<SUBMISSION>
<ACCESSION-NUMBER>0000007694-04-000166
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20040318
<ITEMS>9.01
<FILING-DATE>20041105
<DATE-OF-FILING-DATE-CHANGE>20041105
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASHLAND INC
<CIK>0000007694
<ASSIGNED-SIC>5160
<IRS-NUMBER>610122250
<STATE-OF-INCORPORATION>KY
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>001-02918
<FILM-NUMBER>041122397
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
<PHONE>6068153333
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ASHLAND OIL INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ASHLAND OIL & REFINING CO
<DATE-CHANGED>19700806
</FORMER-COMPANY>
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<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549

                                 FORM 8-K/A
                              AMENDMENT NO. 1

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

      Date of report (Date of earliest event reported): March 18, 2004

                                ASHLAND INC.
           (Exact name of registrant as specified in its charter)

                                  Kentucky
               (State or other jurisdiction of incorporation)

              1-2918                                         61-0122250
       (Commission File Number)                          (I.R.S. Employer
                                                        Identification No.)


   50 E. RiverCenter Boulevard, Covington, Kentucky          41012-0391
           (Address of principal executive offices)          (Zip Code)


           P.O. Box 391, Covington, Kentucky                 41012-0391
                   (Mailing Address)                         (Zip Code)


        Registrant's telephone number, including area code (859) 815-3333


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 2230.425)
[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)
[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>
                                EXPLANATORY NOTE

This amendment to the Current Report on Form 8-K dated March 18, 2004 and
filed March 22, 2004 of Ashland Inc. ("Ashland") is being filed to
reclassify Exhibits 10.1, 10.2, 10.3 and 10.4 as Exhibits 2.2, 2.3, 2.4 and
2.5, respectively. In accordance with Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, the text of the amended item is set forth
in its entirety in the pages attached hereto.


Item 9.01.  Financial Statements and Exhibits

(a) Financial Statements

None.

(b) Pro Forma Financial Information

None.

(c) Exhibits*

2.1      Master  Agreement dated as of March 18, 2004,  among Ashland Inc.,
         ATB  Holdings   Inc.,   EXM  LLC,  New  EXM  Inc.,   Marathon  Oil
         Corporation,  Marathon  Oil  Company,  Marathon  Domestic  LLC and
         Marathon Ashland Petroleum LLC (the "Master Agreement").

2.2      Tax Matters  Agreement  dated as of March 18, 2004,  among Ashland
         Inc.,  ATB  Holdings  Inc.,  EXM LLC,  New EXM Inc.,  Marathon Oil
         Corporation,  Marathon  Oil  Company,  Marathon  Domestic  LLC and
         Marathon Ashland Petroleum LLC.

2.3      Assignment  and  Assumption  Agreement  (VIOC Centers) dated as of
         March 18, 2004, between Ashland Inc. and ATB Holdings Inc.

2.4      Assignment and Assumption  Agreement (Maleic Business) dated as of
         March 18, 2004, between Ashland Inc. and ATB Holdings Inc.

2.5      Amendment  No. 2 dated as of March  18,  2004 to the  Amended  and
         Restated Limited  Liability Company Agreement dated as of December
         31, 1998 of Marathon Ashland Petroleum LLC, by and between Ashland
         Inc. and Marathon Oil Company.


*Ashland agrees to furnish supplementally a copy of any omitted schedule to
the United States Securities and Exchange Commission upon request.


                                    -2-
<PAGE>


                                 SIGNATURES


     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                                      ASHLAND INC.
                                          -----------------------------------
                                                      (Registrant)



    Date:  November 5, 2004                      /s/ J. Marvin Quin
                                          -----------------------------------
                                          Name:     J. Marvin Quin
                                          Title:    Senior Vice President
                                                    and Chief Financial Officer
<PAGE>


                               EXHIBIT INDEX*


2.1      Master  Agreement dated as of March 18, 2004,  among Ashland Inc.,
         ATB  Holdings   Inc.,   EXM  LLC,  New  EXM  Inc.,   Marathon  Oil
         Corporation,  Marathon  Oil  Company,  Marathon  Domestic  LLC and
         Marathon Ashland Petroleum LLC (the "Master Agreement").

2.2      Tax Matters  Agreement  dated as of March 18, 2004,  among Ashland
         Inc.,  ATB  Holdings  Inc.,  EXM LLC,  New EXM Inc.,  Marathon Oil
         Corporation,  Marathon  Oil  Company,  Marathon  Domestic  LLC and
         Marathon Ashland Petroleum LLC.

2.3      Assignment  and  Assumption  Agreement  (VIOC Centers) dated as of
         March 18, 2004, between Ashland Inc. and ATB Holdings Inc.

2.4      Assignment and Assumption  Agreement (Maleic Business) dated as of
         March 18, 2004, between Ashland Inc. and ATB Holdings Inc.

2.5      Amendment  No. 2 dated as of March  18,  2004 to the  Amended  and
         Restated Limited  Liability Company Agreement dated as of December
         31, 1998 of Marathon Ashland Petroleum LLC, by and between Ashland
         Inc. and Marathon Oil Company.



*Ashland agrees to furnish supplementally a copy of any omitted schedule to
the United States Securities and Exchange Commission upon request.


                                    -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex2-1.txt
<DESCRIPTION>EXHIBIT 2.1 MASTER AGREEMENT
<TEXT>
                                                                  EXHIBIT 2.1



==============================================================================





                              MASTER AGREEMENT


                        Dated as of March 18, 2004,


                                   Among


                               ASHLAND INC.,


                             ATB HOLDINGS INC.,


                                  EXM LLC,


                               NEW EXM INC.,


                         MARATHON OIL CORPORATION,


                           MARATHON OIL COMPANY,


                           MARATHON DOMESTIC LLC


                                    And


                       MARATHON ASHLAND PETROLEUM LLC





==============================================================================


<PAGE>


                                                                             i


                             TABLE OF CONTENTS


                                                                           PAGE


                                 ARTICLE I

                          TRANSACTIONS AND CLOSING


  SECTION 1.01.  MAP Parital Redemption......................................4
  SECTION 1.02.  Maleic/VIOC Contribution; MAP/LOOP/LOCAP Contribution;
                   Reorganization Merger.....................................5
  SECTION 1.03.  HoldCo Borrowing; Capital Contribution; Conversion
                   Merger....................................................6
  SECTION 1.04.  Acquisition Merger; Distribution............................7
  SECTION 1.05.  Closing.....................................................8
  SECTION 1.06.  Post-Closing True-Up........................................8


                                 ARTICLE II

                         THE REORGANIZATION MERGER

  SECTION 2.01.  Parties to the Reorganization Merger........................9
  SECTION 2.02.  Reorganization Merger Effective Time........................9
  SECTION 2.03.  Effects....................................................10
  SECTION 2.04.  Conversion of Ashland Securities...........................10
  SECTION 2.05.  Dissenters' Rights.........................................11
  SECTION 2.06.  Limited Liability..........................................12
  SECTION 2.07.  Articles of Organization...................................12
  SECTION 2.08.  Operating Agreement........................................12
  SECTION 2.09.  Reorganization Plan of Merger..............................12


                                ARTICLE III

                           THE CONVERSION MERGER

  SECTION 3.01.  Parties to the Conversion Merger...........................12
  SECTION 3.02.  Conversion Merger Effective Time...........................13
  SECTION 3.03.  Effects....................................................13
  SECTION 3.04.  Conversion of New Ashland Securities.......................13
  SECTION 3.05.  Limited Liability..........................................14
  SECTION 3.06.  Articles of Incorporation and By-laws......................14
  SECTION 3.07.  Directors..................................................14
  SECTION 3.08.  Officers...................................................14
  SECTION 3.09.  Conversion Plan of Merger..................................14


<PAGE>


                                                                            ii


                                 ARTICLE IV

                           THE ACQUISITION MERGER

  SECTION 4.01.  Acquisition Merger; Acquisition Merger Effective Time......15
  SECTION 4.02.  Effects....................................................15
  SECTION 4.03.  Effect on Capital Stock....................................16
  SECTION 4.04.  Limited Liability Company Agreement........................18
  SECTION 4.05.  Tax Treatment..............................................18


                                 ARTICLE V

                      EXCHANGE OF HOLDCO CERTIFICATES

  SECTION 5.01.  Exchange of Certificates...................................18


                                 ARTICLE VI

             REPRESENTATIONS AND WARRANTIES OF THE ASHLAND PARTIES

  SECTION 6.01.  Organization, Standing and Power...........................26
  SECTION 6.02.  Ashland Subsidiaries; Equity Interests.....................27
  SECTION 6.03.  Capital Structure..........................................27
  SECTION 6.04.  Authority; Execution and Delivery; Enforceability..........30
  SECTION 6.05.  No Conflicts; Consents.....................................32
  SECTION 6.06.  SEC Documents; Undisclosed Liabilities.....................34
  SECTION 6.07.  Absence of Certain Changes or Events.......................35
  SECTION 6.08.  Information Supplied.......................................36
  SECTION 6.09.  Brokers....................................................36
  SECTION 6.10.  Opinion of Financial Advisor...............................37
  SECTION 6.11.  Solvency Matters...........................................37


                                ARTICLE VII

            REPRESENTATIONS AND WARRANTIES OF THE MARATHON PARTIES

  SECTION 7.01.  Organization, Standing and Power...........................40
  SECTION 7.02.  Marathon Subsidiaries; Equity Interests....................41
  SECTION 7.03.  Capital Structure..........................................41
  SECTION 7.04.  Authority; Execution and Delivery; Enforceability..........42
  SECTION 7.05.  No Conflicts; Consents.....................................43
  SECTION 7.06.  SEC Documents; Undisclosed Liabilities.....................45
  SECTION 7.07.  Absence of Certain Changes or Events.......................46


<PAGE>


                                                                           iii


  SECTION 7.08.  Information Supplied.......................................47
  SECTION 7.09.  Brokers....................................................47
  SECTION 7.10.  Opinion of Financial Advisor...............................47
  SECTION 7.11.  Solvency Opinions..........................................48
  SECTION 7.12.  MAP Accounts Receivable....................................48
  SECTION 7.13.  Employee Benefits..........................................48


                                ARTICLE VIII

                 COVENANTS RELATING TO CONDUCT OF BUSINESS

  SECTION 8.01.  Conduct of Business........................................48
  SECTION 8.02.  No Solicitation............................................52
  SECTION 8.03.  Post-Closing Dividends, Distributions and Share
                   Repurchases..............................................55
  SECTION 8.04.  Offerings of Marathon Common Stock.........................55


                                 ARTICLE IX

                           ADDITIONAL AGREEMENTS

  SECTION 9.01.  Preparation of the Forms S-4 and the Proxy Statement;
                   Shareholders Meeting; Form 8-A or Form 10................56
  SECTION 9.02.  Access to Information; Confidentiality.....................59
  SECTION 9.03.  Reasonable Best Efforts; Notification......................60
  SECTION 9.04.  Fees and Expenses..........................................67
  SECTION 9.05.  Public Announcements.......................................70
  SECTION 9.06.  Affiliates.................................................70
  SECTION 9.07.  Stock Exchange Listings....................................70
  SECTION 9.08.  Rights Agreements; Consequences if Rights Triggered........71
  SECTION 9.09.  St. Paul Park Judgment and Plea Agreement; Plains
                   Settlement...............................................72
  SECTION 9.10.  Consequences of Inability To Transfer the Ashland
                   LOOP/LOCAP Interest on the Closing Date..................73
  SECTION 9.11.  Consents Under Assigned Contracts..........................73
  SECTION 9.12.  Administrative Proceedings.................................74
  SECTION 9.13.  Replacement of Distributed Receivables.....................74
  SECTION 9.14.  Transition Services........................................75
  SECTION 9.15.  MAP Partial Redemption Amount..............................75
  SECTION 9.16.  Ashland Debt Obligation Amount.............................77


<PAGE>


                                                                            iv


                                 ARTICLE X

                            CONDITIONS PRECEDENT

  SECTION 10.01.  Conditions to the Ashland Parties' and the Marathon
                   Parties' Obligations to Effect the Transactions..........78
  SECTION 10.02.  Conditions to Obligations of the Ashland Parties..........80
  SECTION 10.03.  Conditions to Obligations of the Marathon Parties.........81


                                 ARTICLE XI

                     TERMINATION, AMENDMENT AND WAIVER

  SECTION 11.01.  Termination...............................................83
  SECTION 11.02.  Effect of Termination.....................................86
  SECTION 11.03.  Amendment.................................................86
  SECTION 11.04.  Extension; Waiver.........................................87
  SECTION 11.05.  Procedure for Termination, Amendment, Extension or
                   Waiver...................................................87


                                ARTICLE XII

                    AMENDMENT OF EXISTING MAP AGREEMENTS

  SECTION 12.01.  Asset Transfer and Contribution Agreement.................88
  SECTION 12.02.  Designated Subleases......................................95
  SECTION 12.03.  The MAP LLC Agreement....................................100
  SECTION 12.04.  The Put/Call Agreement...................................100
  SECTION 12.05.  Ancillary Agreements.....................................101
  SECTION 12.06.  Other Provisions of the MAP Governing Documents..........101
  SECTION 12.07.  Post-Closing Access......................................102


                                ARTICLE XIII

                              INDEMNIFICATION

  SECTION 13.01.  Indemnification by New Ashland Inc.......................102
  SECTION 13.02.  Indemnification by Marathon..............................108
  SECTION 13.03.  Calculation of Losses....................................113
  SECTION 13.04.  Procedures...............................................115


<PAGE>


                                                                            v


                                ARTICLE XIV

                             GENERAL PROVISIONS

  SECTION 14.01.  Notices..................................................119
  SECTION 14.02.  Definitions..............................................120
  SECTION 14.03.  Interpretation; Disclosure Letters.......................126
  SECTION 14.04.  Severability.............................................126
  SECTION 14.05.  Counterparts.............................................126
  SECTION 14.06.  Entire Agreement; No Third-Party Beneficiaries...........127
  SECTION 14.07.  Exercise of Rights and Remedies..........................127
  SECTION 14.08.  Governing Law............................................128
  SECTION 14.09.  Assignment...............................................128
  SECTION 14.10.  Enforcement..............................................128



Exhibit A   Accounts Receivable Selection Protocol
Exhibit B   Form of Amendments to New Ashland Inc. Articles of
            Incorporation
Exhibit C   Form of Affiliate Letter
Exhibit D   Tax Matters
Exhibit E Form of LOCAP T&D Assumption Agreement Exhibit F Form of LOOP T&D
Assumption Agreement Exhibit G Form of MAP Contribution Agreement Exhibit H
Form of LOOP Contribution Agreement Exhibit I Form of LOCAP Contribution
Agreement


<PAGE>


                                                                            vi


                           INDEX OF DEFINED TERMS

TERM                                                                   SECTION
----                                                                   -------
AAA.....................................................................6.11(a)
Acquisition Certificate of Merger..........................................4.01
Acquisition Merger......................................................1.04(a)
Acquisition Merger Consideration........................................4.03(b)
Acquisition Merger Effective Time..........................................4.01
Administrative Proceeding..................................................9.12
affiliate.................................................................14.02
Ancillary Agreements....................................................6.04(a)
AR Amount..................................................................1.01
AR Fraction...............................................................14.02
Ashland................................................................Preamble
Ashland Board..............................................................2.09
Ashland By-laws............................................................6.01
Ashland Capital Stock...................................................6.03(a)
Ashland Charter............................................................6.01
Ashland Common Stock...................................................Recitals
Ashland Debt Obligation Amount............................................14.02
Ashland Disclosure Letter............................................ARTICLE VI
Ashland Employee Stock Option.............................................14.02
Ashland Form S-4........................................................6.05(b)
Ashland LESOP.....................................................12.01(d)(iii)
Ashland LOOP/LOCAP Interest...............................................14.02
Ashland Material Adverse Effect.........................................6.05(a)
Ashland Parties...........................................................14.02
Ashland Pension Plan..............................................12.01(d)(iii)
Ashland Preferred Stock.................................................6.03(a)
Ashland Public Debt.....................................................9.03(b)
Ashland Rights..........................................................6.03(a)
Ashland Rights Agreement................................................6.03(a)
Ashland SAR...............................................................14.02
Ashland SEC Documents...................................................6.06(a)
Ashland Series A Preferred Stock........................................6.03(a)
Ashland Shareholder Approval............................................6.04(b)
Ashland Shareholders Meeting............................................9.01(e)
Ashland Stock Plan........................................................14.02
Ashland Subsidiary......................................................6.02(a)
ATCA...................................................................12.01(a)
Averaging Period........................................................4.03(b)
Bankruptcy Code.........................................................6.11(d)
Bring-Down AAA Opinions................................................10.01(g)
Bring-Down HLHZ Opinion................................................10.01(g)
Bring-Down Opinions....................................................10.01(g)
Capital Contribution....................................................1.03(b)
Cash Amount................................................................1.01


<PAGE>


                                                                           vii


Certificates............................................................5.01(b)
Closing....................................................................1.05
Closing Date...............................................................1.05
Code....................................................................1.04(b)
Competing Ashland Proposal..............................................8.02(e)
Confidentiality Agreement..................................................9.02
Consent.................................................................6.05(b)
Contract................................................................6.05(a)
Conversion Articles of Merger..............................................3.02
Conversion Merger.......................................................1.03(c)
Conversion Merger Effective Time...........................................3.02
Conversion Plan of Merger..................................................3.09
Cutoff Date.............................................................8.02(a)
Debt Consent Measurement Date...........................................9.03(b)
Designated Sublease....................................................12.02(a)
DGCL....................................................................1.04(a)
Dissenters' Shares.........................................................2.05
Distributed Receivables....................................................1.01
DLLCA...................................................................1.04(a)
DOD....................................................................12.01(c)
DOD Claims.............................................................12.01(c)
D&T........................................................................9.15
Estimated MAP Partial Redemption Amount...................................14.02
Exchange Act............................................................6.05(b)
Exchange Act Registration Statement.....................................9.01(h)
Exchange Agent.......................................................5.01(a)(i)
Exchange Fund.......................................................5.01(a)(ii)
Exchange Ratio..........................................................4.03(b)
Excess Shares.......................................................5.01(e)(ii)
Ex-Date.................................................................4.03(b)
Fair Market Value.......................................................4.03(b)
Forms S-4...............................................................6.05(b)
GAAP....................................................................6.06(b)
Governmental Entity.....................................................6.05(b)
HLHZ.......................................................................6.09
HoldCo.................................................................Preamble
HoldCo Borrowing..........................................................14.02
HoldCo Common Stock..................................................2.04(a)(i)
HoldCo Share Issuance...................................................6.05(b)
HSR Act.................................................................6.05(b)
Indentures..............................................................9.03(b)
Initial AAA Opinions....................................................6.11(a)
Initial HLHZ Opinion....................................................6.11(a)
Initial Opinions........................................................6.11(a)
IRS........................................................................9.16
Judgment................................................................6.05(a)
KBCA....................................................................1.02(c)


<PAGE>


                                                                          viii


KLLCA...................................................................1.02(c)
Law.....................................................................6.05(a)
Leased Property........................................................12.02(a)
Liens...................................................................6.02(a)
LOCAP T&D Agreement.......................................................14.02
LOCAP T&D Assumption Agreement............................................14.02
LOOP T&D Agreement........................................................14.02
LOOP T&D Assumption Agreement.............................................14.02
Losses.................................................................13.01(a)
Maleic Agreement.......................................................Recitals
Maleic Business........................................................Recitals
Maleic/VIOC Contribution................................................1.02(a)
MAP....................................................................Preamble
MAP Adjustment Amount.....................................................14.02
MAP Governing Documents...................................................14.02
MAP LLC Agreement.........................................................14.02
MAP LLC Agreement Amendment............................................Recitals
MAP/LOOP/LOCAP Contribution ............................................1.02(b)
MAP/LOOP/LOCAP Contribution Agreements....................................14.02
MAP Partial Redemption.....................................................1.01
MAP Partial Redemption Amount.............................................14.02
MAP Qualified Pension Plan.............................................12.01(d)
Marathon...............................................................Preamble
Marathon Board..........................................................4.03(b)
Marathon By-laws...........................................................7.01
Marathon Capital Stock..................................................7.03(a)
Marathon Charter...........................................................7.01
Marathon Common Stock..................................................Recitals
Marathon Company.......................................................Preamble
Marathon Company Board..................................................7.04(c)
Marathon Disclosure Letter..........................................ARTICLE VII
Marathon Employee Stock Option............................................14.02
Marathon Form S-4.......................................................6.05(b)
Marathon Material Adverse Effect........................................7.05(a)
Marathon Parties..........................................................14.02
Marathon Preferred Stock................................................7.03(a)
Marathon Rights Agreement...............................................7.05(c)
Marathon SAR..............................................................14.02
Marathon SEC Documents..................................................7.06(a)
Marathon Share Issuance.................................................6.05(b)
Marathon Stock Plan.......................................................14.02
Marathon Subsidiary.....................................................7.02(a)
Market MAC Condition......................................................14.02
Market MAC Event..........................................................14.02
Maximum Annual Permitted Payment.......................................12.01(d)
Membership Interest.......................................................14.02
Merger Sub.............................................................Preamble


<PAGE>


                                                                            ix


NASDAQ..................................................................9.07(b)
New Ashland Board..........................................................3.09
New Ashland Inc. ......................................................Preamble
New Ashland Inc. Common Stock.............................................14.02
New Ashland Inc. Share Issuance.........................................6.05(b)
New Ashland LLC........................................................Preamble
New Ashland LLC Interests...............................................2.04(a)
NYSE....................................................................4.03(b)
Outside Date........................................................11.01(b)(i)
PBGC...................................................................12.01(d)
Pension Funding Relief.................................................12.01(d)
Permitted Payments.....................................................12.01(d)
person....................................................................14.02
Pitney Bowes Transaction Documents.....................................12.02(d)
Plains Settlement.........................................................14.02
Prior Payments..........................................................9.09(b)
Private Letter Rulings.................................................10.01(f)
Proxy Statement.........................................................6.05(b)
Put/Call Agreement........................................................12.04
Reimbursement Agreement.................................................1.03(a)
Reorganization Articles of Merger..........................................2.02
Reorganization Merger...................................................1.02(c)
Reorganization Merger Consideration..................................2.04(a)(i)
Reorganization Merger Effective Time.......................................2.02
Reorganization Plan of Merger..............................................2.09
Representatives.........................................................8.02(a)
Rule 145 Affiliate......................................................5.01(d)
SEC.....................................................................6.05(b)
Securities Act..........................................................5.01(d)
Significant Ashland Subsidiary.............................................6.01
Significant Marathon Subsidiary............................................7.01
St. Paul Park Judgment and Plea Agreement.................................14.02
St. Paul Park QQQ Project...............................................9.09(a)
St. Paul Park QQQ Project Payment Amount................................9.09(b)
subsidiary................................................................14.02
Subtitle 13................................................................2.05
SuperAmerica Transaction Documents.....................................12.02(d)
Superior Proposal.......................................................8.02(e)
Tax.......................................................................14.02
Tax Authority.............................................................14.02
Tax Matter................................................................14.02
Tax Matters Agreement..................................................Recitals
Tax Opinions...........................................................10.01(f)
Termination Fee.........................................................9.04(c)
Third Party Claim......................................................13.04(a)
Third Party Lenders.....................................................1.03(a)
Third Party Provisions....................................................14.06


<PAGE>


                                                                             x


Transaction Agreements.................................................Recitals
Transactions...........................................................Recitals
Transferred MAP Employees...........................................12.01(d)(i)
UFCA....................................................................6.11(d)
UFTA....................................................................6.11(d)
Value.....................................................................14.02
VIOC Agreement.........................................................Recitals
VIOC Centers...........................................................Recitals
Voting Ashland Debt.....................................................6.03(a)
Voting Marathon Debt....................................................7.03(a)
Working Papers............................................................14.02


<PAGE>


                          MASTER AGREEMENT dated as of March 18, 2004,
                    among Ashland Inc., a Kentucky corporation ("Ashland"),
                    ATB Holdings Inc., a Delaware corporation and wholly
                    owned subsidiary of Ashland ("HoldCo"), EXM LLC, a
                    Kentucky limited liability company and wholly owned
                    subsidiary of HoldCo ("New Ashland LLC"), New EXM Inc.,
                    a Kentucky corporation and wholly owned subsidiary of
                    HoldCo ("New Ashland Inc."), Marathon Oil Corporation,
                    a Delaware corporation ("Marathon"), Marathon Oil
                    Company, an Ohio corporation and wholly owned
                    subsidiary of Marathon ("Marathon Company"), Marathon
                    Domestic LLC, a Delaware limited liability company and
                    wholly owned subsidiary of Marathon ("Merger Sub"), and
                    Marathon Ashland Petroleum LLC, a Delaware limited
                    liability company owned by Marathon Company and Ashland
                    as set forth below ("MAP").


          WHEREAS the Marathon Parties (as defined in Section 14.02) wish
to acquire from Ashland, and Ashland wishes to transfer to the Marathon
Parties, Ashland's maleic anhydride business and associated plant in Neal,
West Virginia (the "Maleic Business") and a number of Valvoline Instant Oil
Change centers owned by Ashland (the "VIOC Centers") located in the states
of Ohio and Michigan;

          WHEREAS, on January 1, 1998, Ashland and Marathon Company
contributed certain petroleum supply, refining, marketing and
transportation businesses to MAP and entered into a limited liability
company agreement to set forth their rights and responsibilities with
respect to the governance, financing and operation of MAP;

          WHEREAS Ashland owns a 38% interest in MAP and Marathon Company
owns a 62% interest in MAP;

          WHEREAS Ashland holds a 4% interest in LOOP LLC and an 8.62%
interest in LOCAP LLC;


<PAGE>


                                                                             2


          WHEREAS the parties hereto have structured the transfers
described above as a series of transactions, as a result of which:

          (i) Ashland will transfer to HoldCo the Maleic Business, the VIOC
     Centers and Ashland's interests in MAP, LOOP LLC and LOCAP LLC, and
     HoldCo will assume certain related liabilities of Ashland;

          (ii) the Marathon Parties will acquire HoldCo;

          (iii) New Ashland Inc. will succeed to all the assets and
     liabilities of Ashland (other than those transferred to or assumed by
     HoldCo or any Marathon Party under this Agreement or any of the other
     Transaction Agreements (as defined below)), including the proceeds of
     a partial redemption of Ashland's interest in MAP; and

          (iv) the issued and outstanding shares of Ashland common stock,
     par value $1.00 per share, including the associated Ashland Rights (as
     defined in Section 6.03(a)) (the "Ashland Common Stock"), will be
     canceled and Ashland's shareholders will receive, with respect to each
     share of Ashland Common Stock, one share of New Ashland Inc. Common
     Stock (as defined in Section 14.02), to be issued by New Ashland Inc.
     in consideration of the assets acquired by it in the Conversion Merger
     and the benefits to be derived therefrom, and a number of shares of
     Marathon common stock, par value $1.00 per share (the "Marathon Common
     Stock"), to be determined as set forth in this Agreement;

          WHEREAS, simultaneously with the execution and delivery of this
Agreement, certain of the parties hereto are entering into:

          (i) an Assignment and Assumption Agreement providing for the
     transfer of the Maleic Business to HoldCo and the assumption by HoldCo
     of certain related liabilities (the "Maleic Agreement");

          (ii) an Assignment and Assumption Agreement providing for the
     transfer of the VIOC Centers to HoldCo and the assumption by HoldCo of
     certain related liabilities (the "VIOC Agreement");


<PAGE>


                                                                             3


          (iii) a Tax Matters Agreement (the "Tax Matters Agreement"); and

          (iv) Amendment No. 2 to the MAP LLC Agreement (as defined in
     Section 14.02) (the "MAP LLC Agreement Amendment" and, together with
     this Agreement, the Maleic Agreement, the VIOC Agreement and the Tax
     Matters Agreement, the "Transaction Agreements");

          WHEREAS the Board of Directors of Ashland has unanimously: (i)
adopted and approved the Transaction Agreements, the Ancillary Agreements
(as defined in Section 6.04(a)) and the transactions contemplated thereby
(the "Transactions") and (ii) recommended that Ashland's shareholders
approve the Transaction Agreements and the Transactions;

          WHEREAS the Board of Directors of Marathon has unanimously
adopted and approved the Transaction Agreements and the Ancillary
Agreements and approved the Transactions;

          WHEREAS it is intended that the Transactions to be consummated on
the Closing Date will generally be Tax-free to the parties and their
respective shareholders for Federal income Tax purposes (as Tax is defined
in Section 14.02); and

          WHEREAS the parties desire to make certain representations,
warranties, covenants and agreements in connection with the Transactions
and also to prescribe various conditions to the Transactions.

          NOW, THEREFORE, the parties hereto agree as follows:



                                 ARTICLE I

                          Transactions and Closing
                           -------------------------

          Upon the terms and subject to the conditions set forth herein, at
the Closing (as defined in Section 1.05), the parties shall consummate the
MAP Partial Redemption and each of the other Transactions set forth in
Sections 1.02, 1.03 and 1.04 as follows. Subject to Section 9.10, the
parties hereto intend that none of the Transactions that this Article I
contemplates will be effected on the Closing


<PAGE>


                                                                             4


Date (as defined in Section 1.05) shall be effective unless all of such
Transactions are effected on the Closing Date.

          SECTION 1.01. MAP PARTIAL REDEMPTION. As part of the
Transactions, but prior to consummating the other Transactions set forth in
Sections 1.02, 1.03 and 1.04, MAP shall redeem a portion of the 38%
Membership Interest (as defined in Section 14.02) owned by Ashland for a
redemption price payable as follows: (i) accounts receivable of MAP, each
with a Federal income Tax basis no less than its face amount, selected in
accordance with the protocol set forth in Exhibit A, with a total Value (as
defined in Section 14.02) equal to the product of (x) the Estimated MAP
Partial Redemption Amount (as defined in Section 14.02) and (y) the AR
Fraction (as defined in Section 14.02) (such product, the "AR Amount") (the
"Distributed Receivables") and (ii) cash in an amount equal to the
Estimated MAP Partial Redemption Amount minus the AR Amount (such
difference, the "Cash Amount"), by wire transfer of immediately available
funds to an Ashland bank account which shall be designated in writing by
Ashland at least two business days prior to the Closing Date (the "MAP
Partial Redemption"). MAP shall increase the MAP Partial Redemption Amount
(as defined in Section 14.02) payable in the MAP Partial Redemption as
directed by Marathon if Marathon determines, in its sole judgment after
giving due consideration to the requirements of any potentially applicable
fraudulent transfer or conveyance Law, that the aggregate amount of the MAP
Partial Redemption Amount (before giving effect to such increase) and the
Capital Contribution (as defined in Section 1.03(b)) is not reasonably
equivalent to the aggregate value immediately prior to the consummation of
the Transactions, as determined by Marathon in its sole discretion, of (i)
Ashland's Membership Interest, (ii) the Maleic Business and (iii) the VIOC
Centers. In the event that Marathon makes the determination contemplated by
the immediately preceding sentence, any resulting increase in the MAP
Partial Redemption Amount shall be payable in any combination of cash and
accounts receivable of MAP as determined by Marathon. If at any time
Marathon determines that it is reasonably likely to direct MAP to increase
the MAP Partial Redemption Amount pursuant to the second sentence of this
Section 1.01, Marathon shall provide prompt notice of such determination to
Ashland, including a good faith estimate of any such increase.


<PAGE>


                                                                             5


          SECTION 1.02. MALEIC/VIOC CONTRIBUTION; MAP/LOOP/LOCAP
CONTRIBUTION; REORGANIZATION MERGER. Promptly following the consummation of
the MAP Partial Redemption pursuant to Section 1.01, and prior to
consummating the Transactions set forth in Sections 1.03 and 1.04, the
parties shall consummate each of the following Transactions:

          (a) MALEIC/VIOC CONTRIBUTION. Ashland shall cause the
transactions contemplated by the Maleic Agreement and the VIOC Agreement,
including the contribution by Ashland to HoldCo of the Maleic Business and
the VIOC Centers and the assumption by HoldCo of certain related
liabilities, to be consummated in accordance with the Maleic Agreement and
the VIOC Agreement (the "Maleic/VIOC Contribution").

          (b) MAP/LOOP/LOCAP CONTRIBUTION. Promptly following the
consummation of the Maleic/VIOC Contribution pursuant to Section 1.02(a),
(i) Ashland shall cause the MAP/LOOP/LOCAP Contribution Agreements (as
defined in Section 14.02) to be executed and delivered by the parties
specified therein to be parties thereto, and Ashland shall contribute to
HoldCo Ashland's remaining Membership Interest and, subject to Section
9.10, the Ashland LOOP/LOCAP Interest (as defined in Section 14.02), and
HoldCo shall assume certain related liabilities and obligations, in
accordance with the MAP/LOOP/LOCAP Contribution Agreements, (ii) if Ashland
has not been released from all liabilities, obligations and commitments
under the LOCAP T&D Agreement in accordance with Section 9.03(g), Ashland
shall cause the LOCAP T&D Assumption Agreement (as defined in Section
14.02) to be executed and delivered by the parties specified therein to be
parties thereto and (iii) if Ashland has not been released from all
liabilities, obligations and commitments under the LOOP T&D Agreement in
accordance with Section 9.03(g), Ashland shall cause the LOOP T&D
Assumption Agreement (as defined in Section 14.02) to be executed and
delivered by the parties specified therein to be parties thereto
(collectively, the "MAP/LOOP/LOCAP Contribution").

          (c) THE REORGANIZATION MERGER. Promptly following the
consummation of the MAP/LOOP/LOCAP Contribution pursuant to Section
1.02(b), Ashland shall, pursuant to Article II and in accordance with the
Kentucky


<PAGE>


                                                                             6


Business Corporation Act (the "KBCA") and the Kentucky Limited Liability
Company Act (the "KLLCA"), be merged with and into New Ashland LLC (the
"Reorganization Merger") at the Reorganization Merger Effective Time (as
defined in Section 2.02), which, if not the time of filing of the
Reorganization Articles of Merger (as defined in Section 2.02) in
accordance with Section 2.02, shall be a time mutually agreed upon by
Ashland and Marathon.

          SECTION 1.03. HOLDCO BORROWING; CAPITAL CONTRIBUTION; CONVERSION
MERGER. Promptly following the consummation of the Maleic/VIOC
Contribution, the MAP/LOOP/LOCAP Contribution and the Reorganization Merger
pursuant to Section 1.02, the parties shall consummate each of the
following Transactions:

          (a) HOLDCO BORROWING. Promptly following the Reorganization
Merger Effective Time, the Marathon Parties shall cause the HoldCo
Borrowing (as defined in Section 14.02) to be advanced to HoldCo by one or
more lenders that are not affiliates of MAP, any Marathon Party or any
Ashland Party ("Third Party Lenders") and HoldCo shall accept the HoldCo
Borrowing. If Marathon guarantees or otherwise provides credit support for
the HoldCo Borrowing, Marathon and HoldCo shall enter into a reimbursement
agreement (the "Reimbursement Agreement"), pursuant to which HoldCo shall
commit to pay a guarantee fee to Marathon after the Closing and, if
requested by Marathon prior to the Closing Date, shall grant to Marathon on
the Closing Date a security interest in all the property and other assets
(including the Membership Interest) that HoldCo owns to secure its
reimbursement obligations to Marathon, to the fullest extent permitted by
Contracts (as defined in Section 6.05(a)) to which Ashland or any Ashland
Subsidiary is a party or by which any of their respective properties or
assets is bound. Such security interest shall be released (other than with
respect to assets of the surviving entity of the Acquisition Merger (as
defined in Section 1.04(a)) at the Acquisition Merger Effective Time (or,
if earlier, upon the New Ashland Inc. Share Issuance). The Reimbursement
Agreement shall provide that: (i) the guarantee fee shall be payable after
Closing; and (ii) the reimbursement obligations to Marathon shall not
exceed the net amount of the HoldCo Borrowing actually received by HoldCo.


<PAGE>


                                                                             7


          (b) CAPITAL CONTRIBUTION. Promptly following the consummation of
the HoldCo Borrowing pursuant to Section 1.03(a), HoldCo shall contribute
to New Ashland LLC cash in the amount equal to the total amount of the
HoldCo Borrowing, by wire transfer of immediately available funds to a New
Ashland LLC bank account designated in writing by Ashland at least two
business days prior to the Closing Date (the "Capital Contribution").

          (c) CONVERSION MERGER. Promptly following the consummation of the
Capital Contribution pursuant to Section 1.03(b), pursuant to Article III
and in accordance with the KLLCA and the KBCA, New Ashland LLC shall be
merged with and into New Ashland Inc. (the "Conversion Merger") at the
Conversion Merger Effective Time (as defined in Section 3.02), which, if
not the time of filing of the Conversion Articles of Merger (as defined in
Section 3.02) in accordance with Section 3.02, shall be a time mutually
agreed upon by Ashland and Marathon.

          SECTION 1.04. ACQUISITION MERGER; DISTRIBUTION. (a) Promptly
following the Conversion Merger Effective Time, pursuant to Article IV and
in accordance with the Delaware General Corporation Law (the "DGCL") and
the Delaware Limited Liability Company Act (the "DLLCA"), HoldCo shall be
merged with and into Merger Sub (the "Acquisition Merger") at the
Acquisition Merger Effective Time.

          (b) In the event that the Private Letter Rulings (as defined in
Section 10.01(f)) do not provide that the Acquisition Merger will be
treated as a distribution by HoldCo of all the stock of New Ashland Inc.
under Section 355 of the Internal Revenue Code of 1986, as amended (the
"Code"), followed by a merger of HoldCo into Merger Sub, then the parties
hereto shall execute an appropriate amendment to this Agreement to provide
that the New Ashland Inc. Share Issuance (as defined in Section 6.05(b))
shall not be effected as part of the Acquisition Merger but instead the
shares of New Ashland Inc. to be issued thereunder shall be issued to
HoldCo as part of the Conversion Merger, followed by the distribution
thereof by HoldCo to the holders of HoldCo Common Stock (as defined in
Section 2.04(a)(i)), on the basis of one share of New Ashland Inc. Common
Stock for each outstanding share of HoldCo Common Stock, immediately prior
to the Acquisition Merger.


<PAGE>


                                                                             8


          SECTION 1.05. CLOSING. The closing of the Transactions (the
"Closing") shall take place at the offices of MAP, 539 South Main Street,
Findlay, Ohio 45840 at 10:00 a.m. (Eastern time) on the last business day
of the calendar month in which the last to be satisfied (or, to the extent
permitted by Law (as defined in Section 6.05(a)), waived by the parties
entitled to the benefits thereof) of the conditions set forth in Article X
(other than those conditions that by their nature are to be satisfied on
the Closing Date, but subject to the satisfaction or waiver of those
conditions) has been so satisfied or waived, or, if the last such condition
is satisfied or waived on one of the last two business days of a calendar
month, on the last business day of the following calendar month, or at such
other place, time and date as shall be agreed in writing between Ashland
and Marathon. The date on which the Closing occurs is referred to in this
Agreement as the "Closing Date". If Ashland and Marathon agree that the
Closing is expected to occur on December 31, 2004, the parties shall use
their reasonable best efforts to agree on closing mechanics to effect the
Transactions on such date, which may include: (i) the filing of the
Reorganization Articles of Merger, the Conversion Articles of Merger and
the Acquisition Certificate of Merger prior to December 31, 2004, in each
case specifying an effective time on December 31, 2004 and (ii) advancement
of the HoldCo Borrowing to an escrow account for the benefit of HoldCo at a
pre-closing prior to December 31, 2004 to ensure that the proceeds of the
Capital Contribution will be available to New Ashland Inc. on the Closing
Date for consummation of the tender offer and/or consent solicitation
contemplated by Section 9.03(b).

          SECTION 1.06. POST-CLOSING TRUE-UP. Within 90 days after the
Closing Date (subject to extension with the prior written consent of New
Ashland Inc., such consent not to be unreasonably withheld), MAP shall
prepare and deliver to Ashland a statement setting forth the MAP Partial
Redemption Amount. If the MAP Partial Redemption Amount exceeds the
Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated
MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount,
New Ashland Inc. shall, make payment to the other party of the amount of
such excess, together with interest thereon at a rate equal to the rate of
interest from time to time


<PAGE>


                                                                             9


announced publicly by Citibank, N.A., as its prime rate, calculated on the
basis of the actual number of days elapsed divided by 365, from the Closing
Date to the date of payment. Payment by MAP to New Ashland Inc. under this
Section 1.06 shall be in an amount of cash and accounts receivable of MAP
(such accounts receivable to be selected in accordance with the protocol
set forth in Exhibit A) within 30 days of the determination by MAP of the
MAP Partial Redemption Amount. The total Value of the accounts receivable
payable by MAP under this Section 1.06 shall equal the product of (i) the
total amount of the payment owed by MAP to New Ashland Inc. under this
Section 1.06 and (ii) the AR Fraction. Payment made by New Ashland Inc. to
MAP under this Section 1.06 shall be made in cash within 30 days after
receipt by New Ashland Inc. of the statement setting forth the MAP Partial
Redemption Amount. All cash payments under this Section 1.06 shall be made
by wire transfer in immediately available funds to an Ashland bank account
or a MAP bank account, as applicable, which shall be designated in writing
by Ashland or MAP, as applicable, at least two business days prior to the
date for such payment.



                                 ARTICLE II

                         THE REORGANIZATION MERGER
                           -------------------------

          SECTION 2.01. PARTIES TO THE REORGANIZATION MERGER. The names of
the constituent business entities that are parties to the Reorganization
Merger are Ashland Inc. (referred to herein as "Ashland") and EXM LLC
(referred to herein as "New Ashland LLC"). Upon the terms and subject to
the conditions set forth herein, at the Reorganization Merger Effective
Time, Ashland shall merge with and into New Ashland LLC, the separate
corporate existence of Ashland shall cease and New Ashland LLC shall be the
surviving business entity of the Reorganization Merger. The name of the
surviving business entity of the Reorganization Merger shall be EXM LLC.

          SECTION 2.02 REORGANIZATION MERGER EFFECTIVE TIME. Prior to the
Closing, Ashland shall prepare, and on the Closing Date, New Ashland LLC
shall file with the Secretary of State of the Commonwealth of Kentucky,
articles of merger or other appropriate documents (in any


<PAGE>


                                                                            10


such case, the "Reorganization Articles of Merger") executed in accordance
with the relevant provisions of the KBCA and the KLLCA and shall make all
other filings or recordings required under the KBCA and the KLLCA. The
Reorganization Merger shall become effective at such time as the
Reorganization Articles of Merger are duly filed with such Secretary of
State, or at such later time on the Closing Date as specified in the
Reorganization Articles of Merger (the time the Reorganization Merger
becomes effective being the "Reorganization Merger Effective Time").

          SECTION 2.03. EFFECTS. The Reorganization Merger shall have the
effects set forth in KRS 271B.11-060 of the KBCA and KRS 275.365 of the
KLLCA. Without limiting the generality of the foregoing, and subject
thereto, at the Reorganization Merger Effective Time, all the properties,
rights, privileges and powers of Ashland immediately prior to the
Reorganization Merger Effective Time shall rest in New Ashland LLC, and all
debts, liabilities, obligations and duties of Ashland immediately prior to
the Reorganization Merger Effective Time shall become the debts,
liabilities, obligations and duties of New Ashland LLC.

          SECTION 2.04. CONVERSION OF ASHLAND SECURITIES. (a) At the
Reorganization Merger Effective Time, by virtue of the Reorganization
Merger and without any action on the part of any holder of any shares of
Ashland Common Stock or any limited liability company interests in New
Ashland LLC ("New Ashland LLC Interests"):

          (i) subject to Section 2.05, each share of Ashland Common Stock
     issued and outstanding immediately prior to the Reorganization Merger
     Effective Time shall be converted into and thereafter represent one
     duly issued, fully paid and nonassessable share of common stock, par
     value $1.00 per share, of HoldCo (the "HoldCo Common Stock") (the
     "Reorganization Merger Consideration"); and

          (ii) all New Ashland LLC Interests shall remain outstanding
     without change.

          (b) As of the Reorganization Merger Effective Time, all shares of
     Ashland Common Stock shall no longer be


<PAGE>


                                                                            11


outstanding, shall automatically be canceled and retired and shall cease to
exist, and each holder of a certificate formerly evidencing shares of
Ashland Common Stock shall, subject to Section 2.05, cease to have any
rights with respect thereto except the right to receive the number of
shares of HoldCo Common Stock into which such shares of Ashland Common
Stock were converted pursuant to the provisions of Section 2.04(a) hereof.

          (c) The Reorganization Merger Consideration issued (and paid)
upon conversion of any shares of Ashland Common Stock in accordance with
the terms of this Article II shall be deemed to have been issued (and paid)
at the Reorganization Merger Effective Time in full satisfaction of all
rights pertaining to such shares of Ashland Common Stock, and after the
Reorganization Merger Effective Time there shall be no further registration
of transfers on the stock transfer books of the business entity surviving
the Reorganization Merger, New Ashland LLC, of shares of Ashland Common
Stock that were outstanding immediately prior to the Reorganization Merger
Effective Time.

          SECTION 2.05. DISSENTERS' RIGHTS. Notwithstanding anything in
this Agreement to the contrary, shares of Ashland Common Stock that are
outstanding immediately prior to the Reorganization Merger Effective Time
and that are held by any person who is entitled to demand and properly
demands payment of the fair value of such shares ("Dissenters' Shares")
pursuant to, and who complies in all respects with, Subtitle 13 of the KBCA
("Subtitle 13") shall not be converted into Reorganization Merger
Consideration as provided in Section 2.04(a), but rather the holders of
Dissenters' Shares shall be entitled to payment of the fair value of such
Dissenters' Shares in accordance with Subtitle 13; provided, however, that
if any such holder shall fail to perfect or otherwise shall waive, withdraw
or lose the right to receive payment of fair value under Subtitle 13, then
the right of such holder to be paid the fair value of such holder's
Dissenters' Shares shall cease and such Dissenters' Shares shall be deemed
to have been converted as of the Reorganization Merger Effective Time into,
and to have become exchangeable solely for, Reorganization Merger
Consideration as provided in Section 2.04(a).


<PAGE>


                                                                            12


          SECTION 2.06. LIMITED LIABILITY. Limited liability shall be retained
with respect to the business entity surviving the Reorganization Merger, New
Ashland LLC.

          SECTION 2.07. ARTICLES OF ORGANIZATION. No changes to the Articles
of Organization of New Ashland LLC shall be effected by the Reorganization
Merger.

          SECTION 2.08. OPERATING AGREEMENT. The operating agreement of New
Ashland LLC as in effect immediately prior to the Reorganization Merger
Effective Time shall be the operating agreement of the business entity
surviving the Reorganization Merger, New Ashland LLC, until thereafter
changed or amended as provided therein or by applicable Law.

          SECTION 2.09. REORGANIZATION PLAN OF MERGER. The provisions
contained in Sections 2.01 through 2.08 constitute the "plan of merger", as
that term is used in KRS 271B.11-010 and KRS 271B.11-080 of the KBCA and
KRS 275.355 of the KLLCA, for the Reorganization Merger (the
"Reorganization Plan of Merger"). The adoption of this Agreement by the
Board of Directors of Ashland (the "Ashland Board") constitutes the
adoption, and the approval of this Agreement by the shareholders of Ashland
will constitute the approval, of the Reorganization Plan of Merger by
Ashland as required by KRS 271B.11-030. The approval of this Agreement by
HoldCo, as the sole member of New Ashland LLC, constitutes the approval of
the Reorganization Plan of Merger by New Ashland LLC as required by KRS
275.350.



                                ARTICLE III

                           THE CONVERSION MERGER
                             ---------------------

          SECTION 3.01. PARTIES TO THE CONVERSION MERGER. The names of the
constituent business entities that are parties to the Conversion Merger are
EXM LLC (referred to herein as "New Ashland LLC") and New EXM Inc.
(referred to herein as "New Ashland Inc."). Upon the terms and subject to
the conditions set forth herein, at the Conversion Merger Effective Time,
New Ashland LLC shall merge with and into New Ashland Inc., the separate
existence of New


<PAGE>


                                                                            13


Ashland LLC shall cease and New Ashland Inc. will be the surviving business
entity of the Conversion Merger. Pursuant to the amendment referred to in
Section 3.06(a), the name of the surviving business entity of the
Conversion Merger shall be changed to Ashland Inc.

          SECTION 3.02. CONVERSION MERGER EFFECTIVE TIME. Prior to the
Closing, Ashland shall prepare, and on the Closing Date, New Ashland Inc.
shall file with the Secretary of State of the Commonwealth of Kentucky,
articles of merger or other appropriate documents (in any such case, the
"Conversion Articles of Merger") executed in accordance with the relevant
provisions of the KLLCA and the KBCA and shall make all other filings or
recordings required under the KLLCA and the KBCA. The Conversion Merger
shall become effective at such time as the Conversion Articles of Merger
are duly filed with such Secretary of State, or at such later time on the
Closing Date as specified in the Conversion Articles of Merger (the time
the Conversion Merger becomes effective being the "Conversion Merger
Effective Time").

          SECTION 3.03. EFFECTS. The Conversion Merger shall have the
effects set forth in KRS 271B.11-060 of the KBCA and KRS 275.365 of the
KLLCA. Without limiting the generality of the foregoing, and subject
thereto, at the Conversion Merger Effective Time, all the properties,
rights, privileges and powers of New Ashland LLC immediately prior to the
Conversion Merger Effective Time shall rest in New Ashland Inc., and all
debts, liabilities, obligations and duties of New Ashland LLC immediately
prior to the Conversion Merger Effective Time shall become the debts,
liabilities, obligations and duties of New Ashland Inc.

          SECTION 3.04. CONVERSION OF NEW ASHLAND SECURITIES. At the
Conversion Merger Effective Time, by virtue of the Conversion Merger and
without any action on the part of HoldCo:

          (i) all New Ashland LLC Interests issued and outstanding
     immediately prior to the Conversion Merger Effective Time shall no
     longer be outstanding and shall automatically be canceled and retired
     and shall cease to exist, and no consideration shall be delivered or
     deliverable in exchange therefor; and


<PAGE>


                                                                            14


          (ii) each share of New Ashland Inc. Common Stock issued and
     outstanding immediately prior to the Conversion Merger Effective Time
     shall remain outstanding without change.

          SECTION 3.05. LIMITED LIABILITY. Limited liability shall be
retained with respect to the business entity surviving the Conversion
Merger, New Ashland Inc.

          SECTION 3.06. ARTICLES OF INCORPORATION AND BY-LAWS. (a) At the
Conversion Merger Effective Time, the articles of incorporation of New
Ashland Inc. shall be amended as set out in Exhibit B, and, as so amended,
such articles of incorporation shall be the articles of incorporation of
the business entity surviving the Conversion Merger, New Ashland Inc.,
until thereafter changed or amended as provided therein or by applicable
Law.

          (b) The by-laws of New Ashland Inc. as in effect immediately
     prior to the Conversion Merger Effective Time shall be the by-laws of
     the business entity surviving the Conversion Merger, New Ashland Inc.,
     until thereafter changed or amended as provided therein or by
     applicable Law.

          SECTION 3.07. DIRECTORS. The directors of New Ashland Inc.
immediately prior to the Conversion Merger Effective Time shall be the
directors of the business entity surviving the Conversion Merger, New
Ashland Inc., until the earlier of their resignation or removal or until
their respective successors are duly elected and qualified, as the case may
be.

          SECTION 3.08. OFFICERS. The officers of New Ashland Inc.
immediately prior to the Conversion Merger Effective Time shall be the
officers of the business entity surviving the Conversion Merger, New
Ashland Inc., until the earlier of their resignation or removal or until
their respective successors are duly elected or appointed and qualified, as
the case may be.

          SECTION 3.09. CONVERSION PLAN OF MERGER. The provisions contained
in Sections 3.01 through 3.08 constitute the "plan of merger", as that term
is used in KRS 271B.11-010 and KRS 271B.11-080 of the KBCA and KRS 275.355
of the KLLCA, for the Conversion Merger (the


<PAGE>


                                                                            15


"Conversion Plan of Merger"). The adoption of this Agreement by the Board
of Directors of New Ashland Inc. (the "New Ashland Board") constitutes the
adoption, and the approval of this Agreement by HoldCo, as the sole
shareholder of New Ashland Inc., constitutes the approval, of the
Conversion Plan of Merger by New Ashland Inc. as required by KRS
271B.11-030 of the KBCA. The approval of this Agreement by HoldCo, as the
sole member of New Ashland LLC, constitutes the approval of the Conversion
Plan of Merger by New Ashland LLC as required by KRS 275.350 of the KLLCA.



                                 ARTICLE IV

                           THE ACQUISITION MERGER
                            ----------------------

          SECTION 4.01. ACQUISITION MERGER; ACQUISITION MERGER EFFECTIVE
TIME. Upon the terms and subject to the conditions set forth herein, at the
Acquisition Merger Effective Time, HoldCo shall be merged with and into
Merger Sub, the separate corporate existence of HoldCo shall cease and
Merger Sub shall be the surviving business entity of the Acquisition
Merger. Prior to the Closing, Ashland and Marathon shall jointly prepare,
and on the Closing Date, Merger Sub shall file with the Secretary of State
of the State of Delaware, a certificate of merger or other appropriate
documents (in any such case, the "Acquisition Certificate of Merger")
executed in accordance with the relevant provisions of the DGCL and the
DLLCA and shall make all other filings or recordings required under the
DGCL and the DLLCA. The Acquisition Merger shall become effective at such
time as the Acquisition Certificate of Merger is duly filed with such
Secretary of State, or at such later time on the Closing Date as Ashland
and Marathon shall agree and specify in the Acquisition Certificate of
Merger (the time the Acquisition Merger becomes effective being the
"Acquisition Merger Effective Time").

          SECTION 4.02. EFFECTS. The Acquisition Merger shall have the
effects set forth in Section 18-209(g) of the DLLCA. Without limiting the
generality of the foregoing, and subject thereto, at the Acquisition Merger
Effective Time, all the properties, rights, privileges and powers of HoldCo
immediately prior to the Acquisition Merger Effective Time shall vest in
Merger Sub, and all


<PAGE>


                                                                            16


debts, liabilities, obligations and duties of HoldCo immediately prior to
the Acquisition Merger Effective Time shall become the debts, liabilities,
obligations and duties of Merger Sub.

          SECTION 4.03. EFFECT ON CAPITAL STOCK. (a) At the Acquisition
Merger Effective Time, by virtue of the Acquisition Merger and without any
action on the part of the holder of any shares of HoldCo Common Stock or
any membership interests in Merger Sub:

          (i) subject to Section 5.01(e), each issued and outstanding share
     of HoldCo Common Stock shall be converted into the right to receive
     (x) one duly issued, fully paid and nonassessable share of New Ashland
     Inc. Common Stock and (y) a number of duly issued, fully paid and
     nonassessable shares of Marathon Common Stock equal to the Exchange
     Ratio (as defined in Section 4.03(b));

          (ii) all of the limited liability company interests in Merger Sub
     issued and outstanding immediately prior to the Acquisition Merger
     Effective Time shall remain outstanding without change; and

          (iii) each share of New Ashland Inc. Common Stock held by HoldCo
     immediately prior to the Acquisition Merger Effective Time shall
     automatically be canceled and retired and shall cease to exist, and no
     consideration shall be delivered or deliverable in exchange therefor.

          (b) The shares of New Ashland Inc. Common Stock and Marathon
     Common Stock to be issued upon the conversion of shares of HoldCo
     Common Stock pursuant to Section 4.03(a)(i) and cash in lieu of
     fractional shares of Marathon Common Stock as contemplated by Section
     5.01(e) are referred to collectively as "Acquisition Merger
     Consideration". As of the Acquisition Merger Effective Time, all such
     shares of HoldCo Common Stock shall no longer be outstanding and shall
     automatically be canceled and retired and shall cease to exist, and
     each holder of a certificate formerly representing the right to
     receive any such shares of HoldCo Common Stock pursuant to Section
     2.04(b) shall cease to have any rights with respect


<PAGE>


                                                                            17


thereto, except the right to receive, upon surrender of such certificate in
accordance with Section 5.01, the Acquisition Merger Consideration, without
interest. "Exchange Ratio" means $315,000,000 divided by the product of (x)
the Fair Market Value and (y) the total number of shares of Ashland Common
Stock issued and outstanding immediately prior to the Reorganization Merger
Effective Time. "Fair Market Value" means an amount equal to the average of
the closing sale prices per share for the Marathon Common Stock on the New
York Stock Exchange (the "NYSE"), as reported in The Wall Street Journal,
Northeastern edition, for each of the twenty consecutive trading days
ending with the third complete trading day prior to the Closing Date (not
counting the Closing Date) (the "Averaging Period"). Notwithstanding the
foregoing, if the Board of Directors of Marathon (the "Marathon Board")
declares a dividend on the outstanding shares of Marathon Common Stock
having a record date before the Closing Date but an ex- dividend date
(based on "regular way" trading on the NYSE of shares of Marathon Common
Stock) (the "Ex-Date") that occurs after the first trading day of the
Averaging Period, then for purposes of computing the Fair Market Value, the
closing price on any trading day before the Ex-Date will be adjusted by
subtracting therefrom the amount of such dividend. For purposes of the
immediately preceding sentence, the amount of any noncash dividend will be
the fair market value thereof on the payment date for such dividend as
determined in good faith by mutual agreement of Ashland and Marathon.

          (c) If, prior to the Acquisition Merger Effective Time, the
outstanding shares of Marathon Common Stock shall have been reclassified or
changed into, or exchanged for, securities other than Marathon Common Stock
(including as a result of a merger), then, notwithstanding Section
4.03(a)(i) but subject to Section 5.01(e), each issued and outstanding
share of HoldCo Common Stock shall be converted into the right to receive
such other securities with the exchange ratio determined in accordance with
Section 4.03(b), subject to such appropriate adjustments as shall be
determined in good faith by mutual agreement of Ashland and Marathon.

          (d) If, after the first trading day of the Averaging Period and
prior to the Acquisition Merger Effective Time, the outstanding shares of
Marathon Common


<PAGE>


                                                                            18


Stock shall have been increased, decreased, changed into or exchanged for a
different number of shares of Marathon Common Stock in any case as a result
of a reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, combination or exchange of shares or
other similar change in capitalization, then an appropriate and
proportionate adjustment shall be made to the Exchange Ratio.

          SECTION 4.04. LIMITED LIABILITY COMPANY AGREEMENT. The limited
liability company agreement of Merger Sub as in effect immediately prior to
the Acquisition Merger Effective Time shall be the limited liability
company agreement of the business entity surviving the Acquisition Merger,
Merger Sub, until thereafter changed or amended as provided therein or by
applicable Law.

          SECTION 4.05. TAX TREATMENT. The parties intend that (a) the
Acquisition Merger will qualify as a "reorganization" within the meaning of
Section 368(a) of the Code and the rules and regulations promulgated
thereunder, (b) HoldCo and Marathon will each be a "party" to such
reorganization within the meaning of Section 368(b) of the Code and (c)
this Agreement is intended to constitute a "plan of reorganization" for
U.S. Federal income Tax purposes.



                                 ARTICLE V

                      EXCHANGE OF HOLDCO CERTIFICATES
                        -------------------------------

          SECTION 5.01. EXCHANGE OF CERTIFICATES. (a) EXCHANGE AGENT. (i)
Promptly following the Acquisition Merger, New Ashland Inc. shall issue and
deposit with an exchange agent designated by Ashland and reasonably acceptable
to Marathon (the "Exchange Agent"), for the benefit of the holders of shares
of HoldCo Common Stock, for exchange in accordance with this Article V,
through the Exchange Agent, certificates representing the shares of New
Ashland Inc. Common Stock issuable pursuant to Section 4.03 in exchange for
outstanding shares of HoldCo Common Stock. New Ashland Inc. shall provide to
the Exchange Agent following the Acquisition Merger Effective Time all the
cash necessary to pay any dividends or other


<PAGE>


                                                                            19


distributions with respect to New Ashland Inc. Common Stock in accordance with
Section 5.01(c)(i).

          (ii) Promptly following the Acquisition Merger Effective Time,
     Marathon shall issue and deposit with the Exchange Agent, for the
     benefit of the holders of shares of HoldCo Common Stock, for exchange
     in accordance with this Article V, through the Exchange Agent,
     certificates representing a number of shares of Marathon Common Stock
     equal to the product of (x) the total number of shares of Ashland
     Common Stock issued and outstanding immediately prior to the
     Reorganization Merger Effective Time and (y) the Exchange Ratio,
     rounded up to the nearest whole share. Marathon shall provide to the
     Exchange Agent (or, following the termination of the Exchange Fund
     pursuant to Section 5.01(f), to New Ashland Inc. so long as it is the
     record holder on the applicable record date of shares of Marathon
     Common Stock delivered to New Ashland Inc. upon such termination)
     following the Acquisition Merger Effective Time all the cash necessary
     to pay any dividends or other distributions in accordance with Section
     5.01(c)(ii) (the shares of New Ashland Inc. Common Stock, together
     with the cash provided to pay any dividends or distributions with
     respect thereto, and the shares of Marathon Common Stock, together
     with the cash provided to pay any dividends or distributions with
     respect thereto, deposited with the Exchange Agent being hereinafter
     referred to as the "Exchange Fund"). For the purposes of such deposit,
     Marathon shall assume that there will not be any fractional shares of
     Marathon Common Stock.

          (iii) The Exchange Agent shall, pursuant to irrevocable
     instructions delivered by New Ashland Inc. and Marathon, deliver the
     New Ashland Inc. Common Stock and the Marathon Common Stock
     contemplated to be issued pursuant to Section 4.03 and this Article V
     out of the Exchange Fund. The Exchange Fund shall not be used for any
     other purpose.


<PAGE>


                                                                            20


          (b) EXCHANGE PROCEDURES. As promptly as reasonably practicable
after the Acquisition Merger Effective Time, the Exchange Agent shall mail
to each holder of record of a certificate or certificates (each, a
"Certificate") that immediately prior to the Reorganization Merger
Effective Time represented outstanding shares of Ashland Common Stock
(other than holders of Dissenters' Shares), (i) a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and
title to the Certificate or Certificates shall pass, only upon delivery of
the Certificate or Certificates to the Exchange Agent and shall be in such
form and have such other provisions as New Ashland Inc. and Marathon may
reasonably specify) and (ii) instructions for use in effecting the
surrender of the Certificate or Certificates in exchange for Acquisition
Merger Consideration. Upon surrender of a Certificate or Certificates for
cancelation to the Exchange Agent or, following termination of the Exchange
Fund pursuant to Section 5.01(f), New Ashland Inc., together with such
letter of transmittal, duly executed and completed in accordance with the
instructions thereto, and such other documents as may reasonably be
required by the Exchange Agent or New Ashland Inc., as applicable, the
holder of such Certificate or Certificates shall be entitled to receive in
exchange therefor (i) a certificate or certificates representing the number
of shares of New Ashland Inc. Common Stock that such holder has the right
to receive pursuant to the provisions of Section 4.03 and this Article V,
(ii) a certificate or certificates representing that number of whole shares
of Marathon Common Stock that such holder has the right to receive pursuant
to the provisions of Section 4.03 and this Article V, (iii) cash in lieu of
fractional shares of Marathon Common Stock that such holder has the right
to receive pursuant to Section 5.01(e) and (iv) any dividends or other
distributions such holder has the right to receive pursuant to Section
5.01(c), and the Certificate or Certificates so surrendered shall forthwith
be canceled. In the event of a transfer of ownership of Ashland Common
Stock or HoldCo Common Stock that is not registered in the transfer records
of Ashland or HoldCo, (i) a certificate or certificates representing the
appropriate number of shares of New Ashland Inc. Common Stock and (ii) a
certificate or certificates representing the appropriate number of shares
of Marathon Common Stock, together with a check for cash to be paid in lieu
of fractional shares, may be issued and


<PAGE>


                                                                            21


paid to a person other than the person in whose name the Certificate or
Certificates so surrendered is registered, if such Certificate or
Certificates shall be properly endorsed or otherwise be in proper form for
transfer and the person requesting such issuance and payment shall pay any
transfer or other Taxes required by reason of the issuance of shares of New
Ashland Inc. Common Stock and Marathon Common Stock to a person other than
the registered holder of such Certificate or Certificates or establish to
the satisfaction of New Ashland Inc. that such Tax has been paid or is not
applicable. Until surrendered as contemplated by this Section 5.01, each
Certificate shall be deemed at any time after the Acquisition Merger
Effective Time to represent only the right to receive upon such surrender
Acquisition Merger Consideration as contemplated by this Section 5.01. No
interest shall be paid or accrue on any cash in lieu of fractional shares
or accrued and unpaid dividends or distributions, if any, payable upon
surrender of any Certificate.

          (c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. (i) No
     dividends or other distributions with respect to shares of New Ashland
     Inc. Common Stock with a record date on or after the Closing Date
     shall be paid to the holder of any Certificate with respect to the
     shares of New Ashland Inc. Common Stock issuable upon surrender of
     such Certificate until the surrender of such Certificate in accordance
     with this Article V. Subject to applicable Law, following surrender of
     any such Certificate, there shall be paid to the holder of the
     certificate representing shares of New Ashland Inc. Common Stock
     issued in exchange therefor, without interest, (A) at the time of such
     surrender, the amount of dividends or other distributions with a
     record date after the Closing Date theretofore paid with respect to
     such shares of New Ashland Inc. Common Stock, and (B) at the
     appropriate payment date, the amount of dividends or other
     distributions with a record date on or after the Closing Date but
     prior to such surrender and a payment date subsequent to such
     surrender payable with respect to such shares of New Ashland Inc.
     Common Stock.

          (ii) No dividends or other distributions with respect to shares
     of Marathon Common Stock with a record date on or after the Closing
     Date shall be paid to the holder of any Certificate with respect to
     the shares of Marathon Common


<PAGE>


                                                                            22


Stock issuable upon surrender thereof, and no cash payment in lieu of
fractional shares shall be paid to any such holder pursuant to Section
5.01(e), until the surrender of such Certificate in accordance with this
Article V. Subject to applicable Law, following surrender of any such
Certificate, there shall be paid to the holder of the certificate
representing whole shares of Marathon Common Stock issued in exchange
therefor, without interest, (A) at the time of such surrender, the amount
of any cash payable in lieu of a fractional share of Marathon Common Stock
to which such holder is entitled pursuant to Section 5.01(e) and the amount
of dividends or other distributions with a record date on or after the
Closing Date theretofore paid with respect to such whole shares of Marathon
Common Stock and (B) at the appropriate payment date, the amount of
dividends or other distributions with a record date on or after the Closing
Date but prior to such surrender and a payment date subsequent to such
surrender payable with respect to such whole shares of Marathon Common
Stock.

          (d) NO FURTHER OWNERSHIP RIGHTS IN HOLDCO COMMON STOCK. The
Acquisition Merger Consideration issued (and paid) upon conversion of any
shares of HoldCo Common Stock in accordance with the terms of this Article
V shall be deemed to have been issued (and paid) in full satisfaction of
all rights pertaining to such shares of HoldCo Common Stock, and after the
Acquisition Merger Effective Time there shall be no further registration of
transfers on the stock transfer books of the business entity surviving the
Acquisition Merger, Merger Sub, of shares of HoldCo Common Stock that were
outstanding immediately prior to the Acquisition Merger Effective Time. If,
after the Acquisition Merger Effective Time, any Certificates are presented
to New Ashland Inc. or the Exchange Agent for any reason, they shall be
canceled and exchanged as provided in this Article V except as otherwise
provided by applicable Law. Unless Marathon otherwise consents, the
Acquisition Merger Consideration shall not be issued to any person who is
an "affiliate" of Ashland for purposes of Rule 145 under the Securities Act
of 1933, as amended (the "Securities Act"), on the date of the Ashland
Shareholders Meeting, as


<PAGE>


                                                                            23


determined from representations contained in the letters of transmittal to
be delivered by former holders of shares of Ashland Common Stock pursuant
to the provisions of Section 5.01(b) (a "Rule 145 Affiliate"), until
Marathon has received a written agreement from such Rule 145 Affiliate
substantially in the form attached hereto as Exhibit C; provided, however,
that Marathon shall be solely responsible for any Losses (as defined in
Section 13.01(a)) of any of the Ashland Parties and their respective
affiliates and Representatives (in each case other than such Rule 145
Affiliate) to the extent resulting from, arising out of, or relating to,
directly or indirectly, any refusal by Marathon to consent to the issuance
of Acquisition Merger Consideration to any such Rule 145 Affiliate pursuant
to this sentence.

          (e) NO FRACTIONAL SHARES. (i) No certificates or scrip
     representing fractional shares of Marathon Common Stock shall be
     issued upon the conversion of HoldCo Common Stock pursuant to Section
     4.03, and such fractional share interests shall not entitle the owner
     thereof to vote or to any rights of a holder of Marathon Common Stock.
     For purposes of this Section 5.01(e), all fractional shares to which a
     single record holder would be entitled shall be aggregated and
     calculations shall be rounded to three decimal places. Notwithstanding
     any other provision of this Agreement, each holder of Certificates who
     otherwise would be entitled to receive a fraction of a share of
     Marathon Common Stock (determined after taking into account all
     Certificates delivered by such holder) shall receive, in lieu thereof,
     cash (without interest) in an amount equal to the product of such
     fractional part of a share of Marathon Common Stock multiplied by the
     Fair Market Value.

          (ii) As promptly as practicable following the Acquisition Merger
     Effective Time, the Exchange Agent shall determine the excess of (A)
     the number of shares of Marathon Common Stock delivered to the
     Exchange Agent by Marathon pursuant to Section 5.01(a) over (B) the
     aggregate number of whole shares of Marathon Common Stock to be issued
     to holders of HoldCo Common Stock pursuant to Section 5.01(b) (such
     excess being herein called the "Excess Shares"). As promptly as
     practicable after such determination, Marathon shall deposit an amount


<PAGE>


                                                                            24


into the Exchange Fund equal to the product of the number of Excess Shares
multiplied by the Fair Market Value, and the Exchange Agent shall return
certificates representing such Excess Shares to Marathon.

