
                                                                Exhibit 10.3
                          ELEVENTH AMENDED AND RESTATED
                                  ASHLAND INC.
                       SUPPLEMENTAL EARLY RETIREMENT PLAN
                              FOR CERTAIN EMPLOYEES
                     JULY 1, 2003 AND AS AMENDED THEREAFTER

ARTICLE I.        PURPOSE AND EFFECTIVE DATE.
---------         --------------------------
1.01     PURPOSE

     The  purpose of the Plan is to allow  designated  employees  to retire
prior to their sixty-fifth  birthday without an immediate  substantial loss
of income. This Plan is a supplemental  retirement arrangement for a select
group of management.

1.02     EFFECTIVE DATE

     The Eleventh  Amended and Restated  Ashland  Inc.  Supplemental  Early
Retirement  Plan for Certain  Employees is amended and  restated  effective
July 1, 2003.  This amended and restated Plan supercedes all prior versions
of this Plan  that  were  effective  on or  before  July 1, 2003  regarding
Effective  Retirement Dates that occur on or after such date, except as may
otherwise  be provided  herein.  Employees  on June 30, 2003 that are in an
employment classification that potentially makes them eligible for the Plan
and that - are at least  age 55 on June 30,  2003;  or the sum of whose Age
and Continuous Service is 80 (hereinafter  called Transition  Participants)
shall remain subject to the terms of the Plan in effect before July 1, 2003
addressing the calculation and amount of benefits.  These Employees  shall,
however,  be subject to the other  changes  that are  effective  on July 1,
2003,  such as those  addressing  the vesting of benefits and the change to
the  Effective  Retirement  Date.  The  rights  and  obligations  of former
Employees  receiving Plan benefits before July 1, 2003 shall be governed by
the terms of the Plan in effect at the time of each such former  Employee's
Effective  Retirement Date, unless otherwise determined by the Committee in
its sole discretion.

ARTICLE II.       DEFINITIONS.
----------        -----------

     The  following  terms used herein  shall have the  following  meanings
unless the context otherwise requires:

     2.01  "AGE"  -  means  the age of an  Employee  as of his or her  last
birthday,  except as may otherwise be provided under Sections 5.01 and 5.02
in the event of a Change in Control.

     2.02  "ANNUAL  RETIREMENT  INCOME" - means the annual  income  payable
under this Plan by Ashland for the lifetime of a Participant  commencing on
such Participant's  Effective Retirement Date and ending on his or her date
of death, subject to the provisions of Section 5.04.

     2.03  "ASHLAND"  - means  Ashland  Inc.  and  its  present  or  future
subsidiary corporations.

     2.04  "BOARD"  - means  the  Board of  Directors  of  Ashland  and its
designees.

     2.05 "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.

     2.06 "COMMITTEE" - means the Personnel and  Compensation  Committee of
the Board and its designees.

     2.07 "CONTINUOUS SERVICE" - means Continuous Service as defined in the
Ashland Inc. and Affiliates  Pension Plan,  except as the  determination of
Continuous Service is modified for purposes of this Plan.

     2.08  "EFFECTIVE  RETIREMENT  DATE" - means:  (a) AFTER JUNE 30, 2003.
After June 30, 2003, the Effective Retirement Date of an Employee that is a
Participant  under Section 3.01 is whichever of the following  applies,  so
long as the Participant has at least five years of Continuous Service.  (1)
The Effective  Retirement  Date is the first day of the month following the
date a Participant incurs a Termination of Employment - (i) on or after the
date the sum of the Participant's Age and Continuous Service is 80; or (ii)
on or after the date the  Participant  attains  Age 55.  (2) The  Effective
Retirement  Date of a Participant  that incurs a Termination  of Employment
before  the  dates  specified  in (1)  above is the  first day of the month
following the date the  Participant  attains Age 55.

     (b) CHANGE IN CONTROL. The Effective Retirement Date in the event of a
Change  in  Control  of a  Participant  considered  to be a  Level  I or II
participant  in the  Incentive  Compensation  Plan  who  has an  Employment
Agreement  shall  be  the  first  day  of  the  month  following  (i)  such
Participant's  termination  for  reasons  other  than  "Cause" or (ii) such
Participant's  resignation for "Good Reason." The Effective Retirement Date
in the event of a Change in Control  of a  Participant  considered  to be a
Level III, IV or V participant in the Incentive  Compensation  Plan, or who
is  considered  to  be a  Level  I  or  II  participant  in  the  Incentive
Compensation Plan and who does not have an Employment  Agreement,  shall be
the first day of the month  following such  Participant's  termination  for
reasons other than "Cause". For Participant's who do not have an Employment
Agreement  with Ashland,  "Cause" shall have the meaning given to that word
in Section  3.02.  In the event a Change in Control  occurs  after June 30,
2003, all Participants  shall be completely  vested in their Plan benefits,
regardless of the number of their years of Continuous Service

     2.09  "EMPLOYEE" - means,  effective after June 30, 2003, a common law
employee of Ashland.

     2.10 "EMPLOYMENT AGREEMENTS" - means those contractual agreements,  in
effect from time to time, which are approved by the Board and which provide
an Employee with a specified period of employment and other benefits.

     2.11 "FINAL  AVERAGE  BONUS" - means the  Participant's  average bonus
paid under the Incentive Compensation Plan (including amounts that may have
been deferred)  during the highest  thirty-six (36) months out of the final
eighty-four-month  (84) period.  For Effective  Retirement Dates after June
30, 2003, the calculation of the eighty-four month period shall be measured
back from the Participant's Termination of Employment that is nearest to or
which is coincident with the  Participant's  Effective  Retirement Date. If
the Participant  becomes classified below a Level V Employee after June 30,
2003 and before the  Termination of Employment  identified in the preceding
sentence, then the date of such change in classification is substituted for
the said  Termination  Date.  For these  purposes,  the "bonus  paid" for a
particular  month within a particular  fiscal year under such plan shall be
equal to the amount of such bonus  actually  paid  (regardless  of the date
paid,  but  excluding any  adjustment  for the deferral of such payment) to
such  Participant  on account of such fiscal year  divided by the number of
months  contained  in such fiscal year which were used in  determining  the
amount of such bonus actually paid to such Participant. The bonus paid that
is used compute the average  described in this Section 2.11 shall only be a
bonus that is paid to the Participant when such Participant is considered a
Level III, IV or V participant in the Incentive Compensation Plan.

