
Ashland in its sole discretion.

     Notwithstanding   anything  to  the  contrary  contained  herein,  any
employee who would be entitled to  participate in this Plan, but who is not
a member of a select group of management or a highly compensated  employee,
shall be entitled to a benefit  amount  payable under the Plan based solely
on the limitations on benefits imposed under Section 415 of the Code.

     3. BENEFIT AMOUNT.


     (i)  COMPUTATION IF NOT ELIGIBLE FOR RETIREMENT  GROWTH  ACCOUNT.  The
computation  described in this  paragraph  (i) applies to retirees that are
not  eligible  for the  Retirement  Growth  Account in the Ashland Inc. and
Affiliates  Pension Plan. At any particular  time, the benefit payable to a
retiree  eligible to participate in this Plan pursuant to the provisions in
Section 2 shall be computed by subtracting  from (A) the sum of (B) and (C)
where -

     (A) shall be the single life  annuity  that would be payable at age 62
to such retiree under the Affected Plans -

     (1) with the benefit so payable thereunder  calculated by disregarding
any  salary  deferrals  that may have been made by such  retiree  under the
Ashland Inc.  Deferred  Compensation  Plan and thereby restoring any salary
that may have been so deferred to such retiree's  compensation for purposes
of the Affected Plans, and

     (2) prior to any  reductions  made  because of the  limits  imposed by
Sections  415 and  401(a)(17)  of the Code;  provided  that the single life
annuity  that would be so payable  under the Ashland  Pension Plan shall be
computed  without  applying  any offset  attributable  to the Ashland  Inc.
Leveraged  Employee Stock  Ownership Plan  ("LESOP"),  and such single life
annuity  shall be  actuarially  adjusted to be  equivalent to a single life
annuity payable at the particular time applicable based upon the applicable
actuarial  assumptions  and other relevant  provisions used for the same in
the Affected Plans;

<PAGE>

     (B) shall be the single life  annuity  that would be payable at age 62
to such  retiree  under the  Affected  Plans after  reducing  the amount so
payable for the limits  imposed by Sections 415 and 401(a)(17) of the Code,
provided  that such single life annuity that would be so payable  under the
Ashland  Pension  Plan shall be computed  after first  applying  the offset
attributable  to the  Offset  Account  (as that term is  defined  under the
LESOP) in the LESOP, and each such single life annuity shall be actuarially
adjusted  to  be  equivalent  to a  single  life  annuity  payable  at  the
particular time applicable based upon the applicable actuarial  assumptions
and other relevant provisions used for the same in the Affected Plans; and

     (C)  shall be the  single  life  annuity  that  would  be  actuarially
equivalent to such retiree's  nonforfeitable  portion of the Offset Account
under the LESOP as of the valuation date thereunder coincident with or next
preceding  such  retiree's  termination  of employment  using the actuarial
assumptions  prescribed for this purpose in the Ashland  Pension Plan.

     (ii)COMPUTATION  IF  ELIGIBLE  FOR  RETIREMENT  GROWTH  ACCOUNT.   The
computation  described in this  paragraph (ii) applies to retirees that are
eligible for the Retirement  Growth Account in the Ashland Pension Plan. At
any  particular  time,  the  benefit  payable  to  a  retiree  eligible  to
participate  in this Plan pursuant to the  provisions in Section 2 shall be
computed by subtracting from (A) the sum of (B) and (C) where -

     (A) shall be the balance of the Retirement Growth Account added to the
actuarially  equivalent  lump sum of any single life  annuity that would be
payable at age 62 to such retiree under the Affected  Plans (other than the
Ashland Pension Plan) based upon the applicable  actuarial  assumptions and
other relevant provisions used for the same in the Affected Plans -

     (1) with the benefit so payable thereunder  calculated by disregarding
any  salary  deferrals  that may have been made by such  retiree  under the
Ashland Inc.  Deferred  Compensation  Plan and thereby restoring any salary
that may have been so deferred to such retiree's  compensation for purposes
of the Affected Plans, and

<PAGE>


     (2) prior to any  reductions  made  because of the  limits  imposed by
Sections  415 and  401(a)(17)  of the Code;  provided  that the  Retirement
Growth Account  balance that would be so payable under the Ashland  Pension
Plan shall be computed  without  applying  any offset  attributable  to the
Ashland Inc. Leveraged Employee Stock Ownership Plan ("LESOP");'