          (f) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange
Fund that remains undistributed to the holders of Certificates for six
months after the Acquisition Merger Effective Time shall be delivered to or
in accordance with the instructions of New Ashland Inc., upon demand, and
any holder of a Certificate who has not theretofore complied with this
Article V shall thereafter look only to New Ashland Inc. for payment of its
claim for Acquisition Merger Consideration and any dividends or
distributions with respect to New Ashland Inc. Common Stock or Marathon
Common Stock, as applicable, as contemplated by Section 5.01(c).

          (g) LOST CERTIFICATES. If any Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such Certificate to be lost, stolen or destroyed and, if
required by New Ashland Inc., the execution of an indemnity reasonably
satisfactory to New Ashland Inc. (and, if required by New Ashland Inc., the
posting by such person of a bond in such reasonable amount as New Ashland
Inc. may direct, as indemnity) against any claim that may be made against
it with respect to such Certificate, the Exchange Agent will deliver in
exchange for such lost, stolen or destroyed Certificate the applicable
Acquisition Merger Consideration with respect to the shares of HoldCo
Common Stock formerly represented thereby, and any dividends or other
distributions such holder has the right to receive in respect thereof,
pursuant to this Agreement.

          (h) WITHHOLDING RIGHTS. Each of New Ashland Inc. and Marathon
shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any holder of Certificates and any
holder of Dissenters' Shares such amounts as may be required to be deducted
and withheld by New Ashland Inc. or Marathon, as applicable, with respect
to the making of such payment under the Code or under any provision of
state, local or foreign Tax Law. To the extent that amounts are so withheld
and paid over to the appropriate Tax Authority (as defined in Section
14.02), New Ashland Inc. or Marathon, as


<PAGE>


                                                                            25


applicable, will be treated as though it withheld an appropriate amount of
the type of consideration otherwise payable pursuant to this Agreement to
any holder of Certificates or Dissenters' Shares, sold such consideration
for an amount of cash equal to the fair market value of such consideration
at the time of such deemed sale and paid such cash proceeds to the
appropriate Tax Authority. Such withheld amounts shall be treated for all
purposes of this Agreement as having been paid to the holder of the shares
represented by the Certificates or Dissenters' Shares, as the case may be,
in respect of which such deduction and withholding was made.

          (i) NO LIABILITY. None of the Ashland Parties, the Marathon
Parties or the Exchange Agent shall be liable to any person in respect of
any shares of New Ashland Inc. Common Stock (or dividends or distributions
with respect thereto), Marathon Common Stock (or dividends or distributions
with respect thereto) or cash from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar
Law. If any Certificate has not been surrendered prior to five years after
the Acquisition Merger Effective Time (or immediately prior to such earlier
date on which Acquisition Merger Consideration or any dividends or
distributions with respect to New Ashland Inc. Common Stock or Marathon
Common Stock as contemplated by Section 5.01(c) in respect of such
Certificate would otherwise escheat to or become the property of any
Governmental Entity (as defined in Section 6.05(b))), any such shares,
cash, dividends or distributions in respect of such Certificate shall, to
the extent permitted by applicable Law, become the property of New Ashland
Inc., free and clear of all claims or interest of any person previously
entitled thereto.

          (j) INVESTMENT OF EXCHANGE FUND. The Exchange Agent shall invest
any cash included in the Exchange Fund, as directed by New Ashland Inc., on
a daily basis. Any interest and other income resulting from such
investments shall be paid to New Ashland Inc.


<PAGE>


                                                                            26


                                 ARTICLE VI

                       REPRESENTATIONS AND WARRANTIES
                           OF THE ASHLAND PARTIES
                        ------------------------------

          Ashland and New Ashland Inc., jointly and severally, represent
and warrant to the Marathon Parties that, as of the date of this Agreement
and as of the Closing Date as if made on the Closing Date (except to the
extent such representations and warranties expressly relate to an earlier
date, in which case as of such earlier date), except as set forth in the
disclosure letter, dated as of the date of this Agreement, from Ashland to
Marathon (the "Ashland Disclosure Letter"); provided, however, that no item
contained in any section of the Ashland Disclosure Letter shall be deemed
to qualify, or disclose any exception to, any representation or warranty
made in the last sentence of Section 6.03(e) or in Sections 6.04 or 6.11:

          SECTION 6.01. ORGANIZATION, STANDING AND POWER. Ashland is duly
organized, validly existing and in good standing under the Laws of the
Commonwealth of Kentucky and has full corporate power and authority to own,
lease and otherwise hold its properties and to conduct its businesses as
presently conducted. Each Significant Ashland Subsidiary (as defined in
this Section 6.01) is duly organized, validly existing and, to the extent
such concept or a similar concept exists in the relevant jurisdiction, in
good standing under the Laws of the jurisdiction in which it is organized
and has full corporate or other entity power and authority to own, lease or
otherwise hold its properties and to conduct its businesses as presently
conducted. Each of Ashland and each Significant Ashland Subsidiary is duly
qualified to do business and is in good standing (where applicable) in each
jurisdiction where the nature of its business or its ownership or leasing
of its properties makes such qualification necessary, except in such
jurisdictions where the failure to be so qualified or in good standing has
not had and would not reasonably be expected to have an Ashland Material
Adverse Effect (as defined in Section 6.05(a)). Ashland has provided to
Marathon true and complete copies of the articles of incorporation of
Ashland, as amended to the date of this Agreement (as so amended, the
"Ashland Charter"), and the by-laws of Ashland, as amended to the date of
this


<PAGE>


                                                                            27


Agreement (as so amended, the "Ashland By- laws"), and the comparable
charter and organizational documents of each Significant Ashland
Subsidiary, in each case as amended to the date of this Agreement. For
purposes of this Agreement, a "Significant Ashland Subsidiary" means New
Ashland LLC, New Ashland Inc., any subsidiary of Ashland that constitutes a
significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of
the SEC and, prior to the Acquisition Merger Effective Time, HoldCo.

          SECTION 6.02. ASHLAND SUBSIDIARIES; EQUITY INTERESTS. (a) All the
outstanding shares of capital stock of, or other equity interests in, each
Significant Ashland Subsidiary have been duly authorized and validly issued
and are fully paid and nonassessable and are as of the date of this
Agreement owned by Ashland, by another subsidiary of Ashland (an "Ashland
Subsidiary") or by Ashland and another Ashland Subsidiary, free and clear
of all pledges, liens, charges, mortgages, security interests, encumbrances
and adverse claims of any kind or nature whatsoever (collectively,
"Liens").

          (b) Each of HoldCo, New Ashland LLC and New Ashland Inc., since
the date of its formation, has not carried on any business or conducted any
operations other than the execution of this Agreement, the other
Transaction Agreements and the Ancillary Agreements to which it is a party,
the performance of its obligations hereunder and thereunder and matters
ancillary thereto. Except for any indebtedness for borrowed money and other
liabilities assumed by HoldCo pursuant to the Transaction Agreements or the
Ancillary Agreements, and except as otherwise expressly contemplated by the
Transaction Agreements or the Ancillary Agreements, immediately prior to
the Acquisition Merger, HoldCo will not have any indebtedness for borrowed
money or any other liabilities (whether accrued, absolute, liquidated,
unliquidated, fixed, contingent, disputed, undisputed, legal or equitable).

          SECTION 6.03. CAPITAL STRUCTURE. (a) The authorized capital stock
of Ashland consists of 300,000,000 shares of Common Stock and 30,000,000
shares of Cumulative Preferred Stock ("Ashland Preferred Stock" and,
together with the Ashland Common Stock, the "Ashland Capital Stock"). At
the close of business on February 29, 2004, (i) 69,599,791 shares of
Ashland Common Stock were issued and outstanding, (ii) 9,926,276 shares of


<PAGE>


                                                                            28


Ashland Common Stock were reserved for issuance pursuant to Ashland Stock
Plans (as defined in Section 14.02) and (iii) 500,000 shares of Series A
Participating Cumulative Preferred Stock ("Ashland Series A Preferred
Stock") were reserved for issuance in connection with the rights (the
"Ashland Rights") issued pursuant to the Rights Agreement dated as of May
16, 1996 (as amended from time to time, the "Ashland Rights Agreement"),
between Ashland and National City Bank, as Rights Agent. Except as set
forth above, at the close of business on February 29, 2004, no shares of
capital stock or other voting securities of Ashland were issued, reserved
for issuance or outstanding. There are no outstanding Ashland SARs (as
defined in Section 14.02) that were not granted in tandem with a related
Ashland Employee Stock Option. No shares of Ashland Capital Stock are held
by Ashland as treasury stock. All outstanding shares of Ashland Capital
Stock are, and all such shares that may be issued prior to the Closing will
be when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to or issued in violation of any purchase
option, call option, right of first refusal, preemptive right, subscription
right or any similar right under any provision of the KBCA, the Ashland
Charter, the Ashland By-laws or any Contract (as defined in Section
6.05(a)) to which Ashland is a party or otherwise bound. As of the date of
this Agreement, there are not any bonds, debentures, notes or other
indebtedness of Ashland having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on
which holders of Ashland Common Stock may vote ("Voting Ashland Debt").
None of HoldCo, New Ashland Inc. or New Ashland LLC owns or holds any
shares of Ashland Capital Stock or any Voting Ashland Debt. Except as set
forth above, as of the date of this Agreement, there are not any options,
warrants, rights, convertible or exchangeable securities, "phantom" stock
rights, stock appreciation rights, stock-based performance units,
commitments, Contracts, arrangements or undertakings of any kind to which
Ashland or any Ashland Subsidiary is a party or by which any of them is
bound (i) obligating Ashland or any Ashland Subsidiary to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other equity interests in, or any security convertible or
exercisable for or exchangeable into any capital stock of or other equity
interest in, Ashland or any Ashland Subsidiary or any Voting Ashland Debt
or


<PAGE>


                                                                            29


(ii) obligating Ashland or any Ashland Subsidiary to issue, grant, extend
or enter into any such option, warrant, call, right, security, commitment,
Contract, arrangement or undertaking. As of the date of this Agreement,
there are not any outstanding contractual obligations or commitments of
Ashland or any Ashland Subsidiary to repurchase, redeem or otherwise
acquire any shares of capital stock of Ashland or any Ashland Subsidiary.

          (b) The authorized capital stock of HoldCo consists of
300,000,000 shares of HoldCo Common Stock, 100 shares of which have been
duly authorized and validly issued, are fully paid and nonassessable and
are owned by Ashland free and clear of any Lien. No shares of capital stock
of HoldCo are held by HoldCo as treasury stock.

          (c) As of the date of this Agreement, the authorized capital
stock of New Ashland Inc. consists of 1,000 shares of Common Stock, of
which 100 shares of Common Stock have been duly authorized and validly
issued, are fully paid and nonassessable and are owned by HoldCo free and
clear of any Lien. Immediately prior to the Acquisition Merger Effective
Time, the authorized capital stock of New Ashland Inc. will consist of
300,000,000 shares of Common Stock and 30,000,000 shares of preferred
stock, of which 100 shares of Common Stock will have been duly authorized
and validly issued, fully paid and nonassessable and owned by HoldCo free
and clear of any Lien, other than any Lien (i) pursuant to the HoldCo
Borrowing arrangements or (ii) in favor of any Marathon Party or any of
their respective subsidiaries or affiliates.

          (d) All of the membership interests in New Ashland LLC are owned
by HoldCo free and clear of any Lien, other than any Lien (i) pursuant to
the HoldCo Borrowing arrangements or (ii) in favor of any Marathon Party or
any of their respective subsidiaries or affiliates.

          (e) Immediately prior to the MAP Partial Redemption, all of
Ashland's Membership Interest will be owned by Ashland free and clear of
any Lien. Immediately prior to the Acquisition Merger, all of Ashland's
Membership Interest that has not been redeemed pursuant to the MAP Partial
Redemption will be owned by HoldCo free and clear of any Lien, other than
any Lien (i) pursuant to the HoldCo Borrowing arrangements or (ii) in favor
of any


<PAGE>


                                                                            30


Marathon Party or any of their respective subsidiaries or affiliates. Upon
consummation of the Transactions, all of Ashland's Membership Interest
shall be vested in one or more of the Marathon Parties and shall thereafter
be the property of one or more of the Marathon Parties (assuming such
Marathon Parties have the requisite power and authority to be the lawful
owners of Ashland's Membership Interest), free and clear of any Lien, other
than any Lien (i) pursuant to the HoldCo Borrowing arrangements, (ii) in
favor of any Marathon Party or any of their respective subsidiaries or
affiliates or (iii) arising from actions or inactions of any of the
Marathon Parties or their affiliates (and not of any of the Ashland Parties
or their affiliates).

          SECTION 6.04. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.
(a) Each Ashland Party has all requisite corporate or limited liability
company power and authority to execute and deliver the Transaction
Agreements, and the other agreements and instruments to be executed and
delivered in connection with the Transaction Agreements (the "Ancillary
Agreements"), to which it is, or is specified to be, a party and to
consummate the Transactions. The execution and delivery by each Ashland
Party of each Transaction Agreement and Ancillary Agreement to which it is,
or is specified to be, a party and the consummation by each Ashland Party
of the Transactions to be consummated by it under the Transaction
Agreements and the Ancillary Agreements have been duly authorized by all
necessary corporate or limited liability company action on the part of each
Ashland Party subject to receipt of the Ashland Shareholder Approval (as
defined in Section 6.04(b)). Each Ashland Party has duly executed and
delivered each Transaction Agreement to which it is a party, and each
Transaction Agreement to which it is a party constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its
terms. As of the Closing Date, each Ashland Party will have duly executed
and delivered each Ancillary Agreement to which it is a party, and each
Ancillary Agreement to which it is a party will constitute its legal, valid
and binding obligation, enforceable against it in accordance with its
terms.

          (b) The Ashland Board, at a meeting duly called and held, duly
and unanimously adopted resolutions:


<PAGE>


                                                                            31


(i) adopting and approving the Transaction Agreements, the Ancillary
Agreements and the Transactions; (ii) determining that the terms of the
Transactions are fair to and in the best interests of Ashland and its
shareholders; and (iii) recommending that Ashland's shareholders approve
the Transaction Agreements and the Transactions (including the plan of
merger for the Reorganization Merger and the proposed transfer of Ashland's
interests in MAP, LOOP LLC and LOCAP LLC, as well as the Maleic Business
and the VIOC Centers, provided for in the Transaction Agreements). The only
vote of holders of any class or series of Ashland Capital Stock necessary
to approve and adopt the Transaction Agreements and the Transactions is the
approval of the Transaction Agreements and the Transactions (including the
plan of merger for the Reorganization Merger and the proposed transfer of
Ashland's interests in MAP, LOOP LLC and LOCAP LLC, as well as the Maleic
Business and the VIOC Centers, provided for in the Transaction Agreements)
by the holders of a majority of the outstanding Ashland Common Stock (the
"Ashland Shareholder Approval").

          (c) The Board of Directors of HoldCo has duly and unanimously
adopted resolutions: (i) approving and declaring advisable the Transaction
Agreements and the Ancillary Agreements to which HoldCo is a party, and
approving the Transactions; (ii) determining that the terms of the
Transactions to which HoldCo is a party are fair to and in the best
interests of HoldCo and Ashland, its sole shareholder; and (iii)
recommending that Ashland, HoldCo's sole shareholder, adopt the Transaction
Agreements to which HoldCo is a party. Ashland, as the sole shareholder of
HoldCo, has duly approved and adopted the Transaction Agreements to which
HoldCo is a party.

          (d) The New Ashland Board has duly and unanimously adopted
resolutions: (i) adopting and approving the Transaction Agreements and the
Ancillary Agreements to which New Ashland Inc. is a party, and adopting and
approving the Transactions; (ii) determining that the terms of the
Transactions to which New Ashland Inc. is a party are fair to and in the
best interests of New Ashland Inc. and HoldCo, its sole shareholder; and
(iii) recommending that HoldCo, New Ashland Inc.'s sole shareholder,
approve the Transaction Agreements to which New Ashland Inc. is a party.
HoldCo, as the sole shareholder of New Ashland Inc., has duly approved the


<PAGE>


                                                                            32


Transaction Agreements to which New Ashland Inc. is a party.

          (e) HoldCo, as the sole member of New Ashland LLC, has approved
the Transaction Agreements to which New Ashland LLC is a party.

          SECTION 6.05. NO CONFLICTS; CONSENTS. (a) The execution and
delivery by each Ashland Party of each Transaction Agreement to which it is
a party do not, the execution and delivery of each Ancillary Agreement to
which it is specified to be a party will not, and the consummation of the
Transactions to be consummated by it under the Transaction Agreements and
the Ancillary Agreements and compliance with the terms of the Transaction
Agreements and the Ancillary Agreements will not, conflict with, or result
in any breach or violation of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination,
cancelation or acceleration of any obligation or to loss of a material
benefit under, or result in the creation of any Lien upon any of the
properties or assets of Ashland or any Ashland Subsidiary under, any
provision of (i) the Ashland Charter, the Ashland By-laws or the comparable
charter or organizational documents of any Ashland Subsidiary, (ii) any
contract, lease, license, indenture, note, bond, agreement, permit,
concession, franchise or other instrument (a "Contract") to which Ashland
or any Ashland Subsidiary is a party or by which any of their respective
properties or assets is bound or (iii) subject to the filings and other
matters referred to in Section 6.05(b), any judgment, order or decree
("Judgment") or statute, law, ordinance, rule or regulation ("Law")
applicable to Ashland or any Ashland Subsidiary or their respective
properties or assets, other than, in the case of clauses (ii) and (iii)
above, any such items that, individually or in the aggregate, have not had
and would not reasonably be expected to have a material adverse effect on
the ability of any Ashland Party to perform its obligations under the
Transaction Agreements and the Ancillary Agreements or on the ability of
any Ashland Party to consummate the Transactions (an "Ashland Material
Adverse Effect").

          (b) No consent, approval, license, permit, order or authorization
("Consent") of, or registration, declaration or filing with, or permit
from, any Federal, state, local or foreign government or any court of


<PAGE>


                                                                            33


competent jurisdiction, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign (each, a
"Governmental Entity"), is required to be obtained or made by or with
respect to Ashland or any Ashland Subsidiary in connection with the
execution, delivery and performance of any Transaction Agreement or
Ancillary Agreement or the consummation of the Transactions, other than (i)
compliance with and filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with
the Securities and Exchange Commission (the "SEC") of (A) a joint
registration statement on Form S-4 (the "Ashland Form S- 4") in connection
with the issuance by HoldCo of HoldCo Common Stock in connection with the
Reorganization Merger (the "HoldCo Share Issuance") and the issuance by New
Ashland Inc. of New Ashland Inc. Common Stock in the Acquisition Merger
(the "New Ashland Inc. Share Issuance"), (B) a registration statement on
Form S-4 (the "Marathon Form S-4" and, together with the Ashland Form S-4,
the "Forms S-4") in connection with the issuance by Marathon of Marathon
Common Stock in connection with the Acquisition Merger (the "Marathon Share
Issuance"), (C) a proxy or information statement relating to the approval
of the Transaction Agreements and the Transactions by Ashland's
shareholders (the "Proxy Statement") and (D) such reports under Sections 13
and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as may be required in connection with the Transaction Agreements,
the Ancillary Agreements or the Transactions, (iii) (A) the filing of the
Reorganization Articles of Merger with the Secretary of State of the
Commonwealth of Kentucky, (B) the filing of the Conversion Articles of
Merger with the Secretary of State of the Commonwealth of Kentucky, (C) the
filing of the Acquisition Certificate of Merger with the Secretary of State
of the State of Delaware and (D) appropriate documents with the relevant
authorities of the other jurisdictions in which Ashland is qualified to do
business, (iv) such filings as may be required in connection with Taxes and
(v) such other Consents, registrations, declarations, filings and permits
(A) required solely by reason of the participation of any Marathon Party
(as opposed to any third party) in the Transactions or (B) the failure of
which to obtain or make that, individually or in the aggregate, have not
had and would not reasonably be expected to have an Ashland Material
Adverse Effect.


<PAGE>


                                                                            34


          (c) Ashland and the Ashland Board have taken all action necessary
to (i) render the Ashland Rights inapplicable to the Transaction
Agreements, the Ancillary Agreements and the Transactions; and (ii) ensure
that (A) none of the Marathon Parties, nor any of their affiliates or
associates, is or will become an "Acquiring Person" (as defined in the
Ashland Rights Agreement) by reason of the Transaction Agreements, the
Ancillary Agreements or the Transactions and (B) a "Distribution Date" (as
defined in the Ashland Rights Agreement) shall not occur by reason of the
Transaction Agreements, the Ancillary Agreements or the Transactions.

          SECTION 6.06. SEC DOCUMENTS; UNDISCLOSED LIABILITIES. (a) Ashland
has filed all reports, schedules, forms, statements and other documents
(including exhibits and amendments thereto) required to be filed by Ashland
with the SEC since October 1, 2003, pursuant to Sections 13(a), 14(a) and
15(d) of the Exchange Act (the "Ashland SEC Documents").

          (b) As of its respective date, each Ashland SEC Document complied
in all material respects with the requirements of the Exchange Act and the
rules and regulations of the SEC promulgated thereunder applicable to such
Ashland SEC Document, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. Except to
the extent that information contained in any Ashland SEC Document has been
revised or superseded by a later filed Ashland SEC Document, none of the
Ashland SEC Documents contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The consolidated financial
statements of Ashland included in the Ashland SEC Documents comply as to
form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, have
been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP") (except, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved


<PAGE>


                                                                            35


(except as may be indicated in the notes thereto) and on that basis fairly
present in all material respects the consolidated financial position of
Ashland and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods
shown (subject, in the case of unaudited interim financial statements, to
normal year-end audit adjustments).

          (c) Except as disclosed in the Ashland SEC Documents, as of the
date of this Agreement neither Ashland nor any Ashland Subsidiary has any
liabilities or obligations of any nature (whether accrued, absolute,
liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or
equitable) required by GAAP to be set forth on a consolidated balance sheet
of Ashland and its consolidated subsidiaries or disclosed in the notes
thereto and that, individually or in the aggregate, would reasonably be
expected to have an Ashland Material Adverse Effect.

          (d) Notwithstanding anything to the contrary contained in this
Section 6.06, the Ashland Parties do not make any representation or
warranty as to the financial statements, financial position, results of
operations or cash flows of MAP, as to any other statement, omission or
information relating to MAP included or incorporated by reference in the
Ashland SEC Documents, or as to the business, assets, liabilities,
condition (financial or otherwise), operations or prospects of MAP.

          SECTION 6.07. ABSENCE OF CERTAIN CHANGES OR EVENTS. From the date
of the most recent financial statements included in the Ashland SEC
Documents filed and publicly available prior to the date of this Agreement,
to the date of this Agreement, there has not been:

          (i) any event, change, effect or development that, individually
     or in the aggregate, has had or would reasonably be expected to have
     an Ashland Material Adverse Effect;

          (ii) any declaration, setting aside or payment of any dividends
     on, or any other distributions in respect of, any Ashland Capital
     Stock, other than regular quarterly cash dividends with respect to the
     Ashland Common Stock, not in excess of 27.5 cents per


<PAGE>


                                                                            36


share, with usual declaration, record and payment dates and in accordance with
Ashland's past dividend policy; or

          (iii) any repurchase, redemption or other acquisition for value
     by Ashland of any Ashland Capital Stock.

          SECTION 6.08. INFORMATION SUPPLIED. None of the information
supplied or to be supplied by or on behalf of any Ashland Party for
inclusion or incorporation by reference in (i) the Forms S-4 will, at the
time the Forms S-4 are filed with the SEC, at any time the Forms S-4 are
amended or supplemented or at the time the same become effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement will, at
the date it is first mailed to Ashland's shareholders or at the time of the
Ashland Shareholders Meeting (as defined in Section 9.01(e), contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they are made, not
misleading. The Ashland Form S-4 will comply as to form in all material
respects with the requirements of the Securities Act and the rules and
regulations thereunder, and the Proxy Statement will comply as to form in
all material respects with the requirements of the Exchange Act and the
rules and regulations thereunder, in each case except that no
representation is made by any Ashland Party with respect to statements made
or incorporated by reference therein based on information supplied by or on
behalf of any Marathon Party for inclusion or incorporation by reference
therein.

          SECTION 6.09. BROKERS. No broker, investment banker, financial
advisor or other person, other than Credit Suisse First Boston LLC and
Houlihan Lokey Howard & Zukin ("HLHZ"), the fees and expenses of which will
be paid by Ashland (except as otherwise contemplated by Section
9.03(d)(i)), and Morgan Joseph & Co., Inc., the fees and expenses of which
will be paid in accordance with Section 9.04(b), is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission
in connection with the Transactions based upon arrangements made by or on
behalf of any Ashland Party.


<PAGE>


                                                                            37


          SECTION 6.10. OPINION OF FINANCIAL ADVISOR. Ashland has received
the opinion of Credit Suisse First Boston LLC, dated the date of this
Agreement, to the effect that, as of such date, the consideration to be
received in the Acquisition Merger by the holders of Ashland Common Stock
(other than Marathon and its affiliates) is fair to such holders from a
financial point of view.

          SECTION 6.11. SOLVENCY MATTERS. (a) Ashland has received two
solvency opinions of American Appraisal Associates, Inc. ("AAA"), copies of
which are included in Section 7.11 of the Marathon Disclosure Letter (the
"Initial AAA Opinions"), and the solvency opinion of HLHZ, a copy of which
is included in Section 6.11 of the Ashland Disclosure Letter (the "Initial
HLHZ Opinion" and, together with the Initial AAA Opinions, the "Initial
Opinions").

          (b) As of the date of this Agreement, Ashland does not, and as of
the Closing Date New Ashland Inc. will not, have any intention to declare a
dividend or distribution or to complete a share repurchase using, directly
or indirectly, proceeds received from the MAP Partial Redemption or the
Capital Contribution; provided, however, that it is understood that New
Ashland Inc. may pay cash dividends after the Closing consistent with
historical cash dividends paid by Ashland prior to the Closing.

          (c) As of the date of this Agreement, Ashland intends, and as of
the Closing Date New Ashland Inc. will intend, to use the cash proceeds of
the Capital Contribution pursuant to Section 1.03(b) only (i) for the uses
described in the definition of Ashland Debt Obligation Amount or (ii) to
pay other obligations owed to any of their respective creditors, and to use
the cash proceeds of the MAP Partial Redemption pursuant to Section 1.01
only for the purposes described in clauses (i) and (ii) of this Section
6.11(c) and for general corporate purposes (including, potentially,
business acquisitions) not inconsistent with Section 6.11(b).

          (d) As of the Closing Date, Ashland, before consummation of the
Transactions, and New Ashland Inc., after giving effect to the
Transactions, will not be insolvent, as insolvency is defined under any of
the Uniform Fraudulent Transfer Act, as approved by the National Conference
of Commissioners on Uniform State Laws


<PAGE>


                                                                            38


in 1984, as amended (the "UFTA"), the Uniform Fraudulent Conveyance Act, as
approved by the National Conference of Commissioners on Uniform State Laws
in 1918, as amended (the "UFCA"), and the U.S. Bankruptcy Code, Title 11 of
the U.S.C., as amended (the "Bankruptcy Code"). Without limiting the
generality of the foregoing, as of the Closing Date, with respect to each
of Ashland, before consummation of the Transactions, and New Ashland Inc.,
after giving effect to the Transactions: (i) the sum of such entity's debts
will not be greater than all of such entity's assets at a fair valuation
(as such terms are defined in the UFTA), and the sum of such entity's debts
will not be greater than all of such entity's property, at a fair valuation
(as such terms are defined in the Bankruptcy Code); (ii) the present fair
saleable value of such entity's assets will not be less than the amount
that will be required to pay such entity's probable liability on its
existing debts as they become absolute and matured (as such terms are
defined in the UFCA); (iii) such entity will not intend to incur, or
believe or reasonably should believe that it would incur, debts beyond its
ability to pay as they become due (as such terms are defined in the UFTA),
such entity will not intend or believe that it will incur debts beyond its
ability to pay as they mature (as such terms are defined in the UFCA), and
such entity will not intend to incur, or believe that it would incur, debts
that would be beyond its ability to pay as such debts mature (as such terms
are defined in the Bankruptcy Code); and (iv) such entity will not be
engaged and will not be about to engage in a business or transaction for
which the remaining assets of such entity are unreasonably small in
relation to such business or transaction (as such terms are defined in the
UFTA), such entity will not be engaged and will not be about to engage in a
business or transaction for which the property remaining in such entity's
hands is an unreasonably small capital (as such terms are defined in the
UFCA), and such entity will not be engaged in business or a transaction,
and will not be about to engage in business or a transaction, for which any
property remaining with such entity is an unreasonably small capital (as
such terms are defined in the Bankruptcy Code).

          (e) To Ashland's knowledge, the information provided orally or in
writing to AAA by or on behalf of any Ashland Party relating to the Ashland
Parties in connection with the delivery by AAA to Ashland and Marathon of
the


<PAGE>


                                                                            39


Initial AAA Opinions and the Bring-Down AAA Opinions (as defined in Section
10.01(g)) (including the information contained in the data rooms identified
in the Initial AAA Opinions and any similar data rooms made available to
AAA after the date of this Agreement), together with the information in the
Ashland SEC Documents (as such information has been revised or superseded
by a later filed Ashland SEC Document or other information that has been
provided to AAA), taken as a whole, does not and will not contain any
untrue statement of material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in any case in
which AAA would be led to deliver the Bring-Down AAA Opinions when AAA
would not do so in the absence of such untrue statement or omission.
Notwithstanding the foregoing, while Ashland and New Ashland Inc. represent
and warrant that the projections, forecasts and other forward-looking
materials relating to the Ashland Parties and so provided to AAA have been
prepared and furnished to AAA in good faith and were based on facts and
assumptions believed by Ashland and New Ashland Inc. to be reasonable, the
parties acknowledge that: (i) there may be differences between actual
results and the results indicated in such projections, forecasts and other
forward-looking materials; (ii) those differences may be material; and
(iii) Ashland and New Ashland Inc. do not represent or warrant that there
will be no such differences. Notwithstanding anything to the contrary
contained in this Section 6.11(e), the Ashland Parties do not make any
representation or warranty as to the financial statements, financial
position, results of operations or cash flows of MAP, as to any other
statement, omission or information relating to MAP, or as to the business,
assets, liabilities, condition (financial or otherwise), operations or
prospects of MAP.

          (f) All Working Papers (as defined in Section 14.02) of HLHZ,
relating to its engagement by Ashland have been made available to Marathon
and its Representatives.


<PAGE>


                                                                            40


                                ARTICLE VII

                       REPRESENTATIONS AND WARRANTIES
                          OF THE MARATHON PARTIES
                        ------------------------------

          Marathon represents and warrants to the Ashland Parties that, as
of the date of this Agreement and as of the Closing Date as if made on the
Closing Date (except to the extent such representations and warranties
expressly relate to an earlier date, in which case as of such earlier
date), except as set forth in the disclosure letter, dated as of the date
of this Agreement, from Marathon to Ashland (the "Marathon Disclosure
Letter"); provided, however, that no item contained in any section of the
Marathon Disclosure Letter shall be deemed to qualify, or disclose any
exception to, any representation or warranty made in Sections 7.04 or 7.11:

          SECTION 7.01. ORGANIZATION, STANDING AND POWER. Marathon is duly
organized, validly existing and in good standing under the Laws of the
State of Delaware and has full corporate power and authority to own, lease
and otherwise hold its properties and to conduct its businesses as
presently conducted. Each Significant Marathon Subsidiary (as defined in
this Section 7.01) is duly organized, validly existing and, to the extent
such concept or a similar concept exists in the relevant jurisdiction, in
good standing under the Laws of the jurisdiction in which it is organized
and has full corporate or other entity power and authority to own, lease or
otherwise hold its properties and to conduct its businesses as presently
conducted. Each of Marathon and each Significant Marathon Subsidiary is
duly qualified to do business and is in good standing (where applicable) in
each jurisdiction where the nature of its business or its ownership or
leasing of its properties makes such qualification necessary, except in
such jurisdictions where the failure to be so qualified or in good standing
has not had and would not reasonably be expected to have a Marathon
Material Adverse Effect (as defined in Section 7.05(a)). Marathon has
provided to Ashland true and complete copies of the certificate of
incorporation of Marathon, as amended to the date of this Agreement (as so
amended, the "Marathon Charter"), and the by-laws of Marathon, as amended
to the date of this Agreement (as so amended, the "Marathon By-laws"), and
the comparable charter and organizational documents of each


<PAGE>


                                                                            41


Significant Marathon Subsidiary, in each case as amended to the date of
this Agreement. For purposes of this Agreement, a "Significant Marathon
Subsidiary" means Marathon Company, Merger Sub, MAP and any subsidiary of
Marathon that constitutes a significant subsidiary within the meaning of
Rule 1-02 of Regulation S-X of the SEC.

          SECTION 7.02. MARATHON SUBSIDIARIES; EQUITY INTERESTS. (a) All
the outstanding shares of capital stock of, or other equity interests in,
each Significant Marathon Subsidiary have been duly authorized and validly
issued and are fully paid and nonassessable and are as of the date of this
Agreement owned by Marathon, by another subsidiary of Marathon (a "Marathon
Subsidiary") or by Marathon and another Marathon Subsidiary, free and clear
of all Liens.

          (b) Merger Sub, since the date of its formation, has not carried
on any business or conducted any operations other than the execution of
this Agreement, the other Transaction Agreements and the Ancillary
Agreements to which it is a party, the performance of its obligations
hereunder and thereunder and matters ancillary thereto.

          SECTION 7.03. CAPITAL STRUCTURE. (a) The authorized capital stock
of Marathon consists of 550,000,000 shares of Marathon Common Stock and
26,000,000 shares of preferred stock, without par value ("Marathon
Preferred Stock" and, together with the Marathon Common Stock, the
"Marathon Capital Stock"). At the close of business on February 29, 2004,
(i) 310,740,454 shares of Marathon Common Stock were issued and
outstanding, (ii) 1,425,524 shares of Marathon Common Stock were held by
Marathon in its treasury and (iii) 37,788,193 shares of Marathon Common
Stock were reserved for issuance pursuant to Marathon Stock Plans (as
defined in Section 14.02). Except as set forth above, at the close of
business on February 29, 2004, no shares of capital stock or other voting
securities of Marathon were issued, reserved for issuance or outstanding.
There are no outstanding Marathon SARs (as defined in Section 14.02) that
were not granted in tandem with a related Marathon Employee Stock Option.
All outstanding shares of Marathon Capital Stock are, and all such shares
that may be issued prior to the Acquisition Merger Effective Time will be
when issued, duly authorized, validly issued, fully paid and nonassessable
and not subject to or issued in violation of any purchase option,


<PAGE>


                                                                            42


call option, right of first refusal, preemptive right, subscription right
or any similar right under any provision of the DGCL, the Marathon Charter,
the Marathon By-laws or any Contract to which Marathon is a party or
otherwise bound. As of the date of this Agreement, there are not any bonds,
debentures, notes or other indebtedness of Marathon having the right to
vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which holders of Marathon Common Stock may vote
("Voting Marathon Debt"). Except as set forth above, as of the date of this
Agreement, there are not any options, warrants, rights, convertible or
exchangeable securities, "phantom" stock rights, stock appreciation rights,
stock-based performance units, commitments, Contracts, arrangements or
undertakings of any kind to which Marathon or any Marathon Subsidiary is a
party or by which any of them is bound (i) obligating Marathon or any
Marathon Subsidiary to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exercisable for or
exchangeable into any capital stock of or other equity interest in,
Marathon or any Marathon Subsidiary or any Voting Marathon Debt or (ii)
obligating Marathon or any Marathon Subsidiary to issue, grant, extend or
enter into any such option, warrant, call, right, security, commitment,
Contract, arrangement or undertaking. As of the date of this Agreement,
there are not any outstanding contractual obligations or commitments of
Marathon or any Marathon Subsidiary to repurchase, redeem or otherwise
acquire any shares of capital stock of Marathon or any Marathon Subsidiary.

          (b) All of the membership interests in Merger Sub are owned by
Marathon free and clear of any Lien.

          SECTION 7.04. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.
(a) Each Marathon Party has all requisite corporate or limited liability
company power and authority to execute and deliver the Transaction
Agreements and the Ancillary Agreements to which it is, or is specified to
be, a party and to consummate the Transactions. For all purposes of the
Put/Call Agreement (as defined in Section 12.04) and the Insurance
Indemnity Agreement referred to in Section 12.05, including for purposes of
amending the Put/Call Agreement as provided in Section 12.04 of this


<PAGE>


                                                                            43


Agreement and terminating the Insurance Indemnity Agreement as provided in
Section 12.05, Marathon is a party to the Put/Call Agreement and the
Insurance Indemnity Agreement as the successor and assign of USX (as
defined in the Put/Call Agreement). The execution and delivery by each
Marathon Party of each Transaction Agreement and Ancillary Agreement to
which it is, or is specified to be, a party and the consummation by each
Marathon Party of the Transactions to be consummated by it under the
Transaction Agreements and the Ancillary Agreements have been duly
authorized by all necessary corporate or limited liability company action
on the part of each Marathon Party. Each Marathon Party has duly executed
and delivered each Transaction Agreement to which it is a party, and each
Transaction Agreement to which it is a party constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its
terms. As of the Closing Date, each Marathon Party will have duly executed
and delivered each Ancillary Agreement to which it is a party, and each
Ancillary Agreement to which it is a party will constitute its legal, valid
and binding obligation, enforceable against it in accordance with its
terms.

          (b) The Marathon Board duly and unanimously adopted resolutions:
(i) approving the Transaction Agreements, the Ancillary Agreements and the
Transactions; and (ii) determining that the terms of the Transactions are
fair to and in the best interests of Marathon and its shareholders.

          (c) The Board of Directors of Marathon Company (the "Marathon
Company Board"), at a meeting duly called and held or by written consent,
duly and unanimously adopted resolutions: (i) approving the Transaction
Agreements, the Ancillary Agreements and the Transactions; and (ii)
determining that the terms of the Transactions are fair to and in the best
interests of Marathon Company and Marathon, its sole shareholder.

          (d) Marathon, as the sole member of Merger Sub, has approved the
Transaction Agreements, the Ancillary Agreements and the Transactions to
which Merger Sub is, or is specified to be, a party.

          SECTION 7.05. NO CONFLICTS; CONSENTS. (a) The execution and delivery
by each Marathon Party of each Transaction Agreement to which it is a party do
not,


<PAGE>


                                                                            44


the execution and delivery of each Ancillary Agreement to which it is
specified to be a party will not, and the consummation of the Transactions
to be consummated by it under the Transaction Agreements and the Ancillary
Agreements and compliance with the terms of the Transaction Agreements and
the Ancillary Agreements will not, conflict with, or result in any breach
or violation of or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancelation or
acceleration of any obligation or to loss of a material benefit under, or
result in the creation of any Lien upon any of the properties or assets of
Marathon or any Marathon Subsidiary under, any provision of (i) the
Marathon Charter, the Marathon By-laws or the comparable charter or
organizational documents of any Marathon Subsidiary, (ii) any Contract to
which Marathon or any Marathon Subsidiary is a party or by which any of
their respective properties or assets is bound or (iii) subject to the
filings and other matters referred to in Section 7.05(b), any Judgment or
Law applicable to Marathon or any Marathon Subsidiary or their respective
properties or assets, other than, in the case of clauses (ii) and (iii)
above, any such items that, individually or in the aggregate, have not had
and would not reasonably be expected to have a material adverse effect on
the ability of any Marathon Party to perform its obligations under the
Transaction Agreements and the Ancillary Agreements or on the ability of
any Marathon Party to consummate the Transactions (a "Marathon Material
Adverse Effect").

          (b) No Consent of, or registration, declaration or filing with,
or permit from, any Governmental Entity is required to be obtained or made
by or with respect to Marathon or any Marathon Subsidiary in connection
with the execution, delivery and performance of any Transaction Agreement
or Ancillary Agreement or the consummation of the Transactions, other than
(i) compliance with and filings under the HSR Act, (ii) the filing with the
SEC of (A) the Forms S-4 and (B) such reports under Sections 13 and 16 of
the Exchange Act as may be required in connection with the Transaction
Agreements, the Ancillary Agreements or the Transactions, (iii) the filing
of the Acquisition Certificate of Merger with the Secretary of State of the
State of Delaware, (iv) such filings as may be required in connection with
Taxes and (v) such other Consents, registrations, declarations, filings and
permits


<PAGE>


                                                                            45


(A) required solely by reason of the participation of any Ashland Party (as
opposed to any third party) in the Transactions or (B) the failure of which
to obtain or make that, individually or in the aggregate, have not had and
would not reasonably be expected to have a Marathon Material Adverse
Effect.

          (c) The Rights Agreement between Marathon and National City Bank,
as Rights Agent, dated as of September 28, 1998, as amended on July 2, 2001
and January 29, 2003 (the "Marathon Rights Agreement"), expired on January
31, 2003, and Marathon has not, as of the date of this Agreement, entered
into or adopted any other rights agreement.

          SECTION 7.06. SEC DOCUMENTS; UNDISCLOSED LIABILITIES. (a)
Marathon has filed all reports, schedules, forms, statements and other
documents (including exhibits and amendments thereto) required to be filed
by Marathon with the SEC since January 1, 2004 pursuant to Sections 13(a),
14(a) and 15(d) of the Exchange Act (the "Marathon SEC Documents").

          (b) As of its respective date, each Marathon SEC Document
complied in all material respects with the requirements of the Exchange Act
and the rules and regulations of the SEC promulgated thereunder applicable
to such Marathon SEC Document, and did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. Except to
the extent that information contained in any Marathon SEC Document has been
revised or superseded by a later filed Marathon SEC Document, none of the
Marathon SEC Documents contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The consolidated financial
statements of Marathon included in the Marathon SEC Documents comply as to
form in all material respects with applicable accounting requirements, and
the published rules and regulations of the SEC, with respect thereto, have
been prepared in accordance with GAAP (except, in the case of unaudited
statements, as permitted by Form 10-Q of the SEC) applied on a consistent
basis during the periods involved


<PAGE>


                                                                            46


(except as may be indicated in the notes thereto) and on that basis fairly
present in all material respects the consolidated financial position of
Marathon and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods
shown (subject, in the case of unaudited interim financial statements, to
normal year-end audit adjustments).

          (c) Except as disclosed in the Marathon SEC Documents, as of the
date of this Agreement neither Marathon nor any Marathon Subsidiary has any
liabilities or obligations of any nature (whether accrued, absolute,
liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or
equitable) required by GAAP to be set forth on a consolidated balance sheet
of Marathon and its consolidated subsidiaries or disclosed in the notes
thereto and that, individually or in the aggregate, would reasonably be
expected to have a Marathon Material Adverse Effect.

          (d) Notwithstanding anything to the contrary contained in this
Section 7.06, the Marathon Parties do not make any representation or
warranty as to the financial statements, financial position, results of
operations or cash flows of MAP, as to any other statement, omission or
information relating to MAP included or incorporated by reference in the
Marathon SEC Documents, or as to the business, assets, liabilities,
condition (financial or otherwise), operations or prospects of MAP.

          SECTION 7.07. ABSENCE OF CERTAIN CHANGES OR EVENTS. From the date
of the most recent financial statements included in the Marathon SEC
Documents filed and publicly available prior to the date of this Agreement,
to the date of this Agreement, there has not been:

          (i) any event, change, effect or development that, individually
     or in the aggregate, has had or would reasonably be expected to have a
     Marathon Material Adverse Effect;

          (ii) any declaration, setting aside or payment of any dividends
     on, or any other distributions in respect of, any Marathon Capital
     Stock, other than regular quarterly cash dividends with respect to the
     Marathon Common Stock, not in excess of 25 cents per


<PAGE>


                                                                            47


     share, with usual declaration, record and payment dates and in accordance
     with Marathon's past dividend policy; or

          (iii) any repurchase, redemption or other acquisition for value
     by Marathon of any Marathon Capital Stock.

          SECTION 7.08. INFORMATION SUPPLIED. None of the information
supplied or to be supplied by or on behalf of any Marathon Party for
inclusion or incorporation by reference in (i) the Forms S-4 will, at the
time the Forms S-4 are filed with the SEC, at any time the Forms S-4 are
amended or supplemented or at the time the same become effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement will, at
the date it is first mailed to Ashland's shareholders or at the time of the
Ashland Shareholders Meeting, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading. The Marathon Form
S-4 will comply as to form in all material respects with the requirements
of the Securities Act and the rules and regulations thereunder, except that
no representation is made by any Marathon Party with respect to statements
made or incorporated by reference therein based on information supplied by
or on behalf of any Ashland Party for inclusion or incorporation by
reference therein.

          SECTION 7.09. BROKERS. No broker, investment banker, financial
advisor or other person, other than Citigroup Global Markets Inc. and AAA,
the fees and expenses of which will be paid by Marathon (except as
otherwise contemplated by Section 9.03(d)(i)), and Morgan Joseph & Co.,
Inc., the fees and expenses of which will be paid in accordance with
Section 9.04(b), is entitled to any broker's, finder's, financial advisor's
or other similar fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of any Marathon Party.

          SECTION 7.10. OPINION OF FINANCIAL ADVISOR. Marathon has received
the opinion of Citigroup Global


<PAGE>


                                                                            48


     Markets Inc., dated the date of this Agreement, to the effect that, as of
     such date, the consideration to be provided by the Marathon Parties in
     the Transactions is fair to Marathon from a financial point of view.

          SECTION 7.11. SOLVENCY OPINIONS. Marathon has received the Initial
Opinions. All Working Papers of AAA relating to the Initial AAA Opinions have
been made available to Ashland.

          SECTION 7.12. MAP ACCOUNTS RECEIVABLE. To the knowledge of
Marathon and MAP, the information provided orally or in writing to Ashland
and its Representatives by or on behalf of MAP relating to MAP accounts
receivable in connection with Ashland's evaluation of the Distributed
Receivables, taken as a whole, does not and will not contain any untrue
statement of material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. At the Closing, MAP will
transfer to Ashland all of MAP's rights, title and interests in and to the
Distributed Receivables.

          SECTION 7.13. EMPLOYEE BENEFITS. Marathon intends to, or to cause
one or more of its subsidiaries to, provide to the Transferred Maleic
Business Employees (as defined in the Maleic Agreement) compensation and
benefits in accordance with Section 4.03(j) of the Maleic Agreement and to
the Transferred VIOC Centers Employees (as defined in the VIOC Agreement)
retirement benefits in accordance with Section 4.03(g) of the VIOC
Agreement.



                                ARTICLE VIII

                 COVENANTS RELATING TO CONDUCT OF BUSINESS
                   -----------------------------------------

          SECTION 8.01. CONDUCT OF BUSINESS. (a) CONDUCT OF BUSINESS BY
ASHLAND. Except for matters set forth in the Ashland Disclosure Letter or
otherwise expressly contemplated or permitted by the Transaction Agreements or
the Ancillary Agreements, from the date of this Agreement to the Acquisition
Merger Effective Time, Ashland shall not, and shall not permit any Ashland
Subsidiary to, without the prior written consent of Marathon, take any action
(including amending its


<PAGE>


                                                                            49


certificate of incorporation, by-laws or other comparable charter or
organizational documents, or authorizing, or committing or agreeing to
make, any such amendment) that would reasonably be expected to have an
Ashland Material Adverse Effect. In addition, and without limiting the
generality of the foregoing, from the date of this Agreement to the Closing
Date, Ashland shall not, and shall not permit any Ashland Subsidiary to, do
any of the following without the prior written consent of Marathon:

               (i) declare, set aside or pay any dividends on, or make any
          other distributions (whether in cash, stock, property or
          otherwise) in respect of, any Ashland Capital Stock, other than
          regular quarterly cash dividends with respect to the Ashland
          Common Stock, not in excess of 27.5 cents per share, with usual
          declaration, record and payment dates and in accordance with
          Ashland's past dividend policy, in each case other than pursuant
          to the Ashland Rights Agreement;

               (ii) repurchase, redeem or otherwise acquire for value any
          Ashland Capital Stock;

               (iii) reclassify any Ashland Capital Stock or issue or
          authorize the issuance of any other securities in respect of, in
          lieu of or in substitution for shares of Ashland Capital Stock,
          in any such case that would (A) have an Ashland Material Adverse
          Effect or (B) require an amendment to this Agreement, other than,
          in the case of clause (B), pursuant to the Ashland Rights
          Agreement;

               (iv) issue, grant, deliver, sell, pledge or dispose of any
          Voting Ashland Debt or any securities convertible or exchangeable
          into or exercisable for, or any rights, warrants, calls or
          options to acquire, any shares of Ashland Common Stock or Voting
          Ashland Debt, in any such case that would (A) have an Ashland
          Material Adverse Effect or (B) require an amendment to this
          Agreement; or

               (v) authorize, or commit or agree to take, any of the
          foregoing actions.


<PAGE>


                                                                            50


          (b) Conduct of Business by Marathon. Except for matters set forth
in the Marathon Disclosure Letter or otherwise expressly contemplated or
permitted by the Transaction Agreements or the Ancillary Agreements, from
the date of this Agreement to the Acquisition Merger Effective Time,
Marathon shall not, and shall not permit any Marathon Subsidiary to,
without the prior written consent of Ashland, take any action (including
amending its certificate of incorporation, by-laws or other comparable
charter or organizational documents, or authorizing, or committing or
agreeing to make, any such amendment) that would reasonably be expected to
have a Marathon Material Adverse Effect.

          (c) Conduct of Business by MAP. Except as otherwise expressly
contemplated or permitted by the Transaction Agreements or the Ancillary
Agreements, from the date of this Agreement to the Closing Date, the
Ashland Parties and the Marathon Parties shall cause MAP and its
subsidiaries to, and MAP and its subsidiaries shall, conduct their business
in the ordinary course, in substantially the same manner as previously
conducted (including with respect to cash distributions, capital
expenditures, inventory levels, terms and conditions of receivables and
payables, collection of receivables and payment of payables), and in
accordance with the MAP Governing Documents (as defined in Section 14.02).
In addition, and without limiting the generality of the foregoing, from the
date of this Agreement to the Closing Date, the Ashland Parties and the
Marathon Parties shall cause MAP and its subsidiaries not to, and MAP and
its subsidiaries shall not, do any of the following without the prior
written consent of Ashland:

               (i) incur or assume any liabilities, obligations or
          indebtedness for borrowed money, or guarantee any such
          liabilities, obligations or indebtedness, other than in the
          ordinary course of business consistent with past practice;

               (ii) buy out any lease, license or similar payment
          obligation or change any existing practices with respect to
          leasing, licensing or similar arrangements; or

               (iii) authorize, or commit or agree to take, any of the
          foregoing actions.


<PAGE>


                                                                            51


The parties hereto acknowledge that the approval of Acquisition
Expenditures, Capital Expenditures and such other expenditures of the type
to be included in the Annual Capital Budget for any Fiscal Year that when
taken together with (x) the other expenditures already approved as part of
the Annual Capital Budget for such Fiscal Year and (y) all other
expenditures already made in such Fiscal Year, would reasonably be expected
to exceed the Normal Annual Capital Budget Amount for such Fiscal Year,
constitutes a "Super Majority Decision" which requires the approval of the
Board of Managers (as such terms are defined in the MAP LLC Agreement)
pursuant to Section 8.07(b) of the MAP LLC Agreement (subject to certain
exceptions set forth in the MAP LLC Agreement). Accordingly, from the date
of this Agreement to the Closing Date, the approval of any such
expenditures shall require the approval of the Board of Managers pursuant
to Section 8.07(b) of the MAP LLC Agreement.

          (d) POST-CLOSING EXAMINATION AND DISPUTE RESOLUTION. After the
Closing, Ashland shall continue to have all the rights of a Member under
Section 7.01 of the MAP LLC Agreement, as amended through the date of this
Agreement (including pursuant to the MAP LLC Agreement Amendment), for
purposes of auditing compliance with Sections 1.06 (Post-Closing True-Up),
8.01(c) (Conduct of Business by MAP), 9.09 (St. Paul Park Judgment and Plea
Agreement; Plains Settlement) and 9.15 (MAP Partial Redemption Amount) of
this Agreement and (ii) the provisions of the MAP LLC Agreement relating to
distributions and loans to Ashland and Marathon Company. Any dispute
regarding such compliance shall be resolved in accordance with the
provisions of Article XIII of the MAP LLC Agreement, as in effect on the
date of this Agreement. Any payment required as a result of such resolution
shall not be subject to the limitations set forth in Sections 13.01(b) or
13.02(b) of this Agreement.

          (e) OTHER ACTIONS.

               (i) Prior to the Closing, Ashland shall not, and shall not
          permit any of its subsidiaries to, take any action that would, or
          that is reasonably expected to, result in (A) the representations
          and warranties of the Ashland Parties set forth in this Agreement
          or any other Transaction Agreement becoming untrue or


<PAGE>


                                                                            52


          incorrect, other than such failures to be true and correct that,
          in the aggregate, have not had and would not reasonably be
          expected to have an Ashland Material Adverse Effect or (B) except
          as otherwise permitted by Section 8.02, any condition set forth
          in Article X not being satisfied.

               (ii) Prior to the Closing, Marathon shall not, and shall not
          permit any of its subsidiaries to, take any action that would, or
          that is reasonably expected to, result in (A) the representations
          and warranties of the Marathon Parties set forth in this
          Agreement or any other Transaction Agreement becoming untrue or
          incorrect, other than such failures to be true and correct that,
          in the aggregate, have not had and would not reasonably be
          expected to have a Marathon Material Adverse Effect or (B) any
          condition set forth in Article X not being satisfied.

          (f) ADVICE OF CHANGES. Prior to the Closing, Ashland shall
promptly advise Marathon in writing of any change or event that has had or
would reasonably be expected to have an Ashland Material Adverse Effect and
Marathon shall promptly advise Ashland in writing of any change or event
that has had or would reasonably be expected to have a Marathon Material
Adverse Effect.

          SECTION 8.02. NO SOLICITATION. (a) Ashland shall not, nor shall
it authorize or permit any Ashland Subsidiary to, nor shall it authorize or
permit any officer, director or employee of, or any investment banker,
attorney, auditor or other advisor, agent or representative (collectively,
"Representatives") of, Ashland or any Ashland Subsidiary to, and on
becoming aware of it will use its reasonable best efforts to stop such
Ashland Subsidiary or Representative from continuing to, directly or
indirectly, (i) solicit, initiate or encourage the submission of any
Competing Ashland Proposal (as defined in Section 8.02(e)), (ii) enter into
any agreement with respect to any Competing Ashland Proposal or (iii) enter
into, continue or otherwise participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or
cooperate with or take any other action knowingly to facilitate any
inquiries or the


<PAGE>


                                                                            53


making of any proposal that constitutes, or would reasonably be expected to
lead to, any Competing Ashland Proposal; provided, however, that, prior to
receipt of the Ashland Shareholder Approval (the "Cutoff Date"), Ashland
and its Representatives may, in response to a bona fide written Competing
Ashland Proposal that the Ashland Board determines, in good faith (after
consultation with its financial advisor, inside counsel and outside
counsel), constitutes or is reasonably likely to result in a Superior
Proposal (as defined in Section 8.02(e)) that was not solicited by Ashland
and that did not otherwise result from a breach or a deemed breach of this
Section 8.02(a), and subject to compliance with Section 8.02(c), (x)
furnish to the person making such Competing Ashland Proposal and its
Representatives information with respect to Ashland, pursuant to a
customary confidentiality agreement that does not contain terms that
prevent Ashland from complying with its obligations under this Section
8.02, and information with respect to MAP in accordance with the MAP
Governing Documents and (y) participate in discussions or negotiations with
such person and its Representatives regarding any Competing Ashland
Proposal.

          (b) Neither the Ashland Board nor any committee thereof shall (i)
withdraw or modify in a manner adverse to the Marathon Parties, or propose
publicly to withdraw or modify in a manner adverse to the Marathon Parties,
the adoption, approval or recommendation by the Ashland Board or any such
committee of the Transaction Agreements or the Transactions or (ii) adopt,
approve or recommend, or propose publicly to adopt, approve or recommend,
any Competing Ashland Proposal. Notwithstanding the foregoing, if, prior to
the Cutoff Date, the Ashland Board determines in good faith, after
consultation with inside and outside counsel, that the failure to take such
action would be reasonably likely to result in a breach of its fiduciary
obligations under applicable Law, the Ashland Board may withdraw its
adoption, approval or recommendation of the Transaction Agreements and the
Transactions.

          (c) Ashland promptly shall advise Marathon in writing of any
Competing Ashland Proposal or any inquiry with respect to or that would
reasonably be expected to lead to any Competing Ashland Proposal and the
identity of the person making any such Competing Ashland Proposal or
inquiry and, in the case of a Competing Ashland Proposal


<PAGE>


                                                                            54


referred to in clause (i) or (ii) of the definition of "Competing Ashland
Proposal", the material terms and conditions of such Competing Ashland
Proposal or inquiry, if any, that would reasonably be expected to prevent
or materially delay the Transactions or, in the case of a Competing Ashland
Proposal referred to in clause (iii) of the definition of "Competing
Ashland Proposal", all material terms and conditions of such Competing
Ashland Proposal or inquiry, if any. Ashland shall keep Marathon reasonably
informed on a timely basis of the status and, in the case of a Competing
Ashland Proposal referred to in clause (i) or (ii) of the definition of
"Competing Ashland Proposal", the details of such Competing Ashland
Proposal or inquiry, if any, that would reasonably be expected to prevent
or materially delay the Transactions or, in the case of a Competing Ashland
Proposal referred to clause (iii) of the definition of "Competing Ashland
Proposal", all the details of any such Competing Ashland Proposal or
inquiry, if any. After the Cutoff Date, Ashland shall not be required to
comply with this Section 8.02(c) in any instance to the extent that the
Ashland Board determines in good faith, after consultation with inside and
outside counsel, that such compliance would in such instance be reasonably
likely to result in a breach of its fiduciary obligations under applicable
Law.

          (d) Nothing contained in this Agreement shall prohibit Ashland
from taking and disclosing to its shareholders a position contemplated by
Rule 14e-2(a) promulgated under the Exchange Act (other than a position
recommending acceptance under Rule 14e-2(a)(1) of a tender offer
constituting a Competing Ashland Proposal) if, in the good faith judgment
of the Ashland Board, after consultation with inside and outside counsel,
failure so to disclose would be inconsistent with its obligations under
applicable Law.

          (e) For purposes of this Agreement:

          "COMPETING ASHLAND PROPOSAL" means (i) any proposal or offer for
     a merger, consolidation, share exchange, dissolution, recapitalization
     or other business combination involving Ashland, (ii) any proposal or
     offer to acquire in any manner, directly or indirectly, a majority of
     the equity securities or consolidated total assets of Ashland or (iii)
     any other proposal or offer to acquire any of Ashland's


<PAGE>


                                                                            55


     Membership Interest, in any such case other than the Transactions and,
     in the case of clause (i) or (ii), that would reasonably be expected
     to prevent or materially delay the consummation of the Transactions.

          "SUPERIOR PROPOSAL" means any bona fide written Competing Ashland
     Proposal (other than a Competing Ashland Proposal referred to in
     clause (iii) of the definition thereof) which (i) the Ashland Board
     determines in good faith to be superior from a financial point of view
     to the holders of Ashland Common Stock than the Transactions (after
     consultation with Ashland's financial advisor), taking into account
     all the terms and conditions of such Competing Ashland Proposal and
     the Transaction Agreements (including any proposal by Marathon to
     amend the terms of the Transaction Agreements) and (ii) that is
     reasonably capable of being completed, taking into account all legal,
     financial, regulatory, timing and other aspects of such Competing
     Ashland Proposal.

          SECTION 8.03. POST-CLOSING DIVIDENDS, DISTRIBUTIONS AND SHARE
REPURCHASES. From the Closing through the sixth anniversary of the Closing
Date, New Ashland Inc. shall not authorize, pay or make any payment of a
dividend or other distribution to its stockholders or repurchases of shares
using, directly or indirectly, proceeds received from any aspect of the
Transactions without the prior written consent of Marathon if, at the time
of declaration or payment, New Ashland Inc. is or would be (after giving
effect thereto) insolvent under any applicable fraudulent conveyance or
transfer Law, as determined in good faith by the New Ashland Board in
accordance with the fiduciary duties applicable to the New Ashland Board
under any applicable Law, including KRS 271B.8-300 of the KBCA.

          SECTION 8.04. OFFERINGS OF MARATHON COMMON STOCK. During the
period beginning five business days prior to the first trading day of the
Averaging Period and ending 30 days after the Closing Date, without the
prior written consent of Ashland: (a) Marathon will not offer or sell any
shares of Marathon Common Stock or securities convertible into or
exchangeable or exercisable for any shares of Marathon Common Stock; (b)
file with the SEC any registration statement under the Securities Act
relating to any such offer or sale (other than a registration statement


<PAGE>


                                                                            56


on Form S-8); or (c) publicly disclose, except as required by applicable
Law, the intention to make any such offer, sale or filing; provided,
however, that the provisions of this Section 8.04 shall not restrict or
limit (i) issuances of Marathon Common Stock pursuant to the conversion or
exchange of convertible or exchangeable securities or the exercise of
warrants or options, in each case outstanding on the fifth business day
prior to the first trading day of the Averaging Period, (ii) grants of
stock options to directors, officers, employees or consultants or (iii)
issuances of Marathon Common Stock pursuant to the exercise of such options
or otherwise pursuant to the Marathon Stock Plans. To the extent
practicable, Marathon shall promptly notify Ashland if Marathon intends to
make a public disclosure required by applicable Law as permitted by clause
(c) of this Section 8.04.


                                 ARTICLE IX

                           ADDITIONAL AGREEMENTS
                             ---------------------

          SECTION 9.01. PREPARATION OF THE FORMS S-4 AND THE PROXY
STATEMENT; SHAREHOLDERS MEETING; FORM 8-A OR FORM 10. (a) As promptly as
practicable following the date of this Agreement, Ashland and Marathon
shall jointly prepare, and Ashland shall file with the SEC, the Proxy
Statement in preliminary form, and New Ashland Inc. and HoldCo shall
prepare and file with the SEC the Ashland Form S-4 and Marathon shall
prepare and file with the SEC the Marathon Form S-4, in each of which the
Proxy Statement will be included as a prospectus. Each of Ashland and
Marathon shall use its reasonable best efforts to respond as promptly as
practicable to any comments of the SEC with respect to the Proxy Statement
and the Forms S-4.

          (b) Each of Ashland and Marathon shall use its reasonable best
efforts to have the Forms S-4 declared effective under the Securities Act
as promptly as practicable and on the same date. Ashland shall use its
reasonable best efforts to cause the Proxy Statement to be mailed to
Ashland's shareholders as promptly as practicable


<PAGE>


                                                                            57


after the Forms S-4 are declared effective under the Securities Act. The
parties shall also take any action (other than qualifying to do business in
any jurisdiction in which it is not now so qualified) required to be taken
under any applicable state securities Laws in connection with the Marathon
Share Issuance, the HoldCo Share Issuance and the New Ashland Inc. Share
Issuance, and Ashland shall furnish all information concerning Ashland and
the holders of Ashland Common Stock and rights to acquire Ashland Common
Stock pursuant to the Ashland Stock Plans as may be reasonably requested in
connection with any such action. The parties shall notify each other
promptly of the receipt of any comments from the SEC or its staff and of
any request by the SEC or its staff for amendments or supplements to the
Proxy Statement or the Forms S-4, or for additional information and shall
promptly supply each other with copies of all written correspondence and
written or oral summaries of all material oral comments between such party
or any of its representatives, on the one hand, and the SEC or its staff,
on the other hand, with respect to the Proxy Statement, the Forms S-4 and
the Transactions. Each of Ashland, Marathon, New Ashland Inc. and HoldCo
shall cooperate and provide the other parties with a reasonable opportunity
to review and comment on any amendment or supplement to the Proxy Statement
and the Forms S-4 prior to filing such with the SEC, and each will provide
the other parties with a copy of all such filings made with the SEC.
Notwithstanding any other provision herein to the contrary, no amendment or
supplement (including by incorporation by reference) to the Proxy Statement
or the Forms S-4 shall be made without the approval of both Ashland and
Marathon, which approval shall not be unreasonably withheld or delayed;
provided that, with respect to documents filed by a party hereto that are
incorporated by reference therein, this right of approval shall apply only
with respect to information relating to (i) the other party or its
business, financial condition or results of operations or (ii) the
Transactions. Each of the parties shall promptly provide each other party
with drafts of all written correspondence intended to be sent to the SEC in
connection with the Transactions and, to the extent practicable, allow each
such party the opportunity to comment thereon prior to delivery to the SEC.

          (c) If prior to the Closing, any event occurs with respect to
Ashland or any Ashland Subsidiary, or any


<PAGE>


                                                                            58


change occurs with respect to other information supplied by or on behalf of
Ashland for inclusion in the Proxy Statement or the Forms S-4 which is
required to be described in an amendment of, or a supplement to, the Proxy
Statement or the Forms S-4, Ashland shall promptly notify Marathon of such
event, and Ashland and Marathon shall cooperate in the prompt filing with
the SEC of any necessary amendment or supplement to the Proxy Statement or
the Forms S-4 and, as required by Law, in disseminating the information
contained in such amendment or supplement to Ashland's shareholders.

          (d) If prior to the Closing, any event occurs with respect to
Marathon or any Marathon Subsidiary, or any change occurs with respect to
other information supplied by or on behalf of Marathon for inclusion in the
Proxy Statement or the Forms S-4 which is required to be described in an
amendment of, or a supplement to, the Proxy Statement or the Forms S-4,
Marathon shall promptly notify Ashland of such event, and Marathon and
Ashland shall cooperate in the prompt filing with the SEC of any necessary
amendment or supplement to the Proxy Statement or the Forms S-4, as
required by Law, in disseminating the information contained in such
amendment or supplement to Ashland's Shareholders.

          (e) Ashland shall, as promptly as practicable following the
effectiveness of the Forms S-4, duly call, give notice of, convene and hold
a meeting of its shareholders (the "Ashland Shareholders Meeting") for the
purpose of seeking the Ashland Shareholder Approval. Without limiting the
generality of the foregoing, Ashland agrees that, to the fullest extent
permitted by applicable Law, its obligations pursuant to the first sentence
of this Section 9.01(e) shall not be affected by (i) the commencement,
public proposal, public disclosure or other communication to Ashland of any
Competing Ashland Proposal or (ii) the withdrawal of the Ashland Board's
adoption, approval or recommendation of the Transaction Agreements and the
Transactions.

          (f) Ashland shall use its reasonable best efforts to cause to be
delivered to Marathon a letter of Ernst & Young LLP, Ashland's independent
public accountants, dated as of the date on which the Ashland Form S-4
shall become effective and addressed to Marathon, in form and substance
reasonably satisfactory to Marathon


<PAGE>


                                                                            59


and customary in scope and substance for "comfort" letters delivered by
independent public accountants in connection with registration statements
similar to the Ashland Form S-4.

          (g) Marathon shall use its reasonable best efforts to cause to be
delivered to Ashland a letter of PricewaterhouseCoopers LLP, Marathon's
independent public accountants, dated as of the date on which the Marathon
Form S-4 shall become effective and addressed to Ashland, in form and
substance reasonably satisfactory to Ashland and customary in scope and
substance for "comfort" letters delivered by independent public accountants
in connection with registration statements similar to the Marathon Form
S-4.

          (h) Ashland shall use its reasonable best efforts promptly to
prepare and file with the SEC a registration statement on Form 8-A or Form
10, as applicable, under the Exchange Act in connection with the New
Ashland Inc. Common Stock, including the associated Ashland Rights (the
"Exchange Act Registration Statement").

          SECTION 9.02. ACCESS TO INFORMATION; CONFIDENTIALITY. Prior to
the Closing, each of Ashland and Marathon shall furnish promptly to the
other party such information concerning its business, properties, assets,
liabilities and personnel, and shall provide such other party and such
other party's officers, employees, agents and representatives, including
personnel of MAP, access, at all reasonable times upon reasonable notice,
to its and its subsidiaries' facilities, records and personnel, as such
other party may reasonably request; provided, however, that either party
may withhold (i) any document or information that is subject to the terms
of a confidentiality agreement with a third party, (ii) such portions of
documents or information relating to pricing or other matters that are
highly sensitive if the exchange of such documents (or portions thereof) or
information, as determined by such party's counsel, might reasonably result
in antitrust difficulties for such party (or any of its affiliates) and/or
(iii) any document or information that it reasonably believes constitutes
information protected by attorney/client privilege if such privilege would
be adversely affected by reason of being so provided. If any material is
withheld by such party pursuant to the proviso to the preceding sentence,
such party shall inform the


<PAGE>


                                                                            60


other party as to the general nature of what is being withheld and
otherwise make reasonable and appropriate substitute disclosure
arrangements under the circumstances. All information exchanged pursuant to
this Section 9.02 shall be subject to the confidentiality agreement dated
March 28, 2003, between Ashland and Marathon (the "Confidentiality
Agreement").

          SECTION 9.03. REASONABLE BEST EFFORTS; NOTIFICATION. (a) Upon the
terms and subject to the conditions set forth in this Agreement, each of
the parties shall use its reasonable best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Transactions, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents, orders, authorizations and
approvals from Governmental Entities and the making of all necessary
registrations, declarations and filings (including filings with
Governmental Entities, if any) and the taking of all reasonable steps as
may be necessary to obtain an approval or waiver from, or to avoid an
action or proceeding by, any Governmental Entity, (ii) the obtaining of all
necessary consents, approvals or waivers from third parties, (iii) the
defending of any lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or any other Transaction
Agreement or the consummation of the Transactions, including seeking to
have any stay or temporary restraining order entered by any court or other
Governmental Entity vacated or reversed and (iv) the execution and delivery
of any additional instruments necessary to consummate the Transactions and
to fully carry out the purposes of the Transaction Agreements. In
connection with and without limiting the foregoing, the Ashland Parties and
the Marathon Parties shall (i) take all action necessary to ensure that no
state takeover statute or similar statute or regulation is or becomes
applicable to any Transaction Agreement, any Ancillary Agreement or any
Transaction and (ii) if any state takeover statute or similar statute or
regulation becomes applicable to any Transaction Agreement, any Ancillary
Agreement or any Transaction, take all action necessary to ensure that the
Transactions may be consummated as promptly as practicable on the terms
contemplated by the Transaction Agreements.