     2.12  "FINAL   AVERAGE   COMPENSATION"   -  means  the  average  total
compensation  paid  during the  highest  thirty-six  months (36) out of the
final  eighty-four-month  (84) period. For Effective Retirement Dates after
June 30, 2003,  the  calculation of the  eighty-four  month period shall be
measured back from the  Participant's  Termination  of  Employment  that is
nearest  to  or  which  is  coincident  with  the  Participant's  Effective
Retirement Date, provided that the Termination of Employment occurred after
June 30,  2003.  If the  Participant  becomes  classified  below a Level II
Employee  after  June 30,  2003 and before the  Termination  of  Employment
identified  in the  preceding  sentence,  then the date of such  change  in
classification  is  substituted  for the said  Termination  Date. For these
purposes,  "total  compensation paid" is the sum of the "compensation paid"
and the "bonus paid" during a particular month.  "Compensation  paid" shall
be the base  rate of  compensation  for such  Participant  in effect on the
first day of such calendar month.  "Bonus paid" shall have the same meaning
as set forth in Section  2.11. In the event a payment is due under the Plan
after a Change in Control because the Participant was terminated other than
for "Cause" or resigned for "Good Reason," the calculation of Final Average
Compensation  shall  include  the  amount  paid  under  such  Participant's
Employment  Agreement.  The amount so paid shall be divided by 36 to derive
the monthly "total compensation paid" it represents. The total compensation
paid that is used compute the average  described in this Section 2.12 shall
only be  total  compensation  that is paid  to the  Participant  when  such
Participant  is  considered a Level I or II  participant  in the  Incentive
Compensation Plan.

     2.13 "INCENTIVE  COMPENSATION PLAN" - means the Ashland Inc. Incentive
Compensation Plan or the Ashland Inc.  Incentive  Compensation Plan for Key
Executives, as applicable, including any successor to such plans.

     2.14 "PARTICIPANT" - means for Effective  Retirement Dates before July
1, 2003 an Employee who was approved for participation in the Plan pursuant
to Article III or Section 5.06, as they existed at the applicable time. For
Effective  Retirement  Dates  after  June 30,  2003,  Participant  means an
Employee that meets the applicable  requirements of Article III and who has
not incurred a Termination of Employment  for Cause,  as defined in Section
3.02. A former  Employee that did not incur a Termination of Employment for
Cause and who has a benefit  being paid or payable  from the Plan is also a
Participant.

     2.15 "PLAN" - means the  Eleventh  Amended and  Restated  Ashland Inc.
Supplemental  Early  Retirement  Plan for  Certain  Employees  as set forth
herein.

     2.16  "SERVICE"  - means the number of years and  fractional  years of
employment  by Ashland of an Employee,  measured  from the first day of the
month  coincident  with  or  next  succeeding  his or her  initial  date of
employment up to and including such Employee's  Effective  Retirement Date.
For purposes of this Section  2.16,  Service  shall  include an  Employee's
employment  with a  subsidiary  or an affiliate  of Ashland  determined  in
accordance  with rules from time to time  adopted or approved by the Board,
or its delegate.  Effective July 1, 2003, Service shall be calculated based
on the rules for calculating  Periods of Service under the Ashland Inc. and
Affiliates Pension Plan, except as the determination of Service is modified
for purposes of this Plan.

     2.17  "TERMINATION  OF EMPLOYMENT" - means the date an Employee ceases
to be an Employee of Ashland.

ARTICLE III.      PARTICIPATION IN PLAN.
-----------       ---------------------

     Eligibility for benefits shall be determined as follows:

3.01     PARTICIPATION AFTER JUNE 30, 2003

     Effective  after  June  30,  2003,  approval  shall  no  longer  be  a
prerequisite  for an  Employee  to become a  Participant  in the Plan.  All
Employees  classified on the records of Ashland on or after July 1, 2003 as
a Level I, II, III, IV or V Employee  or under any  equivalent  designation
shall be Participants  in the Plan.  After earning five years of Continuous
Service, whether such service is in whole or in part before July 1, 2003 or
after  June 30,  2003,  a  Participant  shall be  completely  vested in the
applicable benefit under Plan. The determination of whether a Level III, IV
or V Employee  receives a reduced  benefit for  commencement  before age 62
under Section 5.02(c) is made based on the Employee's  deemed status on the
Effective  Retirement  Date.  Notwithstanding  such vesting,  a Participant
forfeits  the  right  to  receive  any  benefit  under  this  Plan  if  the
Participant  incurs a Termination  of Employment  for Cause,  as defined in
Section 3.02. A Participant  may also forfeit the right to the Plan benefit
and may have to repay a prior  distribution  pursuant to the  provisions of
Section 4.04.

3.02     TERMINATION FOR CAUSE

     Ashland  reserves the right to terminate any  Participant  for "Cause"
prior to his or her Effective  Retirement Date, with a resulting forfeiture
of the payment of benefits under the Plan.  Ashland also reserves the right
to  terminate  any  Participant's  participation  in the Plan  for  "Cause"
subsequent to his or her Effective  Retirement  Date.  For purposes of this
Section 3.02,  "Cause" shall mean the willful and  continuous  failure of a
Participant  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 a  Participant  in gross  misconduct
materially and demonstrably  injurious to Ashland, each to be determined by
Ashland in its sole discretion.