     (B) shall be the balance of the Retirement Growth Account added to the
actuarially  equivalent  lump sum of any single life  annuity that would be
payable at age 62 to such retiree under the Affected  Plans (other than the
Ashland Pension Plan) based upon the applicable  actuarial  assumptions and
other  relevant  provisions  used for the same in the Affected  Plans after
reducing  the amount so payable for the limits  imposed by Sections 415 and
401(a)(17)  of the Code,  provided  that  such  Retirement  Growth  Account
balance  that would be so payable  under the Ashland  Pension Plan shall be
computed after first applying the offset attributable to the Offset Account
(as that term is defined under the LESOP) in the LESOP; and

     (C)  shall be such  retiree's  nonforfeitable  portion  of the  Offset
Account under the LESOP as of the valuation date thereunder coincident with
or  next  preceding  such  retiree's   termination  of  employment.   (iii)
Commencement.  Subject to Section 6, the benefit  computed under  paragraph
(i) or (ii) of  this  Section  3 shall  commence  or  otherwise  be paid or
transferred  pursuant to the provisions in Sections 4 or 5, effective as of
the date as of which  payments to such retiree  commence under the Affected
Plans.

     4. PAYMENT OPTIONS.

     (i) Election. A retiree eligible under Section 2 for the benefit under
Section 3 shall,  subject to Sections 5 and 6, elect the form in which such
benefit  shall be paid from among those  identified  in this  Section 4 and
such  election  shall be made at the time and in the manner  prescribed  by
Ashland,  from time to time,  provided that the election is made before the
first  day  of  the  month  following  such  retiree's   termination   from
employment.  Such  election,  including the  designation  of any contingent
annuitant  or  alternate  recipient  under  sub-paragraphs  (D)  or  (E) of
paragraph (ii) of this Section 4, shall be irrevocable  except as otherwise
set  forth  herein.  Notwithstanding  anything  in  the  foregoing  to  the
contrary,  any  retiree who makes an election  under  sub-paragraph  (B) of
paragraph (ii) of this Section 4 shall make such election by the earlier of
-
<PAGE>

     (A) the date six months prior to the first day of the month  following
such retiree's termination from employment; or

     (B) the December 31  immediately  preceding the first day of the month
following such retiree's  termination from employment.  Such election under
sub-paragraph  (B) of paragraph (ii) of this Section 4 shall be made in the
manner  prescribed by Ashland,  from time to time, and shall be irrevocable
as of the applicable time identified under (A) or (B) of this paragraph (i)
of Section 4. Until the time at which such election becomes irrevocable, an
eligible retiree shall be able to change it.

     (ii) OPTIONAL FORMS OF PAYMENT.

     (A) LUMP SUM OPTION. Notwithstanding any provisions of Section 3(i) to
the  contrary,  a retiree in an eligible  class may elect to receive all of
the benefit under Section 3 as a lump sum distribution.  A lump sum benefit
payment of a benefit  under  Section 3(i) shall be computed on the basis of
the actuarially  equivalent  present value of such retiree's  benefit under
Section 3(i) of the Plan payable at the particular  time  applicable  based
upon such actuarial assumptions (including the interest rate) as determined
from time to time by the Personnel and Compensation  Committee of Ashland's
Board of  Directors  (Committee).  The normal form of payment for a benefit
under Section 3(ii) shall be a single lump sum.

     (B) LUMP SUM DEFERRAL  OPTION.  A retiree who is eligible to receive a
lump sum  distribution  under  sub-paragraph  (A) of this paragraph (ii) of
Section  4 and who was part of a select  group  of  management  or a highly
compensated  employee,  shall be able to elect to defer all or a portion of
the receipt of the elected lump sum (in  increments  of such  percentage or
such amount as may be prescribed by Ashland or its delegatee,  from time to
time),  by having the obligation to distribute  such amount  transferred to
the Ashland Inc.  Deferred  Compensation  Plan to be held  thereunder  in a
notional  account and paid  pursuant to the  applicable  provisions of such
Plan, as they may be amended from time to time; provided, however, that the
election  to defer such  distribution  shall be made at the time and in the
manner prescribed in paragraph (i) of this Section 4.

     (C) SINGLE LIFE ANNUITY.  A retiree  eligible  under Section 2 for the
benefit  under Section 3 may elect to have such benefit paid in the form of
equal  monthly  payments  for and during  such  retiree's  life,  with such
payments  ending at such  retiree's  death.  Before such  election  becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change  the  option  elected,  subject to the  applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs  (A) and (B) of this  paragraph  (ii) of Section 4. Payments
under this option shall be actuarially  equivalent to the benefit  provided
under  Section  3,  determined  on the  basis of the  applicable  actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.