<PAGE>


                                                                            61


Notwithstanding the foregoing, Ashland and its Representatives shall not be
prohibited under this Section 9.03(a) from taking any action permitted by
Section 8.02. Nothing in this Section 9.03(a) shall be deemed to require
Marathon to waive any rights or agree to any limitation on the operations
of Marathon or any of its subsidiaries or to dispose of any asset or
collection of assets of any Marathon Party or any of their respective
subsidiaries or affiliates, in each case that would have a material adverse
effect on the business, condition (financial or other) or results of
operations of (i) MAP, the Maleic Business and the VIOC Centers, taken as a
whole, or (ii) Marathon and its subsidiaries, taken as a whole.

          (b) Upon the terms and subject to the conditions set forth in
this Agreement, Ashland shall use its reasonable best efforts to cause the
condition set forth in Section 10.02(c) (Specified Consents) to be
satisfied. The parties, together with their financial advisors, shall
consult periodically regarding the scope of "reasonable best efforts,"
which will not require Ashland to incur commercially unreasonable costs to
satisfy such condition. With respect to the Ashland Public Debt (as defined
in this Section 9.03(b)), the parties acknowledge that Ashland may obtain
consents through a tender offer or consent solicitation (or combination
thereof), to be consummated on the Closing Date and to be commenced on a
date mutually agreed by Ashland and Marathon but in any event no later than
five business days after the satisfaction of the last to be satisfied of
the conditions set forth in Sections 10.01(a) (Ashland Shareholder
Approval), 10.01(c) (Antitrust) and 10.01(f) (Receipt of Private Letter
Rulings; Tax Opinions) to expressly permit the Transactions and eliminate
indenture covenants, certain events of default and other relevant
provisions, all as reasonably deemed by Ashland necessary to consummate the
Transactions (or, in the case of a combined tender offer and consent
solicitation, otherwise desirable). "Ashland Public Debt" means securities
outstanding as of the last day of the month immediately preceding the month
in which the tender offer and/or consent solicitation is commenced (the
"Debt Consent Measurement Date"), issued under the Indenture dated as of
August 15, 1989, between Ashland and Citibank, N.A. and the Amendment and
Restatement thereof dated as of August 15, 1990 (the "Indentures"), other
than any such securities issued after the date of this Agreement. For


<PAGE>


                                                                            62


purposes of this Section 9.03(b) and Section 10.02(c), receipt of consents
from the holders of not less than 66-2/3% in principal amount of the
Outstanding Securities (as defined in the Indentures) of any series
constitutes a consent with respect to the entire principal amount as of the
Debt Consent Measurement Date, of such series. For the avoidance of doubt,
receipt of consents from the holders of less than 66-2/3% in principal
amount of the Outstanding Securities of any series shall not constitute a
consent with respect to any portion of such series.

          (c) The Marathon Parties shall use their reasonable best efforts
     (not including the payment of any consideration) to obtain, prior to
     the Closing, the written consent of Pilot Corporation, as contemplated
     by the Global Obligations Agreement among MAP, Speedway SuperAmerica
     LLC, USX Corporation, Pilot Corporation, Ashland, James A. Haslam II,
     James A. Haslam III, William E. Haslam and Pilot Travel Centers LLC,
     dated as of September 1, 2001, to the release of Ashland from its
     obligations contained in Article XIV of the Put/Call Agreement in
     accordance with Section 12.04 or, if such consent has not been
     obtained prior to the Closing, as promptly as possible thereafter.

          (d) (i) The Ashland Parties and the Marathon Parties shall use
     their reasonable best efforts to cause AAA to deliver to Ashland and
     Marathon the Bring-Down AAA Opinions (as defined in Section 10.01(g))
     and to cause HLHZ to deliver to Ashland and Marathon the Bring-Down
     HLHZ Opinion (as defined in Section 10.01(g)). It is understood that
     (A) the Ashland Board may rely upon the Initial AAA Opinions and the
     Bring-Down AAA Opinions if the Ashland Board determines that such
     reliance is appropriate (subject to the indemnification and expense
     reimbursement arrangements previously agreed between Ashland and AAA)
     and (B) the Marathon Board may rely upon the Initial HLHZ Opinion and
     the Bring-Down HLHZ Opinion if the Marathon Board determines that such
     reliance is appropriate (subject to indemnification and expense
     reimbursement arrangements agreed between Marathon and HLHZ).

          (ii) The Ashland Parties and the Marathon Parties acknowledge
     that the sole purpose of the Bring-Down Opinions is to update the
     Initial Opinions based on events occurring or facts being disclosed to
     AAA or HLHZ, as applicable, after the date of this Agreement and prior
     to the


<PAGE>


                                                                            63


     Closing. Therefore, the parties intend that (A) each Bring-Down
     Opinion shall be based on the same valuation methodologies as the
     corresponding Initial Opinion, except for changes in methodology
     required as a result of events occurring or facts being disclosed to
     AAA or HLHZ, as applicable, after the date of this Agreement and prior
     to the Closing, and (B) events that are contemplated by AAA or HLHZ,
     as applicable, in the assumptions identified in its Initial Opinion
     should not be considered to have occurred after the date of this
     Agreement in determining whether to deliver the corresponding
     Bring-Down Opinion.

          (iii) Prior to the Closing, the Ashland Parties and MAP shall
     meet periodically with personnel of AAA and HLHZ and shall provide AAA
     and HLHZ access at all reasonable times upon reasonable prior request
     to their respective personnel, properties, books and records to the
     extent reasonably required for the purpose of delivering the
     Bring-Down Opinions.

          (iv) At any time prior to the Closing, either Ashland or Marathon
     may request that AAA or HLHZ (A) update its Working Papers and
     analysis based on events occurring or facts disclosed to it after the
     date of this Agreement and prior to the date of such request and (B)
     based on such update, advise Ashland and Marathon of any facts or
     circumstances that are expected to result in it being unable to
     deliver its Bring-Down Opinion as of such date. The Ashland Parties
     and the Marathon Parties shall be deemed to have jointly requested AAA
     or HLHZ to comply with any such request as promptly as practicable.

          (v) In the event that AAA or HLHZ shall notify Ashland and
     Marathon of any facts or circumstances that are expected to result in
     it being unable to deliver its Bring-Down Opinion, Ashland or MAP, as
     applicable, shall have the right for a period of three months, or such
     shorter period as Ashland or MAP, as applicable, may elect, to meet
     and confer with, and provide


<PAGE>


                                                                            64


     additional information to, AAA or HLHZ, as applicable, for purposes of
     resolving any concerns relating to such facts and circumstances. The
     Ashland Parties and the Marathon Parties shall use their reasonable
     best efforts to cause AAA or HLHZ, as applicable (based on such
     information and any efforts by Ashland or MAP, as applicable, to cure
     or otherwise address such facts and circumstances), to advise Ashland
     and Marathon as promptly as practicable after the expiration of such
     period whether it would be able to deliver its Bring-Down Opinion as
     of such date.

          (vi) The Working Papers of AAA and HLHZ relating to the
     Bring-Down Opinions, and any other Working Papers of AAA and HLHZ
     prepared pursuant to this Section 9.03(d) or otherwise relating to the
     Transactions, shall be made available to the Ashland Parties and the
     Marathon Parties upon request at any time prior to or after the
     Closing. The Ashland Parties and the Marathon Parties shall use their
     reasonable best efforts to cause AAA and HLHZ to provide the Ashland
     Parties and the Marathon Parties reasonable access to the personnel of
     AAA and HLHZ involved in the Bring-Down Opinions, during normal
     business hours upon reasonable prior request, at any time prior to the
     Closing to discuss matters relating to such Working Papers.

          (vii) At any time after August 1, 2004, or such earlier date as
     Ashland and Marathon may agree, and prior to the Closing, either
     Ashland or Marathon may request that AAA prepare a draft of the
     Bring-Down AAA Opinions or that HLHZ prepare a draft of the Bring-Down
     HLHZ Opinion, in each case marked to show any proposed changes from
     the applicable form included in Section 10.01(g) of the Marathon
     Disclosure Letter or in Section 10.01(g) of the Ashland Disclosure
     Letter, respectively, based on events occurring or facts disclosed to
     AAA or HLHZ after the date of this Agreement. The Ashland Parties and
     the Marathon Parties shall be deemed to have jointly requested AAA or
     HLHZ to comply with any such


<PAGE>


                                                                            65


     request as promptly as practicable. Ashland and Marathon may review
     and comment on any such proposed changes and may meet and confer with
     AAA and HLHZ for purposes of resolving any such comments prior to the
     Closing.

          (e) Prior to the Closing, Ashland shall give prompt notice to
Marathon of: (i) any representation or warranty made by the Ashland Parties
contained in the Transaction Agreements becoming untrue or incorrect, other
than such failures to be true and correct that, in the aggregate, have not
had and would not reasonably be expected to have an Ashland Material
Adverse Effect; provided that, for purposes of determining whether notice
is required under this clause (i), the representations and warranties of
the Ashland Parties shall be deemed not qualified by any references therein
to (A) materiality generally or (B) whether or not any breach, circumstance
or other item has resulted or would reasonably be expected to result in an
Ashland Material Adverse Effect; (ii) the failure by any of the Ashland
Parties to perform in all material respects their respective obligations
under the Transaction Agreements; (iii) any notice or other communication
any Ashland Party receives from any Governmental Entity or other person
alleging, to the knowledge of Ashland, with reasonable specificity, that a
Consent of, or registration, declaration or filing with, or permit from,
such Governmental Entity or other person is or may be required in
connection with the execution and delivery of or performance under any
Transaction Agreement or the consummation of the Transactions, or that any
such action would violate any applicable Law or breach or otherwise
conflict with any material agreement to which any of the Ashland Parties
are parties or are otherwise bound; or (iv) any action, suit, claim,
investigation or proceeding commenced or, to its knowledge, threatened, in
each case seeking to restrain or prohibit or otherwise materially affecting
the Transactions; provided, however, that no such notification shall affect
the representations, warranties or obligations of the Ashland Parties or
the conditions to the obligations of the Ashland Parties or the Marathon
Parties under the Transaction Agreements.

          (f) Prior to the Closing, Marathon shall give prompt notice to
Ashland of: (i) any representation or warranty made by the Marathon Parties
contained in


<PAGE>


                                                                            66


the Transaction Agreements becoming untrue or incorrect, other than such
failures to be true and correct that, in the aggregate, have not had and
would not reasonably be expected to have a Marathon Material Adverse
Effect; provided that, for purposes of determining whether notice is
required under this clause (i), the representations and warranties of the
Marathon Parties shall be deemed not qualified by any references therein to
(A) materiality generally or (B) whether or not any breach, circumstance or
other item has resulted or would reasonably be expected to result in a
Marathon Material Adverse Effect; (ii) the failure by any of the Marathon
Parties to perform in all material respects their respective obligations
under the Transaction Agreements; (iii) any notice or other communication
any Marathon Party receives from any Governmental Entity or other person
alleging, to the knowledge of Marathon, with reasonable specificity, that a
Consent of, or registration, declaration or filing with, or permit from,
such Governmental Entity or other person is or may be required in
connection with the execution and delivery of or performance under any
Transaction Agreement or the consummation of the Transactions, or that any
such action would violate any applicable Law or breach or otherwise
conflict with any material agreement to which any of the Marathon Parties
are parties or are otherwise bound; or (iv) any action, suit, claim,
investigation or proceeding commenced or, to its knowledge, threatened, in
each case seeking to restrain or prohibit or otherwise materially affecting
the Transactions; provided, however, that no such notification shall affect
the representations, warranties or obligations of the Marathon Parties or
the conditions to the obligations of the Ashland Parties or the Marathon
Parties under the Transaction Agreements. Marathon shall give prompt notice
to Ashland of: (i) any commitment referred to in the definition of Market
MAC Event contained in Section 14.02 ceasing to be in full force and effect
or (ii) any assertion by one or more Third Party Lenders who have provided
such commitment with respect to the HoldCo Borrowing that a market
disruption or other similar event has occurred that would result in the
non-satisfaction of the Market MAC Condition to the HoldCo Borrowing.

          (g) The Ashland Parties and the Marathon Parties shall comply
with the obligations set forth in Sections 11.03(a) and 11.03(b) of the
Put/Call Agreement


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                                                                            67


with respect to the transfer of the Ashland LOOP/LOCAP Interest as if
Marathon Company had exercised the Marathon Call Right (as defined in the
Put/Call Agreement) thereunder on the date of this Agreement. The Ashland
Parties and the Marathon Parties shall use their reasonable best efforts
(not including the payment of any consideration) to obtain (i) any consents
or approvals (in addition to those contemplated by Sections 11.03(a) and
11.03(b) of the Put/Call Agreement) required for the transfer of the
Ashland LOOP/LOCAP Interest to HoldCo and the acquisition of the Ashland
LOOP/LOCAP Interest by Merger Sub in the Acquisition Merger as contemplated
by this Agreement and (ii) express releases of Ashland, executed and
delivered by all parties to the LOOP T&D Agreement or the LOCAP T&D
Agreement, as applicable, effective as of the Closing, from all
liabilities, obligations and commitments under the LOOP T&D Agreement and
the LOCAP T&D Agreement, regardless of whether such liabilities,
obligations or commitments arose before or after the Closing. Merger Sub
shall execute such further instruments of assumption as may be required as
a result of the acquisition of the Ashland LOOP/LOCAP Interest by Merger
Sub in the Acquisition Merger as contemplated by this Agreement. If Ashland
is not released from all liabilities, obligations and commitments under the
LOCAP T&D Agreement in accordance with clause (ii) of the second
immediately preceding sentence, Ashland shall cause the LOCAP T&D
Assumption Agreement (as defined in Section 14.02) to be executed and
delivered by the parties specified therein to be parties thereto, and if
Ashland has not been released from all liabilities, obligations and
commitments under the LOOP T&D Agreement in accordance with this Section
9.03(g), Ashland shall cause the LOOP T&D Assumption Agreement (as defined
in Section 14.02) to be executed and delivered by the parties specified
therein to be parties thereto, in each case as contemplated by Section
1.02(b).


          SECTION 9.04. FEES AND EXPENSES. (a) Except as provided below,
all fees and expenses (including any broker's or finder's fees and the
expenses of representatives and counsel) incurred in connection with the
Transactions shall be paid by the party incurring such fees or expenses,
whether or not the Transactions are consummated.


<PAGE>


                                                                            68


          (b) Ashland and Marathon shall share equally (i) fees and
expenses of Morgan Joseph & Co., Inc. in connection with its appraisal of
the Maleic Business and the VIOC Centers, (ii) fees and expenses of D&T for
purposes of allocating the value of MAP to its assets in anticipation of
the MAP Partial Redemption and for use by Marathon for GAAP reporting
purposes, (iii) fees and expenses of Patton Boggs LLP in connection with
obtaining the consent from the Department of Transportation with respect to
the transfer of Ashland's interest in LOOP LLC, as required by the permit
issued by the Department of Transportation relating to LOOP LLC, (iv) fees
and expenses incurred in connection with filing, printing and mailing of
the Proxy Statement and the Forms S-4, including the SEC filing fees
associated with the Proxy Statement, the Marathon Form S-4 and the Ashland
Form S-4; provided, however, that each of Ashland and Marathon shall pay
the fees and expenses of their respective counsel and independent auditors
in connection with the preparation and filing of such documents and (v)
fees and expenses of one firm engaged by Ashland, and reasonably acceptable
to Marathon, with respect to the solicitation of proxies in connection with
the Ashland Shareholders Meeting. Except as set forth in Section
9.03(d)(i), Marathon shall pay the fees and expenses of AAA in connection
with the Initial AAA Opinions and the Bring-Down AAA Opinions and Ashland
shall pay the fees and expenses of HLHZ in connection with the Initial HLHZ
Opinion and the Bring-Down HLHZ Opinion. Marathon shall pay the fees (other
than any guarantee fee payable after Closing pursuant to the Reimbursement
Agreement) and expenses relating to the HoldCo Borrowing. Merger Sub shall
pay any guarantee fee payable after Closing pursuant to the Reimbursement
Agreement. Ashland shall pay the fees and expenses relating to obtaining
the consents referred to in Section 10.02(c) (Specified Consents). Costs
and expenses incurred in connection with the arrangements described in
Section 9.02(e) of the Put/Call Agreement, if applicable, shall be
allocated in accordance with such section.

          (c) Ashland shall pay to Marathon a fee of $30,000,000 (the
"Termination Fee") if: (i) Marathon terminates this Agreement pursuant to
Section 11.01(d); (ii) Ashland terminates this Agreement pursuant to
Section 11.01(f); or (iii) any person makes a Competing Ashland Proposal
that was publicly disclosed prior to the


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                                                                            69


Ashland Shareholders Meeting and not withdrawn by the date of the Ashland
Shareholders Meeting and thereafter this Agreement is terminated pursuant
to Section 11.01(b)(iii) and within 15 months of such termination Ashland
enters into a definitive agreement to consummate, or consummates, any
transaction (other than a transaction involving Marathon or any of its
affiliates, or any successor thereto under the Put/Call Agreement, as a
party thereto) of a kind described in clause (i), (ii) or (iii) of the
definition of "Competing Ashland Proposal" (solely for purposes of this
Section 9.04(c), the term "Competing Ashland Proposal" shall have the
meaning set forth in the definition of Competing Ashland Proposal contained
in Section 8.02(e) except that the reference to "any of Ashland's
Membership Interest" in clause (iii) thereof shall be deemed a reference to
"a majority of Ashland's Membership Interest"). Any fee due under this
Section 9.04(c) shall be paid by wire transfer of same-day funds (A) in the
case of clause (i) or (ii) of the preceding sentence, on the date of
termination of this Agreement, and (B) in the case of clause (iii) of the
preceding sentence, on the date of execution of such definitive agreement
or, if earlier, consummation of such transactions.

          (d) Ashland shall pay to Marathon $10,000,000 (which shall be in
addition to any Termination Fee payable pursuant to Section 9.04(c)), which
Ashland and Marathon agree is a reasonable estimate of Marathon's expenses
incurred in connection with this Agreement, if (i) this Agreement is
terminated pursuant to Section 11.01(c) or (ii) Ashland is obligated to pay
the Termination Fee under Section 9.04(c). Any fee due under Section
9.04(d)(i) shall be payable upon demand following such termination. Any fee
due under Section 9.04(d)(ii) shall be paid by wire transfer of same-day
funds on the date of payment of the Termination Fee. The payment by Ashland
to Marathon under this Section 9.04(d) following termination of this
Agreement pursuant to Section 11.01(c) shall not impair any claim for
damages or any other right or remedy available to Marathon (other than for
expenses incurred in connection with this Agreement), at law or in equity,
arising out of or resulting from any breach or failure to perform which
gave rise to Marathon's right to terminate this Agreement pursuant to
Section 11.01(c).


<PAGE>


                                                                            70


          (e) Marathon shall pay to Ashland $10,000,000, which Ashland and
Marathon agree is a reasonable estimate of Ashland's expenses incurred in
connection with this Agreement, if this Agreement is terminated pursuant to
Section 11.01(e), payable upon demand following such termination. The
payment by Marathon to Ashland under this Section 9.04(e) following
termination of this Agreement pursuant to Section 11.01(e) shall not impair
any claim for damages or any other right or remedy available to Ashland
(other than for expenses incurred in connection with this Agreement), at
law or in equity, arising out of or resulting from any breach or failure to
perform which gave rise to Ashland's right to terminate this Agreement
pursuant to Section 11.01(e).

          SECTION 9.05. PUBLIC ANNOUNCEMENTS. The Ashland Parties, on the
one hand, and the Marathon Parties, on the other hand, shall consult with
each other before issuing, and provide each other the opportunity to review
and comment upon, any press release or other similar written or scripted
public statements (including communications to employees generally of MAP,
the Maleic Business or the VIOC Centers) with respect to the Transactions
and shall not issue any such press release or make any such public
statement prior to such consultation, except as may be required by
applicable Law, court process or by obligations pursuant to any listing
agreement with or rules of any national securities exchange.

          SECTION 9.06. AFFILIATES. Prior to the date of the Ashland
Shareholders Meeting, Ashland shall deliver to Marathon a letter
identifying all persons who are expected by Ashland to be, at the date of
the Ashland Shareholders Meeting, "affiliates" of Ashland for purposes of
Rule 145 under the Securities Act, and Ashland shall update such list if
necessary prior to the Closing to identify all persons Ashland reasonably
believes may have been "affiliates" of Ashland for purposes of Rule 145
under the Securities Act on the date of the Ashland Shareholders Meeting.
Ashland shall use its reasonable best efforts (not including the payment of
any consideration) to cause each such person to deliver to Marathon on or
prior to the Closing Date a written agreement substantially in the form
attached hereto as Exhibit C.

          SECTION 9.07. STOCK EXCHANGE LISTINGS. (a) Marathon shall prepare
and submit to the NYSE an


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application (or amendment thereto) for listing on the NYSE of the Marathon
Common Stock to be issued in the Acquisition Merger, and shall use its
reasonable best efforts to obtain, prior to the Ashland Shareholders
Meeting, approval for the listing of such shares, subject to official
notice of issuance.

          (b) Ashland and New Ashland Inc. shall prepare and submit to the
NYSE or The Nasdaq Stock Market ("NASDAQ") an application (or amendment
thereto) for listing on the NYSE or NASDAQ of the New Ashland Inc. Common
Stock to be issued to holders of Ashland Common Stock in the Acquisition
Merger, and shall use their reasonable best efforts to obtain, prior to the
Ashland Shareholders Meeting, approval for the listing of such shares,
subject to official notice of issuance.

          SECTION 9.08. RIGHTS AGREEMENTS; CONSEQUENCES IF RIGHTS
TRIGGERED. (a) If any Distribution Date occurs under the Ashland Rights
Agreement at any time during the period from the date of this Agreement to
the Acquisition Merger Effective Time, Ashland and Marathon shall make such
adjustment to Articles II, III and IV as Ashland and Marathon shall
mutually agree so as to preserve the economic benefits that Ashland and
Marathon each reasonably expected on the date of this Agreement to receive
as a result of the consummation of the Transactions.

          (b) In the event that Marathon enters into or adopts a rights
agreement and, at any time from the date of this Agreement to the Closing
Date, a "distribution date", "share acquisition date", "triggering event"
or similar event occurs thereunder, the Marathon Board shall take such
actions as are necessary under such rights agreement to provide that rights
certificates representing an appropriate number of Marathon rights are
issued to former Ashland shareholders who receive Marathon Common Stock
pursuant to the Acquisition Merger. If Marathon is not permitted under such
rights agreement to provide rights certificates to such former Ashland
shareholders, Ashland and Marathon shall make such adjustment to Article IV
as Ashland and Marathon shall mutually agree so as to preserve the economic
benefits that Ashland and Marathon each reasonably expected on the date of
this Agreement to receive as a result of the consummation of the
Transactions.


<PAGE>


                                                                            72


          SECTION 9.09. ST. PAUL PARK JUDGMENT AND PLEA AGREEMENT; PLAINS
SETTLEMENT. (a) After the Closing, (i) MAP shall complete the St. Paul Park
QQQ Project (as defined in this Section 9.09(a))(if it has not been completed
prior to the Closing) and (ii) the Marathon Parties shall allow New Ashland
Inc., the United States Probation Office and their respective consultants and
advisors appropriate access to the St. Paul Park refinery to allow them to
monitor and ascertain completion of the St. Paul Park QQQ Project and assure
compliance of the "systems" (as defined in the St. Paul Park Judgment and Plea
Agreement (as defined in Section 14.02)) with the St. Paul Park Judgment and
Plea Agreement. The "St. Paul Park QQQ Project" means the upgrade of all
process sewers, junction boxes and drains at the St. Paul Park refinery to
comply with Subpart QQQ of the New Source Performance Standards of the Clean
Air Act, 42 U.S.C. {section} 7413(c)(1), in accordance with the St. Paul Park
Judgment and Plea Agreement.

          (b) Ashland or New Ashland Inc. shall bear the cost of the St.
Paul Park QQQ Project incurred after January 1, 2003 not to exceed
$9,670,000 (if the Closing occurs on or before December 31, 2004) or the
amount of the Price Reduction (as defined in Amendment No. 1 to the
Put/Call Agreement) (if the Closing occurs after December 31, 2004) (the
"St. Paul Park QQQ Project Payment Amount"). The following amounts shall be
credited against the St. Paul Park QQQ Project Payment Amount: (i) 38% of
(A) all out-of-pocket costs incurred after January 1, 2003 by MAP and (B)
internal engineering costs of MAP incurred after January 1, 2003, in each
case for which MAP has not been reimbursed by Ashland, prior to the
Closing, in each case arising out of or relating to the St. Paul Park QQQ
Project, (ii) all out-of-pocket costs incurred after January 1, 2003 by MAP
and internal engineering costs of MAP incurred after January 1, 2003, for
which MAP has been reimbursed by Ashland, prior to the Closing, in each
case arising out of or relating to the St. Paul Park QQQ Project, and (iii)
$1,569,400, which amount represents 38% of the $4,130,000 paid by MAP as
part of the Plains Settlement (the sum of the amount referred to in clauses
(i), (ii) and (iii) being the "Prior Payments"). MAP shall provide to
Ashland, at least two business days prior to the Closing Date, a written
statement setting forth in reasonable detail its calculation of the amounts
referred


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to in clauses (i) and (ii) of the preceding sentence. Promptly following
the Closing, if the St. Paul Park QQQ Project Payment Amount exceeds the
Prior Payments, New Ashland Inc. shall, and if the Prior Payments exceed
the St. Paul Park QQQ Project Payment Amount, MAP shall, make payment to
the other party of the amount of such excess, by wire transfer of
immediately available funds to a bank account designated in writing by MAP
or New Ashland Inc., as applicable, at least two business days prior to the
Closing Date.

          SECTION 9.10. CONSEQUENCES OF INABILITY TO TRANSFER THE ASHLAND
LOOP/LOCAP INTEREST ON THE CLOSING DATE. The parties acknowledge that,
pursuant to the MAP Governing Documents, Ashland is obligated to pay to MAP
an amount equal to any dividends or distributions that Ashland receives in
respect of the Ashland LOOP/LOCAP Interest net of certain Taxes imposed on
Ashland or withheld from such dividends or distributions, and accordingly,
the economic benefits of the foregoing have already been effectively
transferred to MAP. Accordingly, notwithstanding anything to the contrary
contained herein, it shall not be a condition to the Closing or the
effectiveness of any of the Transactions that Ashland shall have
contributed the Ashland LOOP/LOCAP Interest to HoldCo in accordance with
Section 1.02(b) and the MAP/LOOP/LOCAP Contribution Agreements. In the
event that any consents or approvals required for the transfer of the
Ashland LOOP/LOCAP Interest are not obtained prior to the Closing, and as a
consequence Ashland is not able to contribute the Ashland LOOP/LOCAP
Interest to HoldCo on the Closing Date, the provisions set forth in
Sections 9.02(e), 13.03 and 13.04 of the Put/Call Agreement shall apply;
provided, however, that, from and after the Closing, any payments described
in the first sentence of this Section 9.10 shall be made by New Ashland
Inc. to Merger Sub for the benefit of MAP.

          SECTION 9.11. CONSENTS UNDER ASSIGNED CONTRACTS. Ashland and
Marathon shall use their reasonable best efforts (not including the payment
of any consideration) to obtain any Consents of third parties necessary to
effect the assignment to and assumption by HoldCo of, and the release of
Ashland from, the Assigned Contracts (as defined in each of the Maleic
Agreement and the VIOC Agreement), including in the case of the Marathon
Parties by providing such assurances regarding performance by Merger Sub
(as


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successor to HoldCo) after the Closing as may be reasonably required to obtain
such Consents.

          SECTION 9.12. ADMINISTRATIVE PROCEEDINGS. After the Closing, if
the Marathon Parties receive notice or become aware of any consent decree
or order, notice of violation, administrative enforcement action or similar
administrative action (each, an "Administrative Proceeding") relating to
MAP and naming Ashland as a responsible party, the Marathon Parties shall
promptly notify Ashland of such Administrative Proceeding. Ashland may
take, and MAP shall provide Ashland with such cooperation as Ashland may
reasonably request in connection with, any reasonable action to remove
Ashland's name from such Administrative Proceeding, so long as such removal
is appropriate under the circumstances (taking into consideration the
applicable provisions of the Transaction Agreements, the Ancillary
Agreements, the MAP Governing Documents and applicable Law). Nothing in
this Section 9.12 is intended to affect MAP's right to control its defense
of such Administrative Proceedings.

          SECTION 9.13. REPLACEMENT OF DISTRIBUTED RECEIVABLES. To the
extent any Distributed Receivable is reduced or canceled (other than as a
result of a breach by the obligor thereof of its payment obligation), or to
the extent Ashland makes any payment in respect of proceeds of any
Distributed Receivable to the holder of any Lien referred to in clause (iv)
below after the collection of such Distributed Receivable in order to
satisfy such Lien, including as a result of (i) defective or rejected goods
or services, any cash discount or governmental or regulatory action, (ii) a
setoff in respect of any claim by the obligor thereof, (iii) an obligation
of MAP to pay the obligor thereof any rebate or refund or (iv) any Lien
with respect to such Distributed Receivable, other than any Lien arising
from actions or inactions of any of the Ashland Parties or their affiliates
(and not any of the Marathon Parties or their affiliates), then MAP shall
promptly assign to Ashland accounts receivable of MAP, selected in
accordance with the protocol set forth in Exhibit A, with a total Value
equal to, in the case of a reduction, the Value of such reduction, in the
case of a payment, the amount of such payment, or, in the case of a
cancelation, the Value of such Distributed Receivable. Ashland shall assign
back


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to MAP any Distributed Receivables that have been replaced pursuant to this
Section 9.13.

          SECTION 9.14. TRANSITION SERVICES. Within 120 days after the date
of this Agreement, Marathon shall provide written notice to Ashland
specifying which of the services currently being performed by Ashland for
the Maleic Business that Marathon requests New Ashland Inc. to continue to
perform during the transition period after the Closing specified in, and in
accordance with the terms of, the Transition Services Agreement (as defined
in the Maleic Agreement). Prior to the Closing, Ashland and Marathon shall
agree on the scope of such transition services and shall prepare
appropriate schedules to the Transition Services Agreement to reflect such
transition services. Unless otherwise agreed by Ashland and Marathon, the
fees for such transition services shall be as specified in Section 2.1
(without regard to clause (i) of the first sentence thereof) of the form of
Transition Services Agreement attached as an exhibit to the Maleic
Agreement. Such transition services shall be provided during the term
specified in Section 2.2 of such form of Transition Services Agreement,
subject to the termination and notice provisions specified therein.

          SECTION 9.15. MAP PARTIAL REDEMPTION AMOUNT. (a) Ashland shall
use its reasonable best efforts to cause Deloitte & Touche LLP ("D&T") to
provide Ashland and Marathon, on or prior to August 15, 2004, (i) a
preliminary report prepared by D&T setting forth D&T's good faith estimate
as to the respective amounts of accounts receivable and cash to be
distributed by MAP in the MAP Partial Redemption and (ii) any supporting
schedules and other information prepared by D&T in connection with such
report as Marathon may reasonably request. Ashland shall use its reasonable
best efforts to cause D&T to provide Ashland and Marathon any updates to
such report, schedules and other information from time to time as Marathon
may reasonably request.

          (b) The Marathon Parties shall cause MAP to have available for
distribution at Closing in the MAP Partial Redemption cash in an amount,
and accounts receivable with a Value, which in the aggregate equal the
Estimated MAP Partial Redemption Amount. The Ashland Parties and the
Marathon Parties shall use their reasonable best efforts to cause MAP to
have available for distribution at Closing in


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the MAP Partial Redemption cash in an amount equal to the Cash Amount and
accounts receivable with a total Value equal to the AR Amount.
Notwithstanding the provisions of Section 8.01(c) or any provision of the
MAP LLC Agreement (as amended by the MAP LLC Agreement Amendment or
otherwise amended hereafter), and without requiring a vote pursuant to
Section 8.07(b) of the MAP LLC Agreement (as amended by the MAP LLC
Agreement Amendment or otherwise amended hereafter), in the event Marathon
reasonably expects that MAP will not have sufficient cash and accounts
receivable available for distribution to Ashland to fund the payment of the
Estimated MAP Partial Redemption Amount (after taking into account MAP's
reasonably anticipated working capital requirements) on the expected
Closing Date, MAP shall be permitted to sell or otherwise dispose of
assets, or enter into sale/leaseback arrangements, in each case in
arm's-length transactions with unaffiliated third parties, that are treated
for Federal income Tax purposes as dispositions, not borrowings, in order
to raise funds to satisfy such funding requirement.

          (c) If the Closing occurs, all Tax Items (as defined in the Tax
Matters Agreement) from any sale, disposition or sale/leaseback arrangement
effected pursuant to Section 9.15(b) that is not effected in the ordinary
course of MAP's business and is not reflected in MAP's "Business/Tactical
Plan & Budget 2004-2006" dated December 16, 2003 shall be allocated to
Marathon Company. The Marathon Parties shall (i) promptly notify Ashland of
any written proposal made or received by any of the Marathon Parties
relating to such a sale, disposition or sale/leaseback arrangement, and in
any event shall notify Ashland of any such proposed sale, disposition or
sale/leaseback arrangement not less than five days prior to entering into
an agreement to effect any such sale, disposition or sale/leaseback
arrangement; (ii) in connection with any such proposal, advise Ashland in
writing of the assets to be transferred, the identity of the proposed
transferee and the material terms and conditions of the proposed sale,
disposition or sale/leaseback arrangement; (iii) keep Ashland reasonably
informed on a timely basis of the status and details of such proposed sale,
disposition or sale/leaseback arrangement, prior to and after entering into
an agreement to effect any such sale, disposition or sale/leaseback
arrangement, including any details that may affect the


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timing of the Transactions, and provide Ashland with copies of all material
documents related to such proposed sale, disposition or sale/leaseback
arrangement; and (iv) use its reasonable best efforts to effect the closing
of any such sale, disposition or sale/leaseback arrangement substantially
concurrently with the Closing.

          (d) Ashland shall provide Marathon not less than 90 days notice
if Ashland intends to waive the condition set forth in Section 10.02(f), in
which case the Marathon Parties shall cause MAP to have available for
distribution at Closing in the MAP Partial Redemption such additional cash
as may be required to comply with the first sentence of Section 9.15(b).

          SECTION 9.16. ASHLAND DEBT OBLIGATION AMOUNT. No later than
August 1, 2004, Ashland shall provide to Marathon a schedule setting forth
estimates, prepared in good faith by Ashland in light of any communications
with the Internal Revenue Service (the "IRS"), written or otherwise, of the
Ashland Debt Obligation Amounts based on assumed Closing Dates occurring on
the last day of each month from August of 2004 through June of 2005.
Ashland shall update such schedule promptly following any communication
with the IRS, written or otherwise, that would materially affect the
Ashland Debt Obligation Amount for any assumed Closing Date. Within five
business days of Ashland's receipt of the Private Letter Rulings, Ashland
shall provide to Marathon a schedule setting forth the Ashland Debt
Obligation Amount for each such assumed Closing Date after the date of such
schedule. Ashland shall not, without the prior written consent of Marathon,
effect any repurchase, repayment or defeasance prior to the Closing Date of
any debt outstanding as of the date of this Agreement (and any refinancings
of such debt by Ashland or any of its affiliates) that would reduce the
Ashland Debt Obligation Amount (taking into consideration any refinancing
of such debt by Ashland or any of its affiliates), except to the extent
required by the terms of such debt (including, with respect to obligations
other than (i) the Ashland Public Debt, (ii) any other debt issued after
the date of this Agreement to refinance any portion of the Ashland Debt
Obligation Amount and (iii) Ashland's industrial revenue bonds, as a result
of any notice of Ashland's intent to repurchase, repay or


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defease such obligations on an expected Closing Date; provided, that such
notice is delivered by Ashland after the satisfaction of the last to be
satisfied of the conditions set forth in Sections 10.01(a) (Ashland
Shareholder Approval), 10.01(c) (Antitrust) and 10.01(f) (Receipt of
Private Letter Rulings; Tax Opinions)).


                                 ARTICLE X

                            CONDITIONS PRECEDENT

          SECTION 10.01. CONDITIONS TO THE ASHLAND PARTIES' AND THE
MARATHON PARTIES' OBLIGATIONS TO EFFECT THE TRANSACTIONS. The respective
obligation of the Ashland Parties and the Marathon Parties to effect the
Transactions is subject to the satisfaction or waiver on or prior to the
Closing Date of the following conditions:

          (a) ASHLAND SHAREHOLDER APPROVAL. Ashland shall have obtained the
Ashland Shareholder Approval.

          (b) LISTING. The shares of Marathon Common Stock issuable in the
Marathon Share Issuance shall have been approved for listing on the NYSE,
subject to official notice of issuance, and the shares of New Ashland Inc.
Common Stock issuable in the New Ashland Inc. Share Issuance shall have
been approved for listing on the NYSE or NASDAQ, subject to official notice
of issuance.

          (c) ANTITRUST. Any waiting period (and any extension thereof)
applicable to the Transactions under the HSR Act shall have been terminated
or shall have expired. Any consents, approvals and filings under any
foreign antitrust Law, the absence of which would prohibit the consummation
of the Transactions, shall have been obtained or made.

          (d) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other Governmental Entity or other legal
restraint or prohibition preventing or making unlawful the consummation of
the Transactions shall be in effect; provided, however, that prior to
asserting this condition, subject to Section 9.03, each of the parties
shall have used its reasonable best efforts to prevent the entry of any
such


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injunction or other order and to appeal as promptly as possible any such
injunction or other order that may be entered or otherwise have any such
injunction or other order lifted or vacated.

          (e) FORMS S-4 AND EXCHANGE ACT REGISTRATION STATEMENT. The Forms
S-4 shall have become effective under the Securities Act and shall not be
the subject of any stop order or proceedings seeking a stop order, and
Marathon shall have received any state securities or "blue sky"
authorizations necessary to effect the Marathon Share Issuance. Ashland
shall have received any state securities or "blue sky" authorizations
necessary to effect the HoldCo Share Issuance and the New Ashland Inc.
Share Issuance. The Exchange Act Registration Statement shall have become
effective under the Exchange Act and shall not be the subject of any stop
order or proceedings seeking a stop order.

          (f) RECEIPT OF PRIVATE LETTER RULINGS; TAX OPINIONS. Ashland and
Marathon shall have received the private letter rulings from the Internal
Revenue Service, in form and substance reasonably satisfactory to the
Ashland Board and the Marathon Board, and the Tax opinions, dated as of the
Closing Date, set forth in Exhibit D (such private letter rulings, the
"Private Letter Rulings", and such Tax opinions, the "Tax Opinions") with
respect to the Transactions, and the Private Letter Rulings shall be in
effect as of the Closing Date.

          (g) SOLVENCY OPINIONS. Ashland and Marathon shall have received
two "bring-down" solvency opinions of AAA dated as of the Closing Date and
in substantially the form included in Section 10.01(g) of the Marathon
Disclosure Letter (the "Bring-Down AAA Opinions") and a "bring-down"
solvency opinion of HLHZ dated as of the Closing Date and in substantially
the form included in Section 10.01(g) of the Ashland Disclosure Letter (the
"Bring-Down HLHZ Opinion" and, together with the Bring-Down AAA Opinion,
the "Bring-Down Opinions").


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          SECTION 10.02. CONDITIONS TO OBLIGATIONS OF THE ASHLAND PARTIES. The
obligations of the Ashland Parties to effect the Transactions are further
subject to the following conditions:

          (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Marathon Parties in the Transaction Agreements shall be
true and correct as of the Closing Date as though made on the Closing Date,
except to the extent such representations and warranties expressly relate
to an earlier date (in which case such representations and warranties shall
be true and correct as of such earlier date), other than such failures to
be true and correct that, individually and in the aggregate, have not had
and would not reasonably be expected to have a Marathon Material Adverse
Effect. Ashland shall have received a certificate signed on behalf of
Marathon by the chief executive officer or the chief financial officer of
Marathon to such effect. For purposes of determining the satisfaction of
this condition only, the representations and warranties of the Marathon
Parties shall be deemed not qualified by any references therein to (A)
materiality generally or (B) whether or not any breach, circumstance or
other item has resulted or would reasonably be expected to result in a
Marathon Material Adverse Effect.

          (b) PERFORMANCE OF OBLIGATIONS OF THE MARATHON PARTIES. The
Marathon Parties shall have performed in all material respects the
obligations required to be performed by them under the Transaction
Agreements at or prior to the Closing Date, and Ashland shall have received
a certificate signed on behalf of Marathon by the chief executive officer
or the chief financial officer of Marathon to such effect.

          (c) SPECIFIED CONSENTS. Ashland shall have received irrevocable
consents (which shall be in full force and effect) to the Transactions with
respect to series of Ashland Public Debt with an aggregate principal amount
as of the Debt Consent Measurement Date representing at least 90% of the
aggregate principal amount of all series of Ashland Public Debt as of such
date.

          (d) DISTRIBUTIONS TO FORMER ASHLAND SHAREHOLDERS. If the New
Ashland Inc. Share Issuance is to be effected through a distribution in
accordance with Section 1.04(b), the Ashland Board and the Board of
Directors of HoldCo shall have determined in good faith


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                                                                            81


that such distribution will be in compliance with all applicable Law
relating to such distribution.

          (e) ABSENCE OF UNDISCLOSED MATERIAL ADVERSE EFFECT. Except as
disclosed in documents filed by Marathon with the SEC and publicly
available on or before the date that is five business days prior to the
first trading day of the Averaging Period, and except for such events,
changes, effects or developments relating to the economy of the United
States or foreign economies in general or generally affecting any industry
in which Marathon or any of its subsidiaries operate, from the date of this
Agreement to the Closing Date, there shall not have been any event, change,
effect or development that, individually or in the aggregate, has had or
would reasonably be expected to have a material adverse effect on the
business, properties, assets, condition (financial or otherwise),
operations or results of operation of Marathon and its subsidiaries, taken
as a whole, and Ashland shall have received a certificate signed on behalf
of Marathon by the chief executive officer or the chief financial officer
of Marathon to such effect. Failure to deliver such certificate, or the
occurrence of any such event, change, effect or development, shall not give
rise to a right to terminate this Agreement under Section 11.01(e).

          (f) MAP ACCOUNTS RECEIVABLE. In order to effect the MAP Partial
Redemption, MAP shall have available for distribution at Closing accounts
receivable, each with a Federal income Tax basis no less than its face
amount, of MAP with a total Value equal to the AR Amount (calculated
without giving effect to any increase in the MAP Partial Redemption Amount
pursuant to the second sentence of Section 1.01).

          (g) RECEIVABLES SALES FACILITY. Ashland shall have received a
certificate dated the Closing Date and signed on behalf of Marathon by the
chief executive officer or the chief financial officer of Marathon to the
effect (A) that Marathon has not delivered the notice referred to in
Section 7.03(b)(vi) of the Tax Matters Agreement or (B) that MAP will not
make any sales of receivables during the two-year period beginning on the
Closing Date.

          SECTION 10.03. CONDITIONS TO OBLIGATIONS OF THE MARATHON PARTIES.
The obligations of the Marathon Parties


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to effect the Transactions are further subject to the following conditions:

          (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Ashland Parties in the Transaction Agreements shall be
true and correct as of the Closing Date as though made on the Closing Date,
except to the extent such representations and warranties expressly relate
to an earlier date (in which case such representations and warranties shall
be true and correct as of such earlier date), other than such failures to
be true and correct that, individually and in the aggregate, have not had
and would not reasonably be expected to have an Ashland Material Adverse
Effect. Marathon shall have received a certificate signed on behalf of
Ashland by the chief executive officer or the chief financial officer of
Ashland to such effect. For purposes of determining the satisfaction of
this condition only: (i) the representations and warranties of the Ashland
Parties shall be deemed not qualified by any references therein to (A)
materiality generally or (B) whether or not any breach, circumstance or
other item has resulted or would reasonably be expected to result in an
Ashland Material Adverse Effect; and (ii) the representations and
warranties set forth in Section 6.11(d) shall be deemed to be true and
correct if the condition set forth in Section 10.01(g) is satisfied.

          (b) PERFORMANCE OF OBLIGATIONS OF THE ASHLAND PARTIES. The
Ashland Parties shall have performed in all material respects the
obligations required to be performed by them under the Transaction
Agreements at or prior to the Closing Date, and Marathon shall have
received a certificate signed on behalf of Ashland by the chief executive
officer or the chief financial officer of Ashland to such effect.


<PAGE>


                                                                            83


                                 ARTICLE XI

                     TERMINATION, AMENDMENT AND WAIVER

          SECTION 11.01. TERMINATION. This Agreement may be terminated at any
time prior to the Closing, whether before or after receipt of the Ashland
Shareholder Approval:

          (a) by mutual written consent of Ashland and Marathon;

          (b) by either Ashland or Marathon:

               (i) if the Transactions are not consummated during the
          period ending on June 30, 2005 (such date, as extended in
          accordance with this Section 11.01(b)(i), the "Outside Date"),
          unless the failure to consummate the Transactions is the result
          of a material breach of the Transaction Agreements by the party
          seeking to terminate this Agreement; provided, however, that the
          passage of such period shall be tolled for any period (not to
          exceed three months):

                    (A) during which any party shall be subject to a
               nonfinal order, decree, ruling or action of any court of
               competent jurisdiction or other Governmental Entity
               restraining, enjoining or otherwise prohibiting the
               consummation of the Transactions;

                    (B) referred to in Section 9.03(d)(v); and

                    (C) referred to in the final proviso to Section
               11.01(e); and

                    (D) beginning on June 30, 2005 if, on such date, all
               conditions set forth in Article X have been satisfied (or,
               to the extent permitted by Law, waived by the parties
               entitled to the benefit thereof) other than the condition
               set forth in Section 10.02(f) (and other than those


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                                                                            84


               conditions that by their nature are to be satisfied on the
               Closing Date) unless, at any time during the three month
               period from June 30, 2005 through September 30, 2005,
               Ashland determines, after consultation with Marathon, that
               the condition set forth in Section 10.02(f) is not
               reasonably expected to be satisfied during such three month
               period;

          provided further however, that in no event will the Outside Date be
          extended beyond September 30, 2005;

               (ii) if any Governmental Entity issues an order, decree,
          ruling or judgment or takes any other action permanently
          enjoining, restraining or otherwise prohibiting any of the
          Transactions and such order, decree, ruling, judgment or other
          action becomes final and nonappealable;

               (iii) if, upon a vote at the Ashland Shareholder Meeting (or
          any adjournment or postponement thereof), the Ashland Shareholder
          Approval is not obtained; or

               (iv) if the party seeking to terminate this Agreement
          reasonably determines that the condition set forth in Section
          10.01(f) has become incapable of satisfaction based on either:
          (A) amendments or modifications to Federal income Tax Law
          effective after the date of this Agreement, (B) a private letter
          ruling received by Ashland and Marathon from the IRS or (C) an
          official, written communication from the IRS regarding the
          matters set forth in Exhibit D;

          (c) by Marathon, if any one or more of the Ashland Parties breach
or fail to perform their representations, warranties or covenants contained
in the Transaction Agreements, which breach or breaches or failure or
failures to perform (i) would, individually or in the aggregate, give rise
to the failure of a condition set forth in Section 10.03(a) or 10.03(b) and
(ii) cannot be cured or, if curable, is not or are not cured within 60 days
after written notice from Marathon (provided that the Marathon Parties are
not then in breach of their


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                                                                            85


representations, warranties or covenants contained in the Transaction
Agreements, which breaches would give rise to the failure of a condition
set forth in Section 10.02(a) or 10.02(b));

          (d) by Marathon, prior to the Cutoff Date, if:

               (i) the Ashland Board withdraws or modifies, in a manner
          adverse to Marathon, or proposes publicly to withdraw or modify,
          in a manner adverse to Marathon, its approval or recommendation
          of the Transaction Agreements or the Transactions, fails to
          recommend to Ashland's shareholders that they give the Ashland
          Shareholder Approval or adopts, approves or recommends, or
          proposes publicly to adopt, approve or recommend, any Competing
          Ashland Proposal; or

               (ii) the Ashland Board fails to reaffirm its recommendation
          to Ashland's shareholders that they give the Ashland Shareholder
          Approval within 10 business days of Marathon's written request to
          do so (which request may be made at any time prior to the Ashland
          Shareholders Meeting if a Competing Ashland Proposal has been
          publicly disclosed and not withdrawn);

          (e) by Ashland, if any one or more of the Marathon Parties breach
or fail to perform their representations, warranties or covenants contained
in the Transaction Agreements which breach or breaches or failure or
failures to perform (i) would, individually or in the aggregate, give rise
to the failure of a condition set forth in Section 10.02(a) or 10.02(b) and
(ii) cannot be cured or, if curable, is not or are not cured within 60 days
after written notice from Ashland (provided that the Ashland Parties are
not then in breach of their representations, warranties or covenants
contained in the Transaction Agreements, which breaches would give rise to
the failure of a condition set forth in Section 10.03(a) or 10.03(b));
provided, however, for purposes of this Section 11.01(e), the Marathon
Parties shall be deemed not to have breached or failed to perform their
covenant to cause the HoldCo Borrowing to be advanced to HoldCo in
accordance with Section 1.03(a) for up to three months following the day on
which the Closing Date would otherwise


<PAGE>


                                                                            86


occur but for the failure of the Marathon Parties to cause the HoldCo
Borrowing to be advanced to HoldCo if (A) such failure results from a
Market MAC Event and (B) the Marathon Parties use their reasonable best
efforts to cause the HoldCo Borrowing to be advanced to HoldCo as soon as
practicable thereafter, including, to the extent necessary, by providing
guarantees or other credit support from the Marathon Parties (to the extent
they have not otherwise agreed to do so), agreeing to modifications in the
pricing, terms or structure of the HoldCo Borrowing (reasonably acceptable
to Ashland) or arranging alternative Third Party Lenders; or

          (f) by Ashland in accordance with Section 11.05(b); provided,
however, that Ashland shall have complied with all provisions thereof,
including the notice provisions therein.

          SECTION 11.02. EFFECT OF TERMINATION. In the event of termination
of this Agreement by either Ashland or Marathon as provided in Section
11.01, this Agreement shall forthwith become void and have no effect,
without any liability or obligation on the part of any party hereto, other
than Section 6.09 (Brokers), Section 7.09 (Brokers), the last sentence of
Section 9.02 (Access to Information; Confidentiality), Section 9.04 (Fees
and Expenses), this Section 11.02 and Article XIV (General Provisions),
which provisions shall survive such termination, and except to the extent
that such termination results from the material breach by a party of its
representations, warranties or covenants set forth in the Transaction
Agreements. Without limiting the generality of the foregoing, in the event
of termination of this Agreement by either Ashland or Marathon as provided
in Section 11.01, none of the MAP Governing Documents shall be terminated,
amended or modified as specified in the Transaction Agreements.

          SECTION 11.03. AMENDMENT. This Agreement may be amended by the
parties at any time before or after receipt of the Ashland Shareholder
Approval; provided, however, that after receipt of the Ashland Shareholder
Approval, there shall be made no amendment that by Law requires further
approval by the shareholders of Ashland without the further approval of
such shareholders. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.


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          SECTION 11.04. EXTENSION; WAIVER. At any time prior to the
Closing, Ashland or Marathon may, to the extent permitted by Law, (a)
extend the time for the performance of any of the obligations or other acts
of the Marathon Parties (in the case of an extension granted by Ashland) or
the Ashland Parties (in the case of an extension granted by Marathon), (b)
waive any inaccuracies in the representations and warranties contained in
the Transaction Agreements or in any document delivered pursuant to the
Transaction Agreements, (c) waive compliance with any of the agreements of
the Marathon Parties (in the case of a waiver granted by Ashland) or the
Ashland Parties (in the case of a waiver granted by Marathon) or (d) waive
any condition to the obligations of the Ashland Parties (in the case of a
waiver granted by Ashland) or the Marathon Parties (in the case of a waiver
granted by Marathon); provided, however, that after receipt of the Ashland
Shareholder Approval, there shall be made no extension or waiver that by
Law requires further approval by the shareholders of Ashland without the
further approval of such shareholders. Any agreement on the part of a party
to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.

          SECTION 11.05. PROCEDURE FOR TERMINATION, AMENDMENT, EXTENSION OR
WAIVER. (a) A termination of this Agreement pursuant to Section 11.01, an
amendment pursuant to Section 11.03 or an extension or waiver pursuant to
Section 11.04 shall, in order to be effective, require action by the
Ashland Board or the Marathon Board, as applicable, or the duly authorized
designee of the Ashland Board or the Marathon Board, as applicable.

          (b) Ashland may terminate this Agreement pursuant to Section
11.01(f) only if, prior to the Cutoff Date, (i) the Ashland Board (or, if
applicable, a majority of the disinterested members thereof) has received a
Superior Proposal, (ii) in light of such Superior Proposal the Ashland
Board shall have determined in good faith, after consultation with inside
and outside counsel, that the failure to take such action would be
reasonably likely to result in a breach of its fiduciary obligations under
applicable Law, (iii) Ashland has notified Marathon in writing of the
determination described in clause (ii) above, (iv) at least five business
days have elapsed


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                                                                            88


following receipt by Marathon of the notice referred to in clause (iii)
above, (v) Ashland is in compliance in all material respects with Section
8.02 (No Solicitation) and (vi) Marathon is not at such time entitled to
terminate this Agreement pursuant to Section 11.01(c). Written confirmation
by an executive officer of Marathon that expressly states that Marathon
accepts the fees due and paid by Ashland under Section 9.04 shall
constitute acceptance by Marathon of the validity of any termination of
this Agreement under Section 11.01(f) and this Section 11.05(b); provided
that, if such written confirmation is not provided within five business
days after Marathon's receipt of payment of such fees, Marathon shall
promptly refund such payment to Ashland without setoff. It is understood
and agreed that a valid termination of this Agreement in compliance with
the provisions of this Section 11.05(b) shall not constitute a breach of
any provision of this Agreement.


                                ARTICLE XII

                    AMENDMENT OF EXISTING MAP AGREEMENTS

          SECTION 12.01. ASSET TRANSFER AND CONTRIBUTION AGREEMENT. (a)
ENVIRONMENTAL INDEMNITY. After the Closing, subject to and in accordance
with all terms, conditions, restrictions and limitations contained in
Section 9.8 of the Asset Transfer and Contribution Agreement among Marathon
Company, Ashland and MAP dated as of December 12, 1997, as amended (the
"ATCA"), MAP shall direct and control all Remediation Activities (as
defined in the ATCA) undertaken in connection with any Ashland
Environmental Loss associated with the Ashland Transferred Assets (as such
terms are defined in the ATCA). The Ashland Parties and the Marathon
Parties shall cooperate in transferring the direction and control of such
Remediation Activities to MAP. In addition, notwithstanding anything to the
contrary contained in the ATCA, if the Closing occurs, New Ashland Inc.
shall not have any liabilities or obligations:

               (i) in excess of $50,000,000 in the aggregate for Ashland
          Environmental Losses under Section 9.2(c) of the ATCA incurred on
          or after January 1, 2004, except as otherwise provided in


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                                                                            89


          the last sentence of this Section 12.01(a);

               (ii) arising out of the St. Paul Park QQQ Project to the
          extent incurred on or after January 1, 2003 other than the
          amounts to be paid pursuant to Section 9.09(b);

               (iii) arising out of the Plains Settlement (as defined in
          Section 14.02) regardless of when incurred; or

               (iv) under Section 9.8(f) of the ATCA.

From and after the Closing, MAP shall continue to treat and process any and
all impacted groundwater associated with Remediation Activities undertaken
in connection with any Ashland Environmental Loss (as defined in the ATCA)
relating to the Catlettsburg, Canton and St. Paul Park refineries.
Notwithstanding anything to the contrary contained in this Section
12.01(a), such treatment and processing shall be at MAP's sole cost and
expense. MAP shall have title to any and all hydrocarbons recovered during
the treatment and processing of such impacted groundwater. Ashland shall
retain all Ashland Excluded Liabilities (as defined in the ATCA) as well as
all liabilities and obligations associated with the Scharbauer and Holt
Ranch S-P project and the S-P projects described on Schedule 9.2(c) to the
Ashland Asset Transfer and Contribution Agreement Disclosure Letter (as
defined in the ATCA).

          (b) OTHER INDEMNIFICATION. After the Closing, the Ashland Parties
shall not have any liabilities or obligations for breaches of
representations or warranties under Section 9.2(a) of the ATCA, including
the Claims (as defined in the ATCA) identified in Section 12.01(b) of the
Ashland Disclosure Letter, regardless of whether any Claim thereunder has
been asserted on or prior to the Closing Date.

          (c) DEPARTMENT OF DEFENSE CLAIM. Notwithstanding anything to the
contrary contained in the ATCA or the other MAP Governing Documents, (i)
MAP shall pursue the claims that MAP has asserted against the U.S.
Department of Defense (the "DOD") relating to alleged illegal price
adjustments for jet fuel and other aviation fuel sold to the DOD by Ashland
Petroleum Company from 1980


<PAGE>


                                                                            90


through 1990 (the "DOD Claims") and (ii) New Ashland Inc. shall have the
right to participate in the pursuit of the DOD Claims and to employ
counsel, at its own expense, separate from the counsel employed by MAP, it
being understood that MAP shall control, in consultation with New Ashland
Inc., the pursuit of the DOD Claims. MAP shall use its reasonable best
efforts to prosecute the DOD Claims in accordance with this Section
12.01(c) until the DOD Claims are finally determined pursuant to one or
more final and nonappealable orders, decrees or judgments by a court of
competent jurisdiction or by one or more settlement agreements approved by
New Ashland Inc. (such approval not to be unreasonably withheld or
delayed). If MAP shall receive any recovery under the DOD Claims, whether
by judgment, settlement or otherwise, Marathon or Merger Sub shall promptly
pay to New Ashland Inc. an amount equal to (A) 38% of such recovery minus
(B) 38% of MAP's reasonable out-of-pocket costs and expenses in pursuing
the DOD Claims. If and to the extent MAP's reasonable out-of-pocket costs
and expenses incurred in the pursuit of the DOD Claims exceeds the ultimate
recovery under the DOD Claims, New Ashland Inc. shall pay to Marathon an
amount equal to 38% of such excess.

          (d) EMPLOYEE BENEFIT MATTERS. (i) As of the Closing, except as
expressly modified herein, the terms and conditions of Article X of the
ATCA shall continue to apply with respect to all employees and former
employees of MAP and its subsidiaries who were Ashland Transferred
Employees (as defined in the ATCA) (the "Transferred MAP Employees").

               (ii) Without limiting the generality of Section 12.01(d)(i),
          from and after the Closing, MAP and its successors shall be
          solely responsible for all liabilities, obligations and
          commitments (including any costs and expenses) in connection with
          the provision of retiree medical and retiree life insurance
          benefits to the Transferred MAP Employees. Such benefits shall be
          determined taking into account the combined service of each
          Transferred MAP Employee with Ashland and its subsidiaries and
          MAP and its subsidiaries. For the avoidance of doubt, Ashland
          shall not have any liability, obligation or commitment in respect
          of retiree medical or retiree life insurance benefits for MAP


<PAGE>


                                                                            91


          employees, including Transferred MAP Employees, from and after the
          Closing.

               (iii) Ashland shall remain solely responsible for any
          benefits under the Ashland & Affiliates Pension Plan (the
          "Ashland Pension Plan") and for any benefits under the Ashland
          Leveraged Employee Stock Ownership Plan (the "Ashland LESOP")
          accrued by each Transferred MAP Employee as of immediately prior
          to such employee's Employment Transfer Date (as defined in the
          ATCA). Solely for purposes of qualifying for distributions and
          early retirement benefits pursuant to the Ashland Pension Plan
          and the Ashland LESOP, Ashland will continue to treat the
          Transferred MAP Employees as employed by an affiliated employer
          for so long as they remain actively employed by MAP or its
          successors or their affiliates.

               (iv) In accordance with the terms of the Ashland Employee
          Savings Plan, as of the Closing, Ashland agrees to facilitate the
          ability of each Transferred MAP Employee who is currently
          employed by MAP and its subsidiaries immediately prior to the
          Closing to effect a "direct rollover" (within the meaning of
          Section 401(a)(31) of the Code) of his or her account balances
          under the Ashland Employee Savings Plan if such rollover is
          elected in accordance with applicable Law by such Transferred MAP
          Employee. Marathon agrees to cause the Marathon Thrift Plan to
          accept a "direct rollover" to the Marathon Thrift Plan of such
          Transferred MAP Employees' account balances (including promissory
          notes evidencing all outstanding loans) under the Ashland
          Employee Savings Plan.

               (v) Except as provided in this Section 12.01(d), Ashland
          shall remain solely responsible for any individual contractual
          obligations with any Transferred MAP Employees (including any
          obligations to such employees pursuant to the Ashland Stock
          Plans, the Ashland Salary Continuation Plan and any other
          severance, change in control or incentive compensation plan or
          arrangement) to the extent that Ashland was


<PAGE>


                                                                            92


          liable for such obligations immediately prior to the Closing.

               (vi) Subject to applicable Law, Ashland shall reasonably
          cooperate in providing MAP with complete data for any Transferred
          MAP Employees.

               (vii) The parties agree that, in the event that MAP and its
          subsidiaries make any contributions to, or payments in respect
          of, any pension plans, post-retirement health and life insurance
          plans or any other post-employment benefit arrangements, other
          than the Permitted Payments (as defined below), then MAP shall
          make a special non-pro rata distribution to Ashland in an amount
          equal to 38% of the amount by which any such contributions or
          payments exceed the Permitted Payments. Any such distribution to
          Ashland pursuant to this Section 12.01(d)(vii) shall be effected
          through an increase in the MAP Partial Redemption Amount or
          through such other means as Ashland and MAP may mutually agree.
          For purposes of this Section 12.01(d)(vii), "Permitted Payments"
          means:

                    (A) any benefit payments made in the ordinary course of
               business consistent with past practice to beneficiaries of
               such pension plans, post-retirement health and life
               insurance plans or post-employment benefit arrangements;

                    (B) contributions to the MAP Retirement Plan (the "MAP
               Qualified Pension Plan") in an amount not in excess of the
               minimum amount necessary to avoid the required filing of
               information with the Pension Benefit Guaranty Corporation
               ("PBGC") pursuant to Section 4010 of ERISA with respect to
               the 2003 information year, which filing would otherwise be
               due on April 15, 2004 (which amounts shall be contributed at
               the latest possible time to avoid such required filing);

                    (C) in the case of the MAP Qualified Pension Plan (1)
               if the pension funding


<PAGE>


                                                                            93


               relief (including relief related to the determination of the
               PBGC variable-rate premium (within the meaning of 29 C.F.R.
               4006.3)) contemplated by H.R. 3108 (or any substantially
               similar legislation) (the "Pension Funding Relief") is
               enacted into law on or prior to September 15, 2004,
               contributions in calendar year 2004 in an amount not in
               excess of the minimum amount necessary to avoid payment of
               the variable-rate premium for such plan for the 2004 plan
               year (taking into account any amounts previously contributed
               to the MAP Qualified Pension Plan, including pursuant to the
               immediately preceding clause (B) and clause (C)(3) below),
               provided that such contributions shall not be made before
               the latest possible time that such contributions may be made
               and still be taken into account in determining whether any
               variable-rate premium is due for the 2004 plan year, using
               the method that produces the lowest variable-rate premium
               and reflects any exemptions and special rules under 29
               C.F.R. 4006.5 and the highest discount rate permitted for
               the calculation of such variable-rate premium and such other
               actuarial assumptions as set forth in 29 C.F.R. 4006 or
               otherwise required under PBGC regulations and (2) if the
               Pension Funding Relief is enacted into law on or prior to
               September 15, 2005, contributions in calendar year 2005 in
               an amount not in excess of the minimum amount necessary to
               avoid payment of the variable-rate premium for such plan for
               the 2005 plan year (taking into account any amounts
               previously contributed to the MAP Qualified Pension Plan,
               including pursuant to the immediately preceding clauses (B)
               and (C)(1) and clause (C)(3) below), provided that such
               contributions shall not be made before the latest possible
               time that such contributions may be made and still be taken
               into account in determining whether any variable-rate
               premium is due for the 2005 plan year, using


<PAGE>


                                                                            94


               the method that produces the lowest variable-rate premium
               and reflects any exemptions and special rules under 29
               C.F.R. 4006.5 and the highest discount rate permitted for
               the calculation of such variable-rate premium and such other
               actuarial assumptions as set forth in 29 C.F.R. 4006 or
               otherwise required under PBGC regulations and (3) until the
               Pension Funding Relief is enacted into law, contributions
               (made in amounts and at such times consistent with past
               practice) not in excess of $120,000,000 in each of calendar
               year 2004 and 2005; and

                    (D) in the case of the MAP Qualified Pension Plan,
               contributions not in excess of the minimum additional
               amounts required (which amounts shall be contributed at the
               latest possible time) for such plan to satisfy the minimum
               funding requirements of Section 412 of the Code;

          it being understood that any amounts previously contributed to
          the MAP Qualified Pension Plan (including under the immediately
          preceding clause (B), (C) (1)-(3) or (D)) shall be taken into
          account in determining any subsequent amounts permitted to be
          contributed under the immediately preceding clause (B),
          (C)(1)-(3) or (D) so as to avoid duplication of contributions.
          Notwithstanding the foregoing, in no event may Permitted Payments
          under the immediately preceding clauses (B), (C)(1)-(3) and (D)
          in the aggregate exceed, for each of calendar years 2004 and
          2005, an amount (the "Maximum Annual Permitted Payment") equal to
          the greater of (x) the minimum contributions required to be paid
          in such year to satisfy the minimum funding requirements of
          Section 412 of the Code (based on the required due dates for such
          contributions) and (y) $120,000,000. With respect to the 2005
          calendar year, the Maximum Annual Permitted Payment shall be
          pro-rated by multiplying the Maximum Annual Permitted Payment by
          a fraction, the numerator of which is the number of months


<PAGE>


                                                                            95


          elapsed in such year through and including the Closing Date, and
          the denominator of which is 12. At least 30 days in advance of
          any Permitted Payment described under clauses (B), (C)(1)-(3) or
          (D) of the definition thereof to be contributed by MAP or its
          subsidiaries to the MAP Qualified Pension Plan, MAP and/or its
          actuary shall provide Ashland with a good-faith estimate of such
          Permitted Payment, and with all information reasonably requested
          by Ashland (and any actuary designated by Ashland) to review and
          independently verify such Permitted Payment.

          (e) OTHER PROVISIONS. After the Closing, the Ashland Parties and
their affiliates shall not have any liabilities or obligations under
Section 7.2(h) (Guarantees) or 7.2(l) (Marine Preservation Association) of
the ATCA. For the avoidance of doubt, the other liabilities and obligations
of the Ashland Parties and their affiliates, and the liabilities and
obligations of Marathon Company, MAP and MAP's subsidiaries, under the
ATCA, including those under Article IX thereof, shall continue in full
force and effect after the Closing, except as provided in the Transaction
Agreements. After the Closing, Ashland shall not have any liabilities or
obligations under the Parent Company Guarantee dated May 28, 2003 relating
to a Crude Oil Sales Agreement with Saudi Arabian Oil Company effective
June 1, 2003, as amended; provided, however, that nothing in the
Transaction Agreements or the Ancillary Agreements shall prohibit Marathon
from continuing to be a guarantor thereunder.

          SECTION 12.02. DESIGNATED SUBLEASES. (a) With respect to the
Goldman Sachs Master Sublease Agreement dated as of January 1, 1998,
between Ashland Oil, Inc. and Speedway SuperAmerica LLC and the Pitney
Bowes Credit Corporation Master Subcharter Agreement, dated as of January
1, 1998, between Ashland and MAP (each, a "Designated Sublease"), Ashland
shall use its reasonable best efforts to (i) purchase or otherwise acquire
the property then leased under the Original Lease (as defined in the MAP
LLC Agreement) and subleased to MAP pursuant to each Designated Sublease
(the "Leased Property") on or prior to the Closing and (ii) upon such
purchase or other acquisition, contribute its interest in such Leased
Property to MAP or one of its subsidiaries at no cost to


<PAGE>


                                                                            96


MAP or such subsidiary on or prior to the Closing; provided, however, that
(A) with respect to any such Original Lease, Ashland shall not be obligated
to pay more than a reasonable amount as consideration to, or make more than
a reasonable financial accommodation in favor of, or commence litigation
against, any person (including in order to obtain any agreement, consent or
cooperation of or from such person) in order to purchase or otherwise
acquire the related Leased Property as contemplated by, and in accordance
with, this Section 12.02(a) and (B) any additional cost associated with
exercising an option under any such Original Lease to purchase the related
Leased Property as described above shall be deemed not to constitute an
obligation to pay more than a reasonable amount.