3.03     AUTOMATIC VESTING FOR CHANGE IN CONTROL

     Subject to the  provisions  of Article VI, in the event of a Change in
Control (as  defined in Section  2.05),  an Employee  who is deemed to be a
Level I, II, III, IV or V participant under the Incentive Compensation Plan
shall  automatically be completely vested in their benefits,  regardless of
the number of their years of Continuous Service.

ARTICLE IV.       INTERACTION WITH EMPLOYMENT AGREEMENTS.
----------        --------------------------------------

4.01     TERMINATIONS - GENERAL

     Notwithstanding  any  provision  of  this  Plan  to the  contrary,  an
Employee who has entered into an Employment  Agreement with Ashland and who
is either  terminated  without  "Cause"  prior to a "change  in  control of
Ashland" or is  terminated  without  "Cause" or resigns  for "Good  Reason"
following a "change in control of Ashland"  (each quoted term as defined in
the  applicable  employment  agreement)  shall be  entitled  to receive the
benefits as provided  pursuant to this Plan.  Benefits payable hereunder in
such a situation  shall be calculated in accordance with the payment option
selected by the Employee at such time.

4.02     BENEFITS PRIOR TO "CHANGE IN CONTROL."

         If the Employee's termination is without "Cause" prior to a "change in
         control of Ashland," the benefits payable hereunder shall commence no
         earlier than as of the first day of the calendar month coincident with
         or next following the second anniversary following the Employee's "Date
         of Termination" (as defined in the applicable employment agreement);
         however, if the Employee elects to receive such benefits in a lump sum
         as provided in Section 5.04(b)(1), such benefits shall commence and be
         payable as therein specified.

4.03     BENEFITS SUBSEQUENT TO A "CHANGE IN CONTROL."

     If the Employee's  termination is without "Cause" or he or she resigns
for "Good  Reason"  following  a "change in control of  Ashland,"  benefits
payable  hereunder  shall begin as of the first day of the  calendar  month
next following the Participant's Effective Retirement Date.

4.04     SUBSEQUENT ACTIVITY IN CONFLICT WITH ASHLAND

     The  provisions  of this Section 4.04 shall apply to Level I, II, III,
IV and V  Participants,  regardless  of whether such a  Participant  has an
Employment Agreement; except that the provisions of this Section 4.04 shall
not apply to any  Participant  after a Change in Control.  If a Participant
accepts,  during  a  period  of five  (5)  years  subsequent  to his or her
Effective  Retirement Date, any consulting or employment  activity which is
in direct and  substantial  conflict  with the  business of Ashland at such
time (such determination  regarding  conflicting activity to be made in the
sole  discretion of the Board),  he or she shall be considered in breach of
the provisions of this Section 4.04; provided, however, he or she shall not
be  restricted  in any manner  with  respect  to any other  non-conflicting
activity in which he or she is engaged.

     If a Participant  wishes to accept  employment or consulting  activity
which may be  prohibited  under this Section  4.04,  such  Participant  may
submit to Ashland written notice (Attention: Vice President Human Resources
- Programs and  Services) of his or her wish to accept such  employment  or
consulting activity.  If within ten (10) business days following receipt of
such notice Ashland does not notify the Participant in writing of Ashland's
objection to his or her accepting such  employment or consulting  activity,
then such Participant shall be free to accept such employment or consulting
activity  for the period of time and upon the basis set forth in his or her
written request.

     In the event the  provisions  of this  Section  4.04 are breached by a
Participant,  the  Participant  shall  not be  entitled  to any  additional
periodic  payments  hereunder  and shall be liable to repay to Ashland  all
amounts such  Participant  received prior to such breach.  If a Participant
who  breaches  the  provisions  of this  Section  4.04  received a lump sum
distribution of his or her benefit prior to such breach,  such  Participant
shall be liable to repay to Ashland the amount of such  distribution.  If a
Participant  who breaches the  provisions of this Section 4.04 deferred all
or any  part of a lump  sum  distribution  hereunder  to the  Ashland  Inc.
Deferred Compensation Plan, the amount so deferred shall be forfeited,  and
if any amount of the amount so deferred  was  distributed  from the Ashland
Inc. Deferred  Compensation Plan before the breach occurred,  the amount so
distributed shall be repaid to Ashland. Any repayment of benefits hereunder
shall be assessed  interest at the rate applicable for the calculation of a
lump sum payment  under  Section  5.04(b) for the month in which the breach
occurs,  with such interest  compounded monthly from the month in which the
breach  occurs to the month in which  such  repayment  is made to  Ashland.
Ashland shall have  available to it all other remedies at law and equity to
remedy a breach of this Section 4.04.

ARTICLE V.        RETIREMENT INCOME AND OTHER BENEFITS.
---------         ------------------------------------
5.01     LEVELS I AND II.

     The Transition  Participants  described in Section 1.2 that are deemed
to be Level I or II participants under the Incentive  Compensation Plan are
eligible to receive Annual Retirement Income equal to:

(a) PRE-AGE 62 BENEFIT

     A  Transition  Participant  who retires  under this Plan,  including a
Transition  Participant  to whom the  provisions  of paragraph  (d) of this
Section  5.01 apply,  shall  receive an Annual  Retirement  Income from and
after  the  first  day of the  calendar  month  next  following  his or her
Effective  Retirement  Date  until  the end of the month in which he or she
attains  age 62 equal to the  greater of (1) the  amounts  provided  in the
following   schedule   or  (2)   50%   of   Final   Average   Compensation.
Notwithstanding  the  previous  sentence,  in  the  event  such  Transition
Participant  retired  with  less  than 20 years  of  Service,  such  Annual
Retirement  Income shall be  multiplied  by a fraction (A) the numerator of
which is such  Transition  Participant's  years of and fractional  years of
Service, and (B) the denominator of which is twenty (20).