<PAGE>

     (D) JOINT AND SURVIVOR INCOME OPTION. A retiree eligible under Section
2 for the  benefit  under  Section 3 may elect to  receive  an  actuarially
reduced benefit payable monthly during the retiree's lifetime with payments
to continue after his death to the person he designates (hereinafter called
"contingent annuitant"), in an amount equal to (1) 100% of such actuarially
reduced benefit,  (2) 66 2/3% of such actuarially  reduced benefit,  or (3)
50% of such actuarially reduced benefit. Benefit payments under this option
shall  terminate  with the monthly  payment for the month in which occurred
the date of death of the  later to die of the  retiree  and his  contingent
annuitant.  The following  additional  limitations and conditions  apply to
this option:

     (a) The  contingent  annuitant  shall be  designated by the retiree in
writing  in such  form and at such  time as  Ashland  may from time to time
prescribe.

     (b) In the event the  contingent  annuitant dies prior to the date the
election of this optional form of benefit  becomes  irrevocable as provided
under  paragraph (i) of Section 4, the  retiree's  selection of this option
shall  be void.  Before  the date the  election  of this  optional  form of
benefit  becomes  irrevocable as provided under paragraph (i) of Section 4,
the  retiree  may  change  the  contingent  annuitant  or change the option
elected,  subject to the applicable  limitations and conditions  applied to
elections for the options  described  under  sub-paragraphs  (A) and (B) of
this paragraph (ii) of Section 4.

     (c) In the  event of the  death of the  retiree  prior to the date the
election is irrevocable as provided under  paragraph (i) of Section 4, such
retiree shall be deemed to have terminated employment on the day before his
death (for reasons  other than death) and survived  until the day after the
date as of which the benefit he elected under this  sub-paragraph (D) would
have commenced.

     (d)  Actuarial  equivalence  under  this  sub-paragraph  (D)  shall be
determined on the basis of the applicable  actuarial  assumptions and other
relevant provisions used for the same in the Ashland Pension Plan.

<PAGE>

     (E) PERIOD CERTAIN INCOME OPTION.  A retiree  eligible under Section 2
for the benefit under Section 3 may elect to receive an actuarially reduced
benefit  payable  monthly  during his  lifetime  and  terminating  with the
monthly payment for the month in which his death occurs, with the provision
that not less  than a total of 120  monthly  payments  shall be made in any
event to him and/or the person  designated by him to receive payments under
this  sub-paragraph  (E) in the  event  of his  death  (hereinafter  called
"alternate  recipient").  Such alternate  recipient  shall be designated in
writing by the  retiree  in such form and at such time as Ashland  may from
time to time prescribe.  If a retiree and his alternate recipient die after
the date as of which payments have commenced but before the total specified
monthly  payments  have  been made to such  retiree  and/or  his  alternate
recipient,  the commuted  value of the remaining  unpaid  payments shall be
paid in a lump sum to the estate of the later to die of the  retiree or his
alternate recipient.  The following  additional  limitations and conditions
shall apply to this option:

     (a) A retiree may designate a new alternate recipient if the one first
designated  dies before the retiree and after the date the election of this
optional form of benefit became  irrevocable under paragraph (i) of Section
4. In the event the alternate recipient dies prior to the date the election
becomes  irrevocable  as  provided  under  paragraph  (i) of Section 4, the
retiree's  selection  of this  option  shall be void.  Before  the date the
election of this optional form of benefit  becomes  irrevocable as provided
under  paragraph  (i) of Section 4, the  retiree  may change the  alternate
recipient  or  change  the  option  elected,   subject  to  the  applicable
limitations and conditions  applied to elections for the options  described
under sub-paragraphs (A) and (B) of this paragraph (ii) of Section 4.

     (b) In the  event of the  death of the  retiree  prior to the date the
election is irrevocable as provided under  paragraph (i) of Section 4, such
retiree shall be deemed to have terminated employment on the day before his
death (for reasons  other than death) and survived  until the day after the
date as of which the benefit he elected under this  sub-paragraph (E) would
have commenced.

     (c)  Actuarial  equivalence  under  this  sub-paragraph  (E)  shall be
determined on the basis of the applicable  actuarial  assumptions and other
relevant provisions used for the same in the Ashland Pension Plan.