          (b) In the event that Ashland is unable to purchase or otherwise
acquire the Leased Property related to a Designated Sublease in accordance
with Section 12.02(a), then the Ashland Parties and the Marathon Parties
shall use their reasonable best efforts (including entering into customary
documentation reasonably acceptable in form and substance to the Ashland
Parties and the Marathon Parties) to cause (i) all Ashland's existing
rights under such Original Lease and, as applicable, either the
SuperAmerica Transaction Documents (as defined below) or Pitney Bowes
Transaction Documents (as defined below), to be assigned to MAP, effective
as of the Closing Date, (ii) MAP to assume, effective as of the Closing
Date, all liabilities and obligations required to be performed or
discharged after the Closing under such Original Lease (including the
obligation to pay rent and any additional cost associated with exercising
an option under such Original Lease to purchase the related Leased
Property) and, as applicable, either the SuperAmerica Transaction Documents
or Pitney Bowes Transaction Documents and (iii) the Ashland Parties and
their affiliates to be released, effective as of the Closing Date, from all
liabilities and obligations required to be performed or discharged after
the Closing under such Original Lease and, as applicable, either the
SuperAmerica Transaction Documents or Pitney Bowes Transaction Documents.
If the Ashland Parties and the Marathon Parties are able to effect the
assignment, assumption and release in accordance with this Section 12.02(b)
in connection with an Original Lease related to a Designated Sublease, on
the Closing Date, New


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                                                                            97


Ashland Inc. shall pay to MAP cash, by wire transfer of immediately
available funds to a MAP bank account designated in writing by MAP at least
two business days prior to the Closing Date, in an amount equal to the
present value, discounted at a rate equal to the yield to average life of
Marathon public debt having an average life similar to the remaining
average life of such Original Lease, and based on such other assumptions as
the parties shall reasonably agree upon, of the lowest cost alternative of
(x) the payment of all rent required to be paid thereafter under such
Original Lease (including for all renewal periods available under the terms
of such Original Lease) or (y) the payment of all rent required to be paid
thereafter under such Original Lease until the date of any available option
under such Original Lease to purchase the related Leased Property and the
cost associated with exercising any such option. Ashland shall reimburse
Marathon for any reasonable out-of-pocket expenses incurred by Marathon
relating to such assignment, assumption and release; provided, however,
that, with respect to any Original Lease, Ashland shall not be obligated to
pay more than a reasonable amount as consideration to, or make more than a
reasonable financial accommodation in favor of, or commence litigation
against, any person (including in order to obtain any agreement, consent or
cooperation of or from such person) in order to effect the assignment,
assumption, and release contemplated by, and in accordance with, this
Section 12.02(b) with respect to such Original Lease and, as applicable,
either the SuperAmerica Transaction Documents or Pitney Bowes Transaction
Documents. If the Ashland Parties and the Marathon Parties are able to
effect the assignment, assumption and release in accordance with this
Section 12.02(b) with respect to any Original Lease related to a Designated
Sublease, such Designated Sublease shall thereupon terminate and none of
the Ashland Parties or the Marathon Parties shall have any liabilities or
obligations thereunder other than liabilities and obligations required to
be performed or discharged before the Closing.

          (c) In the event that, on or prior to the Closing, (x) Ashland is
unable to purchase and contribute the Leased Property related to a
Designated Sublease as contemplated by, and in accordance with, Section
12.02(a), and (y) the Ashland Parties and the Marathon Parties are unable
to effect the assignment, assumption and release as


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                                                                            98


contemplated by, and in accordance with, Section 12.02(b) with respect to
such Original Lease and, as applicable, either the SuperAmerica Transaction
Documents or Pitney Bowes Transaction Documents, then (i) MAP shall be
entitled to continue to sublease the Leased Property pursuant to such
Designated Sublease until the term of such Original Lease expires, (ii)
Ashland shall use its reasonable best efforts to purchase or otherwise
acquire the related Leased Property under such Original Lease and convey
title to such Leased Property to MAP or one of its subsidiaries; provided,
however, that (A) with respect to any such Original Lease, Ashland shall
not be obligated to pay more than a reasonable amount as consideration
therefor to, or make more than a reasonable financial accommodation in
favor of, or commence litigation against, any person (including in order to
obtain any agreement, consent or cooperation of or from such person) in
order to purchase or otherwise acquire the related Leased Property and (B)
any additional cost associated with exercising an option under any Original
Lease to purchase related Leased Property shall be deemed not to constitute
an obligation to pay more than a reasonable amount and (iii) if Ashland
subsequently acquires such Leased Property, Ashland shall convey title to
such Leased Property to MAP or one of its subsidiaries at no cost
(including transfer Tax expense) to MAP or such subsidiary at such time.

          (d) For purposes of this Agreement:

          "SUPERAMERICA TRANSACTION DOCUMENTS" means the following
documents: (i) Participation Agreement, dated as of December 31, 1990,
among Ford Motor Credit Company, as owner participant; State Street Bank
and Trust Company of Connecticut, National Association, as trust company
and as owner trustee; Ashland Oil, Inc. (now known as "Ashland Inc."), as
lessee; SuperAmerica Group, Inc., as seller; First Colony Life Insurance
Company, as initial lender; and SuperAsh Remainderman Limited Partnership,
as remainderman; (ii) Three Party Agreement, dated as of December 31, 1990,
among SuperAsh Remainderman Limited Partnership, as remainderman; Ashland
Oil, Inc., as lessee; and State Street Bank and Trust Company of
Connecticut, National Association, as lessor; (iii) Tax Indemnification
Agreement, dated December 31, 1990, among Ford Motor Credit Company, State
Street Bank and Trust Company of Connecticut, National Association and
Ashland Oil, Inc.;


<PAGE>


                                                                            99


(iv) Guarantee, dated as of December 31, 1990, by State Street Bank and
Trust Company to Ford Motor Credit Company, Ashland Oil, Inc., SuperAmerica
Group, Inc., First Colony Life Insurance Company and SuperAsh Remainderman
Limited Partnership; (v) Guaranty of Ford Motor Credit Company, dated as of
September 21, 1996, given by Ford Motor Credit Company to State Street Bank
and Trust Company of Connecticut, National Association, Ashland Oil, Inc.,
SuperAmerica Group, Inc., First Colony Life Insurance Company, and SuperAsh
Remainderman Limited Partnership; and (vi) Consent to the First Amendment
of SuperAsh Remainderman Limited Partnership Agreement of Limited
Partnership.

          "PITNEY BOWES TRANSACTION DOCUMENTS" means the following
documents: (i) Financing Agreement, among Pitney Bowes Credit Corporation,
PNC Leasing Corp., Ashland, and PNC Bank, Kentucky, Inc., dated as of
January 19, 1996; (ii) Assignment of Builder Contracts between Ashland,
Pitney Bowes Credit Corporation and PNC Leasing Corp., Kentucky, dated
January 19, 1996; (iii) Letter Agreement, dated December 31, 1996, among
Pitney Bowes Credit Corporation, Ashland, First Security Bank, National
Association, and Prudential Securities Incorporated acknowledging the
Assignment of Builder Contracts; (iv) Letter Agreement, dated January 16,
1997, between Pitney Bowes Credit Corporation and Ashland acknowledging the
understanding of certain definitions in connection with Schedule A attached
thereto; (v) Letter Agreement, dated January 21, 1997, among Pitney Bowes
Credit Corporation, Ashland, First Security Bank, National Association, and
Prudential Securities Incorporated acknowledging the Charter Assignment;
(vi) Letter Agreement, dated June 19, 1997, among Pitney Bowes Credit
Corporation, Ashland, First Security Bank, National Association, and
Prudential Securities Incorporated acknowledging the Assignment of Builder
Contracts; (vii) Letter Agreement, dated June 19, 1997, between Pitney
Bowes Credit Corporation and Ashland acknowledging the understanding of
certain definitions in connection with Schedule A attached thereto; (viii)
Letter Agreement, dated June 19, 1997, among Pitney Bowes Credit
Corporation, Ashland, First Security Bank, National Association, and
Prudential Securities Incorporated acknowledging the Charter Assignment;
(ix) Amendment to Charter Supplement, dated as of June 19, 1997, between
Pitney Bowes Credit Corporation and Ashland; (x) First


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                                                                            100


Amendment to Charter Agreement dated as of October 28, 1997, between Pitney
Bowes Credit Corporation and Ashland; (xi) First Amendment to Charter
Supplements Nos. 1-16, dated as of October 28, 1997, between Pitney Bowes
Credit Corporation and Ashland; (xii) Letter Agreement, dated November 24,
1997, between Pitney Bowes Credit Corporation and Ashland, regarding
ownership of specified barges; (xiii) Termination of Charter Supplements
Nos. 16-21, dated as of December 2, 1997, between Pitney Bowes Credit
Corporation and Ashland; (xiv) Letter, dated December 2, 1997, from Ashland
to Pitney Bowes Credit Corporation acknowledging the sale of specified
vessels from Pitney Bowes Credit Corporation to Ashland; (xv) Letter, dated
December 9, 1997, from Ashland to Pitney Bowes Credit Corporation notifying
Pitney Bowes of the intention to form a joint venture and subcharter barges
and requesting Pitney Bowes's consent to the subcharter; (xvi) Consent
Letter, dated December 31, 1997, among Pitney Bowes Credit Corporation,
Ashland, and MAP, regarding Pitney Bowes Credit Corporation's consent to
the Master Subcharter Agreement.

          SECTION 12.03. THE MAP LLC AGREEMENT. After the Closing, (i)
except as contemplated by the Tax Matters Agreement, New Ashland Inc. shall
not have any liabilities or obligations to any of the Marathon Parties or
any of their affiliates under the MAP LLC Agreement other than with respect
to any breach or default under the MAP LLC Agreement by Ashland that
occurred prior to the Closing and (ii) except as contemplated by Section
12.06(b) or the Tax Matters Agreement, neither Marathon Company nor MAP
shall have any liabilities or obligations to any of the Ashland Parties or
any of their affiliates under the MAP LLC Agreement other than with respect
to any breach or default thereunder by Marathon Company or any of its
affiliates that occurred prior to the Closing.

          SECTION 12.04. THE PUT/CALL AGREEMENT. Unless and until this
Agreement is terminated in accordance with the provisions of Article XI,
notwithstanding anything to the contrary contained in the Put/Call,
Registration Rights and Standstill Agreement dated as of January 1, 1998
among Marathon Company, Marathon (as successor and assign of USX
Corporation), Ashland and MAP, as amended (the "Put/Call Agreement"),
Ashland shall not have


<PAGE>


                                                                            101


the right to exercise the Ashland Put Right and Marathon Company shall not
have the right to exercise the Marathon Call Right (as such terms are
defined in the Put/Call Agreement). After the Closing, except as expressly
contemplated by this Agreement or any of the other Transaction Agreements,
(i) New Ashland Inc. shall not have any liabilities or obligations under
the Put/Call Agreement other than (A) with respect to any breach or default
thereunder by Ashland that occurred prior to the Closing and (B) Ashland's
obligations under Section 12.02 thereof (which shall survive for six months
after the Closing Date); and (ii) none of the Marathon Parties shall have
any liabilities or obligations under the Put/Call Agreement other than (A)
with respect to any breach or default thereunder by Marathon, Marathon
Company or MAP that occurred prior to the Closing, (B) the obligations of
Marathon and Marathon Company under Section 12.01 thereof (which shall
survive for six months after the Closing Date) and (iii) the obligations of
Marathon, Marathon Company and MAP under Section 13.03 thereof (which shall
survive pursuant to the terms of the Put/Call Agreement). For the avoidance
of doubt, the Ashland Parties and the Marathon Parties shall not have any
obligations under Article XIV of the Put/Call Agreement after the Closing
Date. The parties hereto agree that the Price Reduction (as defined in
Amendment No. 1 to the Put/Call Agreement) shall not apply to the
Transactions.

          SECTION 12.05. ANCILLARY AGREEMENTS. After the Closing, the
Insurance Indemnity Agreement among Marathon Company, Ashland, Marathon (as
successor and assign of USX Corporation) and MAP, dated as of January 1,
1998, shall terminate and no party to any such agreement shall have any
rights or obligations thereunder, other than those rights or obligations
arising prior to the Closing.

          SECTION 12.06. OTHER PROVISIONS OF THE MAP GOVERNING DOCUMENTS.
(a) Except as the same may have been amended prior to the date of this
Agreement and except as expressly amended or assigned pursuant to the
Transaction Agreements or the Ancillary Agreements, the MAP Governing
Documents, to the extent the same are in existence as of the date of this
Agreement, shall continue in full force and effect. For the avoidance of
doubt, after the Closing, New Ashland Inc. shall be deemed to be a
successor of Ashland for purposes of the ATCA and the Transaction Documents
(as defined in the ATCA).


<PAGE>


                                                                            102


          (b) The obligations of MAP under Article XI (Liability,
Exculpation and Indemnification) of the MAP LLC Agreement as in effect on
the date of this Agreement shall continue in effect and shall not be
amended, repealed or otherwise modified after the Closing in any manner
that would adversely affect the rights thereunder of any Covered Person (as
defined in the MAP LLC Agreement) in respect of acts or omissions occurring
at or prior to the Closing and, in the case of such obligations to all
Representatives (as defined in the MAP LLC Agreement) who have been
designated from time to time prior to the Closing Date by Ashland to the
Board of Managers (as defined in the MAP LLC Agreement) of MAP, shall be
guaranteed by Marathon. This Section 12.06(b) shall survive the Closing, is
intended to benefit each Covered Person and shall be enforceable by the
Covered Persons and their successors.

          SECTION 12.07. POST-CLOSING ACCESS. After the Closing, upon
reasonable written notice, the Marathon Parties shall furnish or cause to
be furnished to the Ashland Parties and their Representatives, during
normal business hours, reasonable access to the personnel, properties,
books, contracts, commitments, records and other information and assistance
relating to MAP for the purpose of auditing compliance by MAP with Section
12.01(a) and for such other purposes as the Ashland Parties may reasonably
request.


                                ARTICLE XIII

                              INDEMNIFICATION

          SECTION 13.01. INDEMNIFICATION BY NEW ASHLAND INC. (a) Subject to
the limitations set forth in this Article XIII, from and after the Closing,
New Ashland Inc. shall defend and indemnify each of the Marathon Parties
and their respective affiliates and each of their respective
Representatives against, and hold them harmless from, any and all claims,
demands, suits, actions, causes of action, investigations, losses, damages,
liabilities, obligations, penalties, fines, costs and expenses (including
costs of litigation and reasonable attorneys' and experts' fees and
expenses, but excluding a party's indirect corporate and administrative
overhead costs) ("Losses") to the extent


<PAGE>


                                                                            103


resulting from, arising out of or relating to, directly or indirectly:

               (i) any breach of any representation or warranty of any of
          the Ashland Parties contained in this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement (other
          than the representations and warranties contained in: the first
          sentence of Section 6.01 of this Agreement; Sections 6.03, 6.04,
          6.05, 6.08 and 6.11 of this Agreement; Sections 3.03(b), 3.09,
          3.11(b) and 3.12 of the Maleic Agreement; and Sections 3.03(b),
          3.09, 3.11(b) and 3.12 of the VIOC Agreement);

               (ii) any breach or nonfulfillment of any covenant of any of
          the Ashland Parties contained in this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement, in each
          case to the extent it relates to performance prior to the
          Closing;

               (iii) any breach of any representation or warranty of any of
          the Ashland Parties contained in (A) Section 6.08 of this
          Agreement or (B) Section 3.11(b) of the Maleic Agreement or
          Section 3.11(b) of the VIOC Agreement;

               (iv) any breach of any representation or warranty of any of
          the Ashland Parties contained in (A) Section 6.03 (except the
          last sentence of 6.03(e)) of this Agreement, (B) Section 3.09 or
          3.12 of the Maleic Agreement or Section 3.09 or 3.12 of the VIOC
          Agreement or (C) Section 6.05 of this Agreement;

               (v) any breach of any representation or warranty of any of
          the Ashland Parties contained in (A) the first sentence of
          Section 6.01 of this Agreement, Section 3.03(b) of the Maleic
          Agreement or Section 3.03(b) of the VIOC Agreement or (B) Section
          6.04 or 6.11 of this Agreement;

               (vi) (A) any breach of any representation or warranty of any
          of the Ashland Parties contained in the last sentence of Section
          6.03(e) of this


<PAGE>


                                                                            104


          Agreement, (B) any breach or nonfulfillment of any covenant of
          any of the Ashland Parties (other than HoldCo) contained in this
          Agreement (other than Section 8.03 of this Agreement), the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement, in each
          case to the extent it relates to performance after the Closing
          (including New Ashland's obligations to pay Reorganization Merger
          Consideration or amounts in respect of Dissenters' Shares) or (C)
          any breach or nonfulfillment of any covenant of any of the
          Ashland Parties contained in Section 8.03 of this Agreement;

               (vii) any liabilities or obligations (contingent or
          otherwise) of any of the Ashland Parties (or any of their
          respective subsidiaries) that are not expressly assumed by one or
          more of the Marathon Parties pursuant to this Agreement, the
          Maleic Agreement, the VIOC Agreement or any Ancillary Agreement
          (including any asbestos-related liabilities or obligations of the
          Ashland Parties, or any of their respective subsidiaries,
          associated with the operations of Riley Stoker Corporation);

               (viii) any liabilities or obligations of any of the Ashland
          Parties to Transferred MAP Employees, Transferred Maleic Business
          Employees (as defined in the Maleic Agreement) or Transferred
          VIOC Centers Employees (as defined in the VIOC Agreement) under
          any pension, retirement or other employee benefit plan or
          arrangement established or participated in by any Ashland Party
          or any of its subsidiaries that is not expressly assumed by one
          or more Marathon Parties pursuant to this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement;

               (ix) any failure by any of the Ashland Parties to comply
          with the St. Paul Park Judgment and Plea Agreement, other than
          the obligations expressly assumed by the Marathon Parties in
          Section 9.09 of this Agreement; or

               (x) any liabilities and obligations (contingent or
          otherwise) of any of the Marathon


<PAGE>


                                                                            105


          Parties (or any of their respective subsidiaries) that are
          expressly assumed by one or more Ashland Parties pursuant to this
          Agreement, the Maleic Agreement, the VIOC Agreement or any
          Ancillary Agreement.

          (b) New Ashland Inc. shall not be required to indemnify any
person, and shall not have any liability:

               (i) under clauses (i) and (ii) of Section 13.01(a), unless a
          claim therefor is asserted in writing within three years after
          the Closing Date, failing which such claim shall be waived and
          extinguished;

               (ii) under clause (iii) of Section 13.01(a), unless a claim
          therefor is asserted in writing within five years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;

               (iii) under clause (iv) of Section 13.01(a), unless a claim
          therefor is asserted in writing within six years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;

               (iv) under clause (v) of Section 13.01(a), unless a claim
          therefor is asserted in writing within ten years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;

               (v) under clause (i), (ii), (iii), (iv), (v) or (vi) of
          Section 13.01(a) for any punitive or exemplary damages (other
          than punitive or exemplary damages asserted by any person who is
          not a Marathon Party, or an affiliate or a Representative of a
          Marathon Party, in a Third Party Claim (as defined in Section
          13.04));

               (vi) under clause (i), (ii), (iii), (iv), (v)(A) or (vi)(B)
          of Section 13.01(a) for any indirect consequential or special
          damages (other than indirect consequential or special damages
          asserted by any person who is not a Marathon


<PAGE>


                                                                            106


          Party, or an affiliate or a Representative of a Marathon Party, in a
          Third Party Claim);

               (vii) under clauses (i), (ii), (iii), (iv) and (v) of
          Section 13.01(a) unless the aggregate of all Losses for which the
          Ashland Parties would, but for this clause (vii), be liable
          exceeds on a cumulative basis an amount equal to $2,000,000, and
          then only to the extent of any such excess;

               (viii) under clauses (i), (ii), (iii), (iv), (v) and (vi)(A)
          of Section 13.01(a) for any individual items where the Loss or
          alleged Loss relating thereto is less than $100,000 and such
          items shall not be aggregated for purposes of clause (vii) of
          this Section 13.01(b);

               (ix) under clauses (i), (ii), (iii), (iv) and (v) of Section
          13.01(a) with respect to breaches of representations, warranties
          or covenants referred to therein that are contained in (A) the
          Maleic Agreement to the extent they result in indemnification
          payments hereunder in excess of $59,785,000 in the aggregate or
          (B) the VIOC Agreement to the extent they result in
          indemnification payments hereunder in excess of $39,385,000 in
          the aggregate;

               (x) under clauses (i), (ii), (iii), (iv), (v) and (vi)(A) of
          Section 13.01(a) in the aggregate in excess of the amount equal
          to the sum of (A) the MAP Partial Redemption Amount, (B) the
          Capital Contribution, (C) $315,000,000 and (D) all post- Closing
          recoveries by Ashland of distributions or profits from MAP with
          respect to any period after the Closing Date; and

               (xi) under clauses (i), (ii), (iii) and (iv)(A) of Section
          13.01(a) for breaches of representations, warranties or covenants
          referred to therein that are contained in this Agreement to the
          extent they result in indemnification payments hereunder in
          excess of $400,000,000 in the aggregate;


<PAGE>


                                                                            107


provided, however, that in determining the scope of New Ashland Inc.'s
indemnification obligations under this Section 13.01(a), any qualification
as to materiality or references to Ashland Material Adverse Effect, Maleic
Business Material Adverse Effect (as defined in the Maleic Agreement) or
VIOC Centers Material Adverse Effect (as defined in the VIOC Agreement) in
any of the representations or warranties referred to in Section 13.01(a)
shall be disregarded (it being understood that such qualifications as to
materiality or Ashland Material Adverse Effect, Maleic Business Material
Adverse Effect or VIOC Centers Material Adverse Effect shall apply for
purposes of determining whether there has been a breach in the first
place). Solely for purposes of this Article XIII, any Loss to the extent
arising out of any event or occurrence on or prior to, or circumstance
existing on or prior to, the Closing Date (and not to the extent arising
out of any event, occurrence or circumstance existing after the Closing
Date, other than the discovery of a pre-closing condition or the making or
commencement of any claim, demand, suit, action, proceeding or
investigation after the Closing Date to the extent relating to any event,
occurrence or circumstance existing on or prior to the Closing Date) shall
be considered in determining whether there shall have occurred (or there
was reasonably expected to occur) an Ashland Material Adverse Effect, a
Maleic Business Material Adverse Effect or a VIOC Centers Material Adverse
Effect, as applicable, as of the Closing Date. The parties acknowledge that
(x) the indemnification obligations referred to in clauses (vi) through (x)
of Section 13.01(a) shall not be subject to any time limitations and (y)
none of the indemnification obligations referred to in clauses (vi)(B),
(vi)(C), or any of clauses (vii) through (x) of Section 13.01(a) shall be
subject to any dollar limitations. The preceding sentence is not intended
to eliminate or amend any limitations on the indemnification obligations of
any Ashland Party under the ATCA or any other agreement that is not a
Transaction Agreement or an Ancillary Agreement.

          (c) Except as otherwise expressly contemplated or provided in the
Transaction Agreements and the Ancillary Agreements, the Ashland Parties
make no representations or warranties of any kind, either express or
implied. Except as otherwise contemplated or provided in the Tax Matters
Agreement, any of the other Transaction Agreements or any


<PAGE>


                                                                            108


of the Ancillary Agreements, the Marathon Parties acknowledge that their
sole and exclusive remedy after the Closing with respect to any and all
claims (other than (i) claims arising from covenants to the extent such
covenants are to be performed after the Closing and (ii) claims of fraud)
relating to the Transaction Agreements, the Ancillary Agreements and the
Transactions shall be pursuant to the indemnification provisions set forth
in this Article XIII. In furtherance of the foregoing, except as otherwise
contemplated or provided in the Tax Matters Agreement, any of the other
Transaction Agreements or any of the Ancillary Agreements, the Marathon
Parties hereby waive, from and after the Closing, any and all rights,
claims and causes of action under any applicable Law (other than claims of,
or causes of action arising from, (i) covenants to the extent such
covenants are to be performed after the Closing and (ii) fraud) they may
have against the Ashland Parties arising under or based upon the
Transaction Agreements, the Ancillary Agreements and the Transactions
(except pursuant to the indemnification provisions set forth in this
Section 13.01). The Marathon Parties shall take reasonable actions to
mitigate Losses for which indemnification may be sought under this Section
13.01, as and to the extent a party is required to mitigate damages for
breach of contract under the Laws of the State of New York.

          SECTION 13.02. INDEMNIFICATION BY MARATHON. (a) Subject to the
limitations set forth in this Article XIII, from and after the Closing,
Marathon shall defend and indemnify each of the Ashland Parties and their
respective affiliates and each of their respective Representatives against,
and hold them harmless from, any Losses to the extent resulting from,
arising out of or relating to, directly or indirectly:

               (i) any breach of any representation or warranty of any of
          the Marathon Parties contained in this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement (other
          than the representations and warranties contained in the first
          sentence of Section 7.01 of this Agreement and in Sections 7.03,
          7.04, 7.05, 7.08 and 7.11 of this Agreement);

               (ii) any breach or nonfulfillment of any covenant of any of
          the Marathon Parties contained


<PAGE>


                                                                            109


          in this Agreement or any Ancillary Agreement, in each case to the
          extent it relates to performance prior to the Closing;

               (iii) any breach of any representation or warranty of any of
          the Marathon Parties contained in Section 7.08 of this Agreement;

               (iv) any breach of any representation or warranty of any of
          the Marathon Parties contained in (A) Section 7.03 of this
          Agreement or (B) Section 7.05 of this Agreement;

               (v) any breach of any representation or warranty of any of
          the Marathon Parties contained in (A) the first sentence of
          Section 7.01 of this Agreement or (B) Section 7.04 or 7.11 of
          this Agreement;

               (vi) any breach or nonfulfillment of any covenant of any of
          the Marathon Parties contained in this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement, in each
          case to the extent it relates to performance after the Closing
          (including Marathon's obligations to issue and deposit with the
          Exchange Agent the number of shares of Marathon Common Stock
          specified in Section 5.01(a)(ii) and to provide the cash
          necessary to pay any dividends or distributions in accordance
          with Section 5.01(c)(ii));

               (vii) any liabilities or obligations (contingent or
          otherwise) of any of the Ashland Parties (or any of their
          respective subsidiaries) that are expressly assumed by one or
          more of the Marathon Parties pursuant to this Agreement, the
          Maleic Agreement, the VIOC Agreement or any Ancillary Agreement,
          including any such liabilities and obligations for which Ashland
          would otherwise have been liable under the ATCA but for the
          application of Section 12.01 (Asset Transfer and Contribution
          Agreement);

               (viii) any liabilities or obligations of any of the Ashland
          Parties to Transferred MAP Employees, Transferred Maleic Business
          Employees


<PAGE>


                                                                            110


          or Transferred VIOC Centers Employees under any pension,
          retirement or other employee benefit plan or arrangement
          established or participated in by any Ashland Party or any of its
          subsidiaries that is expressly assumed by one or more Marathon
          Parties pursuant to this Agreement, the Maleic Agreement, the
          VIOC Agreement or any Ancillary Agreement, including any such
          liabilities and obligations for which Ashland would otherwise
          have been liable under the ATCA but for the application of
          Section 12.01 (Asset Transfer and Contribution Agreement);

               (ix) any failure by any of the Marathon Parties to comply
          with Section 9.09 of this Agreement; or

               (x) any liabilities and obligations (contingent or
          otherwise) of any of the Marathon Parties (or any of their
          respective subsidiaries) that are not expressly assumed by one or
          more Ashland Parties pursuant to this Agreement, the Maleic
          Agreement, the VIOC Agreement or any Ancillary Agreement.

          (b) Marathon shall not be required to indemnify any person, and
shall not have any liability:

               (i) under clauses (i) and (ii) of Section 13.02(a), unless a
          claim therefor is asserted in writing within three years after
          the Closing Date, failing which such claim shall be waived and
          extinguished;

               (ii) under clause (iii) of Section 13.02(a), unless a claim
          therefor is asserted in writing within five years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;

               (iii) under clause (iv) of Section 13.02(a), unless a claim
          therefor is asserted in writing within six years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;


<PAGE>


                                                                            111


               (iv) under clause (v) of Section 13.02(a), unless a claim
          therefor is asserted in writing within ten years after the
          Closing Date, failing which such claim shall be waived and
          extinguished;

               (v) under clause (i), (ii), (iii), (iv), (v) or (vi) of
          Section 13.02(a) for any punitive or exemplary damages (other
          than punitive or exemplary damages asserted by any person who is
          not an Ashland Party, or an affiliate or a Representative of an
          Ashland Party, in a Third Party Claim);

               (vi) under clause (i), (ii), (iii), (iv), (v)(A) or (vi) of
          Section 13.02(a) for any indirect consequential or special
          damages (other than indirect consequential or special damages
          asserted by any person who is not an Ashland Party, or an
          affiliate or a Representative of an Ashland Party, in a Third
          Party Claim);

               (vii) under clauses (i), (ii), (iii), (iv) or (v) of Section
          13.02(a) unless the aggregate of all Losses for which the
          Marathon Parties would, but for this clause (vi), be liable
          exceeds on a cumulative basis an amount equal to $2,000,000, and
          then only to the extent of any such excess;

               (viii) under clauses (i), (ii), (iii), (iv) and (v) of
          Section 13.02(a) for any individual items where the Loss or
          alleged Loss relating thereto is less than $100,000 and such
          items shall not be aggregated for purposes of clause (vii) of
          this Section 13.02(b);

               (ix) under clauses (i), (ii), (iii), (iv) and (v) of Section
          13.02(a) in the aggregate in excess of the amount equal to the
          sum of (A) the MAP Partial Redemption Amount, (B) the Capital
          Contribution and (C) $315,000,000; and

               (x) under clauses (i), (ii), (iii) and (iv)(A) of Section
          13.02(a) for breaches of representations, warranties or covenants
          referred to therein that are contained in this Agreement to the
          extent they result in indemnification


<PAGE>


                                                                            112


          payments hereunder in excess of $400,000,000 in the aggregate;

provided, however, that in determining the scope of Marathon's
indemnification obligations under this Section 13.02(a), any qualification
as to materiality or references to Marathon Material Adverse Effect in any
of the representations or warranties referred to in Section 13.02(a) shall
be disregarded (it being understood that such qualifications as to
materiality or Marathon Material Adverse Effect shall apply for purposes of
determining whether there has been a breach in the first place). Solely for
purposes of this Article XIII, any Loss to the extent arising out of any
event or occurrence on or prior to, or circumstance existing on or prior
to, the Closing Date (and not to the extent arising out of any event,
occurrence or circumstance existing after the Closing Date, other than the
discovery of a pre-closing condition or the making or commencement of any
claim, demand, suit, action, proceeding or investigation after the Closing
Date to the extent relating to any event, occurrence or circumstance
existing on or prior to the Closing Date) shall be considered in
determining whether there shall have occurred (or there was reasonably
expected to occur) a Marathon Material Adverse Effect as of the Closing
Date. The parties acknowledge that (x) the indemnification obligations
referred to in clauses (vi) through (x) of Section 13.02(a) shall not be
subject to any time limitations and (y) none of the indemnification
obligations referred to in clauses (vi) through (x) of Section 13.02(a)
shall be subject to any dollar limitations. The preceding sentence is not
intended to eliminate or amend any limitations on the indemnification
obligations of any Marathon Party under the ATCA or any other agreement
that is not a Transaction Agreement or an Ancillary Agreement.

          (c) Except as otherwise expressly contemplated or provided in the
Transaction Agreements and the Ancillary Agreements, the Marathon Parties
make no representations or warranties of any kind, either express or
implied. Except as otherwise contemplated or provided in the Tax Matters
Agreement, any of the other Transaction Agreements or any of the Ancillary
Agreements, the Ashland Parties acknowledge that their sole and exclusive
remedy after the Closing with respect to any and all claims (other than


<PAGE>


                                                                            113


(i) claims arising from covenants to the extent such covenants are to be
performed after the Closing and (ii) claims of fraud) relating to the
Transaction Agreements, the Ancillary Agreements and the Transactions shall
be pursuant to the indemnification provisions set forth in this Article
XIII. In furtherance of the foregoing, except as otherwise contemplated or
provided in the Tax Matters Agreement, any of the other Transaction
Agreements or any of the Ancillary Agreements, the Ashland Parties hereby
waive, from and after the Closing, any and all rights, claims and causes of
action under any applicable Law (other than claims of, or causes of action
arising from, (i) covenants to the extent such covenants are to be
performed after the Closing and (ii) fraud) they may have against the
Marathon Parties arising under or based upon the Transaction Agreements,
the Ancillary Agreements and the Transactions (except pursuant to the
indemnification provisions set forth in this Section 13.02). The Ashland
Parties shall take reasonable actions to mitigate Losses for which
indemnification may be sought under this Section 13.02, as and to the
extent a party is required to mitigate damages for breach of contract under
the Laws of the State of New York.

          SECTION 13.03. CALCULATION OF LOSSES. (a) The amount of any Loss
for which indemnification is provided in clause (i), (ii), (iii), (iv) or
(v)(A) of Section 13.01(a) of this Agreement or clause (i), (ii), (iii),
(iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any
amounts actually recovered by the indemnified party under the True
Insurance Policies (as such term is defined in the ATCA) with respect to
such Loss; provided, however, that the indemnified party shall not have any
obligation to seek any such recovery under any True Insurance Policy. The
amount of any Loss for which indemnification is provided pursuant to
Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i)
increased to take account of any net Tax cost incurred by the indemnified
party arising from the receipt or accrual of indemnity payments hereunder
(grossed up for such increase) and (ii) reduced to take account of any net
Tax Benefit (as defined in the ATCA) realized by the indemnified party
arising from the deductibility of any such Loss. In computing the amount of
any such Tax cost or Tax Benefit, the indemnified party shall be deemed to
recognize all other items of income, gain, loss, deduction or credit


<PAGE>


                                                                            114


before recognizing any item arising from the receipt or accrual of any
indemnity payment hereunder or the deductibility of any indemnified Loss.
Any indemnification payment hereunder shall initially be made without
regard to clauses (i) and (ii) in the second sentence of this Section
13.03, and shall be increased or reduced to reflect any such net Tax cost
(including gross-up) or net Tax Benefit only after the indemnified party
has actually realized such cost or benefit. For purposes of this Agreement,
an indemnified party shall be deemed to have "actually realized" a net Tax
cost or a net Tax Benefit to the extent that, and at such time as, the
amount of Taxes payable by such indemnified party is increased above or
reduced below, as the case may be, the amount of Taxes, that such
indemnified party would be required to pay but for the receipt or accrual
of the indemnity payment or the deductibility of such Loss, as the case may
be. The amount of any increase or reduction hereunder shall be adjusted to
reflect any final determination (which shall include the execution of Form
870 AD or successor form) with respect to the indemnified party's liability
for Taxes, and payments between the indemnified party and the indemnifying
party to reflect such adjustment shall be made if necessary.

          (b) No indemnified party shall be entitled to indemnification
pursuant to Section 13.01(a) with respect to any Loss that has been taken
account of in any adjustment pursuant to Section 1.05 of the Maleic
Agreement. If the amount of any Loss, at any time subsequent to the making
of any payment for indemnification pursuant to Section 13.01(a) or
13.02(a), is reduced by recovery, settlement or otherwise under or pursuant
to any claim, recovery, settlement or payment by or against any other
person that is not an affiliate of the indemnified party, the amount of
such reduction, less any costs, expenses, premiums or other offsets
incurred in connection therewith, shall promptly be repaid by the
indemnified party to the indemnifying party. Upon making any payment for
indemnification pursuant to Section 13.01(a) or 13.02(a), the indemnifying
party shall, to the extent of such payment, be subrogated to all rights of
the indemnified party (other than any rights of such indemnified party
under any insurance policies) against any third party that is not an
affiliate of the indemnified party in respect of the indemnifiable Loss to
which such payment relates. Each such indemnified party shall duly


<PAGE>


                                                                            115


execute upon request all instruments reasonably necessary to evidence and
perfect the above described subrogation rights.

          SECTION 13.04. PROCEDURES. (a) NOTICE OF THIRD PARTY CLAIMS. If
any claim is asserted by any person not a party, or an affiliate or a
Representative of a party, to this Agreement against an indemnified party
under this Agreement (any such claim being a "Third Party Claim") and such
indemnified party intends to seek indemnification hereunder from a party to
this Agreement, then, such indemnified party shall give notice of the Third
Party Claim to the indemnifying party as soon as practicable after the
indemnified party has reason to believe that the indemnifying party will
have an indemnification obligation with respect to such Third Party Claim,
accompanied by copies of all papers that have been served on the
indemnified party with respect to such Third Party Claim. Such notice shall
describe in reasonable detail the nature of the Third Party Claim, an
estimate of the amount of damages attributable to the Third Party Claim (if
reasonably attainable) and the basis of the indemnified party's request for
indemnification under this Agreement. The failure of the indemnified party
to so notify the indemnifying party of the Third Party Claim shall not
relieve the indemnifying party from any duty to indemnify hereunder unless
and only to the extent that the indemnifying party demonstrates that the
failure of the indemnified party to promptly notify it of such Third Party
Claim prejudiced its ability to defend such Third Party Claim; provided,
that the failure of the indemnified party to notify the indemnifying party
shall not relieve the indemnifying party from any liability which it may
have to the indemnified party otherwise than under this Agreement.
Thereafter, the indemnified party shall deliver to the indemnifying party,
within five business days after the indemnified party's receipt thereof,
copies of all written notices and documents (including court papers but
excluding any materials that are subject to any applicable privilege or
that constitute attorney work product) received by the indemnified party
relating to the Third Party Claim.

          (b) RIGHT OF INDEMNIFYING PARTY TO CONTROL DEFENSE OF THIRD PARTY
CLAIMS. The indemnifying party shall have the right to participate in, or
assume control of, the defense of the Third Party Claim at its own expense


<PAGE>


                                                                            116


using counsel of its choice reasonably acceptable to the indemnified party,
by giving prompt written notice to the indemnified party. If it elects to
assume control of the defense of such Third Party Claim, the indemnifying
party shall defend such Third Party Claim by promptly and vigorously
prosecuting all appropriate proceedings to a final conclusion or
settlement. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such Third Party Claim, the
indemnified party shall have the right to participate in the defense of the
Third Party Claim using counsel of its choice, but the indemnifying party
shall not be liable to the indemnified party hereunder for any legal or
other expenses subsequently incurred by the indemnified party in connection
with its participation in the defense thereof unless (i) the employment
thereof has been specifically authorized in writing by the indemnifying
party, (ii) the indemnifying party fails to assume the defense in
accordance with the first sentence of this Section 13.04(b) or diligently
prosecute the defense of the Third Party Claim or (iii) there shall exist
or develop a conflict that would ethically prohibit counsel to the
indemnifying party from representing the indemnified party. The indemnified
party agrees to provide such reasonable cooperation to the indemnifying
party and its counsel as the indemnifying party may reasonably request in
contesting any Third Party Claim that the indemnifying party elects to
contest, including the making of any related counterclaim against the Third
Party asserting the Third Party Claim or any cross-complaint against any
person who is not an affiliate or Representative of the indemnified party,
in each case only if and to the extent that any such counterclaim or
cross-complaint arises from the same actions or facts giving rise to the
Third Party Claim. The indemnifying party shall have the right, acting in
good faith and with due regard to the interests of the indemnified party,
to control all decisions regarding the handling of the defense without the
consent of the indemnified party, but shall not have the right to admit
liability with respect to, or compromise, settle or discharge any Third
Party Claim or consent to the entry of any judgment with respect to such
Third Party Claim without the consent of the indemnified party, which
consent shall not be unreasonably withheld, unless such settlement,
compromise or consent includes an unconditional release of the indemnified
party from all liability and obligations arising out of such Third Party



<PAGE>


                                                                            117


Claim and would not otherwise adversely affect the indemnified party.

          (c) CONTROL OF THIRD PARTY CLAIM BY THE INDEMNIFIED PARTY. If the
indemnifying party fails to assume the defense of a Third Party Claim
within thirty (30) days after receipt of written notice of the Third Party
Claim in accordance with the provisions of Section 13.04(b), then the
indemnified party shall have the right to defend the Third Party Claim by
promptly and vigorously prosecuting all appropriate proceedings to a final
conclusion or settlement. The indemnifying party shall have the right to
participate in the defense of the Third Party Claim using counsel of its
choice, but the indemnified party shall not be liable to the indemnifying
party hereunder for any legal or other expenses incurred by the
indemnifying party in connection with its participation in the defense
thereof. If requested by the indemnified party, the indemnifying party
agrees to provide such reasonable cooperation to the indemnified party and
its counsel as the indemnified party may reasonably request in contesting
any Third Party Claim that the indemnified party elects to contest,
including the making of any related counterclaim against the third party
asserting the Third Party Claim or any cross-complaint against any person
who is not an affiliate or Representative of the indemnifying party, in
each case only if and to the extent that any such counterclaim or
cross-complaint arises from the same actions or facts giving rise to the
Third Party Claim. The indemnified party shall have the right, acting in
good faith and with due regard to the interests of the indemnifying party,
to control all decisions regarding the handling of the defense without the
consent of the indemnifying party, but shall not have the right to
compromise or settle any Third Party Claim or consent to the entry of any
judgment with respect to such Third Party Claim without the consent of the
indemnifying party, which consent shall not be unreasonably withheld,
unless such settlement, compromise or consent includes an unconditional
release of the indemnifying party from all liability and obligations
arising out of such Third Party Claim.

          (d) OTHER CLAIMS. In the event any indemnified party should have
a claim against any indemnifying party under Section 13.01 or 13.02 that
does not involve a Third Party Claim being asserted against or sought to be


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                                                                            118


collected from such indemnified party, the indemnified party shall deliver
notice of such claim with reasonable promptness to the indemnifying party.
Subject to Sections 13.01(b) and 13.02(b), the failure by any indemnified
party so to notify the indemnifying party shall not relieve the
indemnifying party from any liability that it may have to such indemnified
party under Section 13.01 or 13.02, except to the extent that the
indemnifying party demonstrates that it has been prejudiced by such
failure. The indemnifying party shall have 60 calendar days following its
receipt of such notice to dispute its liability to the indemnified party
under Section 13.01 or 13.02. The indemnified party shall reasonably
cooperate with and assist the indemnifying party in determining the
validity of any claim for indemnity by the indemnified party and in
otherwise resolving such matters. Such cooperation and assistance shall
include retention and (upon the indemnifying party's request) the provision
to the indemnifying party of records that are reasonably relevant to such
matters, making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder, and providing such reasonable cooperation and assistance in the
investigation and resolution of such matters as the indemnifying party may
reasonably request. If the indemnifying party does not notify the
indemnified party within 60 days from its receipt of a notice pursuant to
the first sentence of this Section 13.04(d) that the indemnifying party
disputes the claim specified by the indemnified party in such notice, that
claim shall be deemed a liability of the indemnifying party hereunder. If
the indemnifying party has timely disputed that claim, as provided above,
that dispute may be resolved by proceedings in an appropriate court of
competent jurisdiction in accordance with Section 14.10 if the parties do
not reach a settlement of that dispute within 30 days after notice of that
dispute is given. Payment of the amount set forth in a notice of a claim
pursuant to the first sentence of this Section 13.04(d) that has not been
disputed shall be made within 30 days after the expiration of the
applicable 60 day notice period. If the payment obligation has been
disputed, payment shall be made 30 days after the expiration of the period
for appeal of a final adjudication of the indemnifying party's liability
under this Agreement to the indemnified party with respect to such payment
obligation.


<PAGE>


                                                                            119


          (e) The foregoing provisions of this Article XIII shall not be
applicable to any Tax Matters, it being understood that the indemnification
obligations of New Ashland Inc. and Marathon with respect to all Tax
Matters are set forth in the Tax Matters Agreement.

          (f) The foregoing provisions of this Article XIII shall not be
applicable to any Losses to the extent indemnification for such Losses is
provided under the Franchise Agreements (as defined in the VIOC Agreement).


                                ARTICLE XIV

                             GENERAL PROVISIONS

          SECTION 14.01. NOTICES. All notices, requests, claims, demands
and other communications under the Transaction Agreements shall be in
writing and shall be deemed to be delivered and received if personally
delivered or if delivered by facsimile or courier service, when actually
received by the party to whom notice is sent at the address of such party
or parties set forth below (or at such other address as such party may
designate by written notice to all other parties in accordance herewith):

          (a) if to the Ashland Parties, to

               Ashland Inc.
               50 E. RiverCenter Boulevard
               Covington, KY 41012-0391
               Attention: J. Marvin Quin
                          David L. Hausrath, Esq.
               Facsimile: (859) 815-5053

               with a copy (which will not constitute notice for purposes of
               this Agreement) to:

               Cravath, Swaine & Moore LLP
               Worldwide Plaza
               825 Eighth Avenue
               New York, NY 10019-7474
               Attention: Susan Webster, Esq.
                          James C. Woolery, Esq.
               Facsimile: (212) 474-3700


<PAGE>


                                                                            120


          (b) if to the Marathon Parties, to

               Marathon Oil Corporation
               5555 San Felipe Road
               Houston, TX 77056
               Attention: Raja Sahni
                         Richard L. Horstman, Esq.

               Facsimile: (713) 513-4172

               with a copy (which will not constitute notice for purposes of
               this Agreement) to:

               Baker Botts L.L.P.
               One Shell Plaza
               Houston, TX 77002-4995
               Attention: Ted W. Paris, Esq.
                          Tull R. Florey, Esq.
               Facsimile: (713) 229-1522

          SECTION 14.02. DEFINITIONS. For purposes of this Agreement:

          An "affiliate" of any person means another person that directly
or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such first person. As used in this
definition, "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person (whether through ownership of capital stock of that person, by
contract or otherwise). For the avoidance of doubt, MAP shall be deemed to
be an affiliate of Marathon Company and not Ashland at all times, whether
prior to or after the Closing.

          "AR Fraction" means the fraction of the MAP Partial Redemption
Amount to be distributed in the form of accounts receivable of MAP such
that, in the opinions of Cravath, Swaine & Moore LLP and Miller & Chevalier
Chartered, the MAP Partial Redemption will not result in any gain
recognition under Section 751(b) of the Code. Such fraction shall be
determined based upon the final allocation report prepared by D&T and
delivered to Ashland and Marathon on or within 10 days prior to the Closing
Date.


<PAGE>


                                                                            121


          "Ashland Debt Obligation Amount" means an amount, determined in
good faith by Ashland, in light of the Private Letter Rulings and any
communications with the IRS, written or otherwise, that is sufficient to
(i) pay the outstanding principal amount of debt that is shown on Ashland's
balance sheet; (ii) pay repurchase premium and other costs to repay,
repurchase or defease debt that is shown on Ashland's balance sheet or
obligations referred to in clause (iii) below; (iii) repay and terminate
obligations that are treated as debt for tax purposes but not for financial
statement purposes; and (iv) terminate or renegotiate Ashland's obligations
as lessee under real estate leases that are treated as true leases for tax
purposes, in each case to the extent that such amounts, if paid by New
Ashland Inc. with the proceeds of the HoldCo Borrowing, would result in no
gain recognition to HoldCo under Section 357 of the Code.

          "Ashland Employee Stock Option" means any option to purchase
Ashland Common Stock granted under any Ashland Stock Plan.

          "Ashland LOOP/LOCAP Interest" shall have the meaning assigned
thereto in the Put/Call Agreement.

          "Ashland Parties" means Ashland, New Ashland LLC, New Ashland
Inc. and, prior to the Acquisition Merger Effective Time, HoldCo.

          "Ashland SAR" means any stock appreciation right linked to the
price of Ashland Common Stock and granted under any Ashland Stock Plan.

          "Ashland Stock Plan" means the Amended Stock Incentive Plan for
Key Employees of Ashland and its subsidiaries, Ashland 1993 Stock Incentive
Plan, Ashland Deferred Compensation Plan for Non-Employee Directors,
Ashland 1997 Stock Incentive Plan, Ashland Deferred Compensation Plan,
Ashland Stock Option Plan for Employees of Joint Ventures, Ashland Employee
Savings Plan, Amended and Restated Ashland Incentive Plan, and any other
stock option, stock purchase or other plan or agreement pursuant to which
shares of Ashland Common Stock may be acquired as compensation by
employees, consultants or any other person.

          "Estimated MAP Partial Redemption Amount" means a good faith
estimate, prepared jointly by MAP, Marathon and


<PAGE>


                                                                            122


Ashland at least two business days prior to the Closing Date, of the MAP
Partial Redemption Amount, which estimate shall include Marathon's good
faith estimate of any increase pursuant to the second sentence of Section
1.01.

          "Holdco Borrowing" means a new unsecured borrowing or borrowings
by HoldCo with total proceeds in an amount equal to the Ashland Debt
Obligation Amount. The HoldCo Borrowing shall be expressly non-recourse to
Ashland and its affiliates (other than HoldCo) and shall otherwise be made
on terms and conditions reasonably acceptable to Ashland.

          "LOCAP T&D Agreement" means the Initial Facility Throughput and
Deficiency Agreement among Ashland, Marathon, Shell Oil Company, Texaco
Inc. and LOCAP LLC (as successor to LOCAP Inc.), dated March 1, 1979, as
amended.

          "LOCAP T&D Assumption Agreement" means an assumption agreement,
substantially in the form attached hereto as Exhibit E, pursuant to Section
7.2 of the LOCAP T&D Agreement.

          "LOOP T&D Agreement" means the First Stage Throughput and
Deficiency Agreement among Ashland, Marathon, Murphy Oil Corporation, Shell
Oil Company, Texaco Inc. and LOOP LLC (as successor to LOOP Inc.), dated as
of December 1, 1977, as amended.

          "LOOP T&D Assumption Agreement" means an assumption agreement,
substantially in the form attached hereto as Exhibit F, pursuant to Section
7.2 of the LOOP T&D Agreement.

          "MAP Adjustment Amount" means 38% of the Distributable Cash of
MAP (as such term is defined in the MAP LLC Agreement) as of the close of
business on the Closing Date.

          "MAP Governing Documents" means the Transaction Documents, as
amended, as defined in the ATCA.

          "MAP LLC Agreement" means the Amended and Restated Limited
Liability Company Agreement of MAP dated as of December 31, 1998, as
amended.


<PAGE>


                                                                            123


          "MAP/LOOP/LOCAP Contribution Agreements" means assignment and
assumption agreements in the form of Exhibits G, H and I hereto.

          "MAP Partial Redemption Amount" means $2,699,170,000 minus the
Ashland Debt Obligation Amount plus the MAP Adjustment Amount, plus any
increases effected pursuant to the second sentence of Section 1.01 or
clause (vii) of Section 12.01(d).

          "Marathon Employee Stock Option" means any option to purchase
Marathon Common Stock granted under any Marathon Stock Plan.

          "Marathon Parties" means Marathon, Marathon Company, Merger Sub
and, after the Acquisition Merger Effective Time, MAP.

          "Marathon SAR" means any stock appreciation right linked to the
price of Marathon Common Stock and granted under any Marathon Stock Plan.

          "Marathon Stock Plan" means the Marathon Oil Corporation 2003
Incentive Compensation Plan, 1990 Marathon Oil Company Stock Plan, The
Marathon Oil Company Thrift Plan, the Marathon Oil Company Deferred
Compensation Plan, the Marathon Oil Corporation Non-Officer Restricted
Stock Plan, the Marathon Ashland Petroleum LLC Deferred Compensation Plan
and any other stock option, stock purchase or other plan or agreement
pursuant to which shares of Marathon Common Stock may be acquired as
compensation by employees, consultants or any other person.

          "Market MAC Condition" means a condition for the benefit of Third
Party Lenders to the effect that their obligation to lend shall not be
enforceable due to market disruption or other similar event.

          "Market MAC Event" means (i) Marathon shall have obtained a firm
commitment (subject to customary conditions) to provide the HoldCo
Borrowing from Third Party Lenders that are nationally recognized
commercial banks, (ii) such commitment shall be in full force and effect
prior to the date on which the Closing would otherwise occur pursuant to
Section 1.05 but for the failure of the Marathon Parties to cause the
HoldCo Borrowing to be advanced to HoldCo and (iii) as of such


<PAGE>


                                                                            124


date such Third Party Lenders shall have declined to make the HoldCo
Borrowing available to HoldCo solely based upon the non- satisfaction of a
Market MAC Condition.

          "Membership Interest" shall have the meaning assigned thereto in
Appendix A to the MAP LLC Agreement.

          "New Ashland Inc. Common Stock" means New Ashland Inc. common
stock, par value $0.01 per share, and, with respect to such shares issued
at and after the Acquisition Merger Effective Time, includes the associated
Ashland Rights.

          A "person" means any individual, firm, corporation, partnership,
company, limited liability company, trust, joint venture, association,
Governmental Entity or other entity.

          "Plains Settlement" means the Mutual Release and Settlement
Agreement between MAP and Plains Marketing, L.P. dated as of May 16, 2003.

          "St. Paul Park Judgment and Plea Agreement" means (i) the amended
judgment in the matter of United States of America v. Ashland Inc., No.
02-CR- 152(01)(JMR) (D. Minn. Dec. 23, 2002), as such judgment may be
further amended, supplemented, modified or replaced, and (ii) the plea
agreement and sentencing stipulations in the matter of United States of
America v. Ashland Inc., No. 02- CR-152(JEL) (D. Minn. May 13, 2002).

          A "subsidiary" of any person means another person, an amount of
the voting securities, other voting ownership or voting partnership
interests of which is sufficient to elect at least a majority of its Board
of Directors or other governing body (or, if there are no such voting
interests, 50% or more of the equity interests of which) is owned directly
or indirectly by such first person.

          "Tax" or "Taxes" means all forms of taxation imposed by any
federal, state, local or foreign jurisdiction (including any subdivision
and any revenue agency of such a jurisdiction), including net income, gross
income, alternative minimum, sales, use, ad valorem, gross receipts, value
added, franchise, license, transfer, withholding, payroll, employment,
excise, severance, stamp,


<PAGE>


                                                                            125


property, custom duty, Taxes or governmental charges, together with any
related interest, penalties or other additional amounts imposed by a
Governmental Entity, and including all liability for or in respect of any
of the foregoing as a result of being a member of a consolidated or similar
group or a partner in an entity treated as a partnership or other pass-
through entity for Tax purposes or as a result of any Tax sharing or
similar contractual agreement.

          "Tax Authority" means any federal, state, local or foreign
jurisdiction (including any subdivision and any revenue agency of such a
jurisdiction) imposing Taxes.

          "Tax Matter" means any matter relating to Taxes.

          "Value" means, with respect to any account receivable of MAP, the
product of (A) the outstanding balance of such account receivable on the
Closing Date, multiplied by (B) one minus the applicable discount factor
set forth in Exhibit A.

          "Working Papers" means, with respect to AAA or HLHZ: (i)
documents prepared or assembled by such firm setting forth the valuation
assumptions used in connection with the Transactions to determine the fair
value or present fair saleable value of the subject assets or businesses,
including, as applicable, (A) representative financial statement data, (B)
any adjustments made or considered by such firm to historical and projected
financial data of Ashland or New Ashland Inc., (C) lists of comparable
companies selected by such firm for valuation purposes and their relevant
operating statistics and trading multiples, (D) lists of comparable
transactions considered by such firm and (E) valuation multiples, discount
rates and capitalization rates selected by such firm; (ii) lists of stated
and contingent liabilities utilized by such firm, including any adjustments
made or considered by such firm to information provided by Ashland or its
Representatives; (iii) projected income statement, balance sheet and cash
flow statements used or considered by such firm to assess the projected
cash flows, debt capacity levels, summary of covenants tests and other
factors impacting liquidity and (iv) analyses performed to determine if the
subject company has or would have adequate capital remaining after giving
effect to the Transaction,


<PAGE>


                                                                            126


including similar calculations done for the selected comparable companies.

          SECTION 14.03. INTERPRETATION; DISCLOSURE LETTERS. When a
reference is made in this Agreement to a Section or Article, such reference
shall be to a Section or Article of this Agreement unless otherwise
indicated. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation". No item contained in any
section of either the Ashland Disclosure Letter or the Marathon Disclosure
Letter shall be deemed adequate to disclose an exception to a
representation or warranty made in this Agreement, unless (i) such item is
included (or expressly incorporated by reference) in a section of the
applicable disclosure letter that is numbered to correspond to the section
number assigned to such representation or warranty in this Agreement or
(ii) it is readily apparent from a reading of such item that it discloses
an exception to such representation or warranty.

          SECTION 14.04. SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any
rule or Law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party hereto. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties hereto as closely as possible to the end that the transactions
contemplated hereby are fulfilled to the greatest extent possible.

          SECTION 14.05. COUNTERPARTS. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.


<PAGE>


                                                                            127


          SECTION 14.06. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
The Transaction Agreements, taken together with the exhibits hereto and
thereto, the Ashland Disclosure Letter and the Marathon Disclosure Letter,
the Confidentiality Agreement, and the other agreements and instruments of
the parties hereto delivered in connection herewith, (a) constitute the
entire agreement, and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the Transactions
and (b) except for the provisions of Section 2.05, Article V, Section
12.06(b) and Article XIII (the "Third Party Provisions"), are not intended
to confer upon any person other than the parties hereto any rights or
remedies. The Third Party Provisions may be enforced by the beneficiaries
thereof; provided, however, that the shareholders of Ashland in their
capacities as such shall not have any rights or remedies under this
Agreement, and shall not be entitled to enforce the Third Party Provisions
or make any Claims with respect thereto, unless and until the Closing shall
have occurred. For avoidance of doubt, (i) the shareholders of Marathon in
their capacities as such shall not have any rights or remedies under this
Agreement, (ii) after the Closing, holders of Dissenters' Shares shall have
the rights and remedies specified in Section 2.05 only and (iii) after the
Closing, the holders entitled to receive HoldCo Common Stock in the
Reorganization Merger shall have the rights and remedies specified in
Article V only. Notwithstanding the foregoing, the Confidentiality
Agreement shall remain in effect in accordance with its terms and, except
as expressly amended hereby, the MAP Governing Documents are ratified and
affirmed and shall remain in full force and effect.

          SECTION 14.07. EXERCISE OF RIGHTS AND REMEDIES. Except as this
Agreement otherwise provides, no delay or omission in the exercise of, or
failure to assert, any right, power or remedy accruing to any party hereto as
a result of any breach or default hereunder by any other party hereto will
impair any such right, power or remedy, nor will it be construed, deemed or
interpreted as a waiver of or acquiescence in any such breach or default, or
of any similar breach or default occurring later; nor will any waiver of any
single breach or default be construed, deemed or interpreted as a waiver of
any other breach or default hereunder occurring before or after that waiver.
The


<PAGE>


                                                                            128


failure of any party to this Agreement to assert any of its rights under
the Transaction Agreements or otherwise shall not constitute a waiver of
such rights.

          SECTION 14.08. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the Laws of the State of New York,
regardless of the Laws that might otherwise govern under applicable
principles of conflicts of Laws thereof, except to the extent the Laws of
Kentucky are mandatorily applicable to the Reorganization Merger and the
Conversion Merger and to the extent the Laws of Delaware are mandatorily
applicable to the Acquisition Merger.

          SECTION 14.09. ASSIGNMENT. Neither the Transaction Agreements nor
any of the rights, interests or obligations under the Transaction
Agreements shall be assigned, in whole or in part, by any of the parties
without the prior written consent of the other parties, except that the
rights, interests and obligations of any party under this Agreement or any
of the other Transaction Agreements may be assigned by operation of law
pursuant to a merger, consolidation or other business combination involving
such party that would not reasonably expected to prevent or materially
delay the consummation of the Transactions; provided, however, that any
assignment pursuant to the exception set forth in this sentence shall not
operate to release any party from its obligations under this Agreement or
any of the other Transaction Agreements. Subject to the preceding
sentences, the Transaction Agreements will be binding upon, inure to the
benefit of, and be enforceable by, the parties and their respective
successors and assigns.

          SECTION 14.10. ENFORCEMENT. The parties agree that irreparable
damage would occur in the event that any of the provisions of the
Transaction Agreements were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that, subject to
Sections 13.01(c) and 13.02(c), the parties shall be entitled to an
injunction or injunctions to prevent breaches of the Transaction Agreements
and to enforce specifically the terms and provisions of the Transaction
Agreements in any New York state court or any Federal court located in the
Borough of Manhattan, The City of New York in the State of New York, this
being in addition to any other remedy to which they are entitled at law or
in


<PAGE>


                                                                            129


equity. In addition, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of any New York state court or any
Federal court located in the Borough of Manhattan, The City of New York in
the State of New York in the event any dispute arises out of the
Transaction Agreements or any Transaction, (b) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (c) agrees that it will not bring
any action relating to any Transaction Agreement or any Transaction in any
court other than any New York state court or any Federal court sitting in
the Borough of Manhattan, The City of New York in the State of New York
(provided, however, that this clause (c) shall not limit the ability of any
party hereto to (i) file a proof of claim or bring any action in any court
in which a bankruptcy or reorganization proceeding involving another party
hereto is pending, (ii) file a counter-claim or cross-claim against another
party hereto in any court in which a proceeding involving both such parties
is pending or (iii) implead another party hereto in respect of a Third
Party Claim in any court in which a proceeding relating to such Third Party
Claim is then pending) and (d) waives any right to trial by jury with
respect to any action related to or arising out of any Transaction
Agreement or any Transaction.


<PAGE>


                                                                           130


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, all as of the date first written above.

                                        ASHLAND INC.,

                                           by /s/ James J. O'Brien
                                           --------------------------------
                                           Name:
                                           Title: Chief Executive
                                                  Officer


                                        ATB HOLDINGS INC.,

                                           by /s/ James J. O'Brien
                                           --------------------------------
                                           Name:  James J. O'Brien
                                           Title: President


                                        EXM LLC,


                                           by

                                           ATB HOLDINGS INC.,

                                           by /s/ James J. O'Brien
                                           --------------------------------
                                           Name:  James J. O'Brien
                                           Title: President


                                         NEW EXM INC.,


                                           by /s/ James J. O'Brien
                                           --------------------------------
                                           Name:  James J. O'Brien
                                           Title: President


<PAGE>


                                                                           131


                                        MARATHON OIL CORPORATION,

                                           by /s/ Clarence P. Cazalot, Jr.
                                           --------------------------------
                                           Name:   Clarence P. Cazalot, Jr.
                                           Title:  President & Chief
                                                   Executive Officer


                                        MARATHON OIL COMPANY,

                                           by /s/ Clarence P. Cazalot, Jr.
                                           --------------------------------
                                           Name:  Clarence P. Cazalot, Jr.
                                           Title: President


                                        MARATHON DOMESTIC LLC,

                                           by



                                           MARATHON OIL CORPORATION,

                                           by /s/ Clarence P. Cazalot, Jr.
                                           --------------------------------
                                           Name:  Clarence P. Cazalot, Jr.
                                           Title: President & Chief
                                                  Executive Officer


                                        MARATHON ASHLAND PETROLEUM LLC,


                                           by /s/ Gary R. Heminger
                                           --------------------------------
                                           Name:  Gary R. Heminger
                                           Title: President


<PAGE>


                                                                     EXHIBIT D

                   TAX RULING/OPINION CLOSING CONDITIONS

Structure

     1. The IRS issues a private letter ruling (a "Ruling") holding that
the Maleic/VIOC Contribution described in Section 1.02(a), the
MAP/LOOP/LOCAP Contribution described in Section 1.02(b) and the
Reorganization Merger described in Section 1.02(c), taken together, qualify
as a reorganization under Section 368(a)(1)(F) of the Code.

     2. The IRS issues a Ruling holding that the Capital Contribution
described in Section 1.03(b) and the Conversion Merger described in Section
1.03(c), taken together with the Acquisition Merger described in Section
1.04(a) or the distribution by HoldCo of shares of New Ashland Inc. Common
Stock described in Section 1.04(b), as the case may be, qualify as a
reorganization under Section 368(a)(1)(D) of the Code.

     3. The IRS issues a Ruling holding that the Acquisition Merger
described in Section 1.04(a) or the distribution by HoldCo of shares of New
Ashland Inc. Common Stock described in Section 1.04(b), as the case may be,
qualifies as a distribution described in Section 355(a) of the Code and,
accordingly, no gain or loss will be recognized by (and no amount will
otherwise be included in the income of) the shareholders of HoldCo upon the
receipt of such New Ashland Inc. Common Stock.

     4. Either:

          (a) The IRS issues a Ruling holding that the Acquisition Merger
described in Section 1.04(a) will qualify as a reorganization under Section
368(a)(1)(A) of the Code; or

          (b) If the IRS refuses to issue the Ruling described in paragraph
4(a) above, Cravath, Swaine & Moore LLP delivers a written opinion to
Ashland, in form and substance reasonably satisfactory to the Ashland
Board, concluding that the Acquisition Merger described in Section 1.04(a)
will qualify as a reorganization under Section 368(a)(1)(A) of the Code;
and Miller & Chevalier Chartered delivers a written opinion to Marathon, in
form and substance reasonably satisfactory to the Marathon Board,

<PAGE>

                                                                             2


that such Acquisition Merger qualifies as a reorganization under Section
368(a)(1)(A) of the Code.

     5. The IRS issues a Ruling holding that the shares of New Ashland Inc.
Common Stock distributed to shareholders of HoldCo in the Acquisition
Merger described in Section 1.04(a) or the distribution described in
Section 1.04(b), as the case may be, will not be treated as "other
property", within the meaning of Section 356(a) of the Code, received in
exchange for HoldCo stock in the Acquisition Merger.

Section 357

     6. The IRS issues a Ruling holding that the assumption by Marathon
and/or Merger Sub of liabilities of HoldCo in the Acquisition Merger will
not be treated as money or other property under Section 357 of the Code.

Contingent Liabilities

     7. Either:

          (a) The IRS issues a Ruling holding that New Ashland Inc. is
entitled to deduct the Specified Liability Deductions (as defined in the
Tax Matters Agreement); or

          (b) The IRS issues a Ruling holding that (i) HoldCo, and Marathon
or an affiliate of Marathon that is the "acquiring corporation" of HoldCo
in the Acquisition Merger within the meaning of Section 381(a) of the Code,
is entitled to deduct the Specified Liability Deductions, (ii) such
deduction will not be limited under Section 382 or Section 384 of the Code
or Treasury Regulation section 1.1502-15; (iii) such deduction is
determined on the Net Deduction Method (as defined in the Tax Matters
Agreement); (iv) the accrual or receipt of insurance reimbursements in
respect of Specified Liability Deductions will not result in recognition of
income or gain to any member of the New Ashland Group (as defined in the
Tax Matters Agreement) (other than recognition of such income or gain by a
member of the New Ashland Group in respect of Specified Liability
Deductions claimed before the Closing Date by a member of the Ashland Group
(as defined in the Tax Matters Agreement) or the New Ashland Group); and
(v) any payment of Specified Liability Deductions by any member of the New
Ashland Group


<PAGE>

                                                                             3

will not result in recognition of income or gain to any member of the
Marathon Group (as defined in the Tax Matters Agreement).

     8. Either:

          (a) The IRS issues a Ruling holding that the effect of the
assumption by New Ashland, Inc. of the Ashland Residual Operations
Liabilities (as defined in the Tax Matters Agreement) on the basis of the
New Ashland Inc. Common Stock in the hands of HoldCo will be determined
under Section 358(h)(1) of the Code, or will be excluded from such
application solely by reason of Section 358(h)(2) of the Code; or

          (b) (i) The IRS issues a Ruling holding that the effect of such
assumption on such basis will be determined under Section 358(d)(1) of the
Code; (ii) such Ruling sets forth with specificity a method of determining
the amount of the resulting reduction to basis under Section 358(d)(1) of
the Code; and (iii) based on such method, on representations as to the
basis of the New Ashland Inc. Common Stock before such reduction, and on
representations as to the value of the New Ashland Inc. Common Stock to be
distributed by HoldCo as of the date of such distribution (and on any other
date that might be relevant), Cravath, Swaine & Moore LLP delivers a
written opinion to Ashland, in form and substance reasonably satisfactory
to the Ashland Board, that the distribution of the New Ashland Inc. Common
Stock by HoldCo will not result in the recognition of gain by HoldCo under
Section 355(e) of the Code in an amount greater than would be so recognized
if the effect on such basis had been determined under Section 358(h)(1) of
the Code rather than Section 358(d)(1) of the Code; and Miller & Chevalier
Chartered delivers a written opinion to Marathon, in form and substance
reasonably satisfactory to the Marathon Board, concluding that the
distribution of the New Ashland Inc. Common Stock by HoldCo does not result
in the recognition of gain by HoldCo under Section 355(e) of the Code in an
amount greater than would be so recognized if the effect on such basis had
been determined under Section 358(h)(1) of the Code rather than Section
358(d)(1) of the Code.

<PAGE>

                                                                             4

Partnership

     9. Either:

          (a) The IRS issues a Ruling that the MAP Partial Redemption does
not constitute a disguised sale of a partnership interest under Section
707(a)(2)(B) of the Code; or

          (b) If the IRS refuses to issue the Ruling described in paragraph
9(a) above, Cravath, Swaine & Moore LLP delivers a written opinion to
Ashland, in form and substance reasonably satisfactory to the Ashland
Board, concluding that the MAP Partial Redemption will not constitute a
disguised sale of a partnership interest under Section 707(a)(2)(B) of the
Code; and Miller & Chevalier Chartered delivers a written opinion to
Marathon, in form and substance reasonably satisfactory to the Marathon
Board, concluding that the MAP Partial Redemption does not constitute a
disguised sale of a partnership interest under Section 707(a)(2)(B) of the
Code.

     10. Either:

          (a) The IRS issues a Ruling that the MAP Partial Redemption will
not be treated as a sale or exchange of property between Ashland and MAP
under Section 751(b) of the Code; or

          (b) If the IRS refuses to issue the Ruling described in paragraph
10(a) above, Cravath, Swaine & Moore LLP delivers a written opinion to
Ashland, in form and substance reasonably satisfactory to the Ashland
Board, concluding that the MAP Partial Redemption will not constitute a
sale or exchange of property between Ashland and MAP under Section 751(b)
of the Code; and Miller & Chevalier Chartered delivers a written opinion to
Marathon, in form and substance reasonably satisfactory to the Marathon
Board, concluding that the MAP Partial Redemption does not constitute a
sale or exchange of property between Ashland and MAP under Section 751(b)
of the Code.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2-2.txt
<DESCRIPTION>EXHIBIT 2.2 TAX MATTERS AGREEMENT
<TEXT>
                                                                   EXHIBIT 2.2



                    TAX MATTERS AGREEMENT dated as of March 18, 2004 (the
               "TMA" or "Agreement") among Ashland Inc., a Kentucky
               corporation ("Ashland"), ATB Holdings, Inc., a Delaware
               corporation ("HoldCo"), EXM LLC, a Kentucky limited liability
               company ("New Ashland LLC"), New EXM Inc., a Kentucky
               corporation ("New Ashland Inc."), Marathon Oil Company, an Ohio
               Company ("Marathon Company"), Marathon Oil Corporation, a
               Delaware corporation ("Marathon"), Marathon Domestic LLC, a
               Delaware limited liability company ("Merger Sub") and Marathon
               Ashland Petroleum LLC, a Delaware limited liability company
               owned by Marathon Company and Ashland ("MAP").