                                                                       % OF
                  RETIREMENT                                      COMPENSATION

                  1st    -   Year After Effective                       75%
                             Retirement Date
                  2nd    -          "                                   70%
                  3rd    -          "                                   65%
                  4th    -          "                                   60%
                  5th    -          "                                   55%
                  6th    -   Year and thereafter                        50%
                             to Age 62

     For purposes of this Section 5.01(a),  "% of Compensation"  shall mean
the  annualized  average  of  the  Transition  Participant's  base  monthly
compensation rates (excluding incentive awards, bonuses, and any other form
of  extraordinary  compensation)  in effect with  respect to Ashland on the
first day of the thirty-six  (36)  consecutive  calendar  months which will
give the highest  average out of the one-hundred  twenty (120)  consecutive
calendar  month period  ending on the  Transition  Participant's  Effective
Retirement Date.

     (b) AGE 62 BENEFIT AND THEREAFTER

     From and after the first day of the calendar  month next following his
or her Effective Retirement Date, or the attainment of age 62, whichever is
later, the Transition Participant's Annual Retirement Income shall be equal
to 50% of Final Average Compensation;  provided, however, that in the event
such  Transition  Participant  retired  with less than 20 years of Service,
such Annual  Retirement  Income shall be 50% of Final Average  Compensation
multiplied  by a fraction  (A) the  numerator  of which is such  Transition
Participant's  years  of and  fractional  years  of  Service,  and  (B) the
denominator of which is twenty (20).

     (c) BENEFIT REDUCTION

     The  amount of  benefit  provided  in  paragraphs  (a) and (b) of this
Section 5.01 shall be reduced by the sum of the following:

     (1) the  Transition  Participant's  benefit under the Ashland Inc. and
Affiliates  Pension  Plan  (the  "Pension  Plan")  (assuming  50%  of  such
Transition  Participant's account under the Ashland Inc. Leveraged Employee
Stock Ownership Plan were transferred to the Pension Plan, as allowed under
the terms of each of the said plans and disregarding any benefit assignment
under an approved  qualified  domestic relations order affecting either the
Pension Plan or the Ashland Inc.  Leveraged Employee Stock Ownership Plan),
determined on the basis of a single life annuity form of benefit;

     (2) the  Transition  Participant's  benefit  under any  other  defined
benefit pension plan qualified under Section 401(a) of the Internal Revenue
Code of 1986,  as amended  which is  maintained  by Ashland,  determined by
disregarding any benefit  assignment under an approved  qualified  domestic
relations  order and on the basis of a single life  annuity form of benefit
(said plans referred to in sub-paragraphs (1) and (2) of this paragraph (c)
are hereinafter referred to jointly and severally as the "Affected Plans");

     (3) the  Transition  Participant's  benefit  under  the  Ashland  Inc.
Nonqualified  Excess  Benefit  Pension  Plan,  determined on the basis of a
single life annuity form of benefit; and

     (4) the Transition  Participant's benefit under the Ashland Inc. ERISA
Forfeiture  Plan  attributable  to amounts which were  forfeited  under the
Ashland Inc.  Leveraged  Employee Stock Ownership Plan,  multiplied by 50%,
and determined on the basis of a single life annuity benefit.

     In the event a Transition Participant's benefit hereunder is paid as a
lump sum pursuant to an election under Section 5.04(b)(1), the reduction to
such benefit shall be calculated based upon the lump sum actuarial  present
value  of  the  benefits  referred  to in  subparagraphs  (1)-(4)  of  this
paragraph  (c).  For  distributions  commencing  after May 31,  2001,  such
calculation  shall be conducted on the basis that the benefits  referred to
in said  subparagraphs  (1)-(4)  commence  at the same time as of which the
benefit  in  this  Plan  is  paid  as a  lump  sum,  using  the  Transition
Participant's  attained  age at  the  time  of  such  commencement,  unless
otherwise required in paragraph (d) of this Section 5.01.

     (d) BENEFIT AFTER A CHANGE IN CONTROL

     (1) PARTICIPANTS HAVING EMPLOYMENT AGREEMENTS. A Participant having an
Employment  Agreement who either is terminated  without  "Cause" or resigns
for "Good Reason" after a Change in Control shall have the benefit  payable
under this Section 5.01 computed by adding 3 years to the Participant's Age
and Service at the Participant's Effective Retirement Date. These additions
to Age and Service shall, except as otherwise provided,  apply for purposes
of  computing  the  single  life  annuity  payment to the  Participant,  if
applicable.  A Participant subject to this paragraph (d)(1) whose Effective
Retirement Date occurs before  attaining an actual age of 55 shall have the
3 year addition to Age apply when converting the single life annuity amount
(if applicable) to any permitted optional form under this Article V. If the
Effective Retirement Date of a Participant subject to this paragraph (d)(1)
occurs on or after the  Participant  attains an actual age of 55,  then the
Participant's  actual  age shall be used  when  making  such a  conversion.
Notwithstanding  anything to the contrary contained herein, when converting
a  Participant's  single life annuity (if applicable) to a lump sum payment
option, the Participant's actual age shall be used without reference to the
additional  3 years.  If the addition of 3 years to the  Participant's  age
results in an Age less than 55 and the  Participant  commences the benefit,
the amount of the  benefit  shall be adjusted to account for the fact it is
paid before the  Participant's  attainment of Age 55. This adjustment shall
be based upon the early retirement table in Section 6.2 of the Ashland Inc.
and  Affiliates  Pension  Plan as it existed on September  30,  1999.  When
applying this table under these circumstances,  age 55 shall be substituted
for age 62 and  adjustments  for ages younger than those on the table shall
be  reasonably  determined  by an actuary or actuarial  firm who  regularly
performs services in connection with the Plan.

     (2) PARTICIPANTS WITHOUT EMPLOYMENT AGREEMENTS.  A Participant without
an Employment Agreement who is terminated without "Cause" after a Change in
Control shall have the benefit  payable under this Section 5.01 computed by
adding the applicable  amount to the  Participant's  Age and Service at the
Participant's Effective Retirement Date. For these purposes, the applicable
amount is derived from the following table.