     (F) DEATH BEFORE PAYMENT. Subject to Section 6, in the event a retiree
eligible  under Section 2 for the benefit under Section 3 dies after having
made an election of an optional form of payment under this  paragraph  (ii)
of Section 4 before the date such election  became  irrevocable as provided
under  paragraph  (i) of  Section 4, such  retiree  shall be deemed to have
terminated  employment  on the day before his death (for reasons other than
death) and  survived  until the day after the date as of which the optional
form of payment he elected  would have  commenced and payment shall then be
made under the Plan in accordance with such retiree's election.


<PAGE>

     5. PAYMENT OF SMALL AMOUNTS.  Unless such retiree  receives his or her
benefit  in a lump sum as  provided  in  Section  4, in the event a monthly
benefit under this Plan,  payable to either a retiree or to his  contingent
annuitant,  alternate  recipient or surviving  spouse, is too small (in the
sole  judgment  of Ashland) to be paid  monthly,  such  benefit may be paid
quarterly,  semi-annually,  or  annually,  as  determined  by Ashland to be
administratively convenient.

     6.  SURVIVOR  BENEFIT.  In the event a retiree who was eligible  under
Section 2 for the  benefit  under  Section  3(i) dies,  leaving a surviving
spouse, before electing an optional form of payment under paragraph (ii) of
Section  4  and  before  the  date  such  an  election  would  have  become
irrevocable  under  paragraph  (i) of Section 4, then such retiree shall be
deemed to have - (i)  elected  the joint and 100%  survivor  income  option
under  sub-paragraph  (D) of  paragraph  (ii) of  Section 4; (ii) named his
spouse as the 100% contingent annuitant; (iii) terminated employment on the
day before his death (for  reasons  other than  death);  and (iv)  survived
until the day after the date as of which such benefit would have commenced.
In the event a retiree  who was  eligible  under  Section 2 for the benefit
under Section 3(ii) dies,  leaving a surviving  spouse,  before electing an
optional form of payment under  paragraph  (ii) of Section 4 and before the
date such an election would have become  irrevocable under paragraph (i) of
Section 4, then such  surviving  spouse  shall be  entitled to the lump sum
amount of the  benefit as  calculated  under  Section  3(ii) and payable no
later than the time such a benefit  would have to be paid under the Ashland
Pension  Plan.  If  such a  retiree  dies  under  the  foregoing  described
circumstances  without  leaving a  surviving  spouse,  then the  benefit so
computed under Section 3(ii) shall be paid to the  beneficiary to whom such
retiree's  Retirement  Growth Account  balance is payable under the Ashland
Pension Plan.

     7. COSTS. In appropriate cases, Ashland may cause an affiliate to make
the payment (or an allocable  portion thereof) called for by the Plan
directly to the person eligible to receive such payments.

<PAGE>


     8.  CONFIDENTIALITY  AND NO  COMPETITION  All benefits  under the Plan
shall be  forfeited by anyone who  discloses  confidential  information  to
others outside of Ashland's  organization without the prior written consent
of Ashland or who accepts,  during a period of five (5) years following his
or her retirement, any employment or consulting activity which is in direct
conflict  with the  business  of Ashland at such time.  Such  determination
shall be made in the sole discretion of Ashland. A breach of this Section 8
shall result in an immediate  forfeiture of benefits payable to any retiree
under the Plan.

     9.  LOST   PARTICIPANT/BENEFICIARY.   In  the  event  Ashland,   after
reasonable  effort,  is unable  to  locate a person  to whom a  benefit  is
payable under the Plan, such benefit shall be forfeited; provided, however,
that such benefit shall be reinstated  (in the same amount and form as that
of the benefit  forfeited without any obligation to pay amounts which would
otherwise have  previously  come due) upon proper claim made by such person
prior to termination of the Plan.

     10. Miscellaneous.

     (i) The obligations of Ashland and any affiliate  thereof with respect
to benefits  under this Plan  constitute  merely the  unsecured  promise of
Ashland  and/or its  affiliates,  as the case may be, to make the  payments
provided  for in this Plan.  No property of Ashland or any  affiliate is or
shall,  by reason of the Plan,  be held in trust or be deemed to be held in
trust for any person and any participant or beneficiary under the Plan, the
estate of either of them and any  person  claiming  under or  through  them
shall not have, by reason of the Plan, any right,  title or interest of any
kind in or to any property of Ashland and its affiliates. To the extent any
person has a right to receive  payments under the Plan, such right shall be
no greater than the right of any unsecured  general creditor of Ashland/ or
its affiliates.