          WHEREAS, Ashland is the common parent of an affiliated group of
domestic corporations that has elected to file consolidated Federal income tax
returns.

          WHEREAS, Marathon is the common parent of an affiliated group of
domestic corporations that has elected to file consolidated Federal income tax
returns (the "Marathon Affiliated Group").

          WHEREAS, Ashland and Marathon Company, a wholly-owned subsidiary of
Marathon, own all the limited liability company interests in MAP, which is
treated for Federal income tax purposes as a partnership.

          WHEREAS, Ashland and Marathon and certain of their respective
related parties have entered into the Master Agreement pursuant to which they
have agreed to engage in the transactions contemplated by the Transaction
Agreements and the Ancillary Agreements, as those terms are defined in the
Master Agreement (collectively, the "Transactions").

          WHEREAS, as part of the Transactions, HoldCo will become the common
parent of the Ashland Affiliated Group in a series of steps which are intended
to qualify as a reorganization described in Code Section 368(a)(1)(F) (the "F
Reorganization").

          WHEREAS, as part of the F Reorganization, Ashland will contribute
its Membership Interest and the Acquired Businesses to HoldCo and will merge
with and into New Ashland LLC, which will assume all obligations of Ashland,
including the obligations of Ashland under this TMA (the "F Reorganization
Merger").

          WHEREAS, as part of the Transactions, MAP will redeem a portion of
Ashland's interest in MAP in exchange for a distribution of cash and MAP
accounts receivable, as set forth in the Master Agreement (the "MAP Partial
Redemption").

          WHEREAS, as part of the Transactions, New Ashland LLC will merge
with and into New Ashland Inc., which will assume all obligations of New
Ashland LLC, including the obligations that New Ashland LLC assumed from
Ashland (the "Conversion Merger").


<PAGE>

                                                                             2


          WHEREAS, as part of the Transactions, (i) HoldCo will distribute, to
the former holders of the stock of Ashland, all the stock of New Ashland Inc.
in a transaction intended to qualify as a distribution described in Code
Section 355 (the "Spinoff"), and (ii) HoldCo will merge with and into Merger
Sub in a transaction intended to qualify as a reorganization described in Code
Section 368(a)(1)(A) (the "Acquisition Merger") and as a result of such
merger, HoldCo will cease to exist.

          WHEREAS after the Acquisition Merger, Marathon may cause Merger Sub
to contribute all or a portion of the assets and liabilities that it acquired
in the Acquisition Merger to a newly formed corporation that is a
wholly-owned, direct subsidiary of Merger Sub.

          WHEREAS, immediately after the Spinoff, New Ashland Inc. will be the
common parent of an affiliated group of domestic corporations that elects to
file consolidated Federal income tax returns, which will not include HoldCo
(the "New Ashland Inc. Affiliated Group").

          WHEREAS the parties to this TMA wish to allocate and assign certain
Tax responsibilities, liabilities and benefits among themselves and to provide
for certain other Tax matters.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this TMA, the parties agree as follows:

                                  ARTICLE I

                                  Definitions

          As used in this Agreement, the following terms shall have the
following meaning:

          "Acquired Businesses" means the "Maleic Business" and the "VIOC
Centers", as each such term is defined in the Master Agreement.

          "Acquisition Merger" has the meaning set forth in the ninth WHEREAS
clause of this TMA.

          "affiliate" has the meaning ascribed to such term in the Master
Agreement.

          "affiliated group" means an affiliated group of corporations within
the meaning of Code Section 1504(a) for the taxable period in question.

          "Alternative Ruling" has the meaning set forth in Section 5.01(b) of
this TMA.


<PAGE>


                                                                             3

          "Ashland Affiliated Group" means the affiliated group of domestic
corporations that has elected to file consolidated Federal income tax returns
of which Ashland (and immediately after the F Reorganization, HoldCo) is the
common parent.

          "Ashland Group" means (i) the corporations that are members of the
Ashland Affiliated Group and (ii) the corporations that would be members of
the Ashland Affiliated Group but for the fact that they are not includible
corporations under Code Section 1504(b).

          "Ashland Asbestos Liabilities" means any obligation of Ashland or
any of its present or former subsidiaries (including but not limited to Riley
Stoker Inc.) relating to claims made at any time that are attributable to
allegations of exposure to asbestos on or before the Closing Date with respect
to Residual Business Operations, to the extent that New Ashland Inc. or any
member of the New Ashland Inc. Group is liable for such obligation after the
Closing Date.

          "Ashland Residual Operations Liabilities" means any obligation of
Ashland or any of its present or former subsidiaries that is attributable to
Residual Business Operations or to the HoldCo Businesses, including but not
limited to Ashland Asbestos Liabilities, Ashland Employee Liabilities and
Ashland Environmental Liabilities.

          "Ashland Employee Liabilities" means (i) any obligation of Ashland
or any of its present or former subsidiaries for any Employee Benefit
Obligation to be provided to or on behalf of present or former employees of
Ashland or any such subsidiaries for services that are attributable to
Residual Business Operations or to the HoldCo Businesses, in each case that
are performed on or before the Closing Date, to the extent that New Ashland
Inc. or any member of the New Ashland Inc. Group is liable for such obligation
after the Closing Date and (ii) any obligation pursuant to the exercise of any
Option by any current or former employees of HoldCo Businesses or Residual
Business Operations with respect to the capital stock of Ashland, HoldCo or
New Ashland Inc.

          "Ashland Environmental Liabilities" means any obligation of Ashland
or any of its present or former subsidiaries relating to claims made at any
time for environmental damages or remediation or similar expenses arising from
acts, omissions or conditions occurring or existing on or before the Closing
Date that are attributable to Residual Business Operations or to the HoldCo
Businesses, to the extent that New Ashland Inc. or any member of the New
Ashland Inc. Group is liable for such obligation after the Closing Date.

          "Bankruptcy Event" means, with respect to any Person, the occurrence
or existence of any of the following events or conditions: such Person (1) is
dissolved (other than the dissolution of a transferor in connection with a
transfer to a successor as contemplated by Section 10.14); (2) admits in
writing its inability generally to pay its debts; (3) makes a general
assignment for the benefit of its creditors; (4) institutes or has instituted
against it a proceeding seeking a judgment of insolvency or bankruptcy or any


<PAGE>


                                                                             4


similar relief under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or a petition is presented for its winding up or
liquidation and, in the case of any such proceeding or petition instituted or
presented against it, such proceeding or petition (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for similar relief or the
making of an order for its winding up or liquidation or (B) is not dismissed
or discharged within 60 days of the institution or filing thereof; (5) has a
resolution passed by its Board of Directors for its winding up or liquidation
(other than the winding up or liquidation of a transferor in connection with a
transfer to a successor as contemplated by Section 10.14); (6) consents to, or
becomes subject to an order or judgment providing for, the appointment of an
administrator, receiver, trustee, custodian or other similar official for it
or for all or substantially all its assets and, in the case of an order or
judgment, such judgment or order is not dismissed, discharged, stayed or
restrained in each case within sixty (60) days of the entry or making thereof;
or (7) takes any action in furtherance of, or expressly indicates its consent
to, approval of, or acquiescence in, any of the foregoing.

          "Bankruptcy Party" has the meaning set forth in Section 8.02(c) of
this TMA.

          "Bankruptcy Tax Claims" has the meaning set forth in Section 8.02(c)
of this TMA.

          "Basket One Amount" has the meaning set forth in Section 5.02(b)(i)
of this TMA.

          "Basket One Cap" has the meaning set forth in Section 5.02(b)(ii)(C)
of this TMA.

          "Basket One Cap Base Amount" has the meaning set forth in Section
5.02(b)(ii)(C).

          "Basket One Cap Carryforward" has the meaning set forth in Section
5.02(b)(ii)(C) of this TMA.

          "Basket One Deductions" has the meaning set forth in Section
5.02(b)(ii)(B) of this TMA.

          "Basket One Tax Rate" has the meaning set forth in Section
5.02(b)(ii)(A) of this TMA.

          "Basket Two Amount" has the meaning set forth in Section 5.02(c)(i)
of this TMA.

          "Basket Two Carryovers" has the meaning set forth in Section
5.02(c)(ii)(B) of this TMA.

          "Basket Two Deductions" has the meaning set forth in Section
5.02(c)(ii)(A) of this TMA.


<PAGE>

                                                                             5


          "Closing" and Closing Date" have the meanings set forth in the
Master Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Conversion Merger" has the meaning set forth in the eighth WHEREAS
clause of this TMA.

          "Employee Benefit Obligation" means any obligation (whether current
or deferred) for any compensation, pension, severance payment, medical,
retirement or disability benefit, life insurance or any similar employee
benefit.

          "Escrow" means the escrow created under the Escrow Agreement.

          "Escrow Agreement" has the meaning set forth in Section 6.02(a) of
this TMA.

          "Escrow Threshold" has the meaning set forth in Section
6.02(c)(i)(B) of this TMA.

          "Extraordinary Events" means (i) unforeseen funding requirements
resulting from damage to MAP properties by storm, fire, or similar
catastrophic events, or (ii) unforeseen expenditures that are mandated by law,
regulation or administrative ruling, in each case that are promulgated after
the Closing Date.

          "F Reorganization Merger" has the meaning set forth in the sixth
WHEREAS clause of this TMA.

          "Federal Tax Benefit Payments" has the meaning set forth in Section
5.02(a)(i) of this TMA.

          "Final Determination" means the final resolution of liability for
any Tax for any taxable period by or as a result of: (i) a final and
unappealable decision, judgment, decree or other order by any court of
competent jurisdiction; (ii) a final closing agreement or accepted offer in
compromise under Code Sections 7121 or 7122, or a comparable agreement under
the laws of any other jurisdiction, which resolves the entire Tax liability
for the entire taxable period; (iii) a duly executed IRS Form 870 or 870-AD
(or any successor forms thereto), on the date such form is effective, or by a
comparable form under the laws of other jurisdictions; except that a Form 870
or 870-AD or comparable form that reserves (whether by its terms or by
operation of law) the right of the taxpayer to file a claim for Refund and/or
the right of the Tax Authority to assert a further deficiency shall not
constitute a Final Determination with respect to the right so reserved; (iv)
any allowance of a Refund or credit in respect of an overpayment of such Tax,
but only after the expiration of all periods during which such Refund may be
recovered (including by way of offset) by the jurisdiction imposing such Tax;
(v) the execution of a closing agreement with respect to a pre-filing
agreement described in Rev. Proc. 2001-22, or (vi) any other final disposition
by reason of the expiration of the applicable statute of limitations or by
mutual agreement of the parties hereto.

<PAGE>

                                                                             6

          "Fully Funded" has the meaning set forth in Section 6.02(c)(i)(A) of
this TMA.

          "HoldCo Businesses" means the Acquired Businesses and the JV
Interests.

          "Income Taxes" means any Taxes imposed on or determined by reference
to gross or net income or profits or any other measure of income or profits.

          "Independent Entity" has the meaning set forth in Section 9.01 of
this TMA.

          "Inflation Factor" means the U.S. GDP Implicit Price Deflator, which
shall be applied annually to adjust prices to constant dollar amounts
beginning with the calendar year following the year of the Closing Date.

          "IRS" means the U.S. Internal Revenue Service.

          "JV Interests" means the "Membership Interest" and the "LOOP/LOCAP
Interests", as each such term is defined in the Master Agreement.

          "JV Entities" means the entities wholly or partially owned, directly
or indirectly, through the ownership of the JV Interests.

          "Master Agreement" means the Master Agreement dated as of the date
of this Agreement, among Ashland, HoldCo, New Ashland LLC, New Ashland Inc.,
Marathon, Marathon Company, Merger Sub and MAP.

          "Marathon Affiliated Group" has the meaning set forth in the second
WHEREAS clause of this TMA.

          "Marathon Group" means (i) the corporations that are members of the
Marathon Affiliated Group and (ii) the corporations that would be members of
the Marathon Affiliated Group but for the fact that they are not includible
corporations under Code Section 1504(b), including in both cases, beginning on
the day after the Closing Date, former members of the Ashland Group that
become members of the Marathon Group by reason of the Acquisition Merger.

          "Marathon Tax Matter" means any Tax Item arising from or related to
the ownership or operation of HoldCo or the HoldCo Businesses attributable to
a Post-Closing Period.

          "MAP LLC Agreement" means the Amended and Restated Limited Liability
Company Agreement of MAP, dated as of December 31, 1998, as amended to the
date of this TMA.

          "Net Deduction Method" means, with respect to Specified Liability
Deductions, the deduction of such amounts as they are accrued and recognized
under the accrual method of accounting, net of actual and anticipated
insurance recoveries



<PAGE>

                                                                             7

determined under the accrual method of accounting, in each case applied
consistently from year to year.

          "New Ashland Inc. Affiliated Group" has the meaning set forth in the
eleventh WHEREAS clause of this TMA.

          "New Ashland Inc. Group" means (i) the corporations that are members
of the New Ashland Inc. Affiliated Group and (ii) the corporations that would
be members of the New Ashland Inc. Affiliated Group but for the fact that they
are not includible corporations under Code Section 1504(b).

          "New Ashland Inc. Tax Matter" means any Tax Item (i) arising during
a Pre-Closing Period or (ii) from or related to a Post-Closing Period that is
not a Marathon Tax Matter.

          "Non-Bankruptcy Party" has the meaning set forth in Section 8.02(c)
of this TMA.

          "Non-Federal Tax Benefit Payment" has the meaning set forth in
Section 5.02(a)(i) of this TMA.

          "Option" means any compensatory stock option, stock appreciation
right, restricted stock or similar instrument.

          "Other Taxes" means any Taxes other than Income Taxes.

          "Pass-Though Items" mean any Tax Items that are passed through to,
and reportable on the Tax Returns of, one or more of the owners of MAP or any
other JV Entity and that could result in an increase or decrease in any such
owner's liability for Taxes.

          "Post-Closing Period" means any taxable period, and in the case of a
Straddle Period the portion of any such period, beginning after the Closing
Date.

          "Pre-Closing Period" means the Pre-Closing Taxable Periods, and the
portion of any Straddle Period ending on the Closing Date.

          "Pre-Closing Taxable Period" means any taxable period ending on or
before the Closing Date.

          "Refund" means any refund of Taxes, including any reductions of
Taxes paid or payable by means of credits, offsets or otherwise.

          "Residual Business Operations" means former business operations of
Ashland or any current or former member of the Ashland Group, in each case
determined as of the date of this Agreement, that will not be transferred or
deemed to be transferred to New Ashland Inc. pursuant to the Conversion
Merger.


<PAGE>


                                                                             8


          "Section 355(e) Taxes" means any Taxes, arising in any taxable
period, resulting from the application of Code Section 355(e) to the Spinoff.

          "Specified Liability Deductions" means the amount, in any taxable
period, allowable as deductible expenses for Federal income tax purposes in
respect of Ashland Residual Operations Liabilities (after applying the
applicable limitations, if any, under Code Sections 382 and 384 and Treasury
Regulation Section 1.1502-15).

          "Spinoff" has the meaning set forth in the ninth WHEREAS clause of
this TMA.

          "Straddle Period" means any taxable period that includes, but does
not end on, the Closing Date.

          "subsidiary" has the meaning ascribed to such term in the Master
Agreement.

          "Tax" or "Taxes" means all forms of taxation imposed by any federal,
state, local or foreign jurisdiction (including any subdivision and any
revenue agency of such a jurisdiction), including without limitation net
income, gross income, alternative minimum, sales, use, ad valorem, gross
receipts, value added, franchise, license, transfer, withholding, payroll,
employment, excise, severance, stamp, property, custom duty, taxes or
governmental charges, together with any related interest, penalties or other
additional amounts imposed by any federal, state, local or foreign
jurisdiction (including any subdivision and any revenue agency of such a
jurisdiction), and including all liability for or in respect of any of the
foregoing as a result of being a member of a consolidated or similar group or
a partner in an entity treated as a partnership or other pass-through entity
for Tax purposes or as a result of any tax sharing or similar contractual
agreement.

          "Tax Authority" means any federal, state, local or foreign
jurisdiction (including any subdivision and any revenue agency of such a
jurisdiction) imposing Taxes and the agency, if any, charged with the
collection of such Taxes for such authority.

          "Tax Benefit" means any item of loss, deduction, credit, or any
other Tax Item that decreases Taxes paid or payable.

          "Tax Benefit Payments" has the meaning set forth in Section
5.02(a)(i) of this TMA.

          "Tax Certificate" means any letter or certificate that is referred
to in, and forms a basis for, a Tax Opinion.

          "Tax Claim" has the meaning set forth in Section 8.02(a)(i) of this
TMA.

          "Tax Detriment" means any item of income, gain, recapture of credit
or any other Tax Item that increases Taxes paid or payable, or any reduction
in or limitation

<PAGE>


                                                                             9


of, any Tax Item due to the application of Code Sections 382, 384 or Treasury
Regulation Section 1.1502-15.

          "Tax Item" means any item of income, gain, loss, deduction, credit,
recapture of credit, or other similar item, that may have the effect of
increasing or decreasing any Tax paid or payable, including any adjustment to
tax basis or any adjustment under Code Section 481.

          "Tax Loss" means the increase in Tax paid or payable to the relevant
Tax Authority (or, without duplication, the reduction in any Refund)
attributable to a Tax Detriment.

          "Tax Opinion" means the opinions of Cravath, Swaine & Moore LLP and
Miller & Chevalier Chartered concerning certain Federal income tax issues
related to the Transactions to be delivered to Ashland and Marathon,
respectively, pursuant to Section 10.01(f) of the Master Agreement.

          "Tax Return" means any return, filing, questionnaire, information
statement, or other document required to be filed, including amended returns
that may be filed for any period or portion thereof with any Tax Authority in
connection with any Tax (whether or not a payment is required to be made with
respect to such filing).

          "Tax Ruling" means the IRS private letter ruling received in
response to the Tax Ruling Request.

          "Tax Ruling Request" means the private letter ruling request that
will be filed with the IRS by Ashland and Marathon with respect to the
Transactions, together with all exhibits, appendices, and supplements to that
filing.

          "Tax Savings" means the decrease in Tax paid or payable to the
relevant Tax Authority (or, without duplication, the increase in any Refund)
attributable to a Tax Benefit.

          "Tax Structure" means the manner, order or form in which the
Transactions (currently as contemplated or as amended prior to the Closing)
are effected pursuant to the Master Agreement or any Transaction Agreement.

          "Transactions" has the meaning set forth in the fourth WHEREAS
clause of this TMA.

          "Transaction Taxes" means Taxes, other than Transfer Taxes, of any
member of the Ashland Group for any Pre-Closing Period or the New Ashland Inc.
Group or the Marathon Group for any taxable period resulting from, or arising
in connection with any portion of the Transactions; for the avoidance of
doubt, Transaction Taxes includes Section 355(e) Taxes.

          "Transfer Taxes" has the meaning set forth in Section 2.03 of this
TMA.


<PAGE>

                                                                            10



          "Valvoline" means the active trade or business conducted by the
business division of Ashland (and immediately following the Transactions, of
New Ashland Inc.) of the same name.

          All capitalized terms used but not defined in this TMA shall have
the meanings ascribed to such terms in the Master Agreement.

                                  ARTICLE II

                          Indemnification for Taxes

          SECTION 2.01. General. (a) Indemnification by New Ashland Inc.
Except as otherwise provided in Sections 2.03, 2.04, 2.05 and Articles V and
VI of this TMA, New Ashland Inc. and each member of the New Ashland Inc. Group
shall be liable for, shall indemnify each member of the Marathon Group
against, and shall be entitled to all Refunds of, less reasonable
out-of-pocket costs and expenses incurred in connection with such Refund, (i)
all Taxes for all Pre-Closing Periods of each member of the Ashland Group and
the Acquired Businesses; (ii) all Taxes for all Post-Closing Periods that are
imposed on or collected from any member of the Marathon Affiliated Group as a
transferee of or successor to HoldCo, pursuant to any law, rule or regulation,
imposed on taxable income or gain that is attributable, in whole or in part,
to events or transactions that occur on or before the Closing Date but that is
recognized for tax purposes in a Post-Closing Period as a result of the
installment method of accounting, completed contract method of accounting, the
long-term contract method of accounting, the recapture of a dual consolidated
loss, Section 481 of the Code (other than any such Taxes imposed by reason of
a change in accounting method by HoldCo or a successor to HoldCo made or
applied for by Marathon or a Member of the Marathon Group after the Closing
Date, unless such change was contemplated by this TMA, or made or applied for
by New Ashland Inc. or a member of the New Ashland Inc. Group, or made by
Marathon with New Ashland Inc.'s consent, or required as a condition of the
Transactions by the Tax Ruling or otherwise), or other provisions of Federal,
state, local or foreign tax law that have a similar effect and all Taxes
attributable to the adoption by HoldCo of the Net Deduction Method with
respect to Specified Liability Deductions; (iii) all Taxes for all taxable
periods of each member of the New Ashland Inc. Group; (iv) all Taxes imposed
on any member of the Marathon Group with respect to insurance recoveries
received by any member of the New Ashland Inc. Group that are attributable to
Residual Business Operations; (v) all Taxes for which any current or former
member of the Ashland Group or the New Ashland Inc. Group is liable under
Treasury Regulation Section 1.1502-6 (or any analogous provision of state,
local or foreign law); (vi) all Taxes payable by Ashland or HoldCo that are
attributable to Pass-Through Items of MAP or any other JV Entity with respect
to any Pre-Closing Period; (vii) all Transaction Taxes; and (viii) all Tax
Losses of any member of the Marathon Group resulting from the failure by any
member of the Ashland Group or the New Ashland Inc. Group, as the case may be,
to use a consistent position as described in the last sentence of Section 3.04
of this TMA.


<PAGE>

                                                                            11


          (b) Indemnification by Marathon. Except as otherwise provided in
Sections 2.03, 2.04, 2.05 and Articles V and VI of this TMA, Marathon and each
member of the Marathon Group shall be liable for, and shall indemnify each
member of the New Ashland Inc. Group against, and shall be entitled to all
Refunds of, less reasonable out-of-pocket costs and expenses incurred in
connection with such Refund, (i) all Taxes for all taxable periods of each
member of the Marathon Group, other than as a successor to or transferee of a
former member of the Ashland Affiliated Group by reason of the Acquisition
Merger, and (ii) all Taxes for all taxable periods that are imposed on and
payable by MAP or any JV Entities.

          SECTION 2.02. Apportionment of Items for Straddle Periods. (a)
Taxes. Taxes and Refunds of any entity or with respect to the Acquired
Businesses for any Straddle Period shall be apportioned between the
Pre-Closing Period and the Post-Closing Period on the basis of a "closing of
the books" as of the end of the Closing Date, provided that Other Taxes that
are not based on revenues, sales or a similar measure shall be apportioned
between the Pre-Closing Period and the Post-Closing Period based on the number
of days of the relevant taxable period that are in the Pre-Closing Period and
the Post-Closing Period respectively.

          (b) Apportionment of Pass-Through Items of MAP and certain other JV
Entities. For purposes of determining the Taxes payable by the owner of a JV
Interest in MAP or any other JV Entity that is treated for purposes of the
relevant Tax as a pass-through entity, the Pass-Through Items for any Straddle
Period of such JV Entity shall be apportioned between the Pre-Closing Period
and the Post-Closing Period on the basis of a "closing of the books" as of the
end of the Closing Date in accordance with Code Section 706(c)(2)(A) and
Treasury Regulation Section 1.706-1(c)(2)(i) (or corresponding principles of
state, local or foreign laws, rules or regulations); provided that Other Taxes
of MAP or such JV Entity that are not based on revenues, sales or a similar
measure shall be apportioned between the Pre-Closing and the Post-Closing
Period based on the number of days of the relevant taxable period that are in
the Pre-Closing Period and the Post-Closing Period respectively.

          SECTION 2.03. Transfer Taxes. New Ashland Inc. shall be liable for,
shall indemnify each member of the Marathon Group against, and shall be
entitled to retain all Refunds of, less reasonable out-of-pocket costs and
expenses incurred in connection with such Refund, all transfer, documentary,
sales, use, registration and similar Taxes and related fees incurred in
connection with the Transactions (collectively "Transfer Taxes"). New Ashland
Inc., with Marathon's cooperation, shall timely prepare and file all Tax
Returns relating to Transfer Taxes as may be required to comply with the
provisions of such Tax laws.

          SECTION 2.04. Certain Transaction Taxes. Marathon shall be liable
for, shall indemnify each member of the New Ashland Inc. Group against, and
shall be entitled to retain all Refunds of, less reasonable out-of-pocket
costs and expenses incurred in connection with such Refund, any Transaction
Taxes to the extent that such Taxes are primarily attributable to:


<PAGE>

                                                                            12


          (a) any inaccurate, written representation or warranty of fact or
     intent specifically made by, or specifically attributed to, any member of
     the Marathon Group (other than HoldCo) in the Tax Ruling Request, the Tax
     Ruling or a Tax Certificate and that is specified on Schedule 2.04
     attached hereto (as amended from time to time by the unanimous agreement
     of Marathon and Ashland).

          (b) any breach by any member of the Marathon Group of a covenant in
     Section 7.03(b) of this TMA,

unless such Transaction Taxes would have been imposed without regard to such
inaccuracy or breach.


          SECTION 2.05. Gain Recognition Agreement Taxes. Each member of the
New Ashland Inc. Group shall comply with the terms of any Section 367 "gain
recognition agreement" executed by a member of the Ashland Group during a
Pre-Closing Period, including, without limitation, by including the gain, if
any, required to be recognized pursuant to the terms of any such agreement (or
by virtue of the application of any provision of Treasury Regulation Section
1.367(a)-8) and the payment of any Tax that is required to be paid pursuant to
Treasury Regulation Section 1.367(a)-8(b)(3). If a Tax Authority determines
that any member of the Ashland Group or the New Ashland Inc. Group has failed
to comply with the terms of any such agreement or any provision of Treasury
Regulation Section 1.367(a)-8, the New Ashland Inc. Group shall be liable for
any resulting liability for Taxes and each member of the New Ashland Inc.
Group shall indemnify each member of the Marathon Group against any such Tax
liability.

                                 ARTICLE III

                     Preparation and Filing of Tax Returns

          SECTION 3.01. Preparation and Filing of Original Tax Returns. (a)
Ashland (before the F Reorganization Merger), and New Ashland Inc. LLC and New
Ashland Inc. (after the F Reorganization Merger), shall prepare and file, or
cause to be prepared and filed, all Tax Returns (i) of each member of the
Ashland Group (including any Tax Returns related to the Acquired Businesses)
for all Pre-Closing Periods, (ii) of each member of the New Ashland Inc. Group
for all taxable periods and (iii) that it is required to file pursuant to
Section 3.02. Ashland and New Ashland Inc., as the case may be, shall timely
pay all Taxes with respect to such Tax Returns.

          (b) On or before the first date following the Closing Date on which
the Ashland Group or the New Ashland Inc. Group is required to make a payment
of actual or estimated Federal income tax for the taxable year in which the
Closing Date occurs or the succeeding taxable year, New Ashland Inc. shall
make, or cause to be made, a payment of actual or estimated Federal income tax
that includes an amount equal to the estimated liability for Section 355(e)
Taxes. At least 20 days prior to making such payment, New Ashland Inc. shall
prepare and deliver to Marathon a schedule setting forth New Ashland Inc.'s
calculation of the estimated amount of the Section 355(e)

<PAGE>


                                                                            13


Taxes. If Marathon, within 10 business days after delivery of any such
schedule, notifies New Ashland Inc. in writing that it objects to the
calculations, which notice shall specify in reasonable detail the basis for
the dispute, both parties shall attempt in good faith to resolve the dispute
and, if they are unable to do so, the disputed items shall be resolved within
a reasonable time by a mutually acceptable certified public accounting firm.
New Ashland Inc.'s calculation of its actual or estimated Federal income tax
payment under this Section 3.01(b) shall take into account the resolution of
the disputed items.

          (c) Marathon shall prepare and file, or cause to be prepared and
filed, all Tax Returns (i) of former members of the Ashland Group and
successors thereof that become members of the Marathon Group by reason of the
Acquisition Merger for all Post-Closing Periods, (ii) of each other member of
the Marathon Group for all taxable periods, and (iii) that it is required to
prepare and file pursuant to Section 3.02. Marathon shall timely pay all Taxes
with respect to such Tax Returns.

          (d) MAP shall prepare and file, or cause to be prepared and filed,
all Tax Returns of MAP and its subsidiaries for any Pre-Closing Period and any
Straddle Period, and such Tax Returns shall be prepared and filed in a manner
consistent with past practice and in accordance with the MAP LLC Agreement as
in effect immediately prior to the Closing.

          SECTION 3.02. Straddle Period Tax Returns. (a) Following the Closing
Date, Marathon and New Ashland Inc. shall meet and prepare a written schedule
that allocates the responsibility for preparing and filing Straddle Period Tax
Returns in each jurisdiction of former members of the Ashland Group and
successors thereof that become members of the Marathon Group by reason of the
Acquisition Merger. If the parties are unable to agree, the party with the
most substantial presence in the jurisdiction, taking into account their
respective assets or businesses, shall have preparation and filing
responsibility. If Marathon and New Ashland Inc. are not able to agree upon
the party with the most substantial presence in a jurisdiction within 60 days
after the Closing Date, the preparation and filing responsibility for the
disputed jurisdictions shall be determined by a mutually acceptable certified
public accounting firm. The filing party shall timely pay all Taxes with
respect to such Straddle Period Tax Returns.

          (b) For each Straddle Period Tax Return described in Section 3.01(a)
of this TMA that includes any Marathon Tax Matter, Marathon shall promptly
prepare and provide to New Ashland Inc. any information or documentation
reasonably requested by New Ashland Inc. to facilitate the preparation and
filing of such Tax Return. For each Straddle Period Tax Return described in
Section 3.01(c) of this TMA that includes any New Ashland Inc. Tax Matter, New
Ashland Inc. shall promptly prepare and provide to Marathon any information or
documentation reasonably requested by Marathon to facilitate the preparation
and filing of such Tax Return.

          (c) All Straddle Period Tax Returns shall be submitted to the other
party not later than 30 days prior to the due date, including extensions, for
the filing of such Tax Returns (or if such due date is within 45 days
following the Closing Date, as promptly as practicable following the Closing
Date). Such other party shall have


<PAGE>

                                                                            14

the right to review such Tax Returns and to review all workpapers and
procedures used to prepare any such Tax Return. If the nonfiling party, within
10 business days after delivery of any such Tax Return, notifies the filing
party in writing that it objects to any of the Tax Items in such Tax Return,
both parties shall attempt in good faith to resolve the dispute and, if they
are unable to do so, the disputed items shall be resolved within a reasonable
time, taking into account the deadline for filing such Tax Return, by a
mutually acceptable certified public accounting firm. Upon resolution of all
such Tax Items, the filing party shall file the relevant Straddle Period Tax
Return on that basis. The accounting firm shall treat all Tax Returns of the
parties as confidential, and shall not reveal any information contained in, or
any part of, the Tax Returns of one party to the other without prior written
consent. The costs, fees, and expenses of such certified public accounting
firm shall be borne equally by Marathon and New Ashland Inc.

          (d) Marathon and New Ashland Inc., as the case may be, shall provide
the other party with a calculation and determination of the amount of the
Straddle Period Taxes that are included in any returns filed by the other
party under Sections 3.01(a) and 3.01(c) of this TMA. In the absence of a
Final Determination, all such determinations shall be prepared in a manner
consistent with past practice. If either party disputes such a determination,
it may make a written request that the other party obtain written confirmation
from a mutually acceptable certified public accounting firm that the
determination is consistent with the preceding sentence. If the accounting
firm issues a confirmation, then such determination shall be binding upon the
parties. If the accounting firm does not issue a confirmation, then the
determination in the returns shall be amended to permit a confirmation to be
issued by the accounting firm in respect of the amended determination. If a
dispute is not resolved prior to the due date of a Tax Return, the Tax Return
shall be filed in accordance with the determination made by the filing party,
and both parties hereby agree to file or cause to be filed an amended Tax
Return, if necessary, reflecting the resolution of the issue by the accounting
firm. The accounting firm shall treat all Tax Returns of the parties as
confidential, and shall not reveal any information contained in, or any part
of, the Tax Returns of one party to the other without prior written consent.
The costs, fees, and expenses of such certified public accounting firm shall
be borne equally by Marathon and New Ashland Inc.

          SECTION 3.03. Amended Tax Returns. (a) New Ashland Inc. shall be
entitled to amend any Tax Return described in Section 3.01(a) of this TMA;
provided that, to the extent that such an amendment with respect to a Straddle
Period Tax Return adversely affects any Marathon Tax Matter or would result in
a Tax Detriment to Marathon, such amendment may not be made without the prior
written consent of Marathon, which may not be unreasonably withheld or
delayed. New Ashland Inc. may request that Marathon amend any Straddle Period
Tax Return described in Section 3.01(c) of this TMA that Marathon is obligated
to file, but only to the extent that such amendment affects a New Ashland Inc.
Tax Matter; provided that such an amendment shall be filed only with the prior
written consent of Marathon, which may not be unreasonably withheld or
delayed.

          (b) Marathon shall be entitled to amend any Tax Return described in
Section 3.01(c) of this TMA; provided that, to the extent that such an
amendment with

<PAGE>


                                                                            15

respect to a Straddle Period Tax Return adversely affects any New Ashland Inc.
Tax Matter or would result in a Tax Detriment to New Ashland Inc., such
amendment may not be made without the prior written consent of New Ashland
Inc., which may not be unreasonably withheld or delayed. Marathon may request
that New Ashland Inc. amend any Straddle Period Tax Return described in
Section 3.01(a) of this TMA, but only to the extent that such amendment
affects a Marathon Tax Matter or a Tax Item that could result in a Tax
Detriment to Marathon; provided that such an amendment shall be filed only
with the prior written consent of New Ashland Inc., which may not be
unreasonably withheld or delayed.

          (c) MAP shall not, and Marathon shall not permit MAP to, amend any
Tax Return of MAP or any of its subsidiaries for any Pre-Closing Period or any
Straddle Period if such amendment would result in a Tax Detriment to New
Ashland Inc. without the prior written consent of New Ashland Inc., which may
not be unreasonably withheld or delayed.

          (d) In the event that a party refuses to consent to an amendment to
a Tax Return to which such consent is required pursuant to this Section 3.03
and the parties are unable to resolve their disagreements after good faith
attempts to do so, the parties shall engage a mutually acceptable certified
public accounting firm to estimate the present value of the realizable Tax
Savings of the amendment to the party proposing such amendment and the present
value of the realizable Tax Loss of the amendment to the party withholding its
consent to such amendment. If the accounting firm determines that the present
value of such estimated Tax Savings exceeds the present value of such
estimated Tax Loss, the party proposing such amendment shall be entitled to so
amend the applicable Tax Return, provided that such party agrees to pay to the
party withholding its consent an amount equal to the present value of any such
Tax Loss. The accounting firm shall treat all Tax Returns of the parties as
confidential, and shall not reveal any information contained in, or any part
of, the Tax Returns of one party to the other without prior written consent.
The fees and expenses of the accounting firm shall be borne by the party
proposing such amendment.

          SECTION 3.04. Manner of Preparation and Filing. All Tax Returns, and
amendments thereto, described in this Article III shall be filed on a timely
basis by the party responsible for filing such Tax Returns under this
Agreement. Except as provided in this Section 3.04, Section 5.01(b) and
Section 7.03, and except as otherwise required by a Final Determination, all
Tax Returns, and amendments thereto, shall be prepared and filed in a manner
consistent with the provisions of this TMA, the Tax Ruling Request, the Tax
Ruling, and the Tax Opinion. If any Tax Return of a member of the Ashland
Group or the New Ashland Inc. Group (including any Tax Return related to the
Acquired Businesses) for any Pre-Closing Period or any Straddle Period is
prepared and filed in a manner inconsistent with the elections (other than
elections relating to carrybacks and carryforwards described in Section 4.01),
accounting methods, conventions and principles of taxation used for the most
recent taxable period of members of the Ashland Group or New Ashland Inc.
Group, as the case may be, for which Tax Returns involving similar Tax Items
have been filed, New Ashland Inc. and each member of the New Ashland Inc.
Group shall indemnify each member of the Marathon Group against all Tax

<PAGE>


                                                                            16


Detriments and reductions in Tax Benefits that result from the failure to use
a consistent position as provided in Section 2.01(a) of this TMA and shall pay
to Marathon the amount of any resulting Tax Loss within 30 days of the date of
that such Tax Loss is considered to arise under the principles of Section
4.01(c) below.

          SECTION 3.05. Agent for Filing Tax Returns. (a) Subject to Section
8.02(c), Marathon, Ashland and HoldCo each hereby designates New Ashland Inc.
as its agent to take any and all actions necessary or incidental to the
preparation and filing by New Ashland Inc. of any Tax Return described in
Section 3.01(a). In addition, Ashland and HoldCo agree that they shall
designate 565 Corporation as the "substitute agent" (as such term is used in
Treasury Regulation Section 1.1502-77(d)) for the Ashland Affiliated Group.
Marathon shall take any and all actions necessary or incidental to obtain the
approval of such designation by the IRS.

          (b) Marathon shall be the "Tax Matters Partner" (as defined under
Code Section 6231(a)(7)) of MAP for all Pre-Closing Periods and all
Post-Closing Periods and shall manage the audits of MAP conducted by the IRS
or any other Tax Authority.

          SECTION 3.06. Payments And Refunds. (a) To the extent that Marathon
is responsible for filing Straddle Period or other Tax Returns that include
Taxes for which New Ashland Inc. has indemnified Marathon, New Ashland Inc.
shall pay to Marathon the amount of any such Taxes two days prior to the due
date of the Tax Return. To the extent that New Ashland Inc. is responsible for
filing Straddle Period or other Tax Returns that include Taxes for which
Marathon has indemnified New Ashland Inc., Marathon shall pay to New Ashland
Inc. the amount of any such Taxes two days prior to the due date of such Tax
Return.

          (b) At any time, either party in its sole discretion may make a
payment to a Tax Authority with respect to Straddle Period Tax Return to stop
the running of interest in whole or in part. The paying party shall provide
the other party with a calculation and determination of the amount of
non-paying party's share of such payment and the non-paying party shall pay
such amount to the paying party within two days after receipt of such notice.

          (c) To the extent that Marathon receives a Refund of Taxes for which
New Ashland Inc. has indemnified Marathon, Marathon shall pay to New Ashland
Inc. the amount of such Refund (including any interest received by Marathon)
within ten days. To the extent that New Ashland Inc. receives a Refund of
Taxes for which Marathon has indemnified New Ashland Inc., New Ashland Inc.
shall pay to Marathon the amount of such Refund (including any interest
received by New Ashland Inc.) within ten days.

                                  ARTICLE IV

                      Certain Tax Items and Tax Positions

          SECTION 4.01. Carrybacks and Carryforwards. (a) To the extent
permissible by the applicable Tax law, Marathon shall cause each member of the


<PAGE>

                                                                            17


Marathon Group (including former members of the Ashland Group) not to
carryback any Tax Item attributable to a Post-Closing Tax Period to a
Pre-Closing Tax Period of a member of the Ashland Group or of the New Ashland
Inc. Group. To the extent that Marathon is not permitted by applicable law to
forgo such carryback and requests that New Ashland Inc. obtain a Refund of Tax
with respect to such carryback, then New Ashland Inc. shall take all
reasonable measures to obtain a Refund with respect to the carryback
(including by filing an amended return) and shall pay to Marathon the Tax
Savings realized by any member of the New Ashland Inc. Group by reason of such
carryback, including any interest received thereon (provided, further, that
the out-of-pocket costs associated with claiming any such carryback shall be
borne by Marathon). To the extent that a carryback of a Tax Item attributable
to a Post-Closing Tax Period to a Pre-Closing Tax Period of a member of the
New Ashland Inc. Group (including a former member of the Ashland Group)
results in a Tax Detriment to any member of the New Ashland Inc. Group (or
former member of the Ashland Group), Marathon shall pay to New Ashland Inc.
the Tax Loss realized by the New Ashland Inc. Group by reason of such
carryback.

          (b) To the extent permissible by the applicable Tax law, with
respect to any Tax Item attributable to a Pre-Closing Tax Period that may be
carried forward to a Post-Closing Tax Period of a member of the Marathon Group
(including a former member of the Ashland Group), New Ashland Inc. shall cause
each member of the New Ashland Inc. Group or of the Ashland Group to carry
back any such Tax Item and not to carry forward any such Tax Item to such a
Post-Closing Tax Period of a member of the Marathon Group (including a former
member of the Ashland Group). To the extent that New Ashland Inc. is not
permitted by applicable law to carry back such Tax Item or to forgo such carry
forward of such Tax Item and requests that Marathon obtain a Refund, reduction
or offset of Tax with respect to such carry forward, then Marathon shall take
all reasonable measures to obtain such a Refund, reduction or offset with
respect to the carry forward (including by filing an amended return) and shall
pay to New Ashland Inc. the Tax Savings realized by any member of the Marathon
Group by reason of such carry forward, including any interest received thereon
(provided, further, that the out-of-pocket costs associated with claiming any
such carryforward shall be borne by New Ashland Inc.). To the extent that a
carry forward of a Tax Item, including without limitation, a foreign oil
extraction loss as defined in Code Section 907(c), attributable to a
Pre-Closing Tax Period to a Post-Closing Tax Period of a member of the
Marathon Group (including a former member of the Ashland Group) results in a
Tax Detriment to any member of the Marathon Group, New Ashland Inc. shall pay
to Marathon the Tax Loss realized by the Marathon Group by reason of such
carry forward.

          (c) A party shall be considered to realize a Tax Savings with
respect to a Tax Benefit, or a Tax Loss with respect to a Tax Detriment, to
the extent, and only to the extent, that the amount of Taxes it is actually
required to pay to the applicable Tax Authority for a taxable period is
-decreased or increased (respectively) from the amount of Taxes it would have
actually been required to pay to such Tax Authority for such taxable period in
the absence of such Tax Benefit or Tax Detriment. Such Tax Savings or Tax Loss
shall be considered to arise at the time that such party's decreased or
increased payment (respectively) for such taxable period is first due or
otherwise actually realized


<PAGE>


                                                                            18


as a change in the amount of Tax or Refund, reductions or credit of Tax then
due and payable. If any party is considered under subsection (a) or (b) of
this Section 4.01 to realize a Tax Savings for which it is required to make a
payment, or Tax Loss with respect to which the other party is required to make
a payment, the party required to make such payment shall make such payment
within 30 days of the date such Tax Savings or Tax Loss is considered to
arise.

          (d) For purposes of this Section 4.01, a Tax Item is deemed to be
attributable to the taxable period in which it first accrued or was otherwise
taken into account for Tax purposes. For the avoidance of doubt, a net
operating loss, foreign tax credit or similar Tax Item is deemed to be
attributable to the taxable period in which the loss, foreign tax or
equivalent event giving rise to such Tax Item first accrued or was otherwise
taken into account for Tax purposes.

          SECTION 4.02. Special Allocation of Certain Deductions. Ashland and
Marathon Company shall execute and deliver an amendment to the MAP LLC
Agreement, in the form attached hereto as Exhibit A, that shall specially
allocate to Marathon Company any Pass-Through Items that would be allocable to
New Ashland Inc. in the absence of such amendment and that are attributable to
a payment that is (1) described in Section 12.01(d)(vii) of the Master
Agreement, which results in a special non-pro rata distribution to Ashland, or
(2) made with respect to the St. Paul Park QQQ Project or the Plains
Settlement (as both are described in Section 9.09 of the Master Agreement). If
any such payment produces a Tax Benefit for any member of the New Ashland Inc.
Group, then New Ashland Inc. shall pay to Marathon the amount of any resulting
Tax Savings actually realized by such member of the New Ashland Inc. Group
within 30 days of the date that such Tax Savings is realized. Such Tax Savings
shall be considered to be realized by a member of the New Ashland Inc. Group
or the Marathon Group, as the case may be, pursuant to the principles of
Section 4.01(c) above.

          SECTION 4.03. Increase in Tax Basis of Certain MAP Deductions for
Post-Closing Payments. If as a result of a Final Determination with respect to
whether certain refinery assets contributed by Ashland to MAP are considered
to be asset class 13.3 (Petroleum Refining) or 28.0 (Manufacture of Chemicals
and Allied Products), New Ashland Inc. pays any additional Tax with respect to
a Pre-Closing Tax Period, and such Final Determination results in the increase
in the adjusted Tax basis as of the date of such contribution of any asset or
property of MAP that was contributed by Ashland to MAP, Marathon shall cause
MAP to take depreciation deductions with respect to such additional Tax basis
to the maximum extent allowed, and as promptly as permitted, by applicable
law, which shall include Marathon causing MAP to amend any relevant Tax Return
of MAP. Marathon shall pay to New Ashland Inc. the amount of any Tax Savings
realized by a member of the Marathon Group as a result of the use of such
additional Tax basis within 30 days of the date that such Tax Savings is
realized under the principles of Section 4.01(c) above.


<PAGE>

                                                                            19


                                  ARTICLE V

                        Specified Liability Deductions

          SECTION 5.01. Deduction of Specified Liability Deductions. (a)
Request for Tax Ruling. The parties will request the IRS to issue a private
letter ruling holding that New Ashland Inc. is entitled to claim the Specified
Liability Deductions. If the IRS issues such a private letter ruling, the
Specified Liability Deductions shall be claimed by New Ashland Inc. on the New
Ashland Inc. Affiliated Group's consolidated Federal income tax return and not
by Marathon or any member of the Marathon Group.

          (b) Request for Alternative IRS Ruling. If the IRS is unwilling to
issue the ruling described in Section 5.01(a) above, the parties will request
the IRS to issue a private letter ruling holding that HoldCo (which shall
include for purposes of this Article V Marathon or any member of the Marathon
Affiliated Group that is the "acquiring corporation" of HoldCo in the
Acquisition Merger within the meaning of Code Section 381(a)) is entitled to
claim the Specified Liability Deductions under the Net Deduction Method and
that the use of the Specified Liability Deductions by HoldCo is not limited
under Code Sections 382, 384 or Treasury Regulation Section 1.1502-15 (the
"Alternative Ruling"). If the IRS issues the Alternative Ruling, the Specified
Liability Deductions shall be claimed by HoldCo on the Marathon Affiliated
Group's consolidated Federal income tax return for each taxable period in
which the Alternative Ruling is in effect and not by New Ashland Inc. or any
member of the New Ashland Inc. Group, except as otherwise provided in Section
5.01(c) below. The amount of the Specified Liability Deductions claimed by
Marathon shall be determined under the Net Deduction Method unless the parties
agree in writing that a different method should be used or unless there is a
Final Determination requiring a different method. Unless explicitly provided
to the contrary in this Article V, Marathon shall retain full control over all
Tax Items on its Tax Returns.

          (c) Litigation in the Event of Alternative IRS Ruling. (i) If the
IRS issues the Alternative Ruling, the parties will use their commercially
reasonable best efforts to initiate a judicial proceeding (and any necessary
administrative proceedings) to obtain a Final Determination that New Ashland
Inc. is entitled to claim the Specified Liability Deductions; provided,
however, that the parties shall not initiate such a judicial proceeding unless
and until they have entered into the agreement described in Section
5.01(c)(ii) below; and provided further that the parties shall not initiate
such a judicial proceeding if either New Ashland Inc. or Marathon determines,
in its good faith judgment, that it is reasonably possible that such a
proceeding may result in adverse consequences to New Ashland Inc. or Marathon,
respectively. Possible adverse consequences include but are not limited to
causing the Tax Ruling not to be binding on the IRS; credit risk; possible
impairment of the reputation of either party; and possible impairment of the
relationship between either party and the IRS. The parties expect that any
such proceeding shall be initiated by an amended return filed by New Ashland
Inc. claiming the Specified Liability Deductions and requesting a Refund of
Tax based on that claim and, if the IRS does not timely grant that Refund, a
lawsuit filed by New Ashland Inc.


<PAGE>


                                                                            20

in the appropriate Federal court (as determined by New Ashland Inc. in its
sole reasonable discretion) seeking such Refund.

          (ii) Before initiating such a proceeding, the parties shall
negotiate in good faith to attempt to reach and enter into an agreement
specifying the appropriate actions, if any, to be taken by the Marathon
Affiliated Group with respect to its claim of such Specified Liability
Deductions for such taxable years, and the recomputation and possible reversal
of any Tax Benefit Payments made by Marathon with respect to such taxable
years. The goals of such negotiation shall be to preserve the Tax Benefits of
the Specified Liability Deductions for all relevant taxable years in a manner
that is consistent with such Final Determination, the Tax Ruling and the
economic arrangements described in this Article V, and that keeps Marathon
whole for any assessments of Tax resulting from such Final Determination
without subjecting Marathon to any significant incremental credit risk. If
agreement is reached, the parties shall execute an agreement binding on both
parties.

          (iii) If such a proceeding results in a Final Determination that New
Ashland Inc. is entitled to claim the Specified Liability Deductions, then New
Ashland Inc. shall claim the Specified Liability Deductions on the New Ashland
Inc. Affiliated Group's consolidated Federal income tax returns that are due
on or after the date of such Final Determination and neither Marathon nor any
member of the Marathon Group shall claim such deductions on returns filed
after such date. New Ashland Inc. shall be entitled to claim Specified
Liability Deductions for prior years only to the extent provided in the
agreement described in Section 5.01(c)(ii) above.


          SECTION 5.02 Tax Benefit Payments from Marathon to New Ashland Inc.
(a) (i) If the IRS issues the Alternative Ruling, then for each taxable year
for which HoldCo claims the Specified Liability Deductions it shall make a
payment to New Ashland Inc. in respect of the Federal Tax Benefits
attributable to such Specified Liability Deductions (the "Federal Tax Benefit
Payment") and one or more payments to New Ashland Inc. in respect of the
state, local or foreign Tax Benefits attributable to such Specified Liability
Deductions (the "Non-Federal Tax Benefit Payment" and, together with the
Federal Tax Benefit Payment, the "Tax Benefit Payments").

          (ii) The Federal Tax Benefit Payment for a taxable year shall equal
the sum of the Basket One Amount and the Basket Two Amount for such taxable
year. The Non-Federal Tax Benefit Payment for a taxable year shall be
determined with respect to the entire amount of Specified Liability Deductions
for such taxable year on a "with and without" basis under the methodology and
principles applicable solely to the Basket Two Amount, with appropriate
adjustments to reflect the differences between the Code and the applicable Tax
law for such purpose, and there shall be no Basket One Amount or Basket One
Deductions for such purpose. For purposes of calculating the Tax Benefit
Payments, the amount of the Specified Liability Deductions shall be determined
using the Net Deduction Method unless the parties agree in writing that a
different method should be used or unless there is a Final Determination
requiring a different method.

<PAGE>

                                                                            21


          (iii) The Tax Benefit Payments shall be paid directly to New Ashland
Inc. or placed in escrow as provided in Article VI below.

          (b) (i) Basket One Amount. For each taxable year of HoldCo ending on
or before January 1, 2025, the Basket One Amount shall equal the Basket One
Tax Rate multiplied by the Basket One Deductions for such taxable year. For
each taxable year ending on or after January 1, 2025, the Basket One Amount,
and the Basket One Deductions, shall be $0.00.

          (ii) Definitions.

          (A) The Basket One Tax Rate for a taxable year shall equal the
     highest marginal Federal income tax rate applicable to corporations for
     such taxable year minus 3 percentage points. As of the date of this TMA,
     the Basket One Tax Rate is 32% (35% -- currently the highest marginal
     Federal income tax rate applicable to corporations (Section 11 of the
     Code) -- minus 3 percentage points).

          (B) The Basket One Deductions for a taxable year shall equal the
     lesser of (I) the Specified Liability Deductions for such taxable year
     and (II) the Basket One Cap for such taxable year.

          (C) The Basket One Cap for a taxable year shall equal (I) $30
     million adjusted by the Inflation Factor, but in no event more than $60
     million (the "Basket One Cap Base Amount"), plus (II) the unused Basket
     One Cap Carryforward, if any, from each of the two preceding taxable
     years. The Basket One Cap Carryforward originating in a taxable year
     shall equal the excess, if any, of the Basket One Cap Base Amount for
     such taxable year over the Specified Liability Deductions for such
     taxable year. Specified Liability Deductions for a taxable year shall be
     considered to be used first against, and to the extent of, the Basket One
     Cap Base Amount for such taxable year. For purposes of determining the
     amount of the Basket One Cap Carryforward "used" in a particular taxable
     year, the excess, if any, of the Specified Liability Deductions for that
     taxable year over the Basket One Cap Base Amount for such taxable year
     shall be considered to be used first against, and the extent of, the
     Basket One Cap Carryforward originating in the second preceding taxable
     year; and next against, and to the extent of, the Basket One Cap
     Carryforward originating in the immediately preceding taxable year.

          (c) (i) Basket Two Amount. The Basket Two Amount for a taxable year
shall be determined on a "with and without" basis to measure the actual Tax
savings realized by the Marathon Affiliated Group from its use of Basket Two
Deductions and Basket Two Carryovers, and shall equal the excess (if any) of
(A) the amount of Federal income tax that the Marathon Affiliated Group would
have been required to pay with respect to such taxable year if there were no
Basket Two Deductions for, and no Basket Two Carryovers to, such taxable year
over (B) the amount of Federal income tax that the Marathon Affiliated Group
was actually required to pay with respect to such taxable year.


<PAGE>

                                                                            22

          (ii) Definitions.

          (A) The Basket Two Deductions for a taxable year shall equal the
     excess, if any, of (I) the total Specified Liability Deductions for such
     taxable year over (II) the Basket One Deductions for such taxable year.

          (B) The Basket Two Carryovers to a taxable year shall equal the
     amount of Basket Two Carryovers originating in other taxable years and
     carried forward or carried back to such taxable year. The Basket Two
     Carryovers originating in a taxable year are the carryovers of net
     operating losses, excess foreign tax credits, minimum tax credits or
     other Tax Items of the Marathon Affiliated Group, if any, that originate
     in such year under the principles of the Code, but only to the extent
     such carryovers are greater than the amount of such carryovers that would
     have originated in such taxable year if the Marathon Affiliated Group had
     no Basket Two Deductions for such taxable year and no Basket Two
     Carryovers to such taxable year. Carryovers of all Tax Items shall be
     considered to be subject to the rules of the Internal Revenue Code and
     the Treasury Regulations governing the carry forward, carryback, use,
     limitation and expiration of carryovers of the relevant type of Tax Item.
     If the carryover of a Tax Item originating in a taxable year includes a
     portion that is a Basket Two Carryover and another portion that is not a
     Basket Two Carryover, such portions shall be considered to be used on a
     "with and without basis" as described in Section 5.02(c)(i) above.

          (d) Redeterminations. The Basket One Amount for a taxable year, once
determined, shall not be redetermined for any reason other than an adjustment
in the amount of the Specified Liability Deductions for such taxable year
resulting from a Tax Claim with respect to the New Ashland Inc. Affiliated
Group or the Marathon Affiliated Group by a Tax Authority. The Basket Two
Amount for a taxable year shall be redetermined at appropriate times (e.g.,
payment, refund, or Final Determination), taking into account actual
adjustments with respect to Tax Claims and subsequent events that affect the
calculation of the Basket Two Amount, including carry forwards and carrybacks.
Payments of the increased or decreased amount of any Tax Benefit Payments for
any taxable year shall be made as provided in Article VI below.

          (e) Verification by Accounting Firm. For each taxable year, unless
Marathon and New Ashland Inc. otherwise agree, New Ashland Inc. at its own
expense will cause a nationally recognized accounting firm to prepare and
deliver to Marathon a certificate, in a form acceptable to Marathon, verifying
the amount and deductibility of the Specified Liability Deductions for such
taxable year (taking into account any issues raised by the IRS from time to
time). New Ashland Inc. will at its own expense provide to Marathon a written
opinion of Cravath, Swaine & Moore LLP or any other law firm acceptable to
Marathon, which opinion shall be addressed to New Ashland Inc. and may rely on
the Alternative Ruling, to the effect that Marathon will be entitled to deduct
the Specified Liability Deductions on its Tax Return. Such opinion shall be
updated or amended, from time to time, as Marathon may reasonably request to
take into account material changes in facts or in law. For each taxable year,
unless Marathon and New Ashland Inc. otherwise agree, Marathon at its own
expense will cause a nationally



<PAGE>

                                                                            23



recognized accounting firm to prepare and deliver to New Ashland Inc. a
certificate verifying the amount of Tax Benefit Payments for such taxable
year, provided that no such verification shall be required with respect to
Non-Federal Tax Benefit Payments with respect to any jurisdiction in which the
Tax liability of Marathon and the other members of the Marathon Group for such
taxable year is less than $500,000 unless New Ashland Inc. agrees to bear the
cost of such verification.

          (f) (i) Principles and Examples. The parties have set forth the
examples in Exhibit B attached hereto to illustrate the application of this
Article V and of Article VI below. The parties have also agreed that Tax
Benefit Payments in respect of the Basket One Amount shall be payable without
regard to whether Marathon or any member of the Marathon Group realizes an
actual Tax savings from the use of the Basket One Deductions; that Tax Benefit
Payments in respect of the Basket Two Amount shall be payable only to the
extent that the Marathon Affiliated Group realizes an actual Tax savings from
the use of the Basket Two Deductions on a "with and without" basis; and that
any Specified Liability Deduction shall potentially give rise to a single
Basket One Amount or Basket Two Amount and shall not be double-counted. Any
uncertainties or ambiguities in the computation of the Tax Benefit Payments
for any taxable year shall be resolved in a manner that is consistent with the
examples in Exhibit B and with such principles.

          (ii) Short Taxable Years. The provisions of Article V and Article VI
are based on taxable years of twelve full months. The application of such
provisions shall be appropriately adjusted in the event of one or more taxable
years of less than 12 months to effectuate the goals and principles of Article
V and Article VI.

          (iii) Successors. In the event that there is a successor to the New
Ashland Inc. Affiliated Group or the Marathon Affiliated Group, the provisions
of this Article V shall be applied to such successors as if they were the New
Ashland Inc. Affiliated Group or the Marathon Affiliated Group, respectively.

                                  ARTICLE VI

                    Payments of Tax Benefit Amounts; Escrow

          SECTION 6.01 Time of Tax Benefit Payments. (a) Original Payments.
Subject to Section 6.02 below, Marathon shall pay to New Ashland Inc. or place
in Escrow, as the case may be, the amount of the Tax Benefit Payment as
follows:

          (i) Federal Tax Benefit Payments. If New Ashland Inc. provides to
Marathon a good faith estimate of the amount of the Specified Liability
Deductions for a calendar year by November 30th of such year, and verification
of the Specified Liability Deductions as required in Section 5.02(e) for such
calendar year by February 28th of the following year, then Marathon shall pay
to New Ashland Inc. or Escrow, as the case may be, the amount of the Federal
Tax Benefit Payment for the taxable year corresponding to

<PAGE>


                                                                            24


such calendar year either (A) within 10 days after the due date of the
Marathon corporate income Tax Return without extensions for such taxable year
(generally March 15th), or (B) within 10 days after the due date of the
corporate income Tax Return for the Marathon Affiliated Group, with extensions
for such calendar year (generally September 15th), with interest from the due
date of such Tax Return without extension to the date of payment at the
Marathon short-term borrowing rate for the applicable period. If New Ashland
Inc. does not provide to Marathon the estimate and the actual determination of
the Specified Liability Deductions within the time requirements of the
preceding sentence, then Marathon shall pay to New Ashland Inc. or Escrow, as
the case may be, the amount of the Federal Tax Benefit Payment for such
taxable year within 10 days of the later of (A) the date on which New Ashland
Inc. provides such determination to Marathon and (B) the due date of the
Federal corporate income Tax Return for the Marathon Affiliated Group, with
extensions for such taxable year (generally September 15th), in each case
without interest.

          (ii) Non-Federal Tax Benefit Payments. Marathon shall pay to New
Ashland Inc. or Escrow, as the case may be, in each case without interest, the
amount of the Non-Federal Tax Benefit Payments for a taxable year within 30
days after the due date of the relevant HoldCo separate or combined, as the
case may be, state, local or foreign Tax Returns, with extensions.

          (b) Redeterminations. If an event giving rise to the redetermination
of a Tax Benefit Payment for any taxable year occurs as provided in Section
5.02(d) above, the party becoming aware of such event shall promptly notify
the other party.

          (i) If such redetermination increases the amount of such Tax Benefit
Payment, then within 30 days after the receipt by Marathon of a Refund
corresponding to such Tax Benefit Payment, or, if there is no such Refund,
then within 30 days after such redetermination, Marathon shall pay to New
Ashland Inc. or Escrow, as the case may be, the amount of such increase,
together with the corresponding amount of interest (if any) payable by the
relevant Tax Authority with respect to such redetermination.

          (ii) If such redetermination decreases the amount of such Tax
Benefit Payment, then, within 30 days after the payment by Marathon of the Tax
corresponding to such redetermination, or, if there is no such Tax payment,
then within 30 days after such redetermination, the amount of such decrease
(including any interest, penalty or addition to Tax resulting from such
redetermination) shall be paid to Marathon as provided in this Section
6.01(b)(ii). Such decrease shall be paid first by paying to Marathon amounts
in Escrow up to the amount of such decrease (and all future payments to New
Ashland Inc. under this TMA for the current taxable year and subsequent
taxable years shall be escrowed until the Escrow is Fully Funded, as provided
in Section 6.02(c) below). If such decrease exceeds the amount so paid to
Marathon from the Escrow, New Ashland Inc. shall pay such excess to Marathon;
provided that if the total amount that New Ashland Inc. would be required to
pay to Marathon in a particular calendar year under this Section 6.01(b)(ii)
as a result of any and all redeterminations exceeds $25 million, then New
Ashland Inc. may pay such excess over $25 million in eight equal semi-annual
payments, with the first payment due six months from the date of such


<PAGE>


                                                                            25

redetermination, with interest computed at an interest rate as reasonably
determined by Marathon to be the market rate for four-year amortizing loans
available to companies with credit ratings similar to that of New Ashland
Inc.; provided further that if New Ashland Inc. undergoes a Bankruptcy Event,
all such amounts shall be immediately due and payable to Marathon.

          SECTION 6.02 Escrow. (a) Escrow Agreement. In the event that any Tax
Benefit Payments are required under this Agreement to be placed in Escrow, the
parties will execute an Escrow Agreement in the form as to be agreed to by the
parties and attached hereto as Exhibit C to this TMA. Unless otherwise agreed
by the parties, The Bank of New York shall serve as escrow agent under the
Escrow Agreement. The out-of-pocket costs and expenses of creating and
maintaining the Escrow, including the fees of the escrow agent, shall be
shared equally by Marathon and New Ashland Inc.

          (b) Basket One Benefits. Except as otherwise provided in this
Section 6.02(b), all Tax Benefit Payments in respect of Basket One Amounts
shall be paid by Marathon directly to New Ashland Inc. and shall not be placed
in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of
Basket One Amounts shall be placed in Escrow in the following circumstances:

          (i) If New Ashland Inc. has undergone a Bankruptcy Event, all Tax
Benefit Payments in respect of Basket One Amounts otherwise payable by
Marathon to New Ashland Inc. on or after the date of such Bankruptcy Event
shall be placed in Escrow as if they were in respect of Basket Two Amounts
until such time that any judgment, order, proceeding or petition that
constitutes a Bankruptcy Event has been dismissed or discharged.

          (ii) In the circumstances described in Section 6.02(d) below.

          (c) Basket Two Benefits. Except as otherwise provided in this
Section 6.02(c) all Tax Benefit Payments in respect of Basket Two Amounts
shall be paid by Marathon directly to New Ashland Inc. and shall not be placed
in Escrow. Notwithstanding the foregoing, Tax Benefit Payments in respect of
Basket Two Amounts shall be placed in Escrow in the following circumstances:

          (i) If the Escrow is not Fully Funded at the time that such a Tax
Benefit Payment for a taxable year is required to be made, then the amount of
such Tax Benefit Payment necessary to cause the Escrow to be Fully Funded
shall be placed in Escrow.

          (A) The Escrow shall be considered to be Fully Funded at the time a
          Tax Benefit Payment for a taxable year is required to be made if the
          amount in the Escrow at such time is equal to the excess (if any) of
          (I) the total amount of Tax Benefit Payments other than Basket One
          Amounts paid or payable for such taxable year and the four preceding
          taxable years over (II) the Escrow Threshold at such time.


<PAGE>


                                                                            26


          (B) If New Ashland Inc. has a credit rating provided by Moody's or
          Standard & Poor (or successors thereto) at the relevant time, the
          Escrow Threshold at any time shall equal:

               a.   If the credit rating of New Ashland Inc. is either a BB+
                    or Ba1 or higher, unlimited.

               b.   If the credit rating of New Ashland Inc. is either a BB or
                    Ba2, $50 million (for the calendar years 2005 through
                    2009); $55 million (for the calendar years 2010 through
                    2014); or $60 million (for calendar years after 2014).

               c.   If the credit rating of New Ashland Inc. is either a BB-
                    or Ba3, $25 million.

               d.   If the credit rating of New Ashland Inc. is (A) below BB-
                    or Ba3, or (B) New Ashland Inc. undergoes a Bankruptcy
                    Event, $0; provided, however, that this subparagraph (B)
                    will not apply after the date that any judgment, order,
                    proceeding or petition that constitutes a Bankruptcy Event
                    has been dismissed or discharged.

          (C) If, at the time any Tax Benefit Payment for a taxable year is
          required to be made, New Ashland Inc. does not have a credit rating
          provided by Moody's or Standard & Poor (or successors thereto), New
          Ashland Inc. will obtain, at its own cost, from Moody's or Standard
          & Poor, or both, a pro forma credit rating and provide such rating
          to Marathon prior to the time of such Tax Benefit Payment. Such
          rating will be updated at least annually.

          (ii) In the circumstances described in Section 6.02(d) below.

          (d) Certain Changes in Escrow Threshold. If the Escrow Threshold
decreases as a result of a reduction in the credit rating of New Ashland Inc.,
the occurrence of a Bankruptcy Event with respect to New Ashland Inc. or the
payment of Escrowed funds to Marathon in respect of a redetermination of a Tax
Benefit Payment as provided in Section 6.01(b) above, and as a result the
Escrow is not Fully Funded, then all payments to New Ashland Inc. under this
TMA, net of set-off, including all Tax Benefit Payments in respect of Basket
One Amounts and Basket Two Amounts, shall be placed in Escrow until the Escrow
is Fully Funded.

          (e) Release of Escrowed Amounts. Except as provided in Section
6.02(d) above, any amounts placed in Escrow in respect of a Tax Benefit
Payment for a taxable year shall be released from Escrow upon the fifth
anniversary of the filing of the corporate income Tax Return for the Marathon
Affiliated Group for such taxable year and shall be paid directly to New
Ashland Inc. If, as a result of an upgrade in New Ashland Inc.'s credit rating
or any other event, the amount in the Escrow exceeds the amount required to
cause the Escrow to be Fully Funded, then the amount of such


<PAGE>


                                                                            27


excess shall be promptly released from the Escrow and paid directly to New
Ashland Inc. Whenever Escrowed Amounts are required to be released to New
Ashland Inc. pursuant to this Section 6.02(e), Marathon and New Ashland Inc.
shall promptly deliver to the escrow agent detailed written instructions
directing the release of such Escrowed Amounts, signed on behalf of both
Marathon and New Ashland Inc.

          (f) Other Arrangements. The Escrow arrangements described in this
Section 6.02 may be replaced with other credit support reasonably acceptable
to and approved by Marathon, which approval shall not be unreasonably
withheld.

                                 ARTICLE VII

                   Covenants, Representations and Warranties

          SECTION 7.01. Representations and Warranties of Ashland and New
Ashland Inc. Ashland and New Ashland Inc., jointly and severally, represent
and warrant to Marathon that, as of the date of this Agreement and as of the
Closing Date as though made on the Closing Date:

          (a) It knows of no fact that could reasonably be expected to cause
any representation, warranty or other statement contained in the Tax Ruling
Request, the Tax Ruling, a Tax Certificate or the Tax Opinion to be incorrect
(including by omission of a material fact).

          (b) No member of the New Ashland Inc. Group has any current plan or
intention to take any action, or fail to take any action, that would be
inconsistent with any representation, warranty or other statement made by, or
that relates primarily to, any member of the New Ashland Inc. Group and is
contained in the Tax Ruling Request, the Tax Ruling, a Tax Certificate or the
Tax Opinion.

          (c) New Ashland Inc. will use its reasonable best efforts, with the
assistance and participation of Marathon, to have at least $25 million dollars
on deposit, decreased for any amounts applied against Taxes for Pre-Closing
Tax Periods (other than Federal Income Taxes shown as owing on any Tax Returns
for the Ashland Affiliated Group's 2003, 2004 and 2005 fiscal years), with the
IRS with respect to liabilities for Taxes for Pre-Closing Tax Periods
(including interest on such amounts). This amount shall be used (to the extent
necessary) for the payment or settlement of such Taxes and interest and shall
not be withdrawn prior to a Final Determination with respect to such Taxes and
interest. Any portion of such deposit that is not used for the payment or
settlement of Taxes for such periods (including interest on such amounts)
shall be paid to New Ashland Inc.

          (d) Following the Transactions, New Ashland Inc. intends to continue
the active conduct of Valvoline, independently and with its separate officers,
directors, and employees, and New Ashland Inc. does not plan any substantial
reduction in business activity of Valvoline.


<PAGE>


                                                                            28



          SECTION 7.02. Representations and Warranties of Marathon. Marathon
represents and warrants to Ashland and New Ashland Inc. that, as of the date
of this Agreement and as of the Closing Date as though made on the Closing
Date:

          (a) It knows of no fact that could reasonably be expected to cause
any representation, warranty or other statement contained in the Tax Ruling
Request, the Tax Ruling, a Tax Certificate or the Tax Opinion to be incorrect
(including by omission of a material fact).