<TABLE>
<CAPTION>


    LENGTH OF PARTICIPANT'S SERVICE AT SEPARATION FROM                           NUMBER OF YEARS
                        EMPLOYMENT                                           (THE APPLICABLE AMOUNT)
<S>                                                          <C>
------------------------------------------------------------ ---------------------------------------------------------
Up to 5 years                                                3 months
------------------------------------------------------------ ---------------------------------------------------------
More than 5 and up to 10 years                               6 months
------------------------------------------------------------ ---------------------------------------------------------
More than 10 and up to 15 years                              1 year
------------------------------------------------------------ ---------------------------------------------------------
More than 15 and up to 20 years                              1 year and 6 months
------------------------------------------------------------ ---------------------------------------------------------
More than 20 years                                           2 years
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
     These  additions  to  Age  and  Service  shall,  except  as  otherwise
provided,  apply for purposes of computing the single life annuity  payment
(if applicable) to the Participant. A Participant subject to this paragraph
(d)(2) whose Effective  Retirement  Date occurs before  attaining an actual
age of 55 shall have the applicable amount added to such  Participant's Age
apply when converting the single life annuity amount (if applicable) to any
permitted  optional form under this Article V. If the Effective  Retirement
Date of a Participant  subject to this paragraph  (d)(2) occurs on or after
the Participant attains an actual age of 55, then the Participant's  actual
age shall be used when making such a conversion.  Notwithstanding  anything
to the contrary  contained herein,  when converting a Participant's  single
life  annuity  (if   applicable)  to  a  lump  sum  payment   option,   the
Participant's actual age shall be used without reference to the addition of
the  applicable  amount.  If the addition of the  applicable  amount to the
Participant's  age  results  in an Age  less  than 55 and  the  Participant
commences  the  benefit,  the amount of the  benefit  shall be  adjusted to
account for the fact it is paid before the Participant's  attainment of Age
55.  This  adjustment  shall be based  upon the early  retirement  table in
Section 6.2 of the Ashland Inc. and  Affiliates  Pension Plan as it existed
on September 30, 1999. When applying this table under these  circumstances,
age 55 shall be  substituted  for age 62 and  adjustments  for ages younger
than those on the table  shall be  reasonably  determined  by an actuary or
actuarial firm who regularly performs services in connection with the Plan.

     (e) BENEFIT AFTER JUNE 30, 2003. Subject to the applicable  provisions
of paragraph (d) above,  the vested benefit payable to a Participant on the
Effective  Retirement  Date for the  period  such  Participant  was  deemed
classified as a Level I or II  participant  in the  Incentive  Compensation
Plan is equal to 25% of Final Average  Compensation  multiplied by years of
Service  not to  exceed  20 years of  Service.  Service  includes  full and
fractional years. There is no reduction for commencement  before age 62 and
there is no increase for commencement  after age 62. The normal form of the
benefit so computed is a single  lump sum  payment.  The benefit so payable
shall be reduced by the actuarially  equivalent (as defined below) lump sum
benefit from the following  plans from which the Participant is entitled to
a distribution:

     (1) the Ashland Inc. and Affiliates  Pension Plan (the "Pension Plan")
(assuming  50% of such  Participant's  account - if any - under the Ashland
Inc.  Leveraged  Employee  Stock  Ownership  Plan were  transferred  to the
Pension  Plan,  as  allowed  under the terms of each of the said  plans and
disregarding any benefit  assignment under an approved  qualified  domestic
relations  order  affecting  either the Pension  Plan or the  Ashland  Inc.
Leveraged Employee Stock Ownership Plan);

     (2) the benefit under any other defined benefit pension plan qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended which
is maintained by Ashland, determined by disregarding any benefit assignment
under an approved  qualified  domestic relations order (said plans referred
to in  sub-paragraphs  (1) and (2) of this  paragraph  (e) are  hereinafter
referred to jointly and severally as the "Affected Plans");

     (3) the benefit  under the Ashland Inc.  Nonqualified  Excess  Benefit
Pension Plan; and

     (4)  the  benefit  under  the  Ashland  Inc.  ERISA   Forfeiture  Plan
attributable  to  amounts  which  were  forfeited  under the  Ashland  Inc.
Leveraged Employee Stock Ownership Plan, multiplied by 50%.

     Effective  for  benefits  payable  to any  Participant  that  is not a
Transition Participant,  actuarial equivalence shall be determined using an
interest  rate  assumption  of 8% and using the Section  415/417  Mortality
Table  in  the  Ashland  Inc.  and  Affiliates   Pension  Plan.   Actuarial
equivalence shall be determined as of the Effective Retirement Date.

     (f) CHANGES IN STATUS.

     (1) Subject to the  applicable  provisions of paragraph  (d) above,  a
Participant  that earned a benefit  under this  Section  5.01 and that also
earned a benefit  under  Section 5.02 shall  receive the greater of the two
benefits produced.

     (2) If a Participant that earns a benefit  hereunder is not considered
to  be a  Level  I,  II,  III,  IV or V  participant  under  the  Incentive
Compensation Plan on the earlier of the Participant's  Effective Retirement
Date or Termination of Employment,  then the Service after such Participant
ceased to be considered a Level I, II, III, IV or V  participant  under the
Incentive  Compensation Plan shall be disregarded for purposes of computing
the benefit  payable under the Plan.  In that event,  the only Service that
shall be counted for purposes of computing  the benefit  payable  under the
Plan shall be the Service the Participant  earned while  considered to be a
Level I, II,  III, IV or V  participant  under the  Incentive  Compensation
Plan.  Notwithstanding  anything in the foregoing to the  contrary,  such a
Participant  shall be credited with a minimum of five years of Service,  so
long as such Participant has at least five years of Continuous Service.