     (ii) Ashland shall administer the Plan.  Ashland shall have full power
and  authority to amend,  modify,  or terminate the Plan and shall have all
powers and the  discretion  necessary and convenient to administer the Plan
in accordance with its terms, including, but not limited to, all necessary,
appropriate, discretionary and convenient 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 construe  and  interpret  provisions  of the Plan,  make  determinations
regarding law and fact, 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
interpretations  of the Plan  and  documents  associated  with the Plan and
questions  concerning its administration and application,  as determined by
Ashland, shall be binding on all persons having an interest under the Plan.
Ashland may delegate (and may give to its delegatee the power and authority
to redelegate) to any person or persons any  responsibility,  power or duty
under the Plan.  Decisions  of  Ashland  or its  delegatee  shall be final,
conclusive, and binding on all parties.

<PAGE>


     (iii) Except as expressly allowed pursuant to Sections 3 and 4 of this
Plan in regard  to the form of  benefit  option  and in  connection  with a
division of property under a domestic relations proceeding under state law,
no right or interest of of any person  entitled to a benefit under the Plan
shall be subject to involuntary  alienation,  assignment or transfer of any
kind. A person entitled to a benefit under this Plan may voluntarily assign
his or her rights under the Plan.  Ashland,  the Committee and any of their
delegates shall not review, confirm,  guarantee or otherwise comment on the
legal validity of any voluntary  assignment.  Ashland and its delegates may
review,  provide  recommendations  and approve submitted domestic relations
orders using procedures  similar to those that apply to qualified  domestic
relations  orders under the Ashland Pension Plan.  Ashland or any affiliate
may,  however,  offset or cause an offset to be made against any payment to
be made under the Plan in regard to amounts  due and owing from such person
to Ashland or any  affiliate.  Notwithstanding  anything to the contrary in
this paragraph (iii), legally required tax withholding on benefit payments,
the  recovery,  by any  means,  of  previously  made  overpayments  of Plan
benefits,  or the direct  deposit  of Plan  benefit  payments  in a bank or
similar account,  provided that such direct deposits are allowed by Ashland
in the  administration of the Plan and provided that such direct deposit is
not part of an arrangement constituting an assignment or alienation,  shall
not be considered to be prohibited under this paragraph (iii).

     (iv) No amount paid or payable  under the Plan shall be deemed  salary
or other compensation to any employee for the purpose of computing benefits
to which  such  employee  or any other  person  may be  entitled  under any
employee benefit plan of Ashland or any affiliate.

<PAGE>


     (v) To the extent that state law shall not have been preempted by
ERISA or any other law of the United States,  the Plan shall be governed by
the laws of the Commonwealth of Kentucky.

     (vi) The Plan described herein shall amend and supersede, as of July
1, 2003,  all provisions in the Ashland Inc.  Nonqualified  Pension Plan as
Amended,  dated as of  September  19, 1996,  except as  otherwise  provided
herein  and  further  excepting  that the  rights of former  employees  who
terminated employment,  retired, or became disabled prior to the day before
the effective  date hereof shall be governed by the terms of the Plan as in
effect  at the  time of such  termination  of  employment,  retirement,  or
disability, unless otherwise provided herein.