          (b) No current member of the Marathon Group has any current plan or
intention to take any action, or fail to take any action, that would be
inconsistent with any representation, warranty or other statement made by, or
that relates primarily to, any member of the Marathon Group and is contained
in the Tax Ruling Request, the Tax Ruling, a Tax Certificate or the Tax
Opinion.

          (c) For the two-year period following the Transactions, Marathon
intends to continue the active conduct of the Acquired Businesses,
independently and, except as described in the Tax Ruling Request, with their
separate officers, directors and employees, and Marathon does not plan any
substantial reduction in business activity for the Acquired Businesses during
such period.

          SECTION 7.03. Covenants of New Ashland Inc. and Marathon. (a) (i)
Each of Ashland and New Ashland Inc. agrees that it shall not take or omit to
take, and shall not permit any of the Ashland Group or the New Ashland Inc.
Group, respectively, to take or omit to take, any action that will, or would
reasonably be expected to, cause any written representation contained in the
Tax Ruling Request, Tax Ruling, a Tax Certificate or the Tax Opinion to be
incorrect.

          (ii) Each of Ashland and New Ashland Inc. agrees that it shall, and
shall cause each member of the Ashland Group and the New Ashland Inc. Group,
respectively, to prepare and file all Tax Returns on a basis consistent with
the Tax Ruling and the Tax Opinion, except as otherwise required by Article V
or a Final Determination; provided that, to the extent that the Tax Ruling and
the Tax Opinion are inconsistent in any respect, such Tax Returns shall be
prepared and filed on a basis consistent with the Tax Ruling.

          (iii) New Ashland Inc. will use its reasonable best efforts, with
the assistance and participation of Marathon, to maintain at least $25 million
dollars, decreased for any amounts applied against Taxes for Pre-Closing Tax
Periods (other than Federal Income Taxes shown as owing on any Tax Returns for
the Ashland Affiliated Group's 2003, 2004 and 2005 fiscal years), on deposit
with the IRS for Taxes for Pre-Closing Tax Periods (including interest on such
amounts). This amount shall be used (to the extent necessary) for the payment
or settlement of such Taxes and interest and shall not be withdrawn prior to a
Final Determination with respect to such Taxes and interest. Any portion of
such deposit that is not used for the payment or settlement of Taxes for such
periods (including interest on such amounts) shall be paid to New Ashland Inc.

<PAGE>


                                                                            29


          (b) (i) Marathon agrees that, for a period beginning on the Closing
Date and ending two years after the Closing Date, it shall not take or omit to
take, and shall not permit any member of the Marathon Group to take or omit to
take, any action that will, or would reasonably be expected to, cause any
written representation contained in the Tax Ruling Request, Tax Ruling, or a
Tax Certificate, and that is specified on Schedule 2.04 attached hereto, to be
incorrect.

          (ii) Marathon agrees that it shall, and shall cause each member of
the Marathon Group to, prepare and file all Tax Returns on a basis consistent
with the Tax Ruling and the Tax Opinion, except as otherwise required by
Article V or a Final Determination; provided that, to the extent that the Tax
Ruling and the Tax Opinion are inconsistent in any respect, such Tax Returns
shall be prepared and filed on a basis consistent with the Tax Ruling.

          (iii) Marathon agrees that, for a period beginning on the Closing
Date and ending two years after the Closing Date, it (A) shall not, and shall
cause each member of the Marathon Group not to, amend the Company Leverage
Policy set forth in Schedule 8.14 to the MAP LLC Agreement, as such Policy is
amended and restated as of March 18, 2004 and (B) shall cause MAP to comply at
all times with such Company Leverage Policy; provided that, Marathon may amend
the Company Leverage Policy to the extent that both Marathon and New Ashland
Inc. reasonably agree is consistent with the Tax Ruling.

          (iv) Marathon agrees that, for a period beginning on the Closing
Date and ending two years after the Closing Date, it shall not, and shall
cause each member of the Marathon Group not to, make any capital contribution
of money or other property to MAP or any JV Entity (including any capital
contribution pursuant to Article IV of the MAP LLC Agreement or any other
provision of the MAP LLC Agreement) other than capital contributions (i) that
are the result of, and in response to, Extraordinary Events; or (ii) if the
Tax Ruling includes a ruling that the MAP Partial Redemption does not
constitute a disguised sale, capital contributions for purposes specifically
identified in the Tax Ruling or the Tax Ruling Request.

          (v) During the period beginning on October 1, 2004 (or, if earlier,
the day before the Closing Date) and ending on the date two years after the
Closing Date, Marathon shall cause MAP and its subsidiaries not to, and MAP
and its subsidiaries shall not (A) incur any indebtedness owed to Marathon or
any affiliate of Marathon or (B) incur any indebtedness under one or more
revolving credit facilities, uncommitted money market credit facilities or
other comparable debt facilities to the extent such indebtedness is
guaranteed, directly or indirectly, by Marathon or any affiliate of Marathon
(other than such an affiliate that is MAP or any wholly-owned subsidiary of
MAP), except such Marathon guaranteed debt will be permissible if the Tax
Ruling includes a ruling that the MAP Partial Redemption does not constitute a
disguised sale and such ruling or the Tax Ruling Request contemplates debt
guaranteed by Marathon.

          (vi) Marathon agrees that during the two-year period beginning on
the Closing Date, it shall cause MAP not to make any sales of


<PAGE>


                                                                            30


receivables except for sales of receivables pursuant to the Receivables Sales
Facility (as such term is defined in the MAP LLC Agreement). Marathon and MAP
agree that if MAP makes any sales of receivables pursuant to the Receivables
Sales Facility they will treat such sales (A) as sales for Federal income tax
purposes and (B) based on the relevant accounting pronouncements, as they
exist on the date of this Agreement, as sales for financial accounting
purposes. If as a result of any change or modification to such accounting
pronouncements between the date of this Agreement and the Closing Date,
Marathon concludes that it and MAP will not be able to treat such sales of
receivables as sales for financial accounting purposes, it shall cause MAP to
use its reasonable best efforts to modify the Receivables Sales Facility in
order to achieve sale treatment for financial accounting purposes, if such
modification can be made in a manner that is (i) acceptable to Marathon from a
tax point of view and otherwise reasonably acceptable to Marathon, and (ii)
acceptable to Ashland from a tax point of view. If such a change in accounting
pronouncements arises and Marathon, after discussions with Ashland, concludes
that it cannot so modify the Receivables Sales Facility, Marathon shall
deliver a written notice to Ashland attesting to this conclusion at least two
business days prior to the Closing Date. The failure of Marathon to deliver
such written notice shall constitute its agreement to the second sentence of
this paragraph (vi) notwithstanding any such change in accounting
pronouncements. Marathon further agrees that if the relevant accounting
pronouncements change after the Closing Date and, as a result of such changes,
Marathon concludes that it and MAP will not be able to treat sales of
receivables pursuant to the Receivables Sales Facility as sales for financial
accounting purposes, Marathon shall cause MAP to modify the Receivables Sales
Facility in order to achieve sale treatment for financial accounting purposes
if it can do so at an insignificant cost (provided that such modification is
acceptable to New Ashland Inc. from a tax point of view) or if New Ashland
Inc. agrees to indemnify Marathon and MAP for any increased costs that result
from such changes.

          SECTION 7.04. Valuation Report. Each of Ashland and Marathon shall
use its reasonable best efforts to cause Deloitte & Touche LLP to deliver to
Ashland and Marathon, no later than July 15, 2004, a report, in form and
substance reasonably satisfactory to each of Ashland and Marathon and
consistent with the Engagement Letter dated as of November 24, 2003, among
Ashland, Marathon and Deloitte & Touche LLP. Each of Ashland and Marathon
shall, and shall cause each of its affiliates (including MAP) to, cooperate
with Deloitte & Touche LLP in connection with the preparation of such report,
which cooperation shall include the provision of any relevant books, records,
documentation and other information and the making available of its employees
and facilities as Deloitte & Touche LLP may reasonably request.

          SECTION 7.05. Cooperation and Exchange of Information. (a) Each of
Marathon and New Ashland Inc. shall, and shall cause each of its affiliates
to, cooperate fully with all reasonable requests from the other party in all
matters relating to Taxes covered by this Agreement, including without
limitation, in connection with the preparation and filing of Tax Returns, any
amendments or claims for Refund with respect thereto, the conduct and
resolution of Tax Claims and the implementation of this TMA (including,
without limitation, the provisions of Articles V and VI). Such cooperation
shall include (i) provision on a mutually convenient basis upon reasonable
request of Tax

<PAGE>


                                                                            31


Returns, books, records (including information regarding ownership and Tax
basis of property), documentation and other information related to such Tax
Returns and Tax Claims, including accompanying schedules, related work papers,
and documents related to rulings or other determinations by Tax Authorities,
(ii) the execution of any document or the certification of any information
that may be necessary or beneficial in connection with the filing of any Tax
Returns or claims for Refund or the conduct or resolution of any Tax Claim,
(iii) obtaining any document or information that is necessary or beneficial in
connection with the foregoing, (iv) upon reasonable request, the making
available of its employees and facilities on a reasonable and mutually
convenient basis to facilitate the foregoing and (v) the reasonable good faith
effort of New Ashland Inc. to provide to Marathon information reasonably
requested by Marathon for the preparation of its published financial
statements.

          (b) Marathon and New Ashland Inc. shall meet regularly to review
major issues with respect to Tax Claims and the status of audits with respect
to Pre-Closing Periods and Straddle Periods as long as the relevant statute of
limitations remains open with respect to any Pre-Closing Period or Straddle
Period. New Ashland Inc. shall make available appropriate personnel to discuss
the foregoing items and shall make available for inspection relevant documents
relating to such audits.

          SECTION 7.06. Pre-Filing Agreement. Marathon and New Ashland Inc.
agree that they will pursue a pre-filing agreement in accordance with Rev.
Proc. 2001-22 (or any successor pronouncement), with respect to (i) the amount
of gain, if any, realized by Marathon or the Ashland Group under Code Sections
751(b) and 355(e) as a result of the Transactions described in the Master
Agreement and (ii) to the extent relevant in light of the Tax Ruling, whether
HoldCo shall be deemed to have a "net unrealized built-in loss" within the
meaning of Code Section 382(h)(3). Marathon and New Ashland Inc. shall (and
shall cause their respective affiliates to) provide their reasonable
cooperation and assistance in obtaining any such pre-filing agreement.

          SECTION 7.07. Ownership of Tax Records; Retention of Information.
New Ashland Inc. shall own, and have all rights, title and interest in, all
books, records, documentation and other information in existence as of the
Closing Date related to any Tax or Tax Item of Ashland or any of its
subsidiaries. New Ashland Inc. agrees to retain all Tax Returns, related
schedules and workpapers, and all other material records and other documents
as required under Code Section 6001 and the regulations promulgated thereunder
relating thereto existing on the date hereof or created through the Closing
Date, until the expiration of the statute of limitations (including
extensions) of the taxable years to which such Tax Returns and other documents
relate and until the Final Determination of any payments which may be required
in respect of such years under this TMA. New Ashland Inc. shall provide to
Marathon copies of any such documentation or information in existence as of
the Closing Date related to any Marathon Tax Matter or with respect to items
that could result in a Tax Detriment to Marathon and, as reasonably requested
by Marathon, in connection with any Tax Claim. New Ashland Inc. agrees that,
if it intends to dispose of any such documentation or other information, it
shall provide written notice to Marathon describing the documentation or other
information to be disposed of 60 days prior to taking such action. Marathon
shall be entitled to arrange

<PAGE>

                                                                            32



to take delivery of the documentation or other information described in the
notice at its expense during the succeeding 60-day period.

                                 ARTICLE VIII

                                  Tax Claims

          SECTION 8.01. Calculation of Losses. The amount of any
indemnification provided under this TMA, other then pursuant to Article V and
VI, shall be (i) increased to take account of any net Tax Loss incurred by the
indemnified party arising from the receipt of indemnity payments hereunder
(grossed up for such increase) and (ii) reduced to take account of any net Tax
Savings realized by the indemnified party arising from the incurrence or
payment of any such indemnified loss. In computing the amount of any such Tax
Loss or Tax Savings, the indemnified party shall be deemed to recognize all
other Tax Items before recognizing any Tax Item arising from the receipt of
any indemnity payment hereunder or the incurrence or payment of any
indemnified loss.

          SECTION 8.02. Procedures. (a) Tax Claims. (i) If a party (the
"indemnified party") receives any written notice of deficiency, claim or
adjustment or other written notice from a Tax Authority that may result in the
indemnified party being entitled to any indemnification provided for under
this Agreement in respect of, arising out of or involving an audit proceeding,
audit inquiry, information request, suit, action, contest or similar claim
made by any Tax Authority (a "Tax Claim") such indemnified party shall notify
the indemnifying party in writing (and in reasonable detail) of the Tax Claim
within 10 business days after such indemnified party receives notice or
otherwise becomes aware of the existence of the Tax Claim; provided, however,
that failure to give such notification shall not affect the indemnification
provided under this Agreement, except to the extent the indemnifying party
shall have been materially and adversely prejudiced as a result of such
failure. Thereafter, the indemnified party shall keep the indemnifying party
apprised of the status of any investigation or audit and deliver to the
indemnifying party, within five business days' time after the indemnified
party's receipt thereof, copies of all notices and documents received by the
indemnified party related to the Tax Claim. New Ashland Inc. undertakes and
agrees that it will keep Marathon reasonably informed of the existence and
progress of any audit or other proceeding that relates to a Pre-Closing Period
with respect to which Marathon could be liable as a successor, under Treasury
Regulation Section 1.1502-6, or otherwise.

          (ii) If any party receives a written notice from a Tax Authority
     that may result in an adjustment in the amount of the Specified Liability
     Deductions for a taxable year as a result of an audit of the New Ashland
     Inc. Affiliated Group or the Marathon Affiliated Group, then for purposes
     of this TMA, such audit and related proceeding, to the extent they
     concern the amount of the Specified Liability Deductions claimed or
     capable of being claimed by Marathon or the Marathon Group as successor
     to HoldCo, shall be treated as a Tax Claim with respect to which Marathon
     is the indemnified party and New Ashland Inc. is the indemnifying party,
     provided, however, that the resolution of such issues shall not


<PAGE>


                                                                            33


     preclude Marathon from compromising or settling any other issues in its
     Tax Returns administratively with any Tax Authority and Marathon shall
     have the right to determine in its sole reasonable discretion the
     appropriate forum and location of any judicial proceeding with respect to
     Specified Liability Deductions.

          (b) Assumption. Except as provided in Section 8.02(c) of this TMA,
if a Tax Claim is made against an indemnified party, the indemnifying party
shall be entitled to participate in the defense thereof and, if it so chooses,
to assume the defense thereof with professional advisors and counsel selected
by the indemnifying party; provided, however, that such professional advisors
or counsel are not reasonably objected to by the indemnified party. Should the
indemnifying party so elect to assume the defense of a Tax Claim, the
indemnifying party shall not be liable to the indemnified party for any fees
or expenses relating to such professional advisors or counsel subsequently
incurred by the indemnified party in connection with the defense thereof. If
the indemnifying party assumes such defense, the indemnified party shall have
the right to participate in the defense thereof and to employ professional
advisors and counsel (not reasonably objected to by the indemnifying party),
at its own expense, separate from the professional advisors and counsel
employed by the indemnifying party, it being understood that the indemnifying
party shall control such defense. The indemnifying party shall be liable for
the fees and expenses of professional advisors and counsel employed by the
indemnified party for any period during which the indemnifying party has not
assumed the defense thereof. If the indemnifying party chooses to defend or
prosecute a Tax Claim, all the indemnified parties shall cooperate in the
defense or prosecution thereof. Such cooperation shall include the retention
and (upon the indemnifying party's request) the provision to the indemnifying
party of records and information that are reasonably relevant to such Tax
Claim, making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder,
cooperating and assisting in the investigation, defense and resolution of such
matters and providing legal and business assistance with respect to such
matters. Whether or not the indemnifying party assumes the defense of a Tax
Claim, the indemnified party shall not admit any liability with respect to, or
settle, compromise or discharge, such Tax Claim without the indemnifying
party's prior written consent. If the indemnifying party assumes the defense
of a Tax Claim, the indemnified party shall agree to any settlement,
compromise, or discharge of a Tax Claim that the indemnifying party may
recommend and that by its terms obligates the indemnifying party to pay the
full amount of the liability in connection with such Tax Claim; provided that
if such settlement, compromise or discharge imposes conditions, costs or other
detriments (in addition to the liability in connection with such Tax Claim)
upon the indemnified party, such indemnified party may use its reasonable
judgment in determining whether to so agree, such agreement not to be
unreasonably withheld.

          (c) Joint rights and assumption of control. If a party to this TMA
suffers a Bankruptcy Event, then the party suffering the Bankruptcy Event (the
"Bankruptcy Party") shall vigorously pursue the assertion, or defense (as the
case may be) of all Tax Claims for which any other party to this TMA (the
"Non-Bankruptcy Party") might be jointly and severally, directly or indirectly
liable ("Bankruptcy Tax Claims") and the Non-Bankruptcy Party shall have the
right to participate in the defense of any Bankruptcy


<PAGE>


                                                                            34


Tax Claims and to employ professional advisors and counsel (not reasonably
objected to by the Bankruptcy Party), at its own expense, separate from the
professional advisors and counsel employed by the Bankruptcy Party, it being
understood that the Bankruptcy Party shall control the defense of such claims.
Both parties shall in good faith cooperate with one another and the Bankruptcy
Party shall not unreasonably reject any suggestions made by the Non-Bankruptcy
Party. Such cooperation shall include the retention and (upon the
Non-Bankruptcy Party's request) the provision to the Non-Bankruptcy Party of
records and information that are reasonably relevant to such Bankruptcy Tax
Claims (including copies of all protests, pleadings, briefs, filings,
correspondence and similar materials relative to such claims), making
employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder, cooperating
and assisting in the investigation, defense and resolution of such matters,
and providing legal and business assistance with respect to such matters. The
preceding sentences of this Section 8.02(c) notwithstanding, if the Bankruptcy
Party fails to vigorously pursue such Bankruptcy Tax Claims, or such
Bankruptcy Party is discharged, or otherwise effectively barred from liability
for such Bankruptcy Tax Claims, the Non-Bankruptcy Party shall have the right
to assume full control over the defense of such Bankruptcy Tax Claims and, if
such control is assumed, the Bankruptcy Party shall irrevocably designate, and
agree to cause each of its affiliates to designate irrevocably, the
Non-Bankruptcy Party as the sole and exclusive agent and attorney-in-fact to
take any action as such Non-Bankruptcy Party may deem appropriate, necessary,
or incidental in any and all matters relating to Pre-Closing Period Tax Claims
of the Ashland Group and the Bankruptcy Party shall continue to cooperate
fully in the defense or prosecution thereof, but it shall not have the right
to participate in the proceedings.

          (d) Mitigation. New Ashland Inc. and Marathon shall cooperate with
each other with respect to resolving any claim or liability with respect to
which one party is obligated to indemnify the other party hereunder, including
by making reasonable efforts to mitigate or resolve any such claim or
liability, which shall include claiming any indemnified loss as a deduction or
offset on any relevant Tax Return (including any amended Tax Return). In the
event that New Ashland Inc. or Marathon shall fail to make such reasonable
efforts to mitigate or resolve any claim or liability, then notwithstanding
anything else to the contrary contained herein, the other party shall not be
required to indemnify any person for any indemnified loss that could
reasonably be expected to have been avoided if New Ashland Inc. or Marathon,
as the case may be, had made such efforts.

          SECTION 8.03. Treatment of Indemnification Payments. The parties
agree that any indemnity payments made pursuant to this Agreement or pursuant
to Article XIII of the Master Agreement shall be treated for all Tax purposes
as distributions or capital contributions, as the case may be, between HoldCo
and New Ashland Inc. made immediately prior to the Spinoff and, accordingly,
not as taxable income to the recipient or as a deductible expense to the
payor, unless otherwise required by a Final Determination.


<PAGE>


                                                                            35

                                  ARTICLE IX

                         Dispute Resolution; Interest

          SECTION 9.01. Dispute Resolution. In the event that Marathon or any
member of the Marathon Group, as the case may be, on the one hand, and New
Ashland Inc. or any member of the New Ashland Inc. Group, as the case may be,
on the other hand, disagree as to the amount or calculation of any payment to
be made under this TMA, or the interpretation or application of any provision
under this TMA, the parties shall attempt in good faith to resolve such
dispute. If such dispute is not resolved within sixty (60) business days
following the commencement of the dispute, Marathon and New Ashland Inc. shall
jointly retain a tax attorney who has retired from active practice in a
nationally recognized law firm or independent public accounting firm, which
firm is independent of both parties, or a retired Federal judge experienced in
Tax Matters (the "Independent Entity"), to resolve the dispute. If the parties
are unable to agree on an Independent Entity, then each party shall appoint a
person who would qualify as an Independent Entity (but for the approval of the
other party), and such persons shall then appoint a person who meets the above
description as the Independent Entity and who shall serve as the Independent
Entity. The Independent Entity shall act as an arbitrator to resolve all
points of disagreement and its decision shall be final and binding upon all
parties involved. Following the decision of the Independent Entity, Marathon,
and members of the Marathon Group, and New Ashland Inc. and members of the New
Ashland Inc. Group shall each take or cause to be taken any action necessary
to implement the decision of the Independent Entity. The fees and expenses
relating to the Independent Entity shall be borne equally by Marathon and New
Ashland Inc.

          SECTION 9.02. Interest. Any payment required to be made under this
TMA that is not made on or before the date on which such payment is due shall
bear interest computed at the rate specified from time to time pursuant to
Code Section 6621(a)(2).

                                  ARTICLE X

                              General Provisions

          SECTION 10.01. Termination. This Agreement shall terminate
simultaneous with any termination of the Master Agreement pursuant to Article
XI thereof. In the event of termination of this Agreement, this Agreement
shall forthwith become void and have no effect, without any liability or
obligation on the part of any party hereto.

          SECTION 10.02. Survival. Notwithstanding anything in this TMA to the
contrary apart from Section 10.01, the provisions of this TMA shall survive
for 30 days after the full period of all applicable statutes of limitations
(giving effect to any waiver, mitigation or extension thereof) unless by their
term they expire at an earlier date.


<PAGE>


                                                                            36


          SECTION 10.03. Right of Set-off. Either party may set-off any amount
to which it is entitled under this TMA against amounts otherwise payable
hereunder by such party. Neither the exercise of nor the failure to exercise
such right of set-off will constitute an election of remedies or limit such
party in any manner in the enforcement of any other remedies that may be
available to it.

          SECTION 10.04. Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given upon receipt by the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):

                  if to the Ashland Parties, to:

                  Ashland Inc.
                  50 E. RiverCenter Boulevard
                  Covington, KY 41012-0391

                           Attention:  J. Marvin Quin
                                       David L. Hausrath, Esq.

                           Facsimile:  (859) 815-5053

                           with a copy to:

                           Cravath, Swaine & Moore LLP
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019-7474
                           Attention:  Stephen L. Gordon, Esq.

                  if to the Marathon Parties, to:

                  Marathon Oil Corporation
                  5555 San Felipe Road
                  Houston, TX 77056

                           Attention:   Raja Sahni
                                        Richard L. Horstman, Esq.

                           Facsimile:   (713) 513-4172

                           with copies to:

                           Baker Botts L.L.P.
                           One Shell Plaza
                           Houston, TX 77002-4995
                           Attention:  Theodore W. Paris, Esq.

<PAGE>


                                                                            37


                           Miller & Chevalier Chartered
                           655 Fifteenth Street, N.W.
                           Washington, DC 20005-5701
                           Attention:   Daniel W. Luchsinger, Esq.

          SECTION 10.05. Interpretation. When a reference is made in this
Agreement to a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation". This Agreement is intended to calculate,
allocate and assign certain Tax responsibilities, liabilities and benefits
among the parties to this Agreement, and any situation or circumstance
concerning such calculation, allocation and assignment that is not
specifically contemplated hereby or provided for herein shall be determined in
a manner consistent with the underlying principles of calculation, allocation
and assignment in this Agreement.

          SECTION 10.06. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the end
that the transactions contemplated hereby are fulfilled to the extent
possible.

          SECTION 10.07. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.

          SECTION 10.08. No Third-Party Beneficiaries. This Agreement is not
intended to confer upon any person other than the parties hereto any rights or
remedies.

          SECTION 10.09. Existing MAP Agreements. To the extent any provision
of this TMA conflicts with the determination of the Tax Liability (as defined
in the MAP LLC Agreement) of Ashland or its successors for any Straddle Period
of MAP as determined under Section 10.03 of the MAP LLC Agreement, such Tax
Liability shall be determined in accordance with this Agreement. In all other
respects, except as expressly modified herein, the terms and conditions of the
MAP LLC Agreement, the ATCA, and the Put/Call Agreement shall continue to
apply to the extent provided in Article XII of the Master Agreement. For the
avoidance of doubt, the term Tax Distribution Amount (as defined in the MAP
LLC Agreement) shall not include the Tax Liability (as defined in the MAP LLC
Agreement) of the Ashland Affiliated Group that is attributable to the MAP
Partial Redemption.


<PAGE>

                                                                            38


          SECTION 10.10. Continuing Ashland Participation Rights With Respect
To Pre-Closing Pass-Through Items. Notwithstanding anything to the contrary in
the Master Agreement, this Agreement or the other Transaction Agreements and
Ancillary Agreements (as defined in the Master Agreement), New Ashland Inc.
and its successors shall retain the right (to the extent provided for in
Section 6.08 of the MAP LLC Agreement or any other provision of the MAP LLC
Agreement) to participate in the preparation and filing of all Tax Returns,
and in the defense of any Tax Claim, with respect to all Pass-Through Items
relating to any Pre-Closing Period of MAP or any other JV Entity as if it were
a member of MAP or such JV Entity. Any Tax Claim with respect to any issue
concerning MAP's income, gain, losses, deductions or credits that could result
in additional Taxes for the Pre-Closing Period for Ashland and additional
basis (other than additional basis that is subject to Section 4.03 of the TMA)
or deductions in the Post-Closing Period for Marathon or any member of the
Marathon Group shall be treated under Section 6.08(e)(ii) of the MAP LLC
Agreement as an issue the tax effect of which, if resolved adversely would be,
and the tax effect of settling the issue is, not proportionately the same for
both Members. If an issue is treated as not proportionately the same for both
Members under the preceding sentence, then in applying Section 6.08(e)(iv) of
the MAP LLC Agreement, nationally recognized tax counsel (whose selection
shall be based on the principles of Section 9.01 of the TMA) shall determine
if the settlement is fair to both Members based on the merits of the issue.
Such fees of the nationally recognized tax counsel shall be shared, 62% by
Marathon and 38% by New Ashland Inc.

          SECTION 10.11. Prior Tax Sharing Agreements. Except as specifically
provided in Section 10.09, as of the Closing Date, this Agreement supersedes
and terminates all prior agreements as to the allocation of tax liabilities
among the members of the Ashland Group, and after the Closing Date neither
HoldCo nor any member of the Marathon Group, as successor, transferee or
otherwise, shall be bound thereby or have any liability thereunder.

          SECTION 10.12. Entire Agreement; Amendments. This Agreement embodies
the entire understanding among the parties relating to its subject matter. Any
and all prior correspondence, conversations, and memoranda are merged herein
and shall be without effect hereon. No promises, covenants, or representations
of any kind, other than those expressly stated herein, have been made to
induce either party to enter into this Agreement. This Agreement shall not be
amended, supplemented, modified, or terminated except by a writing duly signed
by each of the parties hereto, and no waiver of any provisions of this
Agreement shall be effective unless in a writing duly signed by the party
sought to be bound.

          SECTION 10.13. Amendments Resulting From Pre-Closing Change In Tax
Structure. If, prior to the Closing, the Tax Structure of the Transactions is
modified, revised or changed in any manner, for any reason (including, but not
limited to, modifications, revisions or changes resulting from changes in law
or in response to communications (written or otherwise) with the IRS or any
other Tax Authority), the parties will negotiate in good faith to amend this
Agreement, to the extent necessary, to

<PAGE>


                                                                            39


reflect the underlying principles of calculation, allocation and assignment in
this Agreement.

          SECTION 10.14. Successors. This Agreement shall be binding upon and
inure to the benefit of any successor to any of the parties, by merger,
acquisition of assets or otherwise, to the same extent as if the successor had
been an original party to the Agreement, and in such event, all references
herein to a party shall refer instead to the successor of such party.

          SECTION 10.15. Confidentiality. Each party to this Agreement shall
hold, and cause its officers, employees, agents, consultants, and advisors to
hold, in strict confidence, unless compelled to disclose by judicial or
administrative process or, in the opinion of its counsel, by other
requirements of law, all information that it or any of its officers,
employees, agents, consultants, and advisors may acquire pursuant to, or in
the course of performing its obligations under, any provision of this
Agreement.

          SECTION 10.16. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.



<PAGE>



          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its respective duly authorized officer as of the date first set
forth above.



                                  ASHLAND INC.,

                                   by /s/ James J. O'Brien
                                      --------------------------------
                                      Name:  James J. O'Brien
                                      Title: Chief Executive Officer


                                  ATB HOLDINGS INC.,

                                    by /s/ James J. O'Brien
                                      --------------------------------
                                       Name:  James J. O'Brien
                                       Title: President


                                  EXM LLC,

                                    by



                                    ATB HOLDINGS INC.,


                                    by /s/ James J. O'Brien
                                       --------------------------------
                                       Name:  James J. O'Brien
                                       Title: President


                                  NEW EXM INC.,

                                    by /s/ James J. O'Brien
                                       --------------------------------
                                       Name:  James J. O'Brien
                                       Title:    President


<PAGE>


                                  MARATHON OIL CORPORATION,

                                    by /s/ Clarence P. Cazalot, Jr.
                                       --------------------------------
                                       Name:  Clarence P. Cazalot, Jr.
                                       Title: President & Chief Executive
                                              Officer


                                  MARATHON OIL COMPANY,

                                    by /s/ Clarence P. Cazalot, Jr.
                                       --------------------------------
                                       Name:  Clarence P. Cazalot, Jr.
                                       Title: President


                                  MARATHON DOMESTIC LLC,

                                    by



                                  MARATHON OIL CORPORATION,


                                    by /s/ Clarence P. Cazalot, Jr.
                                       ------------------------------------
                                       Name:  Clarence P. Cazalot, Jr.
                                       Title: President & Chief Executive
                                              Officer


                                  MARATHON ASHLAND PETROLEUM LLC,

                                    by /s/ Gary R. Heminger
                                       -------------------------------------
                                       Name:  Gary R. Heminger
                                       Title: President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>ex2-3.txt
<DESCRIPTION>EXHIBIT 2.3 ASSIGNMENT AND ASSUMPTION AGREEMENT
<TEXT>

                                                                   EXHIBIT 2.3

===============================================================================



                      ASSIGNMENT AND ASSUMPTION AGREEMENT
                                (VIOC CENTERS)





                          Dated as of March 18, 2004,





                                    Between





                                 ASHLAND INC.





                                      And





                               ATB HOLDINGS INC.







================================================================================




<PAGE>



                               TABLE OF CONTENTS


                                                                          Page


                                   ARTICLE I

                        VIOC Assignment and Assumption

   SECTION 1.01.        VIOC Assignment and Assumption...................1
   SECTION 1.02.        Transferred Assets and Excluded Assets...........1
   SECTION 1.03.        Assumption of Certain Liabilities................6
   SECTION 1.04.        Consents of Third Parties.......................10
   SECTION 1.05.        Tax Matters.....................................12

                               ARTICLE II

                               The Closing

   SECTION 2.01.        Closing Date....................................12
   SECTION 2.02.        Transactions To Be Effected at the Closing......12

                               ARTICLE III

                       Representations and Warranties of Ashland

   SECTION 3.01.        Financial Statements............................13
   SECTION 3.02.        Assets Other than Real Property Interests.......13
   SECTION 3.03.        Real Property...................................13
   SECTION 3.04.        [Intentionally Omitted].........................14
   SECTION 3.05.        Contracts.......................................14
   SECTION 3.06.        Permits.........................................17
   SECTION 3.07.        Condition of Transferred Assets.................17
   SECTION 3.08.        Claims..........................................18
   SECTION 3.09.        Benefit Plans...................................18
   SECTION 3.10.        Absence of Changes or Events....................19
   SECTION 3.11.        Compliance with Laws............................19
   SECTION 3.12.        Employee and Labor Matters......................21
   SECTION 3.13.        Sufficiency of Transferred Assets...............21
   SECTION 3.14.        Inventory.......................................22

                               ARTICLE IV

                                Covenants

   SECTION 4.01.        Covenants of Ashland Relating to Conduct of
                          VIOC Centers..................................22
   SECTION 4.02.        Refunds and Remittances.........................24

<PAGE>



   SECTION 4.03.        Employee Matters................................25
   SECTION 4.04.        Post-Closing Information........................29
   SECTION 4.05.        Records.........................................29
   SECTION 4.06.        [Intentionally Omitted].........................29
   SECTION 4.07.        Bulk Transfer Laws..............................29
   SECTION 4.08.        Supplies........................................29
   SECTION 4.09.        Mail............................................30
   SECTION 4.10.        Further Assurances..............................30
   SECTION 4.11.        Review of Contracts.............................30
   SECTION 4.12.        List of Permits.................................31

                                ARTICLE V

                               Termination

   SECTION 5.01.        Termination.....................................32
   SECTION 5.02.        Effect of Termination...........................32

                               ARTICLE VI

                           General Provisions

   SECTION 6.01.        Interpretation; VIOC Centers Disclosure Letter;
                          Certain Definitions...........................32
   SECTION 6.02.        Counterparts....................................35
   SECTION 6.03.        Severability....................................35
   SECTION 6.04.        Governing Law...................................35
   SECTION 6.05.        No Third-Party Beneficiaries....................35
   SECTION 6.06.        Amendment.......................................35

Exhibit A-1        Form of Deed (VIOC Centers) (Ohio)
Exhibit A-2        Form of Deed (VIOC Centers) (Michigan)
Exhibit B          Form of Assignment and Assumption (VIOC Centers)
Exhibit C          Form of Blanket License Agreement



                                      ii

<PAGE>






                            INDEX OF DEFINED TERMS
                            -----------------------

Term                                                                 Section

Active VIOC Centers Employee......................................   4.03(a)
Agreement.........................................................  Preamble
Ashland...........................................................  Preamble
Ashland Insurance Policies........................................   4.01(c)
Ashland Joint Contracts...........................................    4.11
Assigned Contracts................................................ 1.02(a)(v)
Assigned Permits.................................................. 1.02(a)(iv)
Assumed Liabilities...............................................   1.03(a)
Balance Sheet.....................................................    3.01
Blanket License Agreement.........................................   6.01(b)
Claim............................................................. 1.03(b)(iv)
COBRA............................................................. 4.03(b)(ii)
Contracts......................................................... 1.02(a)(v)
Employee Benefits Liability.......................................   3.09(b)
Environmental Claim...............................................   3.11(b)
Environmental Laws................................................   3.11(b)
Environmental Liability...........................................   6.01(b)
Environmental Tests............................................... 1.03(b)(ix)
ERISA.............................................................   3.09(a)
Excluded Assets...................................................   1.02(b)
Financial Statements..............................................    3.01
Hazardous Materials...............................................   3.11(b)
HoldCo............................................................  Preamble
HoldCo Retirement Plan............................................   4.03(d)
HoldCo VIOC Welfare Plans......................................... 4.03(b)(i)
Intellectual Property.............................................   6.01(b)
Inventory......................................................... 1.02(a)(ii)
Leased Property...................................................   3.03(a)
Master Agreement..................................................  Recitals
Owned Property....................................................   3.03(a)
Permits...........................................................    4.12
Permitted Liens...................................................   6.01(b)
Premises.......................................................... 1.02(a)(i)
Receivables.......................................................1.02(b)(xvi)
Records...........................................................1.02(a)(vii)
Release...........................................................   3.11(b)
Retained Liabilities..............................................   1.03(b)
Rev. Proc. 96-60..................................................   4.03(f)
Technology........................................................1.02(b)(xii)
Transferred Assets................................................   1.02(a)
Transferred VIOC Centers Employee.................................   4.03(a)
VIOC Assignment and Assumption....................................    1.01
VIOC Benefit Plans................................................   3.09(a)
VIOC Centers......................................................   6.01(b)

<PAGE>


Term                                                                  Section

VIOC Centers Disclosure Letter.................................... Article III
VIOC Centers Employee.............................................   3.09(a)
VIOC Centers Material Adverse Effect..............................   6.01(b)
VIOC Pension Plans................................................   3.09(a)


                                      ii

<PAGE>



                         ASSIGNMENT AND ASSUMPTION AGREEMENT (VIOC CENTERS)
                    (this "Agreement") dated as of March 18, 2004, between
                    Ashland Inc., a Kentucky corporation ("Ashland"), and ATB
                    Holdings Inc., a Delaware corporation and a wholly owned
                    subsidiary of Ashland ("HoldCo").


          WHEREAS, simultaneously with the execution and delivery of this
Agreement, the parties hereto and certain other parties are entering into a
Master Agreement (the "Master Agreement"; terms used but not otherwise defined
herein have the meanings assigned to them in the Master Agreement); and

          WHEREAS, in accordance with the terms and conditions of the Master
Agreement, Ashland wishes to transfer to HoldCo, and HoldCo wishes to acquire
and assume, certain assets and liabilities of the VIOC Centers (as defined in
Section 6.01(b)) pursuant to the terms and conditions of this Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:


                                  ARTICLE I

                        VIOC Assignment and Assumption

          SECTION 1.01. VIOC Assignment and Assumption. On the terms and
subject to the conditions of this Agreement and the Master Agreement, at the
Closing, Ashland shall contribute, assign, transfer, convey and deliver to
HoldCo, and HoldCo shall acquire from Ashland, all the right, title and
interest as of the Closing of Ashland in, to and under the Transferred Assets
(as defined in Section 1.02(a)), and HoldCo shall assume the Assumed
Liabilities (as defined in Section 1.03(a)). The contribution, assignment,
transfer, conveyance and delivery of the Transferred Assets and the assumption
of the Assumed Liabilities and the other Transactions contemplated by this
Agreement are referred to in this Agreement as the "VIOC Assignment and
Assumption".

          SECTION 1.02. Transferred Assets and Excluded Assets. (a) The term
"Transferred Assets" means all of

<PAGE>


                                                                             2


Ashland's right, title and interest in, to and under the following assets,
other than the Excluded Assets (as defined in Section 1.02(b)):

               (i) all real property, leaseholds and other interests
          (including interests in surface rights and mineral interests) in the
          real property listed in Section 3.03 of the VIOC Centers Disclosure
          Letter (as defined in Article III), in each case together with
          Ashland's right, title and interest in all buildings, structures,
          improvements, paved parking lots and fixtures thereon and all other
          appurtenances thereto (collectively, the "Premises");

               (ii) all salable lube oils, greases, automotive fluids,
          automotive accessories (including filters), supplies, parts, spare
          parts and other inventories of Ashland that on the Closing Date are
          located on or are in transit to the Premises (collectively, the
          "Inventory");

               (iii) all other tangible personal property and interests
          therein, including all machinery, equipment, tools, appliances,
          telephones, telecommunications equipment, copy machines, fax
          machines, computers, hardware that accesses point-of-sale systems,
          cash registers, implements, furniture, furnishings and fixtures, of
          Ashland that on the Closing Date are located on or are in transit to
          the Premises (other than signs and other identification items and
          materials, including all exterior pylon, monument, ground and
          building signs and all interior signs, banners and reading boards,
          in each case that customarily are owned by Ashland (and not by the
          franchisee) at its franchised Valvoline Instant Oil Change (VIOC)
          quick-lube service centers), in each case together with any rights
          or claims of Ashland arising out of the breach of any express or
          implied warranty by the manufacturers or sellers of such assets;

               (iv) to the extent that such Permits (as defined in Section
          4.12) are transferable, all Permits of Ashland that are used, held
          for use or intended to be used exclusively in the operation or
          conduct of the VIOC Centers (the "Assigned Permits");

<PAGE>


                                                                             3


               (v) (A) all contracts, leases, subleases, licenses, indentures,
          agreements, commitments and all other legally binding arrangements
          ("Contracts"), whether oral or written, to which Ashland is a party
          or by which Ashland is bound as of the date of this Agreement that
          are (1) listed in Sections 3.03 or 3.05 of the VIOC Centers
          Disclosure Letter or (2) of the type specified in any of clauses (i)
          through (xi) of Section 3.05 but, as a result of the application of
          any applicable thresholds set forth therein, are not required to be
          listed in Section 3.05 of the VIOC Centers Disclosure Letter, (B)
          all other written Contracts (including purchase orders and sales
          orders) to which Ashland is a party or by which Ashland is bound, in
          the case of this clause (B) that are entered into after the date of
          this Agreement, but not in violation or breach of any provision of
          this Agreement, and that exclusively relate to, or that arise
          exclusively out of, the operation or conduct of the VIOC Centers in
          the ordinary course of business and (C) all Contracts to which
          Ashland is a party or by which Ashland is bound, in the case of this
          clause (C) that are entered into after the date of this Agreement
          and that are to be treated as Assigned Contracts pursuant to Section
          4.11 (the "Assigned Contracts");

               (vi) all credits, prepaid expenses, deferred charges, advance
          payments, security deposits and prepaid items of Ashland, in each
          case to the extent used, held for use or intended to be used in, or
          to the extent arising out of, the operation or conduct of the VIOC
          Centers;

               (vii) all books of account, ledgers, general, financial,
          accounting and personnel records, files, invoices, suppliers' lists,
          billing records, sales and promotional literature, supplier
          correspondence, sales records, credit data and other information
          relating to present or past customers, cost and pricing information,
          equipment maintenance data, purchasing records and information,
          business plans, payroll and personnel records, purchase orders,
          sales forms, artwork, photography, log books, environmental, health
          and safety schedules, reports, protocols and findings pertaining to
          the VIOC Centers or the Transferred Assets (including records of
          spills or other releases

<PAGE>

                                                                             4

          or discharges into the atmosphere, records of environmental, safety
          or health reports to or from Governmental Entities regarding the
          VIOC Centers or the Transferred Assets (including notices of
          violation), and correspondence, notices and orders of an
          environmental, safety or health nature regarding the VIOC Centers or
          the Transferred Assets) and other similar property, rights and
          information of Ashland, in each case that are used, held for use or
          intended to be used exclusively in, or that arise exclusively out
          of, the operation or conduct of the VIOC Centers (the "Records");
          provided, however, that the Records shall not include any property,
          rights or information of Ashland that will be licensed to Merger Sub
          pursuant to the Blanket License Agreement (as defined in Section
          6.01(b));

               (viii) all goodwill and going concern value of Ashland
          generated exclusively by, or associated exclusively with, the VIOC
          Centers; and

               (ix) all rights, claims and credits of Ashland to the extent
          relating to any other Transferred Asset or any Assumed Liability
          (other than any such items arising under insurance policies),
          including any such items arising under any guarantee, warranty,
          indemnity or similar right in favor of Ashland in respect of any
          other Transferred Asset or any Assumed Liability.

               (b) The term "Excluded Assets" means:

               (i) all assets identified in Section 1.02(b) of the VIOC
          Centers Disclosure Letter;

               (ii) all cash and cash equivalents of Ashland;

               (iii) all rights, claims and credits of Ashland to the extent
          relating to any other Excluded Asset or any Retained Liability (as
          defined in Section 1.03(b)), including any such items arising under
          insurance policies and any guarantee, warranty, indemnity or similar
          right in favor of Ashland in respect of any other Excluded Asset or
          any Retained Liability;

               (iv) all collective bargaining agreements and other Contracts
          with any labor union that cover one or more Active VIOC Centers
          Employees (as defined in Section 4.03(a)) and all Contracts relating
          to

<PAGE>


                                                                             5


          compensation, bonus or severance to which any Active VIOC Centers
          Employee or any person hired to become a VIOC Centers Employee (as
          defined in Section 3.09(a)) is a party;

               (v) all the assets of the VIOC Pension Plans (as defined in
          Section 3.09(a)) and all the assets of Ashland and its affiliates
          under any other VIOC Benefit Plan (as defined in Section 3.09(a));

               (vi) all rights of Ashland under the Transaction Agreements and
          the Ancillary Agreements;

               (vii) all assets relating to corporate-level services of the
          type currently provided to the VIOC Centers by Ashland or any of its
          affiliates;

               (viii) any shares of capital stock of any affiliate of Ashland;

               (ix) the names and marks "Ashland", "V Valvoline Instant Oil
          Change(R) and design", "Valvoline(R)", "V(R)", "Valvoline Instant
          Oil Change(R)", "Instant Oil(R)", "MVP(R) and Design" and "MVP
          Maximum Vehicle Performance(R) and Design" (in any style or design),
          and any other name or mark either derived from or including any
          portion of the foregoing or otherwise used in the operation or
          conduct of the VIOC Centers;

               (x) all records of Ashland prepared in connection with the
          Transactions;

               (xi) all financial and tax records relating to the VIOC Centers
          to the extent they form part of Ashland's general ledger;

               (xii) all trade secrets, confidential information and
          inventions, and all proprietary formulae, processes, procedures,
          research records, records of inventions, test information, operating
          systems, operating manuals, market surveys and marketing know-how of
          Ashland that are used, held for use or intended to be used in the
          operation or conduct of the VIOC Centers, including the System (as
          defined in the form of License Agreement attached to the Blanket
          License Agreement and incorporated by reference therein) (the
          "Technology");


<PAGE>

                                                                             6


               (xiii) all Intellectual Property (as defined in Section
          6.01(b)) of Ashland that is used, held for use or intended to be
          used in the operation or conduct of the VIOC Centers;

               (xiv) all signs and other identification items and materials,
          including exterior pylon, monument, ground and building signs and
          all interior signs, banners and reading boards, in each case that
          customarily are owned by Ashland (and not by the franchisee) at its
          franchised Valvoline Instant Oil Change (VIOC) quick-lube service
          centers;

               (xv) prepaid insurance premiums; and

               (xvi) all accounts receivable of Ashland as of the close of
          business on the Closing Date that arise out of the operation or
          conduct of the VIOC Centers (the "Receivables").

          SECTION 1.03. Assumption of Certain Liabilities. (a) Upon the terms
and subject to the conditions of this Agreement, HoldCo shall assume,
effective as of the Closing, and from and after the Closing, HoldCo shall pay,
perform and discharge when due, and indemnify Ashland and its affiliates and
each of their respective Representatives against, and defend and hold them
harmless from, all of the following liabilities, obligations and commitments
of any nature, whether known or unknown, express or implied, primary or
secondary, direct or indirect, liquidated, absolute, accrued, contingent or
otherwise and whether due or to become due, of Ashland (collectively, the
"Assumed Liabilities"), other than any Retained Liabilities:

               (i) all liabilities, obligations and commitments of Ashland
          under the Assigned Contracts to the extent such liabilities,
          obligations and commitments relate to the period from and after the
          Closing;

               (ii) all liabilities, obligations and commitments of Ashland to
          the extent expressly assumed by HoldCo in accordance with Section
          4.03;

               (iii) all Environmental Liabilities (as defined in Section
          6.01(b)) of Ashland to the extent they arise out of both (A) the
          operation of any of the Transferred Assets or the operation or
          conduct of the VIOC Centers and (B) either (x) events occurring or

<PAGE>


                                                                             7


          circumstances or conditions arising from and after the Closing, or
          (y) events occurring or circumstances or conditions arising prior to
          the Closing, but only, in the case of this clause (B)(y), to the
          extent set forth in the table below (provided, however, that to the
          extent the same Environmental Liability is described in both clauses
          (x) and (y) of this Section 1.03(a)(iv)(B), such Environmental
          Liability will be apportioned between HoldCo and Ashland in
          proportion to the extent to which the activities of each party
          contributed to the cause of the Environmental Liability, taking into
          account all pertinent factors, including the length of ownership by
          HoldCo and Ashland of the relevant property during the time of the
          event or occurrence, or the development of the circumstance or
          condition, giving rise to the Environmental Liability and the use
          made of such property by the parties hereto):


------------------------------------------------------------------------------
If written notice (in                            Percentage of Environmental
reasonable detail) of such                       Liability described in clause
Environmental Liability is                       (B)(y) above that will be an
first received by Ashland                        Assumed Liability:
during the twelve-month
period ending on the
following anniversary of the
Closing Date (provided,
however, that with respect to
any Environmental Liability
arising from any matter
referred to in Section 3.11(b)
of the VIOC Centers Disclosure
Letter, Ashland shall be
deemed to have received
written notice (in reasonable
detail) of such Environmental
Liability prior to the first
anniversary of the Closing Date):
------------------------------------------------------------------------------
First through Fifth                                     0%
------------------------------------------------------------------------------
Sixth                                                   20%
------------------------------------------------------------------------------
Seventh                                                 40%




<PAGE>


                                                                             8


------------------------------------------------------------------------------
Eighth                                                  60%
------------------------------------------------------------------------------
Ninth                                                   80%
------------------------------------------------------------------------------
If such notice is not                                  100%
received by Ashland on or
prior to the ninth
anniversary of the Closing Date
------------------------------------------------------------------------------
; and

               (iv) all other liabilities, obligations and commitments of
          Ashland to the extent such liabilities, obligations and commitments
          relate to or arise out of the operation of any of the Transferred
          Assets or the operation or conduct of the VIOC Centers, in each case
          from and after the Closing.

     (b) Notwithstanding Section 1.03(a), or any other provision of this
Agreement, HoldCo shall not assume, and Ashland shall pay, perform and
discharge when due, and indemnify HoldCo and its affiliates and each of their
respective Representatives against, and defend and hold them harmless from,
any liability, obligation or commitment of Ashland or the VIOC Centers of any
nature, whether known or unknown, express or implied, primary or secondary,
direct or indirect, liquidated, absolute, accrued, contingent or otherwise,
and whether due or to become due, except the Assumed Liabilities
(collectively, the "Retained Liabilities"). Without limiting the generality of
the foregoing, the Retained Liabilities include:

          (i) any liability, obligation or commitment of Ashland to the extent
     arising out of the operation or conduct by Ashland or any of its
     affiliates of any business other than the VIOC Centers;

          (ii) all accounts payable of Ashland to the extent arising out of
     the operation or conduct of the VIOC Centers prior to the Closing;

          (iii) any liability, obligation or commitment of Ashland (A) to the
     extent arising out of any actual or alleged breach by Ashland of, or
     nonperformance by Ashland under, any Contract (including any Assigned
     Contract) prior to the Closing or (B) under any Assigned Contract to the
     extent such liability,


<PAGE>


                                                                             9


     obligation or commitment relates to the period prior to the Closing;

          (iv) any liability, obligation or commitment of Ashland arising out
     of any warranty claim, suit, action, proceeding, investigation,
     governmental action or other cause of action or claim associated with or
     relating to the VIOC Centers or the Transferred Assets (a "Claim") to the
     extent arising out of actions, omissions or conditions occurring or
     existing on or prior to the Closing Date;

          (v) any liability, obligation or commitment of Ashland to the extent
     such liability, obligation or commitment relates to, or arises out of,
     any Excluded Asset, or arises out of the ownership or operation by
     Ashland of any of the Excluded Assets;

          (vi) except as otherwise expressly provided in Section 4.03, any
     liability, obligation or commitment of Ashland arising under any VIOC
     Benefit Plan;

          (vii) any liability, obligation or commitment of Ashland to any of
     its divisions, subsidiaries or affiliates;

          (viii) any liability, obligation or commitment of Ashland or any of
     its affiliates under any of the Transaction Agreements or any of the
     Ancillary Agreements; and

          (ix) any Environmental Liability arising out of events occurring or
     circumstances or conditions arising prior to the Closing except for
     Environmental Liabilities that are Assumed Liabilities pursuant to
     Section 1.03(a)(iii); provided, however, an Environmental Liability that
     otherwise would be considered a Retained Liability under this Section
     1.03(b)(ix) shall be an Assumed Liability and shall not be a Retained
     Liability if the event, circumstance or condition that gave rise to such
     Environmental Liability (A) is the result of a change in use after the
     Closing Date of any of the Premises to a use other than a commercial use
     of such Premises similar to its current use, or (B) was discovered as a
     result of a Phase II or other intrusive sampling, testing or
     investigation conducted after the Closing Date (collectively,
     "Environmental Tests") except for


<PAGE>

                                                                            10


     Environmental Tests undertaken (x) to respond to, investigate, or
     otherwise remediate environmental conditions or contamination that are on
     the Closing Date in violation of the standards imposed by applicable
     Environmental Laws (as defined in Section 3.11(b)), (y) as required by
     Environmental Laws, pursuant to the terms of any lease with respect to
     any of the Premises or in response to an inquiry, request, claim or
     demand by a Governmental Entity or as a reasonable response to any claim
     or demand by any other person that is not an affiliate of HoldCo or (z)
     in connection with a condition first discovered as a result of
     construction activities, excluding construction activities relating to
     the installation of underground storage tanks, commencing after the
     Closing Date at, on or beneath any of the Premises, so long as such
     construction activities are undertaken in connection with a commercial
     use of such Premises similar to its current use.

          (c) HoldCo shall acquire the Transferred Assets free and clear of
all liabilities, obligations and commitments of Ashland, other than the
Assumed Liabilities, and free and clear of all Liens, other than Permitted
Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to the
HoldCo Borrowing arrangements or arising from actions or inactions of any of
the Marathon Parties or their affiliates (and not of any of the Ashland
Parties or their affiliates).

          SECTION 1.04 Consents of Third Parties. (a) Notwithstanding anything
to the contrary in this Agreement, this Agreement shall not constitute an
agreement to assign any asset or any claim or right or any benefit arising
under or resulting from such asset, or to assume any liability, obligation or
commitment, if an attempted assignment or assumption thereof, without the
Consent of a third party, would constitute a breach or other contravention of
the rights of such third party, would be ineffective with respect to any party
to an agreement concerning such asset, liability, obligation or commitment, or
would in any way adversely affect the rights of Ashland or, upon transfer,
HoldCo with respect to such asset, liability, obligation or commitment. If any
transfer or assignment by Ashland, or any assumption by HoldCo, of any
interest in, or liability, obligation or commitment under, any asset requires
the Consent of a third party, then such



<PAGE>

                                                                            11


transfer or assignment or assumption shall be made subject to such Consent
being obtained. Except as set forth in Section 1.04(b), Ashland shall not have
any liability or obligation under this Agreement arising out of or relating to
the failure to obtain any such Consent that may be required in connection with
the Transactions contemplated by this Agreement or because of any
circumstances resulting therefrom, in each case so long as Ashland shall have
complied with its obligation under Section 9.11 of the Master Agreement to use
its reasonable best efforts to obtain such Consents. Subject to Section
1.04(b), no representation, warranty or covenant of Ashland herein shall be
breached or deemed breached, and no condition shall be deemed not satisfied,
as a result of (i) the failure to obtain any such Consent, (ii) any
circumstances resulting therefrom or (iii) any Claim or investigation
commenced or threatened by or on behalf of any person arising out of or
relating to the failure to obtain any such Consent or any circumstances
resulting therefrom, in each case so long as Ashland shall have complied with
its obligation under Section 9.11 of the Master Agreement to use its
reasonable best efforts to obtain such Consents.

          (b) If any such Consent is not obtained prior to the Closing, the
Closing shall nonetheless take place on the terms set forth herein and,
thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any
lawful and reasonable arrangement proposed by HoldCo under which HoldCo shall
obtain the economic claims, rights and benefits under the asset, claim or
right with respect to which the Consent has not been obtained in accordance
with this Agreement. Such reasonable arrangement may include (i) the
subcontracting, sublicensing or subleasing to HoldCo of any and all rights of
Ashland against the other party to such third-party agreement arising out of a
breach or cancellation thereof by the other party and (ii) the enforcement by
Ashland of such rights. With respect to the Assigned Contracts listed in
Section 1.04(b) of the VIOC Centers Disclosure Letter, if the provision of
such economic claims, rights and benefits to HoldCo shall violate the rights
of such other party, Ashland shall otherwise compensate HoldCo for the
reasonable value, if any, of such economic claims, rights and benefits, so
long as HoldCo shall have complied with its obligations under the first
sentence of this Section 1.04(b).


<PAGE>

                                                                            12

          SECTION 1.05. Tax Matters. Notwithstanding anything to the contrary
in this Agreement, the rights, responsibilities and obligations of the parties
with respect to any Taxes or Tax Items (in each case as defined in the Tax
Matters Agreement) related to or arising from the ownership or operation of
the VIOC Centers shall be determined pursuant to the Tax Matters Agreement.

                                  ARTICLE II

                                  The Closing

          SECTION 2.01. Closing Date. The closing of the VIOC Assignment and
Assumption will occur at the Closing, subject only to the satisfaction or
waiver of the conditions to Closing in accordance with the terms of the Master
Agreement.

          SECTION 2.02. Transactions To Be Effected at the Closing. At the
Closing, in accordance with Section 1.01(a) of the Master Agreement:

          (a) Ashland shall deliver to HoldCo an executed deed (in recordable
     form) with respect to each of the Owned Properties (as defined in Section
     3.03(a)) located in Ohio, substantially in the form attached hereto as
     Exhibit A-1, and an executed deed (in recordable form) with respect to
     each of the Owned Properties located in Michigan, substantially in the
     form attached hereto as Exhibit A-2;

          (b) Ashland and HoldCo shall enter into an assignment and assumption
     document, in the form attached hereto as Exhibit B, providing for the
     assignment of the Transferred Assets and the assumption of the Assumed
     Liabilities; and

          (c) The parties thereto shall enter into the Blanket License
     Agreement.

                                 ARTICLE III

                   Representations and Warranties of Ashland

          Ashland hereby represents and warrants to HoldCo that, as of the
date of this Agreement and as of the Closing Date as if made on the Closing
Date (except to the extent any such representations and warranties expressly

<PAGE>


                                                                            13


relate to an earlier date, in which case as of such earlier date), except as
set forth in the letter referencing this Agreement, dated as of the date of
this Agreement, from Ashland to HoldCo (the "VIOC Centers Disclosure Letter"):

          SECTION 3.01. Financial Statements. Section 3.01 of the VIOC Centers
Disclosure Letter sets forth the unaudited combined statement of tangible
assets to be sold as of September 30, 2003 (the "Balance Sheet"), the
unaudited combined statement of tangible assets to be sold as of December 31,
2003, the unaudited combined statement of income before taxes for the year
ended September 30, 2003 and the unaudited combined statement of income before
taxes for the three months ended December 31, 2003, together with the notes to
such financial statements, in each case of the VIOC Centers (such financial
statements and the notes thereto, the "Financial Statements"). The Financial
Statements present fairly, in all material respects, the tangible assets to be
sold and income before taxes of the VIOC Centers as of the dates and for the
periods indicated, in conformity with GAAP (subject, in the case of the
interim financial statements as of and for the period ended December 31, 2003,
to normal, recurring year-end adjustments).

          SECTION 3.02. Assets Other than Real Property Interests. Ashland
has, or as of the Closing Date will have, and at the Closing Ashland will
transfer (subject to the consummation of the Closing on the Closing Date in
accordance with the terms of Article I of the Master Agreement) to HoldCo,
good and valid title to all Transferred Assets in each case free and clear of
all Liens (other than any Lien pursuant to the HoldCo Borrowing arrangements
or arising from actions or inactions of any of the Marathon Parties or their
affiliates (and not of any of the Ashland Parties or their affiliates)),
except Permitted Liens. This Section 3.02 does not relate to real property or
interests in real property, such items being the subject of Section 3.03.

          SECTION 3.03. Real Property. (a) Section 3.03 of the VIOC Centers
Disclosure Letter sets forth a complete list of all real property and
interests in real property owned in fee by Ashland and any of the other
Ashland Parties and used, held for use or intended to be used exclusively in
the operation or conduct of the VIOC Centers, other than any such property or
interest constituting an Excluded Asset (individually, an


<PAGE>

                                                                            14


"Owned Property"). Section 3.03 of the VIOC Centers Disclosure Letter sets
forth a complete list of all real property and interests in real property
leased by Ashland and used, held for use or intended to be used exclusively in
the operation or conduct of the VIOC Centers, other than any such property or
interest constituting an Excluded Asset (individually, a "Leased Property").

          (b) Ashland has, or as of the Closing Date will have, and at the
Closing Ashland will transfer (subject to the consummation of the Closing on
the Closing Date in accordance with the terms of Article I of the Master
Agreement) to HoldCo, good and marketable fee title to all Owned Property and
good and valid title to the leasehold estates in all Leased Property, in each
case free and clear of all Liens (other than any Lien pursuant to the HoldCo
Borrowing arrangements or arising from actions or inactions of any of the
Marathon Parties or their affiliates (and not of any of the Ashland Parties or
their affiliates)), except Permitted Liens.

          SECTION 3.04. [Intentionally Omitted].

          SECTION 3.05. Contracts. (a) Except for Contracts that will not be
binding on the Transferred Assets or any of the VIOC Centers after the
Closing, Ashland is not a party to or bound by any Contract that is used, held
for use or intended to be used exclusively in, or that arises exclusively out
of, the operation or conduct of the VIOC Centers (other than (x) the
Transaction Agreements and the Ancillary Agreements and (y) Assigned Contracts
entered into after the date of this Agreement in the ordinary course of
business and not otherwise in violation of this Agreement) that is:

          (i) a covenant not to compete (other than pursuant to the radius
     restrictions contained in the agreements listed in Section 3.05(a)(i) of
     the VIOC Centers Disclosure Letter) that limits the conduct of business
     at any of the VIOC Centers as presently conducted;

          (ii) a Contract with (A) Ashland or any affiliate of Ashland or (B)
     any officer, director or employee of Ashland or any of its affiliates, in
     each case other than Contracts that will be terminated as of the Closing;

<PAGE>


                                                                            15

          (iii) a lease, sublease or similar Contract with any person under
     which Ashland is a lessor or sublessor of, or makes available for use to
     any person, all or any portion of the Premises in any such case that has
     an aggregate future receivable in excess of $50,000 and is not terminable
     by Ashland by notice of not more than 30 days without payment or penalty
     of any kind;

          (iv) a lease, sublease or similar Contract with any person under
     which (A) Ashland is lessee of, or holds or uses, any machinery,
     equipment, vehicle or other tangible personal property owned by any
     person or (B) Ashland is a lessor or sublessor of, or makes available for
     use by any person, any tangible personal property owned or leased by
     Ashland, in any such case that has an aggregate future liability or
     receivable, as the case may be, in excess of $100,000 and is not
     terminable by Ashland by notice of not more than 30 days without payment
     or penalty of any kind;

          (v) (A) a continuing Contract for the future purchase of materials,
     supplies or equipment (other than purchase orders for inventory in the
     ordinary course of business consistent with past practice), (B) a
     management, service, consulting or other similar Contract or (C) an
     advertising agreement or arrangement, in any such case that has an
     aggregate future liability to any person in excess of $100,000 and is not
     terminable by Ashland by notice of not more than 30 days without payment
     or penalty of any kind;

          (vi) a Contract (including a sales order) involving the obligation
     of Ashland to deliver products or services for payment of more than
     $100,000 or extending for a term more than 90 days from the date of this
     Agreement (unless terminable without payment or penalty of any kind upon
     no more than 30 days' notice);

          (vii) (A) a Contract under which Ashland has borrowed any money
     from, or issued any note, bond, debenture or other evidence of
     indebtedness to, any person or (B) any other note, bond, debenture,
     letter of credit, financial assurance requirement or other evidence of
     indebtedness issued to any person;


<PAGE>


                                                                            16


          (viii) a Contract (including any so-called take-or-pay or keepwell
     agreement) under which (A) any person has directly or indirectly
     guaranteed indebtedness, liabilities or obligations of Ashland or (B)
     Ashland has directly or indirectly guaranteed indebtedness, liabilities
     or obligations of any other person (in each case other than endorsements
     for the purpose of collection in the ordinary course of business);

          (ix) a Contract under which Ashland has, directly or indirectly,
     made any advance, loan, extension of credit or capital contribution to,
     or other investment in, any person (other than extensions of trade credit
     in the ordinary course of business of the VIOC Centers), in any such case
     that, individually, is in excess of $100,000;

          (x) a Contract granting a Lien (other than Permitted Liens) upon the
     Premises; or

          (xi) any other Contract that has an aggregate future liability to
     any person (other than Ashland) in excess of $100,000 and is not
     terminable by Ashland by notice of not more than 30 days without payment
     or penalty of any kind (other than purchase orders and sales orders).

As of the date of this Agreement, neither the Transferred Assets nor the VIOC
Centers are bound by or subject to any Contract of any of the types referred
to in clauses (i) through (xi) of this Section 3.05(a), applying the
thresholds set forth therein, that will be binding on any of the Transferred
Assets or the VIOC Centers after the Closing Date.

          (b) All Contracts listed in the VIOC Centers Disclosure Letter are
valid, binding and in full force and effect and are enforceable by Ashland in
accordance with their terms subject, as to enforcement, to applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors' rights generally and to equitable principles of general
applicability, except for such failures to be valid, binding, in full force
and effect or enforceable that have not had and would not reasonably be
expected to have a VIOC Centers Material Adverse Effect (as defined in Section
6.01(b)). Ashland has performed all obligations required to be performed by

<PAGE>


                                                                            17

it to date under the Assigned Contracts, and it is not in breach or default
thereunder and, to the knowledge of Ashland, no other party to any Assigned
Contract is in breach or default thereunder, in each case except for such
noncompliance, breaches and defaults that have not had and would not
reasonably be expected to have a VIOC Centers Material Adverse Effect. Ashland
has not received any notice of the intention of any party to terminate any
Assigned Contract listed in any section of the VIOC Centers Disclosure Letter.

          (c) Section 3.05(c) of the VIOC Centers Disclosure Letter sets forth
each Assigned Contract with respect to which the Consent of the other party or
parties thereto must be obtained by virtue of the execution and delivery of
this Agreement or the consummation of the VIOC Assignment and Assumption to
avoid the invalidity of the transfer of such Contract, the termination
thereof, a breach, violation or default thereunder or any other change or
modification to the terms thereof, other than any such invalidity,
termination, breach, violation, default, change or modification that would not
reasonably be expected to have a VIOC Centers Material Adverse Effect.

          SECTION 3.06. Permits. All Assigned Permits are validly held by
Ashland, and Ashland has complied with the terms and conditions thereof,
except for any such invalidity or non-compliance that would not reasonably be
expected to have a VIOC Centers Material Adverse Effect. Ashland has not
received written notice of any Claims relating to the revocation or
modification of any Assigned Permits except for any such Claims that would not
reasonably be expected to have a VIOC Centers Material Adverse Effect. None of
the Assigned Permits is subject to suspension, modification, revocation or
nonrenewal as a result of the execution and delivery of this Agreement or the
consummation of the VIOC Assignment and Assumption, except for any such
suspensions, modifications, revocations or nonrenewals that would not
reasonably be expected to have a VIOC Centers Material Adverse Effect. This
Section 3.06 does not relate to environmental matters, such items being the
subject of Section 3.11(b).

          SECTION 3.07. Condition of Transferred Assets. The Transferred
Assets are in good operating condition and repair (ordinary wear and tear
excepted) and are suitable for their current uses, except where the failure of
the Transferred Assets to be in good operating condition or


<PAGE>


                                                                            18

repair or to be suitable for such uses would not reasonably be expected to
have a VIOC Centers Material Adverse Effect.

          SECTION 3.08. Claims. Section 3.08 of the VIOC Centers Disclosure
Letter sets forth a list of each Claim pending or, to the knowledge of
Ashland, threatened against, or as to which a notice has been received as of
the date of this Agreement by, Ashland (and, as to complaints, which have been
served on Ashland) and that involves an amount in controversy of more than
$100,000. This Section 3.08 does not relate to environmental matters, such
items being the subject of Section 3.11(b), or to employee or labor matters,
such items being the subject of Section 3.12.

          SECTION 3.09. Benefit Plans. (a) Section 3.09 of the VIOC Centers
Disclosure Letter contains a list of all "employee pension benefit plans" (as
defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")), maintained or contributed to by Ashland for the
benefit of any officers or employees of the VIOC Centers ("VIOC Pension
Plans") and all "employee welfare benefit plans" (as defined in Section 3(1)
of ERISA), bonus, stock option, stock purchase, deferred compensation plans or
arrangements and other employee fringe benefit plans maintained, or
contributed to, by Ashland or any of its affiliates for the benefit of one or
more current or former employees of the VIOC Centers (other than any former
employee of the VIOC Centers who became employed by MAP or any of its
subsidiaries following termination of employment with Ashland or any of its
affiliates) (each, a "VIOC Centers Employee") (all the foregoing, including
VIOC Pension Plans, being herein called "VIOC Benefit Plans"). Ashland has
provided to Marathon true, complete and correct copies of (i) each VIOC
Benefit Plan (or, in the case of any unwritten VIOC Benefit Plans, fair and
accurate summary descriptions thereof), (ii) the two most recent annual
reports on Form 5500 filed with the Internal Revenue Service with respect to
each VIOC Benefit Plan (if any such report was required), (iii) the most
recent summary plan description for each VIOC Benefit Plan for which such a
summary plan description is required and (iv) each trust agreement, group
annuity contract or other funding and financing arrangement relating to any
VIOC Benefit Plan.

          (b) There does not exist as of the date of this Agreement, nor do
any circumstances exist as of the date of

<PAGE>

                                                                            19


this Agreement that would reasonably be expected to result in, any Employee
Benefits Liability (as defined below), whether under any VIOC Benefit Plan or
otherwise, that would reasonably be expected to become a liability of HoldCo
or any of its affiliates at or after the Closing. "Employee Benefits
Liability" means any liability of Ashland or any entity required to be treated
as a single employer under Section 414(b), (c), (m) or (o) of the Code with
Ashland prior to the Closing under (i) Sections 302, 405, 409 or Title IV of
ERISA, (ii) Section 412, 4971 or 4975 of the Code or (iii) Sections 601 et.
seq. and 701 et seq. of ERISA and Section 4980B and Sections 9801 et seq. of
the Code.