     5.02 LEVELS III, IV AND V.

     (a) GENERAL

     The Annual Retirement Income of a Transition Participant as defined in
Section 1.2  (including a Transition  Participant to whom the provisions of
paragraph  (b) of this  Section  5.02  apply)  who on his or her  Effective
Retirement  Date was deemed to be a Level III, IV, or V  participant  under
the Incentive  Compensation Plan shall, from and after the first day of the
calendar month next following his or her 62nd birthday,  be equal to 50% of
the Transition  Participant's Final Average Bonus; provided,  however, that
in the event such Transition Participant retired with less than 20 years of
Service,  such Annual  Retirement Income after age 62 shall be 50% of Final
Average  Bonus  multiplied by a fraction (A) the numerator of which is such
Participant's  years  of and  fractional  years  of  Service,  and  (B) the
denominator of which is twenty (20). Although a Transition  Participant may
elect to  commence  benefits  under  this  Plan  upon his or her  Effective
Retirement  Date, there shall be an actuarial  adjustment  (consistent with
that applied under Ashland's  qualified  pension plan, as from time to time
in effect) for  Participants  receiving  benefits  under this  Section 5.02
whose Effective Retirement Date is prior to age 62.

     (b) BENEFIT AFTER A CHANGE IN CONTROL

     A Participant who is terminated  other than for "Cause" after a Change
in Control shall have the benefit  payable under this Section 5.02 computed
by  adding  to the  Participant's  Age  and  Service  at the  Participant's
Effective  Retirement  Date the  number  of years  equal to the  applicable
amount for the Participant derived from the following table.
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
    Length of Participant's Service at Separation from                           Number of Years
                        Employment                                           (the Applicable Amount)
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
Up to 5 years                                                3 months
------------------------------------------------------------ ---------------------------------------------------------
More than 5 and up to 10 years                               6 months
------------------------------------------------------------ ---------------------------------------------------------
More than 10 and up to 15 years                              1 year
------------------------------------------------------------ ---------------------------------------------------------
More than 15 and up to 20years                               1 year and 6 months
------------------------------------------------------------ ---------------------------------------------------------
More than 20 years                                           2 years
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
     These  additions  to  Age  and  Service  shall,  except  as  otherwise
provided,  apply for purposes of computing the single life annuity  payment
(if applicable) to the Participant. A Participant subject to this paragraph
(b) whose Effective  Retirement Date occurs before  attaining an actual age
of 62 shall have the applicable  amount from the table hereinabove added to
his or her Age apply when  converting  the single life  annuity  amount (if
applicable)  to any  permitted  optional  form under this Article V. If the
Effective  Retirement  Date of a Participant  subject to this paragraph (b)
occurs on or after the  Participant  attains an actual age of 62,  then the
Participant's  actual  age shall be used  when  making  such a  conversion.
Notwithstanding  anything to the contrary contained herein, when converting
a  Participant's  single life annuity (if applicable) to a lump sum payment
option, the Participant's actual age shall be used without reference to the
applicable  amount derived from the table  hereinabove.  If the addition of
the applicable  amount from the table  hereinabove to the Participant's age
results in an Age less than 62 and the  Participant  commences the benefit,
the amount of the  benefit  shall be adjusted to account for the fact it is
paid before the  Participant's  attainment of Age 62. This adjustment shall
be based upon the early retirement table in Section 6.2 of the Ashland Inc.
and  Affiliates  Pension  Plan as it existed on  September  30,  1999,  and
adjustments  for ages younger  than those on the table shall be  reasonably
determined by an actuary or actuarial firm who regularly  performs services
in connection with the Plan.

     (c) BENEFIT AFTER JUNE 30, 2003. Subject to the applicable  provisions
of paragraph (b) above,  the vested benefit payable to a Participant on the
Effective  Retirement  Date for the  period  such  Participant  was  deemed
classified  as  a  Level  III,  IV  or  V  participant   in  the  Incentive
Compensation  Plan is equal to 25% of Final  Average  Bonus  multiplied  by
years of Service not to exceed 20 years of Service.  Service  includes full
and fractional years. There is no reduction for commencement  before age 62
for  Participants  deemed  classified  as a Level  III  participant  in the
Incentive  Compensation Plan at the Effective  Retirement Date. There is no
increase for  commencement  after age 62 for any  Participant.  There is an
actuarial  reduction  to  the  benefit  of a  Participant  that  is  deemed
classified  as a Level IV or V participant  in the  Incentive  Compensation
Plan at the Effective  Retirement  Date. The actuarial  reduction  shall be
made on the same basis as in the Ashland Inc. and  Affiliates  Pension Plan
for the  early  commencement  of a  benefit  in  Articles  5, 6,  and 7, as
applicable.  The appropriate  actuarial reduction shall be determined as of
the Effective  Retirement  Date. The normal form of the benefit so computed
under this paragraph (c) is a single lump sum payment.

     (d) CHANGES IN STATUS.

     (1) Subject to the  applicable  provisions of paragraph  (b) above,  a
Participant that earned a benefit under Section 5.02 and that also earned a
benefit  under  Section 5.01 shall  receive the greater of the two benefits
produced.

     (2) If a Participant that earns a benefit  hereunder is not considered
to  be a  Level  I,  II,  III,  IV or V  participant  under  the  Incentive
Compensation Plan on the earlier of the Participant's  Effective Retirement
Date or Termination of Employment,  then the Service after such Participant
ceased to be considered a Level I, II, III, IV or V  participant  under the
Incentive  Compensation Plan shall be disregarded for purposes of computing
the benefit  payable under the Plan.  In that event,  the only Service that
shall be counted for purposes of computing  the benefit  payable  under the
Plan shall be the Service the Participant  earned while  considered to be a
Level I, II,  III, IV or V  participant  under the  Incentive  Compensation
Plan.  Notwithstanding  anything in the foregoing to the  contrary,  such a
Participant  shall be credited with a minimum of five years of Service,  so
long as such Participant has at least five years of Continuous Service.

     5.03 BENEFITS PAYABLE FOR LESS THAN 12 MONTHS

     Annual Retirement Income benefits payable under Sections 5.01 and 5.02
for a period of less than 12 months due to a  Participant's  attainment  of
age 62 or death will be payable on a pro-rata basis, with months taken as a
fraction of a year.