     11. CHANGE IN CONTROL.  Notwithstanding  any provision of this Plan to
the contrary,  in the event of a Change in Control (as defined  hereinafter
in this Section  11), any employee who would or will meet the  requirements
of Section 2,  except  that such  employee  has not or is not  eligible  to
retire or  terminate  with a vested  early,  normal or deferred  retirement
benefit under any Affected  Plan,  shall be deemed to have a vested benefit
hereunder,  regardless of when such employee actually retires and commences
benefits under an Affected Plan and such  entitlement  shall be vested from
and after the time of such Change in Control.  Ashland  shall  reimburse an
employee for legal fees and expenses  incurred if he or she is required to,
and is  successful  in,  seeking to obtain or enforce  any right to payment
pursuant to the Plan after a Change in Control.  In the event that it shall
be  determined  that such  employee is properly  entitled to the payment of
benefits  hereunder,  such  employee  shall also be  entitled  to  interest
thereon  payable  in an amount  equivalent  to the prime  rate of  interest
(quoted by  Citibank,  N.A.  as its prime  commercial  lending  rate on the
latest date  practicable  prior to the date of the actual  commencement  of
payments)  from the date  such  payment(s)  should  have  been  made to and
including the date it is made.  Notwithstanding  any provision of this Plan
to the  contrary,  the Plan may not be  amended  after a Change in  Control
without the  written  consent of a majority  of the Board of  Directors  of
Ashland  (hereinafter  "Board") who were  directors  prior to the Change in
Control. For purposes of this Section 11, Change in Control shall be deemed
to occur (1) upon  approval  of the  shareholders  of  Ashland  (or if such
approval  is not  required,  upon the  approval  of the  Board)  of (A) any
consolidation or merger of Ashland, other than a consolidation or merger of
Ashland into or with a direct or indirect wholly-owned subsidiary, in which
Ashland is not the continuing or surviving corporation or pursuant to which
shares of Common Stock would be converted  into cash,  securities  or other
property  other  than a  merger  in  which  the  holders  of  Common  Stock
immediately prior to the merger will have the same proportionate  ownership
of common stock of the surviving corporation  immediately after the merger,
(B) any sale, lease,  exchange,  or other transfer (in one transaction or a
series of related  transactions) of all or substantially  all the assets of
Ashland, provided, however, that no sale, lease, exchange or other transfer
of all or substantially  all the assets of Ashland shall be deemed to occur
unless  assets  constituting  80%  of  the  total  assets  of  Ashland  are
transferred pursuant to such sale, lease exchange or other transfer, or (C)
adoption of any plan or proposal  for the  liquidation  or  dissolution  of
Ashland, (2) when any person (as defined in Section 3(a)(9) or 13(d) of the
Exchange  Act),  other than Ashland or any  subsidiary or employee  benefit
plan or trust maintained by Ashland,  shall become the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,  of
more than 15% of Ashland's  Common Stock  outstanding at the time,  without
the  approval  of the  Board,  or (3) at any time  during  a period  of two
consecutive  years,  individuals  who  at  the  beginning  of  such  period
constituted  the Board shall cease for any reason to  constitute at least a
majority  thereof,  unless the election or the  nomination  for election by
Ashland's shareholders of each new director during such two-year period was
approved by a vote of at least  two-thirds of the  directors  then still in
office  who  were  directors  at the  beginning  of such  two-year  period.
Notwithstanding the foregoing, any transaction,  or series of transactions,
that shall  result in the  disposition  of  Ashland's  interest in Marathon
Ashland Petroleum LLC, including without limitation any transaction arising
out of that certain Put/Call,  Registration Rights and Standstill Agreement
dated January 1, 1998 among Marathon Oil Company, USX Corporation,  Ashland
and Marathon Ashland Petroleum LLC, as amended from time to time, shall not
be deemed to constitute a Change in Control.

<PAGE>


     12 (a)  INITIAL  CLAIM - NOTICE OF DENIAL.  If any claim for  benefits
(within the meaning of section 503 of ERISA) is denied in whole or in part,
Ashland  (which  shall  include  Ashland or its  delegate  throughout  this
Section 12) will provide  written  notification  of the denied claim to the
participant or beneficiary, as applicable,  (hereinafter referred to as 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:

     (i) The reasons for the denial.

     (ii)  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.

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

     (iv) 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 ERISA (ERISA - ss.29
U.S.C. 1132). The claimant must complete the Plan's appeal procedure 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.

     (b) APPEAL OF DENIED CLAIM.  The claimant may file a written appeal of
a denied claim with Ashland in such manner as determined from time to time.
Ashland is the named  fiduciary  under ERISA for  purposes of the appeal of
the denied claim.  Ashland may delegate its authority to rule on appeals of
denied  claims and any person or persons or entity to which such  authority
is delegated may  re-delegate  that  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.

<PAGE>


     The claimant may submit  materials and other  information  relating to
the claim.  Ashland 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  Ashland   designates  a  committee  as  the
appropriate  named  fiduciary  for  purposes of deciding  appeals of denied
claims.  For the special rules to apply,  the 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 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 5 days after the meeting
at which the decision is made.

<PAGE>


     Whether the  decision  on the appeal is made by a committee  or not, a
denial of the appeal will include:

     (i) The reasons for the denial.

     (ii)  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.

     (iii) 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.

     (iv)  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 ERISA (ERISA - ss.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. The decision regarding
a denied  claim is final and  binding on all those who are  affected by the
decision. No additional appeals regarding that claim are allowed.

         IN WITNESS WHEREOF, this amendment and restatement of the Plan is
executed this 1st day of July, 2003.


ATTEST:                            ASHLAND INC.



/s/ Richard P. Thomas              By: /s/ Susan Esler
------------------------           --------------------------------
  Secretary                        Vice President Human Resources -
                                   Programs and Services


<PAGE>