          SECTION 3.10. Absence of Changes or Events. From the date of the
Balance Sheet to the date of this Agreement, there has not been any event,
change, effect or development (i) that, individually or in the aggregate, has
had or would reasonably be expected to have a VIOC Centers Material Adverse
Effect or (ii) that would have been prohibited by Section 4.01 if the terms of
such section had been in effect as of and after the date of the Balance Sheet.

          SECTION 3.11. Compliance with Laws. (a) The VIOC Centers are in
compliance with all applicable Laws, including those relating to occupational
health and safety, except for instances of noncompliance that would not
reasonably be expected to have a VIOC Centers Material Adverse Effect. To the
knowledge of Ashland, Ashland has not received any written communication from
a Governmental Entity that alleges that the VIOC Centers are not in compliance
in any material respect with any applicable Law that has not been finally
resolved with such Governmental Entity. This Section 3.11(a) does not relate
to matters with respect to Taxes, which are the subject of the Tax Matters
Agreement, or to environmental matters, which are the subject of Section
3.11(b).

          (b) There are no underground storage tanks for the storage of
Hazardous Materials (as defined below) in use at any of the VIOC Centers, and
to Ashland's knowledge there are no such tanks located under the Premises.
Except for such matters that would not reasonably be expected to have a VIOC
Centers Material Adverse Effect, (i) to the knowledge of Ashland, Ashland has
not received any written communication from a Governmental Entity that alleges
that the VIOC Centers are in violation of any Environmental Law


<PAGE>


                                                                            20


that has not been finally resolved with such Governmental Entity, (ii) Ashland
holds all Permits required to conduct the VIOC Centers under any applicable
Environmental Law, and is and at all times has been in compliance with all
Environmental Laws and the terms and conditions of such Permits, (iii) there
are no Environmental Claims (as defined below) pending, or to the knowledge of
Ashland, threatened against Ashland and (iv) there have been no Releases (as
defined below) of any Hazardous Material at or originating from the Premises,
and no Hazardous Materials have been handled, generated, stored, transported
or disposed of by the VIOC Centers, in each case that would reasonably be
expected to form the basis of an Environmental Claim against Ashland. The term
"Environmental Claim" means any and all administrative, regulatory or judicial
actions, suits, orders, demands, directives, claims, liens, investigations,
proceedings or written notices of noncompliance or violation by or from any
person alleging liability of whatever kind or nature arising out of, based on
or resulting from (x) the presence or Release of, or exposure to, any
Hazardous Materials; or (y) the failure to comply with any Environmental Law.
The term "Environmental Laws" means all applicable federal, state, local and
foreign laws, rules, regulations, orders, decrees, judgments, legally binding
agreements or environmental Permits issued, promulgated or entered into by or
with any Governmental Entity, relating to the protection of the environment,
the protection of the public welfare from actual or potential exposure, or the
effects from exposure, to any actual or potential release, discharge, disposal
or emission (whether past or present) of any Hazardous Materials or the
manufacture, processing, distribution, use, treatment, labeling, storage,
disposal, transport or handling of any Hazardous Materials. The term
"Hazardous Materials" means all explosive or regulated radioactive materials
or substances, hazardous or toxic substances, wastes or chemicals, petroleum
(including crude oil or any fraction thereof) or petroleum distillates,
asbestos or asbestos containing materials, and any other material, chemical
substance or waste that in relevant form or concentration is prohibited,
limited or regulated (or the cleanup of which can be required) pursuant to any
Environmental Law and all substances that require special handling, storage or
disposal procedures or whose handling, storage or disposal procedures is in
any way regulated, in any case under any applicable Law for the protection of
the health, safety and environment. The term "Release" means


<PAGE>

                                                                            21


any spill, emission, leaking, dumping, injection, deposit, disposal,
discharge, dispersal, leaching, emanation or migration of any Hazardous
Materials into or through the environment (including ambient air, surface
water, ground water, soils, land surface, subsurface strata or workplace).

          SECTION 3.12. Employee and Labor Matters. Except as would not
reasonably be expected to have a VIOC Centers Material Adverse Effect (i)
there is not any, and during the past three years there has not been any,
labor strike, dispute, work stoppage or lockout pending against the VIOC
Centers; (ii) to the knowledge of Ashland, no union organizational campaign is
in progress with respect to the VIOC Centers Employees and no question
concerning representation of such employees exists; (iii) Ashland is not
engaged in any unfair labor practice in connection with the conduct of the
VIOC Centers; (iv) there are not any unfair labor practice charges or
complaints against Ashland pending before the National Labor Relations Board
in connection with the conduct of the VIOC Centers; (v) there are not any
pending union grievances against Ashland in connection with the conduct of the
VIOC Centers as to which there is a reasonable possibility of adverse
determination; (vi) there are not any pending charges in connection with the
conduct of the VIOC Centers against Ashland or any VIOC Centers Employee
before the Equal Employment Opportunity Commission or any state or local
agency responsible for the prevention of unlawful employment practices; and
(vii) Ashland has not received written notice during the past three years of
the intent of any Governmental Entity responsible for the enforcement of labor
or employment laws to conduct an investigation of the VIOC Centers.

          SECTION 3.13. Sufficiency of Transferred Assets. Except for the
exclusion of the Excluded Assets and assuming that HoldCo has the ability to
provide to the VIOC Centers all corporate-level services of the type that are
currently provided to the VIOC Centers by Ashland or any of its affiliates,
the Transferred Assets, together with the Blanket License Agreement, are
sufficient for the operation and conduct of the business of the VIOC Centers
immediately following the Closing in substantially the same manner as
currently operated and conducted, other than any insufficiency that would not
reasonably be expected to have a VIOC Centers Material Adverse Effect.


<PAGE>


                                                                            22

          SECTION 3.14. Inventory. Except as would not reasonably be expected
to have a VIOC Centers Material Adverse Effect, the Inventory is generally of
a quality usable or salable in the ordinary course of business of the VIOC
Centers.

                                  ARTICLE IV

                                   Covenants

          SECTION 4.01. Covenants of Ashland Relating to Conduct of VIOC
Centers. (a) Except for matters set forth in Section 4.01 of the VIOC Centers
Disclosure Letter or otherwise contemplated by the Transaction Agreements,
from the date of this Agreement to the Closing, Ashland shall conduct the
business of the VIOC Centers in the usual, regular and ordinary course in
substantially the same manner as previously conducted. Without limiting the
generality of the foregoing, Ashland shall use its reasonable best efforts to
(i) preserve the material business relationships of the VIOC Centers with
customers, suppliers, distributors and others with whom Ashland deals in
connection with the conduct of the VIOC Centers in the ordinary course of
business and retain its present employees who are involved in the operation of
the VIOC Centers, (ii) maintain the Transferred Assets, including those held
under leases, in as good operating condition and repair (ordinary wear and
tear excepted) as at present, and maintain all Permits set forth in Section
3.06 of the VIOC Centers Disclosure Letter, (iii) perform in all material
respects its obligations under Assigned Contracts and (iv) comply in all
material respects with all applicable Laws relating to the VIOC Centers or any
of the Transferred Assets. In addition, except as set forth in Section 4.01 of
the VIOC Centers Disclosure Letter or otherwise contemplated by the
Transaction Agreements, Ashland shall not do any of the following in
connection with the VIOC Centers without the prior written consent of Marathon
(which consent shall not be unreasonably withheld or delayed):

          (i) adopt, establish or amend in any material respect any VIOC
     Benefit Plan (or any plan that would be a VIOC Benefit Plan if adopted or
     established) in a manner affecting any VIOC Centers Employee, except as
     required by applicable Law or as would relate to a substantial number of
     other similarly situated employees of Ashland and its subsidiaries;


<PAGE>


                                                                            23


          (ii) grant to any VIOC Centers Employee any increase in compensation
     or benefits, except in the ordinary course of business and consistent
     with past practice or as may be required under existing Contracts set
     forth in Section 3.05 of the VIOC Centers Disclosure Letter and except
     for any increases for which Ashland shall be solely obligated and which
     will not result in any incremental compensation that will be payable by
     HoldCo after the Closing Date pursuant to Section 4.03(a);

          (iii) subject any Transferred Asset to any Lien of any nature
     whatsoever that would have been required to be set forth in Sections 3.02
     or 3.03 of the VIOC Centers Disclosure Letter if existing on the date of
     this Agreement;

          (iv) waive any claims or rights of substantial value to the extent
     relating to any Transferred Asset;

          (v) make or incur any capital expenditures (of a non-emergency
     nature) that relate to the VIOC Centers and that are not reflected in the
     capital expenditure budget set forth in Section 4.01(a)(v) of the VIOC
     Centers Disclosure Letter and that, individually, are in excess of
     $100,000 or that, in the aggregate, are in excess of $500,000, except for
     any such capital expenditures for which Ashland shall be solely
     obligated, provided, however, that if Ashland makes or incurs a capital
     expenditure that relates exclusively to the VIOC Centers and is not
     reflected in the capital expenditure budget set forth in Section
     4.01(a)(v) of the VIOC Centers Disclosure Letter, and if Marathon agrees
     in writing to cause HoldCo to reimburse Ashland for such capital
     expenditure, then HoldCo shall, promptly after the Closing, reimburse
     Ashland for such capital expenditure;

          (vi) sell, lease, license or otherwise dispose of any Transferred
     Assets, except (A) inventory, supplies and obsolete or excess equipment
     sold or disposed of in the ordinary course of business and (B) leases
     entered into in the ordinary course of business with aggregate annual
     lease payments not in excess of $50,000;


<PAGE>


                                                                            24


          (vii) enter into or amend any employee collective bargaining
     agreement or other Contract with any labor union;

          (viii) commit an intentional material breach of or waive any
     material rights under any material Assigned Contract or any material
     Permit, or amend or terminate any material Assigned Contract or any
     material Permit if the result of any such amendment or termination would
     be materially adverse to HoldCo; or

          (ix) authorize, or commit or agree to take, any of the foregoing
     actions.

          (b) Advice of Changes. Ashland shall promptly advise Marathon in
writing of any change or event that has had or would reasonably be expected to
have a VIOC Centers Material Adverse Effect.

          (c) Insurance. Ashland shall use its reasonable best efforts to
keep, or to cause to be kept, all insurance policies currently maintained with
respect to the Transferred Assets (the "Ashland Insurance Policies"), or
suitable replacements thereof, in full force and effect without interruption
through the close of business on the Closing Date; it being understood that
any and all Ashland Insurance Policies are owned and maintained by Ashland and
its affiliates (and do not exclusively relate to the VIOC Centers). HoldCo
will not have any rights under the Ashland Insurance Policies from and after
the Closing Date.

          (d) Reimbursement of Media Expenditures. After the date of this
Agreement, if Ashland enters into a Contract that is a media placement
agreement that would be an Assigned Contract pursuant to Section
1.02(a)(v)(B), and if Marathon agrees in writing to cause HoldCo to reimburse
Ashland for expenditures made or incurred under such Assigned Contract prior
to the Closing, then HoldCo shall, promptly after the Closing, reimburse
Ashland for such expenditures.

          SECTION 4.02. Refunds and Remittances. After the Closing, if Ashland
or any of its affiliates receive any refund or other amount which is a
Transferred Asset or is otherwise properly due and owing to HoldCo or any of
its affiliates in accordance with the terms of this Agreement, Ashland
promptly shall remit, or shall cause to be remitted, such amount to HoldCo.
After the Closing, if


<PAGE>

                                                                            25


HoldCo or any of its affiliates receive any refund or other amount which is an
Excluded Asset or is otherwise properly due and owing to Ashland or any of its
affiliates in accordance with the terms of this Agreement, HoldCo promptly
shall remit, or shall cause to be remitted, such amount to Ashland. After the
Closing, if HoldCo or any of its affiliates receive any refund or other amount
which is related to claims (including workers' compensation), litigation,
insurance or other matters for which Ashland or any of its affiliates is
responsible hereunder, and which amount is not a Transferred Asset, or is
otherwise properly due and owing to Ashland or any of its affiliates in
accordance with the terms of this Agreement, HoldCo promptly shall remit, or
cause to be remitted, such amount to Ashland. After the Closing, if Ashland or
any of its affiliates receive any refund or other amount which is related to
claims (including workers' compensation), litigation, insurance or other
matters for which HoldCo or any of its affiliates is responsible hereunder,
and which amount is not an Excluded Asset, or is otherwise properly due and
owing to HoldCo or any of its affiliates in accordance with the terms of this
Agreement, Ashland promptly shall remit, or cause to be remitted, such amount
to HoldCo.

          SECTION 4.03.  Employee Matters. (a) Continuation of Employment.
Effective as of the Closing, HoldCo or one or more of its affiliates shall
offer employment (which shall include HoldCo's compliance with its covenants
set forth in this Section 4.03) to all VIOC Centers Employees who on the
Closing Date are actively at work (each, an "Active VIOC Centers Employee").
For purposes of this Agreement, any VIOC Centers Employee who is not actively
at work on the Closing Date due solely to a leave of absence (including due to
vacation, holiday, sick leave, maternity or paternity leave, military leave,
jury duty, bereavement leave, injury or short-term disability), other than
long-term disability, in compliance with applicable policies of Ashland or its
affiliates shall be deemed an Active VIOC Centers Employee. Each VIOC Centers
Employee who accepts such an offer of employment is referred to herein as a
"Transferred VIOC Centers Employee". Immediately following the Closing, HoldCo
shall, or shall cause one or more of its affiliates to, provide each
Transferred VIOC Centers Employee (i) with overall compensation that is at
least equivalent to such Transferred VIOC Centers Employee's overall
compensation in effect immediately prior to the

<PAGE>


                                                                            26

Closing and (ii) subject to the provisions of this Section 4.03, with
appropriate employee benefits as determined by HoldCo or such affiliate.
Without limiting the generality of the foregoing, HoldCo shall maintain
employee benefit plans and programs for the Transferred VIOC Centers
Employees, which shall be competitive in the retail industry.

          (b) Certain Welfare Benefits Matters. (i) Immediately following the
Closing, HoldCo or one or more of its affiliates shall allow Transferred VIOC
Centers Employees to participate in benefit plans that provide for group
welfare benefits including, for the avoidance of doubt, vacation and severance
benefits (the "HoldCo VIOC Welfare Plans"). HoldCo shall grant to the
Transferred VIOC Centers Employees credit under the HoldCo VIOC Welfare Plans
for service prior to the Closing with Ashland and its affiliates for all
purposes, other than for purposes of determining eligibility to receive
retiree medical subsidies and for purposes of determining level of benefits
and benefit accruals under any retiree medical plans maintained by HoldCo or
its affiliates. HoldCo or its applicable affiliate shall (A) waive all
limitations as to preexisting conditions, exclusions and waiting periods and
actively-at-work requirements with respect to participation and coverage
requirements applicable to the Transferred VIOC Centers Employees and their
dependents under the HoldCo VIOC Welfare Plans to the extent satisfied or
waived under the applicable corresponding VIOC Benefit Plan immediately prior
to the Closing and (B) provide each Transferred VIOC Centers Employee and his
or her eligible dependents with either pro-rated deductibles and co-payments
for the balance of the year or credit for any co-payments and deductibles paid
prior to the Closing in the calendar year in which the Closing Date occurs
(or, if later, in the calendar year in which Transferred VIOC Centers
Employees and their dependents commence participation in the applicable HoldCo
VIOC Welfare Plan) for purposes of satisfying any applicable deductible or
out-of-pocket requirements under any HoldCo VIOC Welfare Plans in which the
Transferred VIOC Centers Employees participate. If credit for deductibles and
co-payments is provided, Ashland shall provide or cause to be provided
adequate data to implement that credit as HoldCo may reasonably request.

<PAGE>


                                                                            27


               (ii) Ashland shall be responsible in accordance with its
          applicable welfare plans (and the applicable welfare plans of its
          affiliates) in effect prior to the Closing for all reimbursement
          claims (such as medical and dental claims) for expenses incurred,
          and for all non-reimbursement claims (such as life insurance claims)
          incurred, under such plans prior to the Closing by Transferred VIOC
          Centers Employees and their dependents, except that HoldCo shall be
          responsible for such claims to the extent such claims are reflected
          on the Balance Sheet or to the extent insured under an insurance
          policy of which HoldCo or its affiliates becomes the beneficiary and
          for which Ashland or its affiliates have paid the premium. HoldCo
          shall be responsible in accordance with the applicable welfare plans
          of HoldCo and its affiliates for all reimbursement claims (such as
          medical and dental claims) for expenses incurred, and for all
          non-reimbursement claims (such as life insurance claims) incurred,
          from and after the Closing by Transferred VIOC Centers Employees and
          their dependents. For purposes of this Section 4.03(b)(ii), a claim
          shall be deemed to have been incurred on (A) the date of death or
          dismemberment in the case of claims under life insurance and
          accidental death and dismemberment policies or (B) the date on which
          the charge or expense giving rise to such claim is incurred (without
          regard to the date of inception of the related illness or injury or
          the date of submission of a claim related thereto) in the case of
          all other claims; provided, however, that in the event of a hospital
          stay that commences prior to the close of business on the Closing
          Date and ends after the close of business on the Closing Date, the
          cost thereof shall be apportioned between HoldCo and Ashland with
          Ashland responsible for that portion of the cost incurred prior to
          the close of business on the Closing Date and HoldCo responsible for
          the balance of such cost. Effective as of the Closing, HoldCo shall
          assume all liabilities, obligations and commitments of Ashland and
          its affiliates to Transferred VIOC Centers Employees and their
          eligible dependents in respect of health insurance under the
          Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
          ("COBRA"), the Health Insurance Portability and Accountability Act
          of 1996 and applicable state Law; provided, however, that Ashland
          and its affiliates shall remain obligated to


<PAGE>

                                                                            28


          provide any applicable COBRA notices in respect of events occurring
          on or prior to the Closing Date.

     (c) Accrued Vacation. For purposes of determining the number of vacation
days to which each Transferred VIOC Centers Employee shall be entitled
following the Closing, HoldCo shall assume and honor all vacation days accrued
or earned but not yet taken by such Transferred VIOC Centers Employee as of
the Closing. To the extent that a Transferred VIOC Centers Employee is
entitled under any applicable Law or any policy of Ashland or its affiliates
to be paid for any vacation days accrued or earned but not yet taken by such
Transferred VIOC Centers Employee as of the Closing, HoldCo shall discharge
the liability for such vacation days.

     (d) Retirement Plan. Immediately following the Closing, HoldCo or one or
more of its affiliates shall have in effect a retirement benefit plan or plans
(as applicable, the "HoldCo Retirement Plan") that shall provide benefits to
the Transferred VIOC Centers Employees. HoldCo or such affiliate shall have
sole discretion in establishing the provisions of the HoldCo Retirement Plan.

     (e) Administration. Following the date of this Agreement, Ashland and
HoldCo shall reasonably cooperate in all matters reasonably necessary to
effect the transactions contemplated by this Section 4.03, including
exchanging information and data relating to workers' compensation, employee
benefits and employee benefit plan coverages (except to the extent prohibited
by applicable Law), and in obtaining any governmental approvals required
hereunder.

     (f) Employment Tax Reporting Responsibility. HoldCo and Ashland hereby
agree to follow the alternate procedure for employment tax withholding as
provided in Section 5 of Rev. Proc. 96-60, 1996-53 I.R.B. 24 ("Rev. Proc.
96-60"). Ashland shall provide HoldCo with all necessary and accurate payroll
records and such other information relating to the Transferred VIOC Centers
Employees as HoldCo may reasonably request with respect to Transferred VIOC
Centers Employees in order to comply with the provisions of Rev. Proc. 96-60
with respect to the calendar year that includes the Closing Date. HoldCo shall
perform all employment tax reporting responsibilities for such employees from
the Closing Date forward and shall furnish a Form W-2 for such calendar year
to each Transferred VIOC Centers Employee that will include all

<PAGE>


                                                                            29

remuneration earned by such Transferred VIOC Centers Employee from Ashland or
HoldCo during such calendar year.

     (g) Intent. It is HoldCo's intent that the HoldCo Retirement Plan shall
provide retirement benefits that are competitive within the retail industry.

          SECTION 4.04.  Post-Closing Information. After the Closing, upon
reasonable written notice, Ashland and HoldCo shall furnish or cause to be
furnished to each other and their employees and Representatives, during normal
business hours, reasonable access to the personnel, properties, books,
Contracts, commitments, records and other information relating to the VIOC
Centers (and, to the extent reasonably requested, copies of the portions
relating to the VIOC Centers of any such books, Contracts, commitments,
records and other information, in each case to the extent they are available
in written form and they relate to the period prior to the Closing Date) and
assistance relating to the VIOC Centers (to the extent within the control of
such party), in each case for any reasonable business purpose, including in
respect of litigation, insurance matters, financial reporting and accounting
matters.

          SECTION 4.05. Records. HoldCo recognizes that certain Records may
contain incidental information relating to subsidiaries, divisions or
businesses of Ashland other than the VIOC Centers and that Ashland may retain
copies thereof. Ashland recognizes that certain documents and information of a
type similar to the Records may be used, held for use or intended to be used
primarily in, or arise primarily out of, the operation or conduct of the VIOC
Centers, and shall provide copies of the relevant portions thereof to HoldCo
at the Closing.

          SECTION 4.06.  [Intentionally Omitted].

          SECTION 4.07.  Bulk Transfer Laws. HoldCo hereby waives
compliance by Ashland with the provisions of any so-called "bulk transfer law"
of any jurisdiction in connection with the VIOC Assignment and Assumption.

          SECTION 4.08.  Supplies. At any time after 20 days after the
Closing Date, HoldCo shall not use stationery, purchase order forms, labels,
material safety data sheets or other similar paper goods or supplies that
state or


<PAGE>


                                                                            30


otherwise indicate thereon that the VIOC Centers are a division or
unit of Ashland.

          SECTION 4.09.  Mail. From and after the Closing, Ashland and
HoldCo shall cooperate with each other, and shall cause their Representatives
to cooperate with each other, to ensure that (i) HoldCo receives copies of all
mail (including mail sent by private delivery and electronic mail
correspondence) relating to the VIOC Centers or the Transferred Assets and
(ii) Ashland receives all mail addressed to Ashland delivered to the Premises
(which HoldCo is hereby authorized to receive and open) that contains
information relating to, or of importance to, Ashland (including for financial
reporting, accounting or tax purposes) or to subsidiaries, divisions or
businesses of Ashland other than the VIOC Centers.

          SECTION 4.10.  Further Assurances. From time to time after the
Closing, as and when requested by any party hereto, each party shall execute
and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions, as such other party may reasonably deem necessary or desirable to
consummate the Transactions contemplated by this Agreement, including, (i) in
the case of Ashland, executing and delivering to HoldCo such assignments,
deeds, Consents and other instruments as HoldCo may reasonably request as
necessary or desirable for such purpose and (ii) in the case of HoldCo,
executing and delivering to Ashland such assumptions and other instruments as
Ashland may reasonably request as necessary or desirable for such purpose.
From and after the Closing Date, Ashland will promptly refer all bona fide
written inquiries with respect to ownership of the Transferred Assets after
the Closing or the operation or conduct of the VIOC Centers after the Closing
to HoldCo or its designee.

          SECTION 4.11. Review of Contracts. Prior to the Closing Date,
Ashland shall review the terms of each material Contract that relates in part
to the VIOC Centers and in part to any other business of Ashland or any of its
subsidiaries other than those Contracts identified in Section 4.11 of the VIOC
Centers Disclosure Letter (collectively, "Ashland Joint Contracts") in order
to determine whether such Contract should be terminated and replaced on or
prior to the Closing Date by a separate Contract relating to the VIOC Centers
on the one hand (any such separate Contract being an Assigned Contract, so
long


<PAGE>


                                                                            31


as (i) entering into such Contract would not otherwise be in violation of this
Agreement and (ii) such Contract does not contain terms that, in the
aggregate, are materially less advantageous to the VIOC Centers than the terms
under the Contract being terminated and replaced), and a separate Contract
relating to such other business of Ashland or any of its subsidiaries on the
other hand (any such separate Contract not being an Assigned Contract). If
requested by HoldCo or Marathon within 90 days after Ashland notifies HoldCo
and Marathon in writing of the specific terms of the Ashland Joint Contracts,
Ashland shall continue in effect any Ashland Joint Contract not terminated and
replaced in accordance with the immediately preceding sentence, if not
prohibited by the terms of such Ashland Joint Contract, until the stated
expiration thereof (without regard to any available renewal options);
provided, however, that Ashland shall not be prohibited from terminating any
such Ashland Joint Contract that relates to a substantial number of Valvoline
Instant Oil Change (VIOC) quick-lube service centers owned or operated by
Ashland. Each of Ashland and HoldCo shall perform its respective obligations
under all such Ashland Joint Contracts so as not to create a default
thereunder, and Ashland shall provide HoldCo with rights thereunder consistent
with historical practice between the parties with respect thereto, subject to
obtaining any necessary Consents from third parties (which Ashland and HoldCo
mutually agree to use their reasonable best efforts to obtain) and subject to
HoldCo bearing the proportionate expense attributable to such rights
consistent with historical practice between the parties with respect thereto;
provided, however, that neither Ashland nor HoldCo shall be obligated to
extend credit to the other party.

          SECTION 4.12. List of Permits. Within 90 days after the date of
this Agreement, Ashland shall provide to HoldCo and Marathon a list setting
forth all material certificates, licenses, permits, authorizations, Consents
and approvals issued or granted to Ashland by, and all material exemptions of,
or registrations or filings with, Governmental Entities ("Permits"), that are
used, held for use or intended to be used in the operation or conduct of the
VIOC Centers.

<PAGE>


                                                                            32

                                  ARTICLE V

                                  Termination

          SECTION 5.01. Termination. Notwithstanding anything to the contrary
in this Agreement, this Agreement shall automatically terminate, without
further action by any party, and the VIOC Assignment and Assumption abandoned
at any time prior to the Closing, upon termination of the Master Agreement in
accordance with the terms thereof.

          SECTION 5.02. Effect of Termination. In the event of termination of
this Agreement in accordance with Section 5.01, this Agreement shall forthwith
become void and have no effect, without any liability or obligation on the
part of any party hereto, other than (i) Section 5.01 and this Section 5.02
and (ii) Article VI (General Provisions), which provisions shall survive such
termination, and except to the extent that such termination results from the
material breach by a party of its representations, warranties or covenants set
forth in the Transaction Agreements.

                                  ARTICLE VI

                              General Provisions

          SECTION 6.01. Interpretation; VIOC Centers Disclosure Letter;
Certain Definitions. (a) When a reference is made in this Agreement to an
Article, Section or Exhibit, such reference shall be to an Article of, a
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation". No item contained in any section of the VIOC Centers
Disclosure Letter shall be deemed adequate to disclose an exception to a
representation or warranty made in this Agreement, unless (i) such item is
included (or expressly incorporated by reference) in a section of the VIOC
Centers Disclosure Letter that is numbered to correspond to the section number
assigned to such representation or warranty in this Agreement or (ii) it is
readily apparent from a reading of such item that it discloses an exception to
such representation or warranty.


<PAGE>

                                                                            33

          (b) For all purposes hereof:

          "Blanket License Agreement" means the Blanket License Agreement
among the parties thereto in the form attached hereto as Exhibit C, together
with the forms of License Agreement, Licensee Sign and Equipment Lease
Agreement and Licensee Supply Agreement which are attached thereto and
incorporated by reference therein.

          "Environmental Liability" means any liability, obligation or
commitment arising under any Environmental Law; provided, however, that
Environmental Liability specifically does not include any liability,
obligation or commitment relating to any Claim brought by any person other
than a Governmental Entity seeking damages, contribution, indemnification,
cost recovery, penalties, compensation or injunctive relief resulting from the
existence or release of, or exposure to, Hazardous Materials, except where
such Claim is brought as a citizen's suit in which no monetary damages are
sought for the account of such person. Anything in this Agreement to the
contrary notwithstanding, any liability, obligation or commitment under the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, or any comparable state Environmental Law that arises out of, is
based on or is in connection with the disposal or Release by Ashland of
Hazardous Materials at a location other than the Premises shall be treated as
a Retained Liability and shall not be or become an Assumed Liability.

          "Intellectual Property" means patents (including all reissues,
divisions, continuations and extensions thereof), patent applications,
trademarks, trademark registrations, trademark applications, servicemarks,
servicemark registrations, servicemark applications, trade names, business
names, brand names, copyrights, copyright registrations and proprietary
designs and design registrations.

          "Permitted Liens" means (i) Liens for current Taxes, assessments,
governmental charges or levies not yet due, (ii) workers' or unemployment
compensation Liens arising in the ordinary course of business, (iii)
mechanic's, materialman's, supplier's, vendor's, garnishment or similar Liens
arising in the ordinary course of business for amounts not yet due, (iv) Liens
or other charges or encumbrances as may have arisen in the ordinary course of
business, none of which individually or in the


<PAGE>

                                                                            34


aggregate are material to the ownership, use or operation of the Transferred
Assets, (v) any state of facts which an accurate survey would show which does
not materially detract from the value of or materially interfere with the use
and operation of the Transferred Assets, (vi) any Liens, easements,
rights-of-way, restrictions, rights, leases and other encumbrances affecting
title thereto, whether or not of record, which do not materially detract from
the value of or materially interfere with the use and operation of the
Transferred Assets, (vii) legal highways, zoning and building Laws, ordinances
or regulations, (viii) any Liens for real estate Taxes which are not yet due
and payable, (ix) Liens set forth in Section 3.02 of the VIOC Centers
Disclosure Letter and (x) Liens set forth in Section 3.03 of the VIOC Centers
Disclosure Letter.

          "VIOC Centers" means the Valvoline Instant Oil Change (VIOC) service
center business operations (including the marketing and selling of quick
service engine oil change services, lubrication services, certain routine
maintenance check services, preventive automotive maintenance services, and
related products and services) conducted at the locations listed in Section
6.01(b) of the VIOC Centers Disclosure Letter by Ashland, and the supporting
office operations conducted at the locations listed in Section 6.01(b) of the
VIOC Centers Disclosure Letter by Ashland, in each case directly or indirectly
through certain of its subsidiaries, as of the date of this Agreement.

          "VIOC Centers Material Adverse Effect" means a material adverse
effect (i) on the business, properties, assets, condition (financial or
otherwise), operations or results of operation of the VIOC Centers, taken as a
whole, (ii) on the ability of Ashland to perform its obligations under this
Agreement and the other agreements and instruments to be executed and
delivered in connection with this Agreement or (iii) on the ability of Ashland
to consummate the VIOC Assignment and Assumption. For purposes of this
Agreement, "VIOC Centers Material Adverse Effect" shall exclude any events,
changes, effects and developments to the extent relating to (A) the economy of
the United States or foreign economies in general, (B) industries in which the
VIOC Centers operate and not specifically relating to the VIOC Centers, (C)
any announcement by Ashland of the Transactions or of its intention to
transfer the VIOC Centers or (D) the execution

<PAGE>


                                                                            35

of the Transaction Agreements and the Ancillary Agreements and the
consummation of the Transactions.

          SECTION 6.02. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.

          SECTION 6.03. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or
Law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the Transactions contemplated hereby is not affected in any
manner materially adverse to any party hereto. Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement (in accordance with the terms of Section 6.06) so as to effect the
original intent of the parties hereto as closely as possible to the end that
the Transactions contemplated hereby are fulfilled to the greatest extent
possible.

          SECTION 6.04. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

          SECTION 6.05. No Third-Party Beneficiaries. This Agreement is not
intended to confer any rights or remedies upon any person other than the
parties hereto and the Marathon Parties, whom the parties hereto expressly
agree are third-party beneficiaries entitled to enforce the provisions of this
Agreement. Ashland acknowledges that the rights, titles and interests provided
to HoldCo pursuant to this Agreement are a material part of the consideration
for the agreements of the Marathon Parties pursuant to the Master Agreement.
It is further understood that, subject to Section 14.09 of the Master
Agreement, the respective successors and assigns of Ashland and HoldCo shall
have all of the rights, interests and obligations of Ashland and HoldCo,
respectively, hereunder.

          SECTION 6.06.  Amendment. This Agreement may not be amended by
the parties except pursuant to an instrument

<PAGE>


                                                                            36


in writing signed on behalf of Ashland and HoldCo with the written consent of
Marathon.



<PAGE>


                                                                            37


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, all as of the date first written above.

                                              ASHLAND INC.,

                                              by  /s/ James J. O'Brien
                                                  -----------------------------
                                                   Name:  James J. O'Brien
                                                   Title: Chief Executive
                                                          Officer


                                              ATB HOLDINGS INC.,

                                              by  /s/ James J. O'Brien
                                                  -----------------------------
                                                  Name:  James J. O'Brien
                                                  Title: President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>5
<FILENAME>ex2-4.txt
<DESCRIPTION>EXHIBIT 2.4 ASSIGNMENT AND ASSUMPTION AGREEMENT
<TEXT>
                                                                   EXHIBIT 2.4


==============================================================================



                      ASSIGNMENT AND ASSUMPTION AGREEMENT


                               (MALEIC BUSINESS)





                          Dated as of March 18, 2004,





                                    Between





                                 ASHLAND INC.





                                      And





                               ATB HOLDINGS INC.



==============================================================================


<PAGE>


                               TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

                                   ARTICLE I

                       Maleic Assignment and Assumption

   SECTION 1.01.      Maleic Assignment and Assumption....................1
   SECTION 1.02.      Transferred Assets and Excluded Assets..............1
   SECTION 1.03.      Assumption of Certain Liabilities...................6
   SECTION 1.04.      Consents of Third Parties..........................11
   SECTION 1.05.      Closing Current Assets Adjustment..................12
   SECTION 1.06.      Tax Matters........................................15
   SECTION 1.07.      Neville Island Maleic Assets Provisions............15

                                  ARTICLE II

                                  The Closing

   SECTION 2.01.      Closing Date.......................................18
   SECTION 2.02.      Transactions To Be Effected at the Closing.........19

                                  ARTICLE III

                   Representations and Warranties of Ashland

   SECTION 3.01.      Financial Statements...............................19
   SECTION 3.02.      Assets Other than Real Property Interests..........20
   SECTION 3.03.      Real Property......................................20
   SECTION 3.04.      Intellectual Property; Technology..................21
   SECTION 3.05.      Contracts..........................................21
   SECTION 3.06.      Permits............................................24
   SECTION 3.07.      Condition of Transferred Assets....................25
   SECTION 3.08.      Claims.............................................25
   SECTION 3.09.      Benefit Plans......................................25
   SECTION 3.10.      Absence of Changes or Events.......................26
   SECTION 3.11.      Compliance with Laws...............................27
   SECTION 3.12.      Employee and Labor Matters.........................28
   SECTION 3.13.      Sufficiency of Transferred Assets..................29
   SECTION 3.14.      Inventory..........................................29
   SECTION 3.15.      Receivables........................................29


<PAGE>


                                  ARTICLE IV

                                   Covenants

   SECTION 4.01.      Covenants of Ashland Relating to Conduct of
                      Maleic Business....................................30
   SECTION 4.02.      Refunds and Remittances............................32
   SECTION 4.03.      Employee Matters...................................33
   SECTION 4.04.      Post-Closing Information...........................38
   SECTION 4.05.      Records............................................38
   SECTION 4.06.      Agreement Not To Compete...........................39
   SECTION 4.07.      Bulk Transfer Laws.................................40
   SECTION 4.08.      Supplies...........................................41
   SECTION 4.09.      Mail...............................................41
   SECTION 4.10.      Further Assurances.................................41
   SECTION 4.11.      Review of Contracts................................41

                                   ARTICLE V

                                  Termination

   SECTION 5.01.      Termination........................................43
   SECTION 5.02.      Effect of Termination..............................43

                                  ARTICLE VI

                              General Provisions

   SECTION 6.01.      Interpretation; Maleic Business Disclosure
                      Letter; Certain Definitions........................43
   SECTION 6.02.      Counterparts.......................................45
   SECTION 6.03.      Severability.......................................45
   SECTION 6.04.      Governing Law......................................46
   SECTION 6.05.      No Third-Party Beneficiaries.......................46
   SECTION 6.06.      Amendment..........................................46


Exhibit A      Form of Deed (Maleic Business)
Exhibit B      Form of Assignment and Assumption (Maleic Business)
Exhibit C      Form of Maleic Supply Agreement
Exhibit D      Form of Transition Services Agreement


                                      ii


<PAGE>


                            INDEX OF DEFINED TERMS


TERM                                                                   SECTION
----                                                                   -------
Accounting Firm...................................................     1.05(b)
Active Maleic Business Employee...................................     4.03(a)
Agreement.........................................................    Preamble
Ashland...........................................................    Preamble
Ashland Insurance Policies........................................     4.01(c)
Ashland Joint Contracts...........................................        4.11
Ashland Pension Plan..............................................     4.03(e)
Assigned Contracts................................................ 1.02(a)(vi)
Assigned Permits..................................................  1.02(a)(v)
Assumed Liabilities...............................................     1.03(a)
Assigned Technology............................................... 1.02(a)(iv)
Balance Sheet.....................................................        3.01
Balance Sheet Principles..........................................     1.05(d)
Claim............................................................. 1.03(b)(iv)
Closing Current Assets............................................     1.05(a)
COBRA............................................................. 4.03(b)(ii)
Competitive Activities............................................     4.06(a)
Contracts......................................................... 1.02(a)(vi)
Current Assets....................................................     1.05(d)
Employee Benefits Liability.......................................     3.09(b)
Environmental Claim...............................................     3.11(b)
Environmental Laws................................................     3.11(b)
Environmental Liability...........................................     6.01(b)
Environmental Tests...............................................  1.03(b)(x)
ERISA.............................................................     3.09(a)
Excluded Assets...................................................     1.02(b)
Exercise Notice...................................................     1.07(b)
Financial Statements..............................................        3.01
Hazardous Materials...............................................     3.11(b)
HoldCo............................................................    Preamble
HoldCo Maleic Welfare Plans.......................................  4.03(b)(i)
HoldCo Retiree Medical Plan.......................................     4.03(f)
HoldCo Retirement Plan............................................     4.03(e)
Intellectual Property.............................................     6.01(b)
Inventory......................................................... 1.02(a)(ii)
Leased Property...................................................     3.03(a)
Maleic Assignment and Assumption..................................        1.01
Maleic Benefit Plans..............................................     3.09(a)
Maleic Business...................................................     6.01(b)
Maleic Business Disclosure Letter................................. Article III
Maleic Business Employee..........................................     3.09(a)
Maleic Business Material Adverse Effect...........................     6.01(b)
Maleic Pension Plans..............................................     3.09(a)
Maleic Supply Agreement...........................................     2.02(c)


<PAGE>


TERM                                                                   SECTION
----                                                                   -------
Master Agreement..................................................    Recitals
Neville Island Maleic Assets......................................     1.07(a)
Neville Island Maleic Facility....................................     1.07(a)
Notice of Disagreement............................................     1.05(b)
Option Notice.....................................................     1.07(a)
Option Period.....................................................     1.07(a)
Owned Property....................................................     3.03(a)
Permits...........................................................        3.06
Permitted Liens...................................................     6.01(b)
Plant.............................................................  1.03(b)(x)
Premises..........................................................  1.02(a)(i)
Proposed Sale Notice..............................................     1.07(b)
Receivables.......................................................  1.02(a)(x)
Records........................................................... 1.02(a)(ix)
Release...........................................................     3.11(b)
Retained Liabilities..............................................     1.03(b)
Rev. Proc. 96-60..................................................     4.03(i)
Statement.........................................................     1.05(a)
Target Current Assets.............................................     1.05(c)
Technology........................................................ 1.02(a)(iv)
Transferred Assets................................................     1.02(a)
Transferred Maleic Business Employee..............................     4.03(a)
Transition Services Agreement.....................................     2.02(d)
WARN Act..........................................................     4.03(g)


                                      ii


<PAGE>



                          ASSIGNMENT AND ASSUMPTION AGREEMENT (MALEIC BUSINESS)
                    (this "Agreement") dated as of March 18, 2004, between
                    Ashland Inc., a Kentucky corporation ("Ashland"), and ATB
                    Holdings Inc., a Delaware corporation and a wholly owned
                    subsidiary of Ashland ("HoldCo").


          WHEREAS, simultaneously with the execution and delivery of this
Agreement, the parties hereto and certain other parties are entering into a
Master Agreement (the "Master Agreement"; terms used but not otherwise defined
herein have the meanings assigned to them in the Master Agreement); and

          WHEREAS, in accordance with the terms and conditions of the Master
Agreement, Ashland wishes to transfer to HoldCo, and HoldCo wishes to acquire
and assume, certain assets and liabilities of the Maleic Business (as defined
in Section 6.01(b)) pursuant to the terms and conditions of this Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                       Maleic Assignment and Assumption
                       --------------------------------

          SECTION 1.01. MALEIC ASSIGNMENT AND ASSUMPTION. On the terms and
subject to the conditions of this Agreement and the Master Agreement, at the
Closing, Ashland shall contribute, assign, transfer, convey and deliver to
HoldCo, and HoldCo shall acquire from Ashland, all the right, title and
interest as of the Closing of Ashland in, to and under the Transferred Assets
(as defined in Section 1.02(a)), and HoldCo shall assume the Assumed
Liabilities (as defined in Section 1.03(a)). The contribution, assignment,
transfer, conveyance and delivery of the Transferred Assets and the assumption
of the Assumed Liabilities and the other Transactions contemplated by this
Agreement are referred to in this Agreement as the "Maleic Assignment and
Assumption".

          SECTION 1.02. TRANSFERRED ASSETS AND EXCLUDED ASSETS. (a) The term
"Transferred Assets" means all of Ashland's right, title and interest in, to
and under the


<PAGE>


                                                                             2


following assets, other than the Excluded Assets (as defined in Section
1.02(b)):

             (i) (A) all real property, leaseholds and other interests
       (including interests in surface rights and mineral interests) in the
       real property listed in Section 3.03 of the Maleic Business Disclosure
       Letter (as defined in Article III), in each case together with Ashland's
       right, title and interest in all buildings, structures, improvements,
       paved parking lots and fixtures thereon, and caverns thereunder, and all
       other appurtenances thereto (collectively, the "Premises"), and all
       bridges leading to or from the Premises (and all easements relating
       thereto) and (B) Ashland's right, title and interest, if any, in, to and
       under all railroad sidings on the Premises and all pipelines, cabling,
       wiring and other conduit leading to or from the Premises (and all
       easements, licenses and permits (to the extent transferable) relating
       thereto);

             (ii) (A) all raw materials, work-in-process, finished goods,
       supplies, parts, spare parts and other inventories of Ashland that on
       the Closing Date are located on the Premises and (B) all other raw
       materials, work-in-process, finished goods, supplies, parts, spare parts
       and other inventories of Ashland (including in transit, on consignment
       or in the possession of any third party) on the Closing Date, in the
       case of this clause (B) that are used, held for use or intended to be
       used exclusively in the operation or conduct of the Maleic Business
       (collectively, the "Inventory"), including any Inventory to be sold to
       Ashland or any of its affiliates after the Closing pursuant to the
       Maleic Supply Agreement (as defined in Section 2.02(c)) or otherwise;

             (iii) (A) all other tangible personal property and interests
       therein, including all machinery, equipment, tools, appliances,
       telephones, telecommunications equipment, copy machines, fax machines,
       computers, implements, furniture, furnishings and vehicles, of Ashland
       that on the Closing Date are located on the Premises and (B) all other
       tangible personal property and interests therein, including all
       machinery, equipment, tools, appliances, telephones, telecommunications
       equipment, copy machines, fax


<PAGE>


                                                                             3


       machines, computers, implements, furniture, furnishings and vehicles,
       of Ashland (including in transit, on consignment or in the possession
       of any third party) on the Closing Date, in the case of this clause (B)
       that are used, held for use or intended to be used exclusively in the
       operation or conduct of the Maleic Business, in each case under
       clause (A) or (B) together with any rights or claims of Ashland arising
       out of the breach of any express or implied warranty by the
       manufacturers or sellers of such assets;

             (iv) all trade secrets, confidential information, inventions,
       know-how, formulae, proprietary processes, proprietary procedures,
       research records, records of inventions, test information, market
       surveys and marketing know-how (collectively, "Technology") of Ashland,
       in each case that are used, held for use or intended to be used
       exclusively in the operation or conduct of the Maleic Business (the
       "Assigned Technology");

             (v) to the extent that such Permits (as defined in Section 3.06)
       are transferable, all Permits of Ashland that are used, held for use or
       intended to be used exclusively in the operation or conduct of the
       Maleic Business (the "Assigned Permits");

             (vi) (A) all contracts, leases, subleases, licenses, indentures,
       agreements, commitments and all other legally binding arrangements
       ("Contracts"), whether oral or written, to which Ashland is a party or
       by which Ashland is bound as of the date of this Agreement that are (1)
       listed in Sections 3.03 or 3.05 of the Maleic Business Disclosure Letter
       or (2) of the type specified in any of clauses (i) through (xi) of
       Section 3.05 but, as a result of the application of any applicable
       thresholds set forth therein, are not required to be listed in Section
       3.05 of the Maleic Business Disclosure Letter, (B) all other written
       Contracts (including purchase orders and sales orders) to which Ashland
       is a party or by which Ashland is bound, in the case of this clause (B)
       that are entered into after the date of this Agreement, but not in
       violation or breach of any provision of this Agreement, and that
       exclusively relate to, or that arise exclusively out of, the operation
       or conduct of the Maleic Business in the ordinary course of business and
       (C) all Contracts to which Ashland is a party or


<PAGE>


                                                                             4


       by which Ashland is bound, in the case of this clause (C) that are
       entered into after the date of this Agreement and that are to be
       treated as Assigned Contracts pursuant to Section 4.11 (the "Assigned
       Contracts");

             (vii) all rights of Ashland in and to products sold or leased
       (including products returned after the Closing and rights of rescission,
       replevin and reclamation) to the extent arising in the operation or
       conduct of the Maleic Business;

             (viii) all credits, prepaid expenses, deferred charges, advance
       payments, security deposits and prepaid items of Ashland, in each case
       to the extent used, held for use or intended to be used in, or to the
       extent arising out of, the operation or conduct of the Maleic Business;

             (ix) all books of account, ledgers, general, financial, accounting
       and personnel records, files, invoices, customers' and suppliers' lists,
       other distribution lists, billing records, sales and promotional
       literature, manuals, customer and supplier correspondence, sales
       records, credit data and other information relating to present or past
       customers, cost and pricing information, equipment maintenance data,
       purchasing records and information, business plans, payroll and
       personnel records, purchase orders, sales forms, artwork, photography,
       log books, environmental, health and safety audit procedures, schedules,
       reports, protocols and findings pertaining to the Maleic Business or the
       Transferred Assets (including records of spills or other releases or
       discharges into the atmosphere, records of environmental, safety or
       health reports to or from Governmental Entities regarding the Maleic
       Business or the Transferred Assets (including notices of violation), and
       correspondence, notices and orders of an environmental, safety or health
       nature regarding the Maleic Business or the Transferred Assets) and
       other similar property, rights and information of Ashland, in each case
       that are used, held for use or intended to be used exclusively in, or
       that arise exclusively out of, the operation or conduct of the Maleic
       Business (the "Records");


<PAGE>


                                                                             5


             (x) all accounts receivable of Ashland as of the close of business
       on the Closing Date to the extent arising out of the operation or
       conduct of the Maleic Business (the "Receivables");

             (xi) all goodwill and going concern value of Ashland generated
       exclusively by, or associated exclusively with, the Maleic Business;

             (xii) all rights, claims and credits of Ashland to the extent
       relating to any other Transferred Asset or any Assumed Liability (other
       than any such items arising under insurance policies), including any
       such items arising under any guarantee, warranty, indemnity or similar
       right in favor of Ashland in respect of any other Transferred Asset or
       any Assumed Liability; and

             (xiii) all other or additional privileges, rights, interests,
       properties and assets of Ashland of every kind and description and
       wherever located, in each case that are used, held for use or intended
       to be used exclusively in, or that arise exclusively out of, the
       operation or conduct of the Maleic Business.

             (b)  The term "Excluded Assets" means:

             (i) all assets identified in Section 1.02(b) of the Maleic
       Business Disclosure Letter;

             (ii) all cash and cash equivalents of Ashland;

             (iii) all rights, claims and credits of Ashland to the extent
       relating to any other Excluded Asset or any Retained Liability (as
       defined in Section 1.03(b)), including any such items arising under
       insurance policies and any guarantee, warranty, indemnity or similar
       right in favor of Ashland in respect of any other Excluded Asset or any
       Retained Liability;

             (iv) all collective bargaining agreements and other Contracts with
       any labor union that cover one or more Active Maleic Business Employees
       (as defined in Section 4.03(a)) and all Contracts relating to
       compensation, bonus or severance to which any Active Maleic Business
       Employee or any person hired to become a Maleic Business Employee (as
       defined in Section 3.09(a)) is a party;


<PAGE>


                                                                             6


             (v) all the assets of the Maleic Pension Plans (as defined in
       Section 3.09(a)) and all the assets of Ashland and its affiliates under
       any other Maleic Benefit Plan (as defined in Section 3.09(a));

             (vi) all rights of Ashland under the Transaction Agreements and
       the Ancillary Agreements;

             (vii) all assets relating to corporate-level services of the type
       currently provided to the Maleic Business by Ashland or any of its
       affiliates;

             (viii) any shares of capital stock of any affiliate of Ashland;

             (ix) the name and mark "Ashland" (in any style or design), and any
       name or mark derived from or including the foregoing;

             (x) all records of Ashland prepared in connection with the
       Transactions; and

             (xi) all financial and tax records relating to the Maleic Business
       to the extent they form part of Ashland's general ledger.

          SECTION 1.03. ASSUMPTION OF CERTAIN LIABILITIES. (a) Upon the terms
and subject to the conditions of this Agreement, HoldCo shall assume, effective
as of the Closing, and from and after the Closing, HoldCo shall pay, perform
and discharge when due, and indemnify Ashland and its affiliates and each of
their respective Representatives against, and defend and hold them harmless
from, all of the following liabilities, obligations and commitments of any
nature, whether known or unknown, express or implied, primary or secondary,
direct or indirect, liquidated, absolute, accrued, contingent or otherwise
and whether due or to become due, of Ashland (collectively, the "Assumed
Liabilities"), other than any Retained Liabilities:

             (i) all liabilities, obligations and commitments of Ashland under
       the Assigned Contracts to the extent such liabilities, obligations and
       commitments relate to the period from and after the Closing;

             (ii) all liabilities, obligations and commitments of Ashland under
       any maleic anhydride product exchange agreements that are reflected in
       the Statement (as


<PAGE>


                                                                             7


       defined in Section 1.05(a)) in accordance with Section 1.05;

             (iii) all liabilities, obligations and commitments of Ashland to
       the extent expressly assumed by HoldCo in accordance with Section 4.03;

             (iv) all Environmental Liabilities (as defined in Section 6.01(b))
       of Ashland to the extent they arise out of both (A) the operation of any
       of the Transferred Assets or the operation or conduct of the Maleic
       Business and (B) either (x) events occurring or circumstances or
       conditions arising from and after the Closing, or (y) events occurring
       or circumstances or conditions arising prior to the Closing, but only,
       in the case of this clause (B)(y), to the extent set forth in the table
       below (provided, however, that to the extent the same Environmental
       Liability is described in both clauses (x) and (y) of this Section
       1.03(a)(iv)(B), such Environmental Liability will be apportioned between
       HoldCo and Ashland in proportion to the extent to which the activities
       of each party contributed to the cause of the Environmental Liability,
       taking into account all pertinent factors, including the length of
       ownership by HoldCo and Ashland of the relevant property during the time
       of the event or occurrence, or the development of the circumstance or
       condition, giving rise to the Environmental Liability and the use made
       of such property by the parties hereto):

------------------------------------------------------------------------------
If written notice (in                           Percentage of Environmental
reasonable detail) of such                      Liability described in clause
Environmental Liability is                      (B)(y) above that will be an
first received by Ashland                       Assumed Liability:
during the twelve-month
period ending on the
following anniversary of the
Closing Date (provided,
however, that with respect to
any Environmental Liability
arising from any matter
referred to in Section 3.11(b)
of the Maleic Business
Disclosure Liability Letter,
Ashland shall be deemed to
have received written notice
------------------------------------------------------------------------------


<PAGE>


                                                                             8


------------------------------------------------------------------------------
(in reasonable detail) of
such Environmental Liability
prior to the first
anniversary of the Closing
Date):
------------------------------------------------------------------------------
First through Fifth                             0%
------------------------------------------------------------------------------
Sixth                                           20%
------------------------------------------------------------------------------
Seventh                                         40%
------------------------------------------------------------------------------
Eighth                                          60%
------------------------------------------------------------------------------
Ninth                                           80%
------------------------------------------------------------------------------
If such notice is not                           100%
received by Ashland on or
prior to the ninth
anniversary of the Closing
Date
------------------------------------------------------------------------------
; and

             (v) all other liabilities, obligations and commitments of Ashland
       to the extent such liabilities, obligations and commitments relate to or
       arise out of the operation of any of the Transferred Assets or the
       operation or conduct of the Maleic Business, in each case from and after
       the Closing.

             (b)  Notwithstanding Section 1.03(a), or any other provision of
this Agreement, HoldCo shall not assume, and Ashland shall pay, perform and
discharge when due, and indemnify HoldCo and its affiliates and each of their
respective Representatives against, and defend and hold them harmless from, any
liability, obligation or commitment of Ashland or the Maleic Business of any
nature, whether known or unknown, express or implied, primary or secondary,
direct or indirect, liquidated, absolute, accrued, contingent or otherwise, and
whether due or to become due, except the Assumed Liabilities (collectively, the
"Retained Liabilities").  Without limiting the generality of the foregoing, the
Retained Liabilities include:

             (i) any liability, obligation or commitment of Ashland to the
       extent arising out of the operation or


<PAGE>


                                                                             9


       conduct by Ashland or any of its affiliates of any business other than
       the Maleic Business;

             (ii) all accounts payable of Ashland to the extent arising out of
       the operation or conduct of the Maleic Business prior to the Closing;

             (iii) any liability, obligation or commitment of Ashland (A) to
       the extent arising out of any actual or alleged breach by Ashland of, or
       nonperformance by Ashland under, any Contract (including any Assigned
       Contract) prior to the Closing or (B) under any Assigned Contract to the
       extent such liability, obligation or commitment relates to the period
       prior to the Closing;

             (iv) any liability, obligation or commitment of Ashland arising
       out of any warranty claim, suit, action, proceeding, investigation,
       governmental action or other cause of action or claim associated with or
       relating to the Maleic Business or the Transferred Assets (a "Claim") to
       the extent arising out of actions, omissions or conditions occurring or
       existing on or prior to the Closing Date;

             (v) any liability, obligation or commitment of Ashland to the
       extent such liability, obligation or commitment relates to, or arises
       out of, any Excluded Asset, or arises out of the ownership or operation
       by Ashland of any of the Excluded Assets;

             (vi) except as otherwise expressly provided in Section 4.03, any
       liability, obligation or commitment of Ashland arising under any Maleic
       Benefit Plan;

             (vii) any liability, obligation or commitment of Ashland to any of
       its divisions, subsidiaries or affiliates;

             (viii) any liability, obligation or commitment of Ashland or any
       of its affiliates under any of the Transaction Agreements or any of the
       Ancillary Agreements;

             (ix) the amount, if any, equal to the aggregate book value (as of
       the Closing Date) of all Receivables that are not collected after the
       Closing Date and remain outstanding for a period of more than 60 days


<PAGE>


                                                                            10


       after their respective due dates (as reflected in the books and records
       of the Maleic Business) notwithstanding that HoldCo has made reasonable
       efforts to collect such Receivables, which amount shall be promptly paid
       by Ashland to HoldCo and, until paid, shall be deemed for all purposes
       of this Agreement to be a Retained Liability; provided, however, in the
       event any one or more of the Receivables become Retained Liabilities
       under this clause (ix), promptly following Ashland's payment to HoldCo
       with respect to such Receivables under this clause (ix), HoldCo shall
       assign all of its rights, title and interests in, to and under such
       Receivables and, to the extent HoldCo thereafter receives any payments
       from the relevant customers on account of such Receivables, HoldCo shall
       promptly forward such payments to Ashland; and

             (x) any Environmental Liability arising out of events occurring or
       circumstances or conditions arising prior to the Closing except for
       Environmental Liabilities that are Assumed Liabilities pursuant to
       Section 1.03(a)(iv); provided, however, an Environmental Liability that
       otherwise would be considered a Retained Liability under this Section
       1.03(b)(x) shall be an Assumed Liability and shall not be a Retained
       Liability if the event, circumstance or condition that gave rise to such
       Environmental Liability (A) is the result of a change in use after the
       Closing Date of (x) any portion of the Premises consisting of the
       parcels of real property on which the maleic anhydride plant located in
       Neal, West Virginia (the "Plant") is located (which parcels are
       identified as such in Section 3.03 of the Maleic Business Disclosure
       Letter) to a use substantially unrelated to the use of such Premises as
       of the Closing Date or (y) any other portion of the Premises to a use
       other than an industrial use or (B) was discovered as a result of a
       Phase II or other intrusive sampling, testing or investigation conducted
       after the Closing Date (collectively, "Environmental Tests") except for
       Environmental Tests undertaken (x) to respond to, investigate, or
       otherwise remediate environmental conditions or contamination that are
       on the Closing Date in violation of the standards imposed by applicable
       Environmental Laws (as defined in Section 3.11(b)), (y) as required by
       Environmental Laws


<PAGE>


                                                                            11


       or in response to an inquiry, request, claim or demand by a
       Governmental Entity or as a reasonable response to any claim or demand
       by any other person that is not an affiliate of HoldCo or (z) in
       connection with a condition first discovered as a result of
       construction activities commencing after the Closing Date at, on or
       beneath the Premises, so long as such construction activities are
       undertaken in connection with (1) with respect to any portion of the
       Premises consisting of the parcels of real property on which the Plant
       is located, a use substantially related to the use of such Premises as
       of the Closing Date or (2) with respect to any other portion of the
       Premises, an industrial use of such Premises.

          (c) HoldCo shall acquire the Transferred Assets free and clear of
all liabilities, obligations and commitments of Ashland, other than the
Assumed Liabilities, and free and clear of all Liens, other than Permitted
Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to the
HoldCo Borrowing arrangements or arising from actions or inactions of any of
the Marathon Parties or their affiliates (and not of any of the Ashland
Parties or their affiliates).

          SECTION 1.04. CONSENTS OF THIRD PARTIES. (a) Notwithstanding
anything to the contrary in this Agreement, this Agreement shall not
constitute an agreement to assign any asset or any claim or right or any
benefit arising under or resulting from such asset, or to assume any
liability, obligation or commitment, if an attempted assignment or assumption
thereof, without the Consent of a third party, would constitute a breach or
other contravention of the rights of such third party, would be ineffective
with respect to any party to an agreement concerning such asset, liability,
obligation or commitment, or would in any way adversely affect the rights of
Ashland or, upon transfer, HoldCo with respect to such asset, liability,
obligation or commitment. If any transfer or assignment by Ashland, or any
assumption by HoldCo, of any interest in, or liability, obligation or
commitment under, any asset requires the Consent of a third party, then such
transfer or assignment or assumption shall be made subject to such Consent
being obtained. Except as set forth in Section 1.04(b), Ashland shall not have
any liability or obligation under this Agreement arising out of or relating to
the failure to obtain any such Consent that may be


<PAGE>


                                                                            12


required in connection with the Transactions contemplated by this Agreement or
because of any circumstances resulting therefrom, in each case so long as
Ashland shall have complied with its obligation under Section 9.11 of the
Master Agreement to use its reasonable best efforts to obtain such Consents.
Subject to Section 1.04(b), no representation, warranty or covenant of Ashland
herein shall be breached or deemed breached, and no condition shall be deemed
not satisfied, as a result of (i) the failure to obtain any such Consent, (ii)
any circumstances resulting therefrom or (iii) any Claim or investigation
commenced or threatened by or on behalf of any person arising out of or
relating to the failure to obtain any such Consent or any circumstances
resulting therefrom, in each case so long as Ashland shall have complied with
its obligation under Section 9.11 of the Master Agreement to use its
reasonable best efforts to obtain such Consents.

          (b) If any such Consent is not obtained prior to the Closing, the
Closing shall nonetheless take place on the terms set forth herein and,
thereafter, Ashland and HoldCo shall cooperate (at their own expense) in any
lawful and reasonable arrangement proposed by HoldCo under which HoldCo shall
obtain the economic claims, rights and benefits under the asset, claim or
right with respect to which the Consent has not been obtained in accordance
with this Agreement. Such reasonable arrangement may include (i) the
subcontracting, sublicensing or subleasing to HoldCo of any and all rights of
Ashland against the other party to such third-party agreement arising out of a
breach or cancellation thereof by the other party and (ii) the enforcement by
Ashland of such rights. With respect to the Assigned Contracts listed in
Section 1.04(b) of the Maleic Business Disclosure Letter, if the provision of
such economic claims, rights and benefits to HoldCo shall violate the rights
of such other party, Ashland shall otherwise compensate HoldCo for the
reasonable value, if any, of such economic claims, rights and benefits, so
long as HoldCo shall have complied with its obligations under the first
sentence of this Section 1.04(b).

          SECTION 1.05. CLOSING CURRENT ASSETS ADJUSTMENT. (a) Within 60 days
after the Closing Date, Ashland shall prepare and deliver to HoldCo a
statement (the "Statement"), setting forth Current Assets (as defined in
Section 1.05(d)) as of the close of business on the Closing Date ("Closing
Current Assets"). A physical inventory


<PAGE>


                                                                            13


shall be conducted jointly by Ashland and Marathon on or prior to the Closing
Date, in accordance with Section 1.05(a) of the Maleic Business Disclosure
Letter, for the purpose of preparing the Statement.

          (b) During the 30-day period following HoldCo's receipt of the
Statement, HoldCo and its Representatives shall be permitted to review the
working papers relating to the Statement. The Statement shall become final and
binding upon the parties on the 15th day following delivery thereof, unless
HoldCo gives written notice of its disagreement with the Statement (a "Notice
of Disagreement") to Ashland prior to such date. Any Notice of Disagreement
shall (i) specify in reasonable detail the nature of any disagreement so
asserted and (ii) only include disagreements based on mathematical errors or
based on Closing Current Assets not being calculated in accordance with this
Section 1.05. If a Notice of Disagreement is received by Ashland in a timely
manner, then the Statement (as revised in accordance with this sentence) shall
become final and binding upon Ashland and HoldCo on the earlier of (A) the
date Ashland and HoldCo resolve in writing any differences they have with
respect to the matters specified in the Notice of Disagreement or (B) the date
any disputed matters are finally resolved in writing by the Accounting Firm
(as defined below). During the 30-day period following the delivery of a
Notice of Disagreement, Ashland and HoldCo shall seek in good faith to resolve
in writing any differences that they may have with respect to the matters
specified in the Notice of Disagreement. At the end of such 30-day period,
Ashland and HoldCo shall submit to an independent accounting firm (the
"Accounting Firm") for arbitration any and all matters that remain in dispute
and were properly included in the Notice of Disagreement, in the form of a
written brief. The Accounting Firm shall be KPMG LLP or, if such firm is
unable or unwilling to act, such other nationally recognized independent
public accounting firm as shall be agreed upon by the parties hereto in
writing. Ashland and HoldCo shall instruct the Accounting Firm to render a
decision resolving the matters submitted to the Accounting Firm within 30 days
following submission. Judgment may be entered upon the determination of the
Accounting Firm in any court having jurisdiction over the party against which
such determination is to be enforced. The cost of any arbitration (including
the fees and expenses of the Accounting Firm and reasonable attorney fees and
expenses


<PAGE>


                                                                            14


of the parties) pursuant to this Section 1.05 shall be borne by HoldCo and
Ashland in inverse proportion as they may prevail on matters resolved by the
Accounting Firm, which proportionate allocations shall also be determined by
the Accounting Firm at the time the determination of the Accounting Firm is
rendered on the merits of the matters submitted. The fees and disbursements of
Ashland's Representatives incurred in connection with their preparation of the
Statement and their review of any Notice of Disagreement shall be borne by
Ashland, and the fees and disbursements of HoldCo's Representatives incurred
in connection with its review of the Statement shall be borne by HoldCo.

          (c) If Closing Current Assets is less than the line item comprising
Current Assets on the Balance Sheet (as defined in Section 3.01) ("Target
Current Assets"), Ashland shall, and if Closing Current Assets is more than
Target Current Assets, HoldCo shall, within 10 business days after the
Statement becomes final and binding on the parties, make payment by wire
transfer in immediately available funds of the amount of such difference,
together with interest thereon at a rate equal to the rate of interest from
time to time announced publicly by Citibank, N.A., as its prime rate,
calculated on the basis of the actual number of days elapsed divided by 365,
from the Closing Date to the date of payment.

          (d) The term "Current Assets" means the current assets of the Maleic
Business, calculated in the same way, using the same methods, as the line item
comprising current assets on the Balance Sheet, other than any current assets
relating to any Tax (as defined in the Tax Matters Agreement); provided,
however, that any liabilities, obligations or commitments of Ashland under any
maleic anhydride product exchange agreements in effect as of the Closing Date
shall be deducted, on a dollar for dollar basis, from current assets for
purposes of determining Closing Current Assets under this Section 1.05. The
foregoing principles are referred to in this Agreement as the "Balance Sheet
Principles". The parties acknowledge that the adjustment contemplated by this
Section 1.05 is intended solely to show the change in Current Assets from the
date of the Balance Sheet to the Closing Date, and that such change can only
be measured if the calculation is done in the same way, using the same
methods, for both dates. The scope of the disputes to be resolved by the
Accounting


<PAGE>


                                                                            15


Firm shall be limited to whether Closing Current Assets was calculated in
accordance with the Balance Sheet Principles, and whether there were
mathematical errors in the Statement, and the Accounting Firm is not to make
any other determination, including any determination as to whether GAAP was
followed for the Balance Sheet or the Statement. Any items on or omissions
from the Balance Sheet that are based upon errors of fact or mathematical
errors or that are not in accordance with GAAP shall be retained for purposes
of calculating Closing Current Assets.

          (e) Following the Closing, HoldCo shall not modify the accounting
books and records of the Maleic Business on which the Statement is to be based
that would in any way affect the Balance Sheet or the Statement. Without
limiting the generality of the foregoing, no changes shall be made in any
reserve or other account existing as of the date of the Balance Sheet that
would in any way affect the Balance Sheet or the Statement except, in the case
of the Statement, as a result of events occurring after the date of the
Balance Sheet and, in such event, only in a manner consistent with past
practices of the Maleic Business. HoldCo shall cooperate in the preparation of
the Statement. HoldCo acknowledges that Ashland shall have the primary
responsibility and authority for preparing the Statement. During the period of
time from and after the Closing Date through the resolution of any adjustment
with respect to Closing Current Assets contemplated by this Section 1.05,
HoldCo shall afford to Ashland and its Representatives reasonable access
during normal business hours to all the properties, books, contracts,
personnel and records of the Maleic Business relevant to the preparation of
the Statement and the adjustment contemplated by this Section 1.05.

             SECTION 1.06. TAX MATTERS.  Notwithstanding anything to the
contrary in this Agreement, the rights, responsibilities and obligations of the
parties with respect to any Taxes or Tax Items (in each case as defined in the
Tax Matters Agreement) related to or arising from the ownership or operation of
the Maleic Business shall be determined pursuant to the Tax Matters Agreement.

             SECTION 1.07. NEVILLE ISLAND MALEIC ASSETS PROVISIONS.

             (a)  During the Option Period (as defined below), HoldCo shall be
entitled to elect to purchase from Ashland


<PAGE>


                                                                            16


all of Ashland's right, title and interest in, to and under the assets of the
maleic anhydride portion of the plant (the "Neville Island Maleic Facility")
located at Neville Island, Pennsylvania and the assets that are used, held for
use or intended to be used exclusively in the maintenance or operation of the
Neville Island Maleic Facility (collectively, the "Neville Island Maleic
Assets") by providing written notice to Ashland of such election (the "Option
Notice"). For the avoidance of doubt, the Neville Island Maleic Assets shall
not include any of the assets that are used, held for use or intended to be
used in the unsaturated polyester resin portion of the plant located at
Neville Island, Pennsylvania. If HoldCo exercises its right to purchase
hereunder, (i) the purchase price for the Neville Island Maleic Assets shall
be equal to the fair market value of the Neville Island Maleic Assets,
determined, as of the date on which HoldCo delivers the Option Notice to
Ashland, by Morgan Joseph & Co. Inc. (or such other independent investment
banking or appraisal firm as may be agreed upon by Ashland and HoldCo after
the Closing Date), using the same valuation methodology used by Morgan Joseph
& Co. Inc. for purposes of establishing the value of the Maleic Business in
connection with the Transactions being effected on the Closing Date under the
Master Agreement, (ii) Ashland and HoldCo shall use their reasonable best
efforts to cause the closing of the purchase and sale of the Neville Island
Maleic Assets to occur within 60 days of the date on which HoldCo delivers the
Option Notice to Ashland and (iii) the other terms of the purchase and sale
transaction shall be negotiated in good faith between Ashland and HoldCo,
provided that such terms and conditions shall be substantially consistent with
the terms and conditions applicable to the Transactions effected pursuant to
this Agreement. Ashland shall provide HoldCo at least two months' prior
written notice of the commencement of permanent demolition or disassembly of
the Neville Island Maleic Facility. "Option Period" means the period beginning
on the Closing Date and terminating and expiring upon the earliest to occur of
(i) 60 days after the date of a prior written notice to HoldCo by Ashland of
the commencement of permanent demolition or disassembly of the Neville Island
Maleic Facility (provided that commencement of such permanent demolition or
disassembly of the Neville Island Maleic Facility occurs promptly thereafter),
(ii) the sale of the Neville Island Maleic Assets to HoldCo or a third party
(provided that, in the case of a sale to a third party, Ashland shall have
complied with Section 1.07(b))or (iii) the fifth anniversary of the Closing
Date.