5.04     PAYMENT OPTIONS

     (a) ELECTION

     A Participant shall, subject to Sections 5.05 and 5.06, elect the form
in which such  benefit  shall be paid from among those  identified  in this
Section 5.04 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  Participant's  Effective  Retirement  Date. Such election,
including  the  designation  of  any  contingent   annuitant  or  alternate
recipient under Sections  5.04(b)(4) or (5), shall be irrevocable except as
otherwise  set forth herein.  Notwithstanding  anything in the foregoing to
the  contrary,   any  Participant  who  makes  an  election  under  Section
5.04(b)(2)  shall make such  election  by the earlier of - (1) the date six
months  prior  to  Participant's  Effective  Retirement  Date;  or (2)  the
December 31 immediately  preceding the Participant's  Effective  Retirement
Date.  Such  deferral  election  shall be made in the manner  prescribed by
Ashland,  from time to time,  and shall be irrevocable as of the applicable
time identified  under Sections  5.04(a)(1) or (2). Until the time at which
an election becomes irrevocable, a Participant shall be able to change it.


     (b) OPTIONAL FORMS OF PAYMENT

     (1) LUMP SUM OPTION Except for the Transition  Participants  described
in Section 1.2, the normal form of distribution for the benefit provided by
the Plan shall be a single lump sum payment,  computed under the applicable
provisions of Article V. A  Participant's  benefit is paid as a lump sum on
the  Effective  Retirement  Date  (or  as  soon  thereafter  as  reasonably
possible),  unless a different election is made by the Participant pursuant
to  rules in the  Plan  and  rules  prescribed  by  Ashland.  A  Transition
Participant  may elect to receive the benefit under Article V as a lump sum
distribution.  A lump sum benefit  payable  under the Plan to a  Transition
Participant  shall be computed on the basis of the  actuarially  equivalent
present  value of such  Transition  Participant's  benefit  under Article V
based upon such actuarial assumptions as determined by the Committee.  Such
lump sum shall be payable  within  thirty (30) days  following the later of
the Transition  Participant's  Effective  Retirement Date, or at such later
date as Ashland or its delegate may determine, in its sole discretion.

     (2) LUMP SUM  DEFERRAL  OPTION A  Participant  (including a Transition
Participant)  who is  eligible  to  receive a lump sum  distribution  under
5.04(b)(1)  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
Section 5.04(a)(1) and (2).


     (3) SINGLE LIFE ANNUITY A Participant  or Transition  Participant  may
elect to have such benefit paid in the form of equal  monthly  payments for
and during  such  Participant's  life,  with such  payments  ending at such
Participant's  death.  Payments  under  this  option  shall be  actuarially
equivalent to the benefit provided under Section 5.01 or 5.02, whichever is
applicable. In the case of a Transition Participant,  actuarial equivalence
is  determined on the basis of the  applicable  actuarial  assumptions  and
other  relevant  provisions  used for the same in the Pension  Plan. In the
case of all other Participants,  actuarial  equivalence is determined using
the assumptions identified in Section 5.01(e).

     (4) JOINT AND  SURVIVOR  INCOME  OPTION A  Participant  or  Transition
Participant  may elect to receive an actuarially  reduced  benefit  payable
monthly during the  Participant's  lifetime with payments to continue after
his  or  her  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  Participant  and his or her
contingent annuitant.  The following additional  limitations and conditions
apply to this option:

     (A) The contingent annuitant shall be designated by the Participant in
writing  in such  form and at such  time as  Ashland  may from time to time
prescribe.   Before  the  Participant's   Effective  Retirement  Date,  the
Participant may change the contingent annuitant elected.

     (B) In the event of the death of the contingent annuitant prior to the
date as of which the election is irrevocable,  the Participant's  selection
of this option shall be void and the  Participant 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 5.04(a)(1) and (2).

     (C) In the case of a Transition Participant,  actuarial equivalence is
determined on the basis of the applicable  actuarial  assumptions and other
relevant  provisions  used for the same in the Pension Plan. In the case of
all other  Participants,  actuarial  equivalence  is  determined  using the
assumptions identified in Section 5.01(e).

     (5)  PERIOD   CERTAIN   INCOME  OPTION  A  Participant  or  Transition
Participant  may elect to receive an actuarially  reduced  benefit  payable
monthly during his or her lifetime and terminating with the monthly payment
for the month in which his or her death occurs, with the provision that not
less than a total of 120 monthly payments shall be made in any event to him
or her and/or the person designated by him or her to receive payments under
this sub-paragraph (5) in the event of his or her death (hereinafter called
"alternate recipient"). If a Participant and his or her alternate recipient
die after the Effective  Retirement  Date,  but before the total  specified
monthly  payments  have been  made to such  Participant  and/or  his or her
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
Participant  or his or her alternate  recipient.  The following  additional
limitations and conditions shall apply to this option:

     (A) The  alternate  recipient  shall be  designated  in writing by the
Participant  in such form and at such time as Ashland may from time to time
prescribe.   The   designation  of  an  alternate   recipient   under  this
sub-paragraph  (5) is  irrevocable  after the  Effective  Retirement  Date,
provided, however, a Participant may designate a new alternate recipient if
the one  first  designated  dies  before  the  Participant  and  after  the
Effective Retirement Date.

     (B) In the event of the death of the alternate  recipient prior to the
date as of which the election is irrevocable,  the Participant's  selection
of this option shall be void and the  Participant  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 5.04(a)(1) and (2).

     (C)  Actuarial  equivalence  for  Transition  Participants  under this
sub-paragraph  (5)  shall be  determined  on the  basis  of the  applicable
actuarial  assumptions  and other relevant  provisions used for the same in
the  Pension  Plan.  In the  case  of  all  other  Participants,  actuarial
equivalence  is  determined  using the  assumptions  identified  in Section
5.01(e).

     5.05. PAYMENT OF SMALL AMOUNTS

     Unless a Transition  Participant or Participant  elects to receive his
or her benefit in a lump sum as provided  in Section  5.04,  in the event a
monthly benefit under this Plan,  payable to either a Participant or to his
or her 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.

     5.06. SURVIVING BENEFITS

     (a) Except as otherwise  provided in Section 5.04 of this Plan, in the
event a Participant  receiving Annual Retirement Income benefits dies after
his or her  Effective  Retirement  Date, no  additional  benefits  shall be
payable  by  Ashland  under  this  Plan  to  such  deceased   Participant's
beneficiaries, survivors, or estate. (b) If a Participant while an Employee
dies while in active service with Ashland

     (1) at a time  when  the  Participant  is a Level I or II  participant
under  the  Incentive   Compensation   Plan,   regardless  of  whether  the
Participant is vested; or

     (2) after becoming  vested and eligible to receive a distribution  but
for not having  incurred a Termination of Employment but prior to making an
election  pursuant to Section 5.04(a) and said  Participant is a Level I -V
participant under the Incentive Compensation Plan; then such Employee shall
be deemed:

     (i) to have  elected to receive his or her benefits in the form of the
100% Joint & Survivor  retirement  income option and to have designated his
or her spouse as the  beneficiary  thereunder;  and

     (ii) to have  commenced  such benefit one (1) day prior to the date of
the Employee's death.

     The surviving  spouse  entitled to a benefit under this  paragraph (b)
may commence the benefit as of the first day of a month. Such benefit shall
be distributed as an actuarially  equivalent lump sum using the assumptions
for actuarial  equivalence in Section 5.01(e). The benefit must commence as
soon as possible after the deceased Participant would have attained age 62.
If the Participant were 62 or older at death,  then the distribution to the
surviving  spouse must  commence  as soon as  possible.  Distributions  are
subject to rules  prescribed by Ashland from time to time.

     (c) In the event a  Participant  dies after  making an election  under
Section  5.04(a) but prior to his or her Effective  Retirement  Date,  then
such Participant  shall be deemed to have commenced  distributions  one (1)
day prior to the date of death and payment shall be made under this Plan in
accordance with the Participant's election.

     5.07  PARTICIPATION  IN OTHER BENEFITS After the Effective  Retirement
Date, a Participant may continue to participate in the benefits  offered by
Ashland  to former  Employee's  and  retiree's  similarly  situated  to the
Participant.  Ashland  reserves all rights to change those  benefits at any
time,  including the right to terminate them. Except as otherwise expressly
provided in this Plan, a Participant's active participation in all employee
benefit  programs  maintained by Ashland derived from his or her employment
status with Ashland shall be discontinued.

     ARTICLE VI. CHANGE IN CONTROL.


     Notwithstanding  any  provision of this Plan to the  contrary,  in the
event of a Change in Control,  an  Employee  who is deemed to be a Level I,
II, III, IV or V participant under Ashland's  Incentive  Compensation Plan,
shall,  in accordance with Section 3.03,  automatically  be deemed approved
for participation  under this Plan and shall be completely vested in his or
her benefit.  Consistent  with the  applicable  terms of Sections  5.01 and
5.02,  such a  Participant  may,  in his or her sole  discretion,  elect to
retire prior to Age 62.

     In addition,  Ashland (or its  successor  after the Change in Control)
shall  reimburse  an  Employee  for legal fees,  fees of other  experts and
expenses  incurred by such  Employee  if he or she is  required  to, and is
successful in,  seeking to obtain or enforce any right to payment  pursuant
to the Plan. 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 provisions of this Plan or any other plan of
Ashland Inc.  having a material  impact on the benefits  payable under this
Plan may not be  amended  after a Change  in  Control  occurs  without  the
written  consent of a majority of the Board who were directors prior to the
Change in Control.

     ARTICLE VII. MISCELLANEOUS.


     7.01 The  obligations  of  Ashland  hereunder  constitute  merely  the
promise of  Ashland  to make the  payments  provided  for in this Plan.  No
employee,  his or her spouse or the estate of either of them shall have, by
reason of this Plan, any right,  title or interest of any kind in or to any
property of Ashland.  To the extent any  Participant has a right to receive
payments from Ashland under this Plan,  such right shall be no greater than
the right of any unsecured general creditor of Ashland.

     7.02 Full power and authority to construe,  interpret  and  administer
this Plan  shall be vested in the  Board or its  delegate.  This  includes,
without limitation,  the ability to make factual  determinations,  construe
and interpret provisions of the Plan, 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.
Decisions  of the  Board or its  delegate  shall be final,  conclusive  and
binding  upon all parties,  provided,  however,  that no such  decision may
adversely  affect the rights of any  Participant  who has been approved for
participation in the Plan under the terms of Section 3.03 and whose benefit
is determined under the terms of Section 5.01(d) or Section 5.02(b).

     7.03 This Plan shall be binding upon Ashland and any successors to the
business of Ashland and shall inure to the benefit of the  Participants and
their beneficiaries, if applicable. Except as otherwise provided in Article
VI,  the  Board  or  its  delegate  may,  at any  time,  amend  this  Plan,
retroactively or otherwise,  but no such amendment may adversely affect the
rights of any  Participant who has been approved for  participation  in the
Plan except to the extent that such action is required by law.

     7.04 Except as otherwise  provided in Section  5.04 and in  connection
with a division of property  under a domestic  relations  proceeding  under
state law, no right or interest of the  Participants  under this Plan shall
be subject to involuntary alienation, assignment or transfer of any kind. A
Participant may voluntarily assign the Participant's rights under the Plan.
Ashland,  the Board,  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 qualified pension plans sponsored by Ashland.

     7.05 This Plan shall be governed  for all  purposes by the laws of the
Commonwealth of Kentucky.

     7.06 If any term or provision of this Plan is determined by a court or
other appropriate  authority to be invalid,  void, or unenforceable for any
reason, the remainder of the terms and provisions of this Plan shall remain
in full  force and  effect  and shall in no way be  affected,  impaired  or
invalidated.

     7.07 (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 7.07) 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.

     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.

     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