<PAGE>


                                                                            17


          (b) Ashland shall be free to negotiate with any third party to sell,
transfer or otherwise dispose of all or any portion of the Neville Island
Maleic Assets. Not fewer than 30 days nor more than 90 days prior to any
proposed sale, transfer or other disposition of all or substantially all of
the Neville Island Maleic Assets to a third party prior to the expiration of
the Option Period, Ashland shall provide HoldCo a written notice (the
"Proposed Sale Notice"), which shall (i) set forth the name of the proposed
purchaser and the principal terms and conditions of the proposed transaction,
including the consideration proposed to be received by Ashland in such
transaction and the proposed date for the closing of such transaction, and
(ii) offer to sell the Neville Island Maleic Assets to HoldCo on the same
terms and conditions described in the Proposed Sale Notice (provided, however,
that if any part of the consideration to be received by Ashland described in
the Proposed Sale Notice is in a form other than cash, HoldCo shall be
entitled to pay cash in an amount equal to the fair market value of such
consideration, as determined by an independent investment banking or appraisal
firm agreed upon by HoldCo and Ashland). If HoldCo desires to purchase the
Neville Island Maleic Assets on such terms and conditions, it shall provide
written notice of its election to do so (the "Exercise Notice") to Ashland on
or before the 30th day after the date HoldCo receives the Proposed Sale
Notice, and thereafter Ashland and HoldCo shall use their reasonable best
efforts to cause the closing of HoldCo's purchase on such terms and conditions
to occur on the proposed date for the closing of the transaction set forth in
the Proposed Sale Notice. In the event HoldCo does not give Ashland the
Exercise Notice or an Option Notice on or prior to the 30th day after the date
HoldCo receives the Proposed Sale Notice, then, during the immediately
following 60-day period, Ashland may sell all or substantially all of the
Neville Island Maleic Assets to the proposed purchaser named in the Proposed
Sale Notice on terms and conditions which are not materially less favorable,
taken as a whole, to such proposed purchaser than the terms and conditions set
forth in the Proposed Sale Notice. In the event that Ashland shall not have
consummated the sale of all or substantially all of the Neville Island Maleic
Assets to such proposed purchaser


<PAGE>


                                                                            18


within such 60-day period, any subsequent proposed sale of all or
substantially all of the Neville Island Maleic Assets shall once again be
subject to the terms of this Section 1.07(b).

          (c) Notwithstanding anything to the contrary in this Agreement,
HoldCo agrees that the provisions of this Section 1.07 shall be subject in all
respects (i) to the provisions of any Contract relating to the Neville Island
Maleic Assets entered into prior to the date of this Agreement, including each
of the Asset Purchase Agreement, the Services Agreement, the Irrevocable
Easement Agreement and the Confidentiality Agreement (as such Contracts may be
amended, modified or supplemented from time to time) in each case dated as of
April 28, 1995, between Aristech Chemical Corporation and Ashland, (ii) to the
rights, responsibilities and obligations of the parties to each such agreement
and their respective successors and assigns and (iii) to the receipt of all
Consents that must be obtained by virtue of the consummation of the sale,
transfer or other disposition of any of the Neville Island Maleic Assets.
HoldCo acknowledges that the Consent of Sunoco, Inc. shall be required in
order to consummate the sale, transfer or other disposition of any of the
Neville Island Maleic Assets by Ashland to HoldCo. Ashland makes no
representations or warranties of any kind, express or implied, relating to the
receipt of such Consent. Ashland and HoldCo shall each use their reasonable
best efforts to obtain such Consent; provided, however, that they shall not be
required to make any payment to any person in order to obtain such Consent.
Ashland shall not have any liability or obligation whatsoever arising out of
or relating to any failure to obtain such Consent, so long as Ashland shall
have used its reasonable best efforts to obtain such Consent.

                                  ARTICLE II



                                  The Closing

             SECTION 2.01. CLOSING DATE.  The closing of the Maleic Assignment
and Assumption will occur at the Closing, subject only to the satisfaction or
waiver of the conditions to Closing in accordance with the terms of the Master
Agreement.


<PAGE>


                                                                            19


          SECTION 2.02. TRANSACTIONS TO BE EFFECTED AT THE CLOSING. At the
Closing, in accordance with Section 1.01(a) of the Master Agreement:

                 (a) Ashland shall deliver to HoldCo an executed deed (in
       recordable form) in the form attached hereto as Exhibit A;

                 (b) Ashland and HoldCo shall enter into an assignment and
       assumption document, in the form attached hereto as Exhibit B,
       providing for the assignment of the Transferred Assets and the
       assumption of the Assumed Liabilities;

                 (c) The parties thereto shall enter into a supply
       agreement in the form attached hereto as Exhibit C (the "Maleic
       Supply Agreement"); and

                 (d) The parties thereto shall enter into a transition
       services agreement in the form attached hereto as Exhibit D (the
       "Transition Services Agreement").

                                  ARTICLE III

                   Representations and Warranties of Ashland
                   -----------------------------------------

          Ashland hereby represents and warrants to HoldCo that, as of the
date of this Agreement and as of the Closing Date as if made on the Closing
Date (except to the extent any such representations and warranties expressly
relate to an earlier date, in which case as of such earlier date), except as
set forth in the letter referencing this Agreement, dated as of the date of
this Agreement, from Ashland to HoldCo (the "Maleic Business Disclosure
Letter"):

          SECTION 3.01. FINANCIAL STATEMENTS. Section 3.01 of the Maleic
Business Disclosure Letter sets forth the unaudited combined statement of
tangible assets to be sold as of September 30, 2003 (the "Balance Sheet"), the
unaudited combined statement of tangible assets to be sold as of December 31,
2003, the unaudited combined statement of income before taxes for the year
ended September 30, 2003 and the unaudited combined statement of income before
taxes for the three months ended December 31, 2003, together with the notes to
such financial statements, in each case of the Maleic Business (such financial
statements


<PAGE>


                                                                            20


and the notes thereto, the "Financial Statements"). The Financial Statements
present fairly, in all material respects, the tangible assets to be sold (in
each case with Ashland's aggregate liabilities, obligations and commitments
under maleic anhydride product exchange agreements outstanding as of the
applicable balance sheet date being reflected as an offset to Ashland's
aggregate accounts receivable relating to maleic anhydride product exchange
agreements outstanding as of the applicable balance sheet date) and income
before taxes of the Maleic Business as of the dates and for the periods
indicated, in conformity with GAAP (subject, in the case of the interim
financial statements as of and for the period ended December 31, 2003, to
normal, recurring year-end adjustments).

          SECTION 3.02. ASSETS OTHER THAN REAL PROPERTY INTERESTS. Ashland
has, or as of the Closing Date will have, and at the Closing Ashland will
transfer (subject to the consummation of the Closing on the Closing Date in
accordance with the terms of Article I of the Master Agreement) to HoldCo,
good and valid title to all Transferred Assets in each case free and clear of
all Liens (other than any Lien pursuant to the HoldCo Borrowing arrangements
or arising from actions or inactions of any of the Marathon Parties or their
affiliates (and not of any of the Ashland Parties or their affiliates)),
except Permitted Liens. This Section 3.02 does not relate to real property or
interests in real property, such items being the subject of Section 3.03.

          SECTION 3.03. REAL PROPERTY. (a) Section 3.03 of the Maleic Business
Disclosure Letter sets forth a complete list of all real property and
interests in real property owned in fee by Ashland and any of the other
Ashland Parties and used, held for use or intended to be used exclusively in
the operation or conduct of the Maleic Business, other than any such property
or interest constituting an Excluded Asset (individually, an "Owned
Property"). Section 3.03 of the Maleic Business Disclosure Letter sets forth a
complete list of all real property and interests in real property leased by
Ashland and used, held for use or intended to be used exclusively in the
operation or conduct of the Maleic Business, other than any such property or
interest constituting an Excluded Asset (individually, a "Leased Property").


<PAGE>


                                                                            21


          (b) Ashland has, or as of the Closing Date will have, and at the
Closing Ashland will transfer (subject to the consummation of the Closing on
the Closing Date in accordance with the terms of Article I of the Master
Agreement) to HoldCo, good and marketable fee title to all Owned Property and
good and valid title to the leasehold estates in all Leased Property, in each
case free and clear of all Liens (other than any Lien pursuant to the HoldCo
Borrowing arrangements or arising from actions or inactions of any of the
Marathon Parties or their affiliates (and not of any of the Ashland Parties or
their affiliates)), except Permitted Liens.

          SECTION 3.04. INTELLECTUAL PROPERTY; TECHNOLOGY. (a) The conduct of
the Maleic Business as presently conducted does not violate, conflict with or
infringe the Intellectual Property (as defined in Section 6.01(b)) of any
other person, except for such violations, conflicts or infringements that have
not had and would not reasonably be expected to have a Maleic Business
Material Adverse Effect (as defined in Section 6.01(b)). During the past 12
months Ashland has not received any written communication alleging that
Ashland has in the conduct of the Maleic Business violated any rights relating
to Intellectual Property of any other person. Except for the Assigned
Technology, there is no material Technology or Intellectual Property of
Ashland that is used, held for use or intended to be used in the operation or
conduct of the Maleic Business.

          (b) Except as would not reasonably be expected to have a Maleic
Business Material Adverse Effect, (i) all confidential Assigned Technology has
been maintained in confidence in accordance with protection procedures
customarily used by Ashland to protect rights of like importance; (ii) Ashland
has not granted any license of any kind relating to any Assigned Technology,
except non-exclusive licenses to end-users in the ordinary course of business;
(iii) no Claim against or involving Ashland regarding the ownership, validity,
enforceability, effectiveness or use of any Assigned Technology is pending or,
to the knowledge of Ashland, threatened; and (iv) no Consent of any person
will be required for the use of the Assigned Technology by HoldCo in
connection with the operation or conduct of the Maleic Business immediately
following the Closing as presently conducted by Ashland.

          SECTION 3.05. CONTRACTS. (a) Except for Contracts that will not be
binding on the Transferred


<PAGE>


                                                                            22


Assets or the Maleic Business after the Closing, Ashland is not a party to or
bound by any Contract that is used, held for use or intended to be used
exclusively in, or that arises exclusively out of, the operation or conduct of
the Maleic Business (other than (x) the Transaction Agreements and the
Ancillary Agreements and (y) Assigned Contracts entered into after the date of
this Agreement in the ordinary course of business and not otherwise in
violation of this Agreement) that is:

             (i) a covenant not to compete that limits the conduct of the
       Maleic Business as presently conducted;

             (ii) a Contract with (A) Ashland or any affiliate of Ashland or
       (B) any officer, director or employee of Ashland or any of its
       affiliates, in each case other than Contracts that will be terminated as
       of the Closing;

             (iii) a lease, sublease or similar Contract with any person under
       which Ashland is a lessor or sublessor of, or makes available for use to
       any person, all or any portion of the Premises;

             (iv) a lease, sublease or similar Contract with any person under
       which (A) Ashland is lessee of, or holds or uses, any machinery,
       equipment, vehicle or other tangible personal property owned by any
       person or (B) Ashland is a lessor or sublessor of, or makes available
       for use by any person, any tangible personal property owned or leased by
       Ashland, in any such case that has an aggregate future liability or
       receivable, as the case may be, in excess of $100,000 and is not
       terminable by Ashland by notice of not more than 30 days without payment
       or penalty of any kind;

             (v) (A) a continuing Contract for the future purchase of
       materials, supplies or equipment (other than purchase orders for
       inventory in the ordinary course of business consistent with past
       practice), (B) a management, service, consulting or other similar
       Contract or (C) an advertising agreement or arrangement, in any such
       case that has an aggregate future liability to any person in excess of
       $100,000 and is not terminable by Ashland by notice of not more than 30
       days without payment or penalty of any kind;


<PAGE>


                                                                            23


             (vi) a Contract (including a sales order) involving the obligation
       of Ashland to deliver products or services for payment of more than
       $100,000 or extending for a term more than 90 days from the date of this
       Agreement (unless terminable without payment or penalty of any kind upon
       no more than 30 days' notice);

             (vii) (A) a Contract under which Ashland has borrowed any money
       from, or issued any note, bond, debenture or other evidence of
       indebtedness to, any person or (B) any other note, bond, debenture,
       letter of credit, financial assurance requirement or other evidence of
       indebtedness issued to any person;

             (viii) a Contract (including any so-called take-or-pay or keepwell
       agreement) under which (A) any person has directly or indirectly
       guaranteed indebtedness, liabilities or obligations of Ashland or
       (B) Ashland has directly or indirectly guaranteed indebtedness,
       liabilities or obligations of any other person (in each case other than
       endorsements for the purpose of collection in the ordinary course of
       business);

             (ix) a Contract under which Ashland has, directly or indirectly,
       made any advance, loan, extension of credit or capital contribution to,
       or other investment in, any person (other than extensions of trade
       credit in the ordinary course of the Maleic Business), in any such case
       that, individually, is in excess of $100,000;

             (x) a Contract granting a Lien (other than Permitted Liens) upon
       the Premises; or

             (xi) any other Contract that has an aggregate future liability to
       any person (other than Ashland) in excess of $100,000 and is not
       terminable by Ashland by notice of not more than 30 days without payment
       or penalty of any kind (other than purchase orders and sales orders).

As of the date of this Agreement, neither the Transferred Assets nor the Maleic
Business is bound by or subject to any Contract of any of the types referred to
in clauses (i) through (xi) of this Section 3.05(a), applying the thresholds
set forth therein, that will be binding on any


<PAGE>


                                                                            24


of the Transferred Assets or the Maleic Business after the Closing Date.

          (b) All Contracts listed in the Maleic Business Disclosure Letter
are valid, binding and in full force and effect and are enforceable by Ashland
in accordance with their terms subject, as to enforcement, to applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting
creditors' rights generally and to equitable principles of general
applicability, except for such failures to be valid, binding, in full force
and effect or enforceable that have not had and would not reasonably be
expected to have a Maleic Business Material Adverse Effect. Ashland has
performed all obligations required to be performed by it to date under the
Assigned Contracts, and it is not in breach or default thereunder and, to the
knowledge of Ashland, no other party to any Assigned Contract is in breach or
default thereunder, in each case except for such noncompliance, breaches and
defaults that have not had and would not reasonably be expected to have a
Maleic Business Material Adverse Effect. Ashland has not received any notice
of the intention of any party to terminate any Assigned Contract listed in any
section of the Maleic Business Disclosure Letter.

          (c) Section 3.05(c) of the Maleic Business Disclosure Letter sets
forth each Assigned Contract with respect to which the Consent of the other
party or parties thereto must be obtained by virtue of the execution and
delivery of this Agreement or the consummation of the Maleic Assignment and
Assumption to avoid the invalidity of the transfer of such Contract, the
termination thereof, a breach, violation or default thereunder or any other
change or modification to the terms thereof, other than any such invalidity,
termination, breach, violation, default, change or modification that would not
reasonably be expected to have a Maleic Business Material Adverse Effect.

          SECTION 3.6. PERMITS. Section 3.06 of the Maleic Business Disclosure
Letter sets forth all certificates, licenses, permits, authorizations,
Consents and approvals issued or granted to Ashland by, and all exemptions of,
or registrations or filings with, Governmental Entities ("Permits"), that are
used, held for use or intended to be used exclusively in the operation or
conduct of the Maleic Business, except for those Permits the absence of which
would not reasonably be expected to have a Maleic Business Material Adverse
Effect. All such Permits are transferable


<PAGE>


                                                                            25


by Ashland to HoldCo. All Assigned Permits are validly held by Ashland, and
Ashland has complied with the terms and conditions thereof, except for any
such invalidity or non-compliance that would not reasonably be expected to
have a Maleic Business Material Adverse Effect. Ashland has not received
written notice of any Claims relating to the revocation or modification of any
Assigned Permits except for any such Claims that would not reasonably be
expected to have a Maleic Business Material Adverse Effect. None of the
Assigned Permits is subject to suspension, modification, revocation or
nonrenewal as a result of the execution and delivery of this Agreement or the
consummation of the Maleic Assignment and Assumption, except for any such
suspensions, modifications, revocations or nonrenewals that would not
reasonably be expected to have a Maleic Business Material Adverse Effect. This
Section 3.06 does not relate to environmental matters, such items being the
subject of Section 3.11(b).

          SECTION 3.07. CONDITION OF TRANSFERRED ASSETS. The Transferred
Assets are in good operating condition and repair (ordinary wear and tear
excepted) and are suitable for their current uses, except where the failure of
the Transferred Assets to be in good operating condition or repair or to be
suitable for such uses would not reasonably be expected to have a Maleic
Business Material Adverse Effect.

          SECTION 3.08. CLAIMS. Section 3.08 of the Maleic Business Disclosure
Letter sets forth a list of each Claim pending or, to the knowledge of
Ashland, threatened against, or as to which a notice has been received as of
the date of this Agreement by, Ashland (and, as to complaints, which have been
served on Ashland) and that involves an amount in controversy of more than
$100,000. This Section 3.08 does not relate to environmental matters, such
items being the subject of Section 3.11(b), or to employee or labor matters,
such items being the subject of Section 3.12.

          SECTION 3.09. BENEFIT PLANS. (a) Section 3.09 of the Maleic Business
Disclosure Letter contains a list of all "employee pension benefit plans" (as
defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")), maintained or contributed to by Ashland for the
benefit of any officers or employees of the Maleic Business ("Maleic Pension
Plans") and all "employee welfare benefit plans" (as defined in Section


<PAGE>


                                                                            26


3(1) of ERISA), bonus, stock option, stock purchase, deferred compensation
plans or arrangements and other employee fringe benefit plans maintained, or
contributed to, by Ashland or any of its affiliates for the benefit of one or
more current or former employees of the Maleic Business (other than any former
employee of the Maleic Business who became employed by MAP or any of its
subsidiaries following termination of employment with Ashland or any of its
affiliates) (each, a "Maleic Business Employee") (all the foregoing, including
Maleic Pension Plans, being herein called "Maleic Benefit Plans"). Ashland has
provided to Marathon true, complete and correct copies of (i) each Maleic
Benefit Plan (or, in the case of any unwritten Maleic Benefit Plans, fair and
accurate summary descriptions thereof), (ii) the two most recent annual
reports on Form 5500 filed with the Internal Revenue Service with respect to
each Maleic Benefit Plan (if any such report was required), (iii) the most
recent summary plan description for each Maleic Benefit Plan for which such a
summary plan description is required and (iv) each trust agreement, group
annuity contract or other funding and financing arrangement relating to any
Maleic Benefit Plan.

          (b) There does not exist as of the date of this Agreement, nor do
any circumstances exist as of the date of this Agreement that would reasonably
be expected to result in, any Employee Benefits Liability (as defined below),
whether under any Maleic Benefit Plan or otherwise, that would reasonably be
expected to become a liability of HoldCo or any of its affiliates at or after
the Closing. "Employee Benefits Liability" means any liability of Ashland or
any entity required to be treated as a single employer under Section 414(b),
(c), (m) or (o) of the Code with Ashland prior to the Closing under (i)
Sections 302, 405, 409 or Title IV of ERISA, (ii) Section 412, 4971 or 4975 of
the Code or (iii) Sections 601 et. seq. and 701 et seq. of ERISA and Section
4980B and Sections 9801 et seq. of the Code.

          SECTION 3.10. ABSENCE OF CHANGES OR EVENTS. From the date of the
Balance Sheet to the date of this Agreement, there has not been any event,
change, effect or development (i) that, individually or in the aggregate, has
had or would reasonably be expected to have a Maleic Business Material Adverse
Effect or (ii) that would have been prohibited by Section 4.01 if the terms of
such


<PAGE>


                                                                            27


section had been in effect as of and after the date of the Balance Sheet.

          SECTION 3.11. COMPLIANCE WITH LAWS. (a) The Maleic Business is in
compliance with all applicable Laws, including those relating to occupational
health and safety, except for instances of noncompliance that would not
reasonably be expected to have a Maleic Business Material Adverse Effect. To
the knowledge of Ashland, Ashland has not received any written communication
from a Governmental Entity that alleges that the Maleic Business is not in
compliance in any material respect with any applicable Law that has not been
finally resolved with such Governmental Entity. This Section 3.11(a) does not
relate to matters with respect to Taxes, which are the subject of the Tax
Matters Agreement, or to environmental matters, which are the subject of
Section 3.11(b).

          (b) Except for such matters that would not reasonably be expected to
have a Maleic Business Material Adverse Effect, (i) to the knowledge of
Ashland, Ashland has not received any written communication from a
Governmental Entity that alleges that the Maleic Business is in violation of
any Environmental Law that has not been finally resolved with such
Governmental Entity, (ii) Ashland holds all Permits required to conduct the
Maleic Business under any applicable Environmental Law, and is and at all
times has been in compliance with all Environmental Laws and the terms and
conditions of such Permits, (iii) there are no Environmental Claims (as
defined below) pending, or to the knowledge of Ashland, threatened against
Ashland and (iv) there have been no Releases (as defined below) of any
Hazardous Material (as defined below) at or originating from the Premises, and
no Hazardous Materials have been handled, generated, stored, transported or
disposed of by the Maleic Business, in each case that would reasonably be
expected to form the basis of an Environmental Claim against Ashland. The term
"Environmental Claim" means any and all administrative, regulatory or judicial
actions, suits, orders, demands, directives, claims, liens, investigations,
proceedings or written notices of noncompliance or violation by or from any
person alleging liability of whatever kind or nature arising out of, based on
or resulting from (x) the presence or Release of, or exposure to, any
Hazardous Materials; or (y) the failure to comply with any Environmental Law.
The term "Environmental Laws" means all applicable federal,


<PAGE>


                                                                            28


state, local and foreign laws, rules, regulations, orders, decrees, judgments,
legally binding agreements or environmental Permits issued, promulgated or
entered into by or with any Governmental Entity, relating to the protection of
the environment, the protection of the public welfare from actual or potential
exposure, or the effects from exposure, to any actual or potential release,
discharge, disposal or emission (whether past or present) of any Hazardous
Materials or the manufacture, processing, distribution, use, treatment,
labeling, storage, disposal, transport or handling of any Hazardous Materials.
The term "Hazardous Materials" means all explosive or regulated radioactive
materials or substances, hazardous or toxic substances, wastes or chemicals,
petroleum (including crude oil or any fraction thereof) or petroleum
distillates, asbestos or asbestos containing materials, and any other
material, chemical substance or waste that in relevant form or concentration
is prohibited, limited or regulated (or the cleanup of which can be required)
pursuant to any Environmental Law and all substances that require special
handling, storage or disposal procedures or whose handling, storage or
disposal procedures is in any way regulated, in any case under any applicable
Law for the protection of the health, safety and environment. The term
"Release" means any spill, emission, leaking, dumping, injection, deposit,
disposal, discharge, dispersal, leaching, emanation or migration of any
Hazardous Materials into or through the environment (including ambient air,
surface water, ground water, soils, land surface, subsurface strata or
workplace).

          SECTION 3.12. EMPLOYEE AND LABOR MATTERS. Except as would not
reasonably be expected to have a Maleic Business Material Adverse Effect (i)
there is not any, and during the past three years there has not been any,
labor strike, dispute, work stoppage or lockout pending against the Maleic
Business; (ii) to the knowledge of Ashland, no union organizational campaign
is in progress with respect to the Maleic Business Employees and no question
concerning representation of such employees exists; (iii) Ashland is not
engaged in any unfair labor practice in connection with the conduct of the
Maleic Business; (iv) there are not any unfair labor practice charges or
complaints against Ashland pending before the National Labor Relations Board
in connection with the conduct of the Maleic Business; (v) there are not any
pending union grievances against Ashland in connection with the conduct of the
Maleic


<PAGE>


                                                                            29


Business as to which there is a reasonable possibility of adverse
determination; (vi) there are not any pending charges in connection with the
conduct of the Maleic Business against Ashland or any Maleic Business Employee
before the Equal Employment Opportunity Commission or any state or local
agency responsible for the prevention of unlawful employment practices; and
(vii) Ashland has not received written notice during the past three years of
the intent of any Governmental Entity responsible for the enforcement of labor
or employment laws to conduct an investigation of the Maleic Business.

          SECTION 3.13. SUFFICIENCY OF TRANSFERRED ASSETS. Except for the
exclusion of the Excluded Assets and assuming that (i) HoldCo has the ability
to provide to the Maleic Business all corporate-level services of the type
that are currently provided to the Maleic Business by Ashland or any of its
affiliates and (ii) the services to be provided by Ashland to HoldCo pursuant
to the Transition Services Agreement will be provided as contemplated therein,
the Transferred Assets are sufficient for the operation and conduct of the
Maleic Business immediately following the Closing in substantially the same
manner as currently operated and conducted, other than any insufficiency that
would not reasonably be expected to have a Maleic Business Material Adverse
Effect.

          SECTION 3.14. INVENTORY. Except as would not reasonably be expected
to have a Maleic Business Material Adverse Effect, the Inventory is generally
of a quality usable or salable in the ordinary course of the Maleic Business.

          SECTION 3.15. RECEIVABLES. Except as would not reasonably be
expected to have a Maleic Business Material Adverse Effect, the Receivables
have been collected, or are valid and enforceable claims arising in the
ordinary course of business and are, in the good faith belief of Ashland's
management, collectible, in the aggregate respective amounts so reflected on
the Balance Sheet, net of the applicable reserves (if any) reflected on the
Balance Sheet. Section 3.15 of the Maleic Business Disclosure Letter sets
forth, as of the date of this Agreement, all accounts receivable of Ashland
arising out of the operation or conduct of the Maleic Business which presently
remain unpaid and are owed by a debtor in any case under the Bankruptcy Code
or any other Law relating to bankruptcy or insolvency.


<PAGE>


                                                                            30


                                  ARTICLE IV

                                   Covenants
                                   ---------

          SECTION 4.01. COVENANTS OF ASHLAND RELATING TO CONDUCT OF MALEIC
BUSINESS. (a) Except for matters set forth in Section 4.01 of the Maleic
Business Disclosure Letter or otherwise contemplated by the Transaction
Agreements, from the date of this Agreement to the Closing, Ashland shall
conduct the Maleic Business in the usual, regular and ordinary course in
substantially the same manner as previously conducted, including completion of
the maintenance "turnaround" of the Plant currently scheduled for June 2004
and, to the extent not included in such turnaround, the item referred to in
Section 3.10 of the Maleic Business Disclosure Letter and items 1, 2, 3, 4
(except to the extent that work with respect to such item is projected to be
conducted during Ashland's 2005 fiscal year), 5, 6 and 7 in the capital
expenditure budget set forth in Section 4.01(a)(v) of the Maleic Business
Disclosure Letter. Without limiting the generality of the foregoing, Ashland
shall use its reasonable best efforts to (i) preserve the material business
relationships of the Maleic Business with customers, suppliers, distributors
and others with whom Ashland deals in connection with the conduct of the
Maleic Business in the ordinary course of business and retain its present
employees who are involved in the operation of the Maleic Business, (ii)
maintain the Transferred Assets, including those held under leases, in as good
operating condition and repair (ordinary wear and tear excepted) as at
present, and maintain all Permits set forth in Section 3.06 of the Maleic
Business Disclosure Letter, (iii) perform in all material respects its
obligations under Assigned Contracts and (iv) comply in all material respects
with all applicable Laws relating to the Maleic Business or any of the
Transferred Assets. In addition, except as set forth in Section 4.01 of the
Maleic Business Disclosure Letter or otherwise contemplated by the Transaction
Agreements, Ashland shall not do any of the following in connection with the
Maleic Business without the prior written consent of Marathon (which consent
shall not be unreasonably withheld or delayed):

             (i) adopt, establish or amend in any material respect any Maleic
       Benefit Plan (or any plan that would be a Maleic Benefit Plan if adopted
       or established) in a manner affecting any Maleic Business


<PAGE>


                                                                            31


       Employee, except as required by applicable Law or as would relate to
       a substantial number of other similarly situated employees of
       Ashland and its subsidiaries;

             (ii) grant to any Maleic Business Employee any increase in
       compensation or benefits, except in the ordinary course of business and
       consistent with past practice or as may be required under existing
       Contracts set forth in Section 3.05 of the Maleic Business Disclosure
       Letter and except for any increases for which Ashland shall be solely
       obligated and which will not result in any incremental compensation that
       will be payable by HoldCo after the Closing Date pursuant to
       Section 4.03(a);

             (iii) subject any Transferred Asset to any Lien of any nature
       whatsoever that would have been required to be set forth in
       Sections 3.02 or 3.03 of the Maleic Business Disclosure Letter if
       existing on the date of this Agreement;

             (iv) waive any claims or rights of substantial value to the extent
       relating to any Transferred Asset;

             (v) make or incur any capital expenditures (of a non-emergency
       nature) that relate to the Maleic Business and that are not reflected in
       the capital expenditure budget set forth in Section 4.01(a)(v) of the
       Maleic Business Disclosure Letter and that, individually, are in excess
       of $100,000 or that, in the aggregate, are in excess of $500,000, except
       for any such capital expenditures for which Ashland shall be solely
       obligated, provided, however, that if Ashland makes or incurs a capital
       expenditure that relates exclusively to the Maleic Business and is not
       reflected in the capital expenditure budget set forth in Section
       4.01(a)(v) of the Maleic Business Disclosure Letter, and if Marathon
       agrees in writing to cause HoldCo to reimburse Ashland for such capital
       expenditure, then HoldCo shall, promptly after the Closing, reimburse
       Ashland for such capital expenditure;

             (vi) sell, lease, license or otherwise dispose of any Transferred
       Assets, except (A) inventory, supplies and obsolete or excess equipment
       sold or disposed of in the ordinary course of business and (B) leases


<PAGE>


                                                                            32


       entered into in the ordinary course of business with aggregate annual
       lease payments not in excess of $50,000;

             (vii) enter into or amend any employee collective bargaining
       agreement or other Contract with any labor union;

             (viii) commit an intentional material breach of or waive any
       material rights under any material Assigned Contract or any material
       Permit, or amend or terminate any material Assigned Contract or any
       material Permit if the result of any such amendment or termination would
       be materially adverse to HoldCo; or

             (ix) authorize, or commit or agree to take, any of the foregoing
       actions.

          (b) ADVICE OF CHANGES. Ashland shall promptly advise Marathon in
writing of any change or event that has had or would reasonably be expected to
have a Maleic Business Material Adverse Effect.

          (c) INSURANCE. Ashland shall use its reasonable best efforts to
keep, or to cause to be kept, all insurance policies currently maintained with
respect to the Transferred Assets (the "Ashland Insurance Policies"), or
suitable replacements thereof, in full force and effect without interruption
through the close of business on the Closing Date; it being understood that
any and all Ashland Insurance Policies are owned and maintained by Ashland and
its affiliates (and do not exclusively relate to the Maleic Business). HoldCo
will not have any rights under the Ashland Insurance Policies from and after
the Closing Date.

          (d) SURVEY. During the 90-day period following the date of this
Agreement, Ashland shall afford to HoldCo, Marathon and their respective
Representatives reasonable access during normal business hours to the Premises
for the purpose of conducting an ALTA land title survey (at Marathon's
expense) of the Premises and all appurtenant easements. Following the
completion of that survey, a proper legal description of the Premises shall be
prepared and shall be attached to the deed referred to in Section 2.02(a).

          SECTION 4.02. REFUNDS AND REMITTANCES. After the Closing, if Ashland
or any of its affiliates receive any


<PAGE>


                                                                            33


refund or other amount which is a Transferred Asset or is otherwise properly
due and owing to HoldCo or any of its affiliates in accordance with the terms
of this Agreement, Ashland promptly shall remit, or shall cause to be
remitted, such amount to HoldCo. After the Closing, if HoldCo or any of its
affiliates receive any refund or other amount which is an Excluded Asset or is
otherwise properly due and owing to Ashland or any of its affiliates in
accordance with the terms of this Agreement, HoldCo promptly shall remit, or
shall cause to be remitted, such amount to Ashland. After the Closing, if
HoldCo or any of its affiliates receive any refund or other amount which is
related to claims (including workers' compensation), litigation, insurance or
other matters for which Ashland or any of its affiliates is responsible
hereunder, and which amount is not a Transferred Asset, or is otherwise
properly due and owing to Ashland or any of its affiliates in accordance with
the terms of this Agreement, HoldCo promptly shall remit, or cause to be
remitted, such amount to Ashland. After the Closing, if Ashland or any of its
affiliates receive any refund or other amount which is related to claims
(including workers' compensation), litigation, insurance or other matters for
which HoldCo or any of its affiliates is responsible hereunder, and which
amount is not an Excluded Asset, or is otherwise properly due and owing to
HoldCo or any of its affiliates in accordance with the terms of this
Agreement, Ashland promptly shall remit, or cause to be remitted, such amount
to HoldCo.

          SECTION 4.03. EMPLOYEE MATTERS.

          (a) CONTINUATION OF EMPLOYMENT. Effective as of the Closing, subject
to Section 4.03(d), HoldCo or one or more of its affiliates shall offer
employment (which shall include HoldCo's compliance with its covenants set
forth in this Section 4.03) to all Maleic Business Employees who on the
Closing Date are actively at work (each, an "Active Maleic Business
Employee"). For purposes of this Agreement, any Maleic Business Employee who
is not actively at work on the Closing Date due solely to a leave of absence
(including due to vacation, holiday, sick leave, maternity or paternity leave,
military leave, jury duty, bereavement leave, injury or short-term
disability), other than long-term disability, in compliance with applicable
policies of Ashland or its affiliates shall be deemed an Active Maleic
Business Employee. Each Maleic Business


<PAGE>


                                                                            34


Employee who accepts such an offer of employment is referred to herein as a
"Transferred Maleic Business Employee". Immediately following the Closing,
HoldCo shall, or shall cause one or more of its affiliates to, provide each
Transferred Maleic Business Employee (i) with overall compensation that is at
least equivalent to such Transferred Maleic Business Employee's overall
compensation in effect immediately prior to the Closing and (ii) subject to
the provisions of this Section 4.03, with appropriate employee benefits as
determined by HoldCo or such affiliate.

          (b) CERTAIN WELFARE BENEFITS MATTERS. (i) Immediately following the
Closing, HoldCo or one or more of its affiliates shall allow Transferred
Maleic Business Employees to participate in benefit plans that provide for
group welfare benefits including, for the avoidance of doubt, vacation and
severance benefits (the "HoldCo Maleic Welfare Plans"). HoldCo shall grant to
the Transferred Maleic Business Employees credit for service prior to the
Closing with Ashland and its affiliates for all purposes under the HoldCo
Maleic Welfare Plans (other than the HoldCo Retiree Medical Plan (as defined
in Section 4.03(f))). HoldCo or its applicable affiliate shall (A) waive all
limitations as to preexisting conditions, exclusions and waiting periods and
actively-at-work requirements with respect to participation and coverage
requirements applicable to the Transferred Maleic Business Employees and their
dependents under the HoldCo Maleic Welfare Plans to the extent satisfied or
waived under the applicable corresponding Maleic Benefit Plan immediately
prior to the Closing and (B) provide each Transferred Maleic Business Employee
and his or her eligible dependents with either pro-rated deductibles and co-
payments for the balance of the year or credit for any co-payments and
deductibles paid prior to the Closing in the calendar year in which the
Closing Date occurs (or, if later, in the calendar year in which Transferred
Maleic Business Employees and their dependents commence participation in the
applicable HoldCo Maleic Welfare Plan) for purposes of satisfying any
applicable deductible or out-of-pocket requirements under any HoldCo Maleic
Welfare Plans in which the Transferred Maleic Business Employees participate.
If credit for deductibles and co-payments is provided, Ashland shall provide
or cause to be provided adequate data to implement that credit as HoldCo may
reasonably request.


<PAGE>


                                                                            35


             (ii) Ashland shall be responsible in accordance with its applicable
       welfare plans (and the applicable welfare plans of its affiliates) in
       effect prior to the Closing for all reimbursement claims (such as
       medical and dental claims) for expenses incurred, and for all non-
       reimbursement claims (such as life insurance claims) incurred, under
       such plans prior to the Closing by Transferred Maleic Business Employees
       and their dependents, except that HoldCo shall be responsible for such
       claims to the extent such claims are reflected on the Statement or to
       the extent insured under an insurance policy of which HoldCo or its
       affiliates becomes the beneficiary and for which Ashland or its
       affiliates have paid the premium.  HoldCo shall be responsible in
       accordance with the applicable welfare plans of HoldCo and its
       affiliates for all reimbursement claims (such as medical and dental
       claims) for expenses incurred, and for all non-reimbursement claims
       (such as life insurance claims) incurred, from and after the Closing by
       Transferred Maleic Business Employees and their dependents.  For
       purposes of this Section 4.03(b)(ii), a claim shall be deemed to have
       been incurred on (A) the date of death or dismemberment in the case of
       claims under life insurance and accidental death and dismemberment
       policies or (B) the date on which the charge or expense giving rise to
       such claim is incurred (without regard to the date of inception of the
       related illness or injury or the date of submission of a claim related
       thereto) in the case of all other claims; provided, however, that in the
       event of a hospital stay that commences prior to the close of business
       on the Closing Date and ends after the close of business on the Closing
       Date, the cost thereof shall be apportioned between HoldCo and Ashland
       with Ashland responsible for that portion of the cost incurred prior to
       the close of business on the Closing Date and HoldCo responsible for the
       balance of such cost.  Effective as of the Closing, HoldCo shall assume
       all liabilities, obligations and commitments of Ashland and its
       affiliates to Transferred Maleic Business Employees and their eligible
       dependents in respect of health insurance under the Consolidated Omnibus
       Budget Reconciliation Act of 1985, as amended ("COBRA"), the Health
       Insurance Portability and Accountability Act of 1996 and applicable
       state Law; provided, however, that Ashland and its affiliates shall
       remain obligated to


<PAGE>


                                                                            36


       provide any applicable COBRA notices in respect of events occurring on
       or prior to the Closing Date.

          (c) ACCRUED VACATION. For purposes of determining the number of
vacation days to which each Transferred Maleic Business Employee shall be
entitled following the Closing, HoldCo shall assume and honor all vacation
days accrued or earned but not yet taken by such Transferred Maleic Business
Employee as of the Closing. To the extent that a Transferred Maleic Business
Employee is entitled under any applicable Law or any policy of Ashland or its
affiliates to be paid for any vacation days accrued or earned but not yet
taken by such Transferred Maleic Business Employee as of the Closing, HoldCo
shall discharge the liability for such vacation days.

          (d) COLLECTIVELY BARGAINED EMPLOYEES. HoldCo shall comply with all
applicable Laws relating to negotiations with unions in respect of the
Transactions contemplated by this Agreement and shall bear all expenses of any
compensation resulting from such negotiations. HoldCo shall indemnify Ashland
from, and hold it harmless against, any liability arising out of, attributable
to or resulting from HoldCo's nonassumption of any collective bargaining
agreement that covers one or more Transferred Maleic Business Employees;
provided, however, that such indemnification shall not include benefits and
obligations accrued and payable under Ashland's pension plans and employment
practices prior to the Closing.

          (e) PENSION BENEFIT. Immediately following the Closing, HoldCo or
one or more of its affiliates shall have in effect a retirement benefit plan
or plans (as applicable, the "HoldCo Retirement Plan") that shall provide
benefits to the Transferred Maleic Business Employees who immediately prior to
the Closing are salaried or non-union hourly employees. HoldCo shall grant
such Transferred Maleic Business Employees credit for service prior to the
Closing with Ashland and its affiliates for purposes of determining
eligibility to participate and vesting under the HoldCo Retirement Plan to the
same extent that such service is recognized for purposes of eligibility to
participate and vesting under the Ashland Inc. and Affiliates Pension Plan
(the "Ashland Pension Plan") as of the Closing Date.

          (f) RETIREE MEDICAL BENEFIT. Immediately following the Closing,
HoldCo or one or more of its


<PAGE>


                                                                            37


affiliates shall have in effect a retiree medical plan or plans (as
applicable, the "HoldCo Retiree Medical Plan") that shall provide benefits to
Transferred Maleic Business Employees who immediately prior to the Closing are
salaried or non-union hourly employees that are the same as those offered by
MAP to its employees, subject to MAP's right to amend or modify its retiree
medical plan in the ordinary course of business in accordance with the
reservation of rights provisions of such plan. HoldCo shall grant such
Transferred Maleic Business Employees credit for service prior to the Closing
with Ashland and its affiliates for purposes of determining eligibility to
receive retiree medical subsidies and for purposes of determining level of
benefits and benefit accruals under the HoldCo Retiree Medical Plan to the
same extent that such service is recognized for purposes of eligibility to
participate and vesting under the Ashland Pension Plan as of the Closing Date.

          (g) WARN ACT. HoldCo agrees to provide any required notice under the
Worker Adjustment and Retraining Notification Act, as amended (the "WARN
Act"), and any similar state Law that may be applicable to HoldCo, and to
otherwise comply with any such applicable Law with respect to any "plant
closing" or "mass layoff" (in each case as defined in the WARN Act) or group
termination or similar event affecting Maleic Business Employees (including as
a result of the consummation of the Transactions) and occurring on or after
the Closing Date. HoldCo shall notify Ashland after the Closing of any layoffs
of any Transferred Maleic Business Employees in the 90 day period after the
Closing.

          (h) ADMINISTRATION. Following the date of this Agreement, Ashland
and HoldCo shall reasonably cooperate in all matters reasonably necessary to
effect the transactions contemplated by this Section 4.03, including
exchanging information and data relating to workers' compensation, employee
benefits and employee benefit plan coverages (except to the extent prohibited
by applicable Law), and in obtaining any governmental approvals required
hereunder.

          (i) EMPLOYMENT TAX REPORTING RESPONSIBILITY. HoldCo and Ashland
hereby agree to follow the alternate procedure for employment tax withholding
as provided in Section 5 of Rev. Proc. 96-60, 1996-53 I.R.B. 24 ("Rev. Proc.
96-60"). Ashland shall provide HoldCo with all necessary and accurate payroll
records and such other


<PAGE>


                                                                            38


information relating to the Transferred Maleic Business Employees as HoldCo
may reasonably request with respect to Transferred Maleic Business Employees
in order to comply with the provisions of Rev. Proc. 96-60 with respect to the
calendar year that includes the Closing Date. HoldCo shall perform all
employment tax reporting responsibilities for such employees from the Closing
Date forward and shall furnish a Form W-2 for such calendar year to each
Transferred Maleic Business Employee that will include all remuneration earned
by such Transferred Maleic Business Employee from Ashland or HoldCo during
such calendar year.

          (j) INTENT. It is HoldCo's intent that overall compensation and
benefits provided by HoldCo to the Transferred Maleic Business Employees will
have comparable value to those provided to them by Ashland immediately prior
to the Closing. It is HoldCo's intent to provide competitive compensation and
benefits to all employees (including collectively bargained employees) at the
Plant.

          SECTION 4.04. POST-CLOSING INFORMATION. After the Closing, upon
reasonable written notice, Ashland and HoldCo shall furnish or cause to be
furnished to each other and their employees and Representatives, during normal
business hours, reasonable access to the personnel, properties, books,
Contracts, commitments, records and other information relating to the Maleic
Business (and, to the extent reasonably requested, copies of the portions
relating to the Maleic Business of any such books, Contracts, commitments,
records and other information, in each case to the extent they are available
in written form and they relate to the period prior to the Closing Date) and
assistance relating to the Maleic Business (to the extent within the control
of such party), in each case for any reasonable business purpose, including in
respect of litigation, insurance matters, financial reporting and accounting
matters.

          SECTION 4.05. RECORDS. HoldCo recognizes that certain Records may
contain incidental information relating to subsidiaries, divisions or
businesses of Ashland other than the Maleic Business and that Ashland may
retain copies thereof. Ashland recognizes that certain documents and
information of a type similar to the Records may be used, held for use or
intended to be used primarily in, or arise primarily out of, the operation or
conduct of the Maleic Business, and shall provide copies of the relevant
portions thereof to HoldCo at the Closing.


<PAGE>


                                                                            39


          SECTION 4.06. AGREEMENT NOT TO COMPETE. (a) For a period of five
years from the Closing Date, Ashland shall not, and shall cause each of its
subsidiaries (other than Ashland-Suedchemie Kernfest GmbH and Ashland Avebene
S.A., in each case for so long as neither Ashland nor any of its subsidiaries
own, directly or indirectly and individually or collectively, more than 50% of
the equity interests of such entities) not to, directly or indirectly: (i)
engage in the business of manufacturing or marketing maleic anhydride
("Competitive Activities") within North America; provided, however, that this
clause (i) shall not apply to the marketing of briquette maleic anhydride
acquired from Marathon or any of its subsidiaries; (ii) solicit or recruit any
Transferred Maleic Business Employee; provided, however, that this clause (ii)
shall not apply to (A) a general advertisement or solicitation program that is
not specifically targeted at such persons or (B) any employee whose employment
by HoldCo has been terminated prior to such solicitation or recruitment; or
(iii) solicit any customer of the Maleic Business within North America or any
person who, within one year prior to the time of such solicitation, was a
customer of the Maleic Business within North America, for the purpose of
marketing maleic anhydride in competition with the Maleic Business in North
America with the knowledge of such customer relationship; provided, however,
that this clause (iii) shall not apply to the marketing of briquette maleic
anhydride acquired from Marathon or any of its subsidiaries. Notwithstanding
the foregoing, this Section 4.06(a) shall be deemed not breached as a result
of: (i) the ownership by Ashland or any of its subsidiaries of (A) less than
an aggregate of 10% of any class of stock of a person engaged, directly or
indirectly, in Competitive Activities or (B) less than 10% in value of any
instrument of indebtedness of a person engaged, directly or indirectly, in
Competitive Activities; or (ii) the acquisition by Ashland or any of its
subsidiaries of any person that, prior to the acquisition thereof, is not an
affiliate of Ashland and that engages, directly or indirectly, in Competitive
Activities within North America (A) if such Competitive Activities within
North America account for less than 20% of such person's consolidated annual
revenues for its most recently completed fiscal year or (B) if Ashland
disposes of or agrees to dispose of or discontinues such person's business
engaged in Competitive Activities within North America within one year after
the closing of such acquisition.


<PAGE>


                                                                            40


          (b) Ashland hereby agrees that the geographic and business scope and
the duration of the covenants and restrictions in this Section 4.06 are fair
and reasonable. However, if any provision of this Agreement is held to be
invalid or unenforceable by reason of the geographic or business scope or
duration thereof, the court or other tribunal is hereby directed to construe
and enforce this Section 4.06 as if the geographic or business scope or the
duration of such provision has been more narrowly drawn as so not to be
invalid or unenforceable, and such invalidity or unenforceability shall not
affect or render invalid or unenforceable any other provision of this
Agreement.

          (c) Ashland acknowledges that HoldCo will have no adequate remedy at
law if Ashland violates or breaches any term of this Section 4.06. In such
event, HoldCo shall have the right (upon compliance with any necessary
prerequisites imposed by law upon the availability of such remedies), in
addition to any other rights or remedies that it may have to obtain, in any
court of competent jurisdiction, injunctive relief to restrain any breach or
threatened breach of, or otherwise to specifically enforce the terms of, this
Section 4.06, and to exercise such remedies cumulatively or in conjunction
with all other rights and remedies provided by contract (hereunder or
otherwise, including the right to indemnity under Article XIII of the Master
Agreement), at law or in equity.

          (d) All the covenants in this Section 4.06 are intended by each
party hereto to, and shall, be construed as an agreement independent of any
other provision in this Agreement, and the existence of any claim or cause of
action of Ashland against HoldCo, whether predicated on this Agreement or
otherwise (other than a claim or cause of action of Ashland against HoldCo for
a material breach of the Maleic Supply Agreement that is continuing after
written notice by Ashland thereof and the expiration of a reasonable cure
period in accordance with the terms of the Maleic Supply Agreement), shall not
constitute a defense to the enforcement by HoldCo of any covenant in this
Section 4.06.

          SECTION 4.07. BULK TRANSFER LAWS. HoldCo hereby waives compliance
by Ashland with the provisions of any so-called "bulk transfer law" of any
jurisdiction in connection with the Maleic Assignment and Assumption.


<PAGE>


                                                                            41


          SECTION 4.08. SUPPLIES. At any time after 20 days after the Closing
Date, HoldCo shall not use stationery, purchase order forms, labels, material
safety data sheets or other similar paper goods or supplies that state or
otherwise indicate thereon that the Maleic Business is a division or unit of
Ashland.

          SECTION 4.09. MAIL. From and after the Closing, Ashland and HoldCo
shall cooperate with each other, and shall cause their Representatives to
cooperate with each other, to ensure that (i) HoldCo receives copies of all
mail (including mail sent by private delivery and electronic mail
correspondence) relating to the Maleic Business or the Transferred Assets and
(ii) Ashland receives all mail addressed to Ashland delivered to the Premises
(which HoldCo is hereby authorized to receive and open) that contains
information relating to, or of importance to, Ashland (including for financial
reporting, accounting or tax purposes) or to subsidiaries, divisions or
businesses of Ashland other than the Maleic Business.

          SECTION 4.10. FURTHER ASSURANCES. From time to time after the
Closing, as and when requested by any party hereto, each party shall execute
and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions, as such other party may reasonably deem necessary or desirable to
consummate the Transactions contemplated by this Agreement, including, (i) in
the case of Ashland, executing and delivering to HoldCo such assignments,
deeds, Consents and other instruments as HoldCo may reasonably request as
necessary or desirable for such purpose and (ii) in the case of HoldCo,
executing and delivering to Ashland such assumptions and other instruments as
Ashland may reasonably request as necessary or desirable for such purpose.
From and after the Closing Date, Ashland will promptly refer all bona fide
written inquiries with respect to ownership of the Transferred Assets after
the Closing or the operation or conduct of the Maleic Business after the
Closing to HoldCo or its designee.

          SECTION 4.11. REVIEW OF CONTRACTS. Prior to the Closing Date,
Ashland shall review the terms of each material Contract that relates in part
to the Maleic Business and in part to any other business of Ashland or any of
its subsidiaries (collectively, "Ashland Joint Contracts") in order to
determine whether such Contract


<PAGE>


                                                                            42


should be terminated and replaced on or prior to the Closing Date by a
separate Contract relating to the Maleic Business on the one hand (any such
separate Contract being an Assigned Contract, so long as (i) entering into
such Contract would not otherwise be in violation of this Agreement and (ii)
such Contract does not contain terms that, in the aggregate, are materially
less advantageous to the Maleic Business than the terms under the Contract
being terminated and replaced), and a separate Contract relating to such other
business of Ashland or any of its subsidiaries on the other hand (any such
separate Contract not being an Assigned Contract). If requested by HoldCo or
Marathon within 90 days after Ashland notifies HoldCo and Marathon in writing
of the specific terms of the Ashland Joint Contracts, Ashland shall continue
in effect any Ashland Joint Contract not terminated and replaced in accordance
with the immediately preceding sentence, if not prohibited by the terms of
such Ashland Joint Contract, until the stated expiration thereof (without
regard to any available renewal options); provided, however, that Ashland
shall not be prohibited from terminating any such Ashland Joint Contract
(other than the Car Service Contract dated as of April 16, 1990, between
Ashland and General American Transportation Corporation, the Car Leasing
Agreement dated as of January 3, 1984, between Ashland and General Electric
Railcar Leasing Services Corporation, the Car Service Agreement dated as of
April 1, 1989, between Ashland and Union Tank Car Company and the Master
Supplier Agreement dated as of January 1, 1990, between Ashland and Union Tank
Car Company) that relates to a substantial portion of the business of Ashland
and its subsidiaries. Each of Ashland and HoldCo shall perform its respective
obligations under all such Ashland Joint Contracts so as not to create a
default thereunder, and Ashland shall provide HoldCo with rights thereunder
consistent with historical practice between the parties with respect thereto,
subject to obtaining any necessary Consents from third parties (which Ashland
and HoldCo mutually agree to use their reasonable best efforts to obtain) and
subject to HoldCo bearing the proportionate expense attributable to such
rights consistent with historical practice between the parties with respect
thereto; provided, however, that neither Ashland nor HoldCo shall be obligated
to extend credit to the other party.


<PAGE>


                                                                            43


                                   ARTICLE V

                                  Termination
                                  -----------

          SECTION 5.01. TERMINATION. Notwithstanding anything to the
contrary in this Agreement, this Agreement shall automatically terminate,
without further action by any party, and the Maleic Assignment and Assumption
abandoned at any time prior to the Closing, upon termination of the Master
Agreement in accordance with the terms thereof.

          SECTION 5.02. EFFECT OF TERMINATION. In the event of termination of
this Agreement in accordance with Section 5.01, this Agreement shall forthwith
become void and have no effect, without any liability or obligation on the
part of any party hereto, other than (i) Section 5.01 and this Section 5.02
and (ii) Article VI (General Provisions), which provisions shall survive such
termination, and except to the extent that such termination results from the
material breach by a party of its representations, warranties or covenants set
forth in the Transaction Agreements.

                                  ARTICLE VI

                              General Provisions
                              ------------------

          SECTION 6.01. INTERPRETATION; MALEIC BUSINESS DISCLOSURE LETTER;
CERTAIN DEFINITIONS. (a) When a reference is made in this Agreement to an
Article, Section or Exhibit, such reference shall be to an Article of, a
Section of, or an Exhibit to, this Agreement unless otherwise indicated. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation". No item contained in any section of the Maleic Business
Disclosure Letter shall be deemed adequate to disclose an exception to a
representation or warranty made in this Agreement, unless (i) such item is
included (or expressly incorporated by reference) in a section of the Maleic
Business Disclosure Letter that is numbered to correspond to the section
number assigned to such representation or warranty in this Agreement or (ii)
it is readily apparent from a reading of such item


<PAGE>


                                                                            44


that it discloses an exception to such representation or warranty.

          (b) For all purposes hereof:

          "Environmental Liability" means any liability, obligation or
commitment arising under any Environmental Law; provided, however, that
Environmental Liability specifically does not include any liability,
obligation or commitment relating to any Claim brought by any person other
than a Governmental Entity seeking damages, contribution, indemnification,
cost recovery, penalties, compensation or injunctive relief resulting from the
existence or release of, or exposure to, Hazardous Materials, except where
such Claim is brought as a citizen's suit in which no monetary damages are
sought for the account of such person. Anything in this Agreement to the
contrary notwithstanding, any liability, obligation or commitment under the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, or any comparable state Environmental Law that arises out of, is
based on or is in connection with the disposal or Release by Ashland of
Hazardous Materials at a location other than the Premises shall be treated as
a Retained Liability and shall not be or become an Assumed Liability.

          "Intellectual Property" means patents (including all reissues,
divisions, continuations and extensions thereof), patent applications,
trademarks, trademark registrations, trademark applications, servicemarks,
trade names, business names, brand names, copyrights, copyright registrations
and proprietary designs and design registrations.

          "Maleic Business" means the business of (i) manufacturing maleic
anhydride at the Plant, (ii) acquiring maleic anhydride from parties not
affiliated with Ashland and (iii) marketing, distributing and selling the
foregoing, in each case as conducted by Ashland, directly or indirectly
through certain of its subsidiaries, as of the date of this Agreement.

          "Maleic Business Material Adverse Effect" means a material adverse
effect (i) on the business, properties, assets, condition (financial or
otherwise), operations or results of operation of the Maleic Business, taken
as a whole, (ii) on the ability of Ashland to perform its obligations under
this Agreement and the other agreements


<PAGE>


                                                                            45


and instruments to be executed and delivered in connection with this Agreement
or (iii) on the ability of Ashland to consummate the Maleic Assignment and
Assumption. For purposes of this Agreement, "Maleic Business Material Adverse
Effect" shall exclude any events, changes, effects and developments to the
extent relating to (A) the economy of the United States or foreign economies
in general, (B) industries in which the Maleic Business operates and not
specifically relating to the Maleic Business, (C) any announcement by Ashland
of the Transactions or of its intention to transfer the Maleic Business or (D)
the execution of the Transaction Agreements and the Ancillary Agreements and
the consummation of the Transactions.

          "Permitted Liens" means (i) Liens for current Taxes, assessments,
governmental charges or levies not yet due, (ii) workers' or unemployment
compensation Liens arising in the ordinary course of business, (iii)
mechanic's, materialman's, supplier's, vendor's, garnishment or similar Liens
arising in the ordinary course of business for amounts not yet due, (iv) Liens
or other charges or encumbrances as may have arisen in the ordinary course of
business, none of which individually or in the aggregate are material to the
ownership, use or operation of the Transferred Assets, (v) any state of facts
which an accurate survey would show which does not materially detract from the
value of or materially interfere with the use and operation of the Transferred
Assets, (vi) any Liens, easements, rights-of-way, restrictions, rights, leases
and other encumbrances affecting title thereto, whether or not of record,
which do not materially detract from the value of or materially interfere with
the use and operation of the Transferred Assets, (vii) legal highways, zoning
and building Laws, ordinances or regulations, (viii) any Liens for real estate
Taxes which are not yet due and payable, (ix) Liens set forth in Section 3.02
of the Maleic Business Disclosure Letter and (x) Liens set forth in Section
3.03 of the Maleic Business Disclosure Letter.

          SECTION 6.02. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.

          SECTION 6.03. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or
Law, or public


<PAGE>


                                                                            46


policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions contemplated hereby is not affected in any
manner materially adverse to any party hereto. Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement (in accordance with the terms of Section 6.06) so as to effect the
original intent of the parties hereto as closely as possible to the end that
the Transactions contemplated hereby are fulfilled to the greatest extent
possible.

          SECTION 6.04. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

          SECTION 6.05. NO THIRD-PARTY BENEFICIARIES. This Agreement is not
intended to confer any rights or remedies upon any person other than the
parties hereto and the Marathon Parties, whom the parties hereto expressly
agree are third-party beneficiaries entitled to enforce the provisions of this
Agreement. Ashland acknowledges that the rights, titles and interests provided
to HoldCo pursuant to this Agreement are a material part of the consideration
for the agreements of the Marathon Parties pursuant to the Master Agreement.
It is further understood that, subject to Section 14.09 of the Master
Agreement, the respective successors and assigns of Ashland and HoldCo shall
have all of the rights, interests and obligations of Ashland and HoldCo,
respectively, hereunder.

          SECTION 6.06. AMENDMENT. This Agreement may not be amended by the
parties except pursuant to an instrument in writing signed on behalf of
Ashland and HoldCo with the written consent of Marathon.


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, all as of the date first written above.

                                        ASHLAND INC.,

                                        by /s/ James J. O'Brien
                                          -------------------------------
                                          Name:  James J. O'Brien
                                          Title: Chief Executive
                                                 Officer


                                        ATB HOLDINGS INC.,

                                        by /s/ James J. O'Brien
                                          -------------------------------
                                          Name:  James J. O'Brien
                                          Title: President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>6
<FILENAME>ex2-5.txt
<DESCRIPTION>EXHIBIT 2.5 AMENDMENT NO. 2
<TEXT>
                                                                   EXHIBIT 2.5


                         AMENDMENT NO. 2 dated as of March 18, 2004 (this
                    "Amendment"), to the Amended and Restated Limited
                    Liability Company Agreement dated as of December 31, 1998
                    (the "MAP LLC Agreement") of Marathon Ashland Petroleum
                    LLC (the "Company"), by and between Ashland Inc., a
                    Kentucky corporation ("Ashland") and Marathon Oil Company,
                    an Ohio corporation ("Marathon"), a wholly owned
                    subsidiary of Marathon Oil Corporation, a Delaware
                    Corporation ("Marathon Corporation").


          WHEREAS Ashland and Marathon are the only Members of the Company and
are parties to the MAP LLC Agreement, which sets forth the rights and
responsibilities of each of them with respect to the governance, financing and
operation of the Company (capitalized terms used in this Amendment and not
defined herein shall have the meanings given such terms in the MAP LLC
Agreement);

          WHEREAS Marathon Corporation, Marathon, Ashland, New EXM Inc., a
Kentucky Corporation ("New Ashland Inc."), certain of their respective
affiliates and the Company are parties to a Master Agreement (as defined
herein), pursuant to which the parties have agreed to effect the Transactions
described therein;

          WHEREAS Marathon Corporation, Marathon, Ashland, New Ashland Inc.
and certain of their respective affiliates are parties to a Tax Matters
Agreement (as defined herein), which sets forth the rights and obligations of
the parties with respect to Taxes in connection with the Transactions (as
defined herein);

          WHEREAS in connection with the MAP Partial Redemption (as defined
herein), Marathon and Ashland wish to adjust the Percentage Interests of the
Members;

          WHEREAS the Members wish to amend the MAP LLC Agreement to
facilitate the Transactions.


<PAGE>


                                                                             2


          NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. DEFINITIONS

          Effective as of the date of this Amendment, Section 1.01 of the MAP
LLC Agreement is amended by adding the following defined terms at the
appropriate alphabetical location:

          "Closing Date" has the meaning set forth in the Master Agreement.

          "Closing" has the meaning set forth in the Master Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Cold Assets" has the meaning set forth in Section 5.05(b).

          "Collection Policies and Procedures" means the policies and
procedures set forth on Schedule 5.05 attached hereto and pursuant to which
the Company shall act as the collection agent on behalf of New Ashland Inc.
with respect to the Distributed Receivables.

          "Distributed Receivables" has the meaning set forth in the Master
Agreement.

          "Distribution Period" means each of (i) the three-month periods
ended March 31, June 30, September 30 and December 31 of each Fiscal Year, and
(ii) if such Distribution Period would otherwise include the Closing Date,
each of (a) the period beginning on the day after the last day of the Fiscal
Quarter immediately preceding the Closing Date and ending at the close of
business on the Closing Date; and (b) the period beginning on the day after
the Closing Date and ending on the next to occur of March 31, June 30,
September 30 and December 31.

          "Excess Section 751 Property" has the meaning set forth in Section
5.05(b).

<PAGE>


                                                                             3


          "Final Determination" has the meaning set forth in the Tax Matters
Agreement.

          "Form of Receivables Assignment" means the Form of Receivables
Assignment attached as Attachment A hereto.

          "Incidental Cash" shall mean (a) petty cash, (b) refining, retail
outlets and transportation ("RMT") working funds, (c) depository account
balances for the RMT business (automated clearinghouse transmissions submitted
on the most recent banking day in the applicable jurisdiction immediately
preceding the Closing Date or later will be for the account of the Company and
its subsidiaries), (d) funds in transit relating to retail outlet deposits,
and (e) uncollected funds in lockboxes and lockbox bank accounts for the RMT
business (automated clearinghouse transmissions submitted on the most recent
banking day in the applicable jurisdiction immediately preceding the Closing
Date or later will be for the account of the Company and its subsidiaries).

          "IRS" means the U.S. Internal Revenue Service.

          "Master Agreement" means the Master Agreement, dated as of March 18,
2004 among Marathon Corporation, a Delaware Corporation ("Marathon
Corporation"), Marathon, Ashland, New EXM Inc., a Kentucky Corporation ("New
Ashland Inc."), certain of their respective affiliates and the Company
pursuant to which the parties have agreed to effect the Transactions.

          "Member Loans" means any loan of cash or other property by the
Company to a Member.

          "MAP Partial Redemption" has the meaning set forth in the Master
Agreement.

          "MAP Partial Redemption Amount" has the meaning set forth in the
Master Agreement.

          "MAP Partial Redemption Date" means the date on which the MAP
Partial Redemption is effected pursuant to Section 1.01 of the Master
Agreement.

          "Outstanding Member Loan" means any Member Loan to the extent that
such Member Loan has not been repaid by the borrower to the Company.




<PAGE>


                                                                             4


          "Pass-Through Items" has the meaning set forth in the Tax Matters
Agreement.

          "Receivables Sales Facility" means the facility for sales of
accounts receivable by the Company to a party unrelated to any Member pursuant
to the Receivables Purchase and Sale Agreement and exhibits thereto, attached
as Attachment B to this Agreement or such additional or other terms as agreed
by the parties, it being understood that Ashland (or, after the Closing, New
Ashland Inc.) shall agree to such additional or other terms proposed by Mexico
or the Company unless in its good faith judgment such terms adversely affect
the treatment of such sales as sales for tax purposes.

          "Refund" means any refund of Taxes, including any reduction of Taxes
paid or payable by means of credits, offsets or otherwise.

          "Section 704(b) Book-Up" has the meaning set forth in Section 6.19.

          "Section 751 Property" means Section 751 property, as such term is
defined in U.S. Treasury Regulation ss. 1.751-1(e).

          "Tax" or "Taxes" means all forms of taxation imposed by any
governmental authority, including net income, gross income, alternative
minimum, sales, use, ad valorem, gross receipts, value added, franchise,
license, transfer, withholding, payroll, employment, excise, severance, stamp,
property, custom duty, taxes or governmental charges, together with any
related interest, penalties or other additional amounts imposed by a Tax
Authority, and including all liability for or in respect of any of the
foregoing as a result of being a member of a consolidated or similar group or
a partner in an entity treated as a partnership or other pass-through entity
for Tax purposes or as a result of any tax sharing or similar contractual
agreement.

          "Tax Authority" means any governmental authority imposing Taxes and
the agency, if any, charged with the collection of such Taxes for such
authority.

          "Tax Matters Agreement" means the Tax Matters Agreement, dated as of
March 18, 2004, among Ashland, New Ashland Inc., Marathon Corporation,
Marathon, certain of


<PAGE>

                                                                             5


their respective affiliates and the Company, that sets forth the rights and
obligations of such parties with respect to Taxes in connection with the
Transactions.

          "Transactions" has the meaning set forth in the Master Agreement.

          "Undistributed Cash" means any Short Term Investments held by the
Company immediately following the MAP Partial Redemption.

          SECTION 2. DEFINITION OF DISTRIBUTABLE CASH

          Effective as of the date of this Amendment, Section 1.01 of the MAP
LLC Agreement is amended by amending and replacing the defined term
"Distributable Cash" as follows:

          "Distributable Cash" means, for each Distribution Period including a
Distribution Period that includes the Closing Date, without duplication:

          (a) the Short-Term Investments of the Company and its subsidiaries
     on the last day of such Distribution Period, minus

          (b) the Ordinary Course Debt of the Company and its subsidiaries on
     the last day of such Distribution Period, minus

          (c) the Tax Distribution Amount, if any, to be distributed under
     Section 5.01(a) in respect of such Distribution Period, minus

          (d) funds held on the last day of such Distribution Period for
     financing Special Projects (including the Detroit Clean Fuels/Expansion
     Project) or Permitted Capital Projects/Acquisitions, minus

          (e) if the notional repayment of principal for Special Project
     Indebtedness or Permitted Capital Project/Acquisition Indebtedness during
     such Distribution Period calculated using a notional repayment schedule
     established and approved by the Board of Managers in accordance with the
     Company Leverage Policy was more than the amount of actual principal
     repayments for such Special Project Indebtedness or Permitted Capital
     Project Acquisition



<PAGE>


                                                                             6

Indebtedness during such Distribution Period, the amount of such excess, plus

          (f) if the amount of the actual principal repayments for Special
Project Indebtedness or Permitted Capital Project/Acquisition Indebtedness
during such Distribution Period was more than the notional repayment of
principal for such Special Project Indebtedness or Permitted Capital
Project/Acquisition Indebtedness during such Distribution Period (calculated
in the manner described in clause (e) above), the amount of such excess, plus
or minus

          (g) any adjustments or reserves (including any adjustments for
minimum cash balance requirements, including cash reserves for accrued or
withheld Taxes not yet due) in the amounts and for the time periods
established and approved by the Board of Managers pursuant to a vote in
accordance with Section 8.07(b), minus

          (h) the proceeds of any asset sales, dispositions or sale leaseback
arrangements, effected pursuant to Section 9.15(b) of the Master Agreement, to
the extent such asset sales, dispositions or sale leaseback arrangements are
not effected in the ordinary course of the Company's business and are not
reflected in the Company's Business/Tactical Plan & Budget 2004-2006, dated
December 16, 2003, plus

          (i) with respect to determining the MAP Partial Redemption Amount
(as defined in the Master Agreement), all out of pocket costs and expenses to
the extent paid by the Company prior to the Closing Date in connection with
any asset sales, dispositions, or sale leaseback arrangements described in
clause (h) above, plus

          (j) with respect to determining the MAP Partial Redemption Amount
(as defined in the Master Agreement), all out of pocket costs and expenses
paid by the Company to arrange, maintain or terminate any Working Capital
Facilities (as defined in the Company Leverage Policy, set forth in Schedule
8.14) (other than interest), Receivables Sales Facilities or other
arrangements to provide financing to the Company (to the extent such costs and
expenses are paid prior to



<PAGE>


                                                                             7



the Closing Date).

In applying the definition of "Distributable Cash" for purposes of the
definition of "MAP Adjustment Amount" in the Master Agreement, any reduction
in Distributable Cash resulting from the MAP Partial Redemption (as defined in
the Master Agreement) or any payment pursuant to Section 9.09(b) of the Master
Agreement shall be disregarded.

          SECTION 3. PERCENTAGE INTEREST AFTER MAP PARTIAL REDEMPTION

          Effective as of the date of this Amendment, Section 3.01 of the MAP
LLC Agreement is amended and restated to be Section 3.01(a), and a new Section
3.01(b) is added immediately thereafter as follows:

          (b) Immediately following the MAP Partial Redemption, the respective
Percentage Interests of Ashland and Marathon will be determined as follows:
Ashland's Percentage Interest will equal the quotient, expressed as a
percentage, of (x) $2.915 billion plus the MAP Adjustment Amount (as defined
in the Master Agreement) minus the MAP Partial Redemption Amount (as defined
in the Master Agreement) divided by (y) $7.671 billion plus 100% of the
Distributable Cash of the Company as of the Closing Date minus the MAP Partial
Redemption Amount. Marathon's Percentage Interest will equal 100% minus
Ashland's Percentage Interest. The Percentage Interests of the Members will be
appropriately adjusted if the MAP Partial Redemption Amount is increased in
accordance with Sections 1.01 or 1.06 of the Master Agreement.

          SECTION 4. DISTRIBUTIONS

          Effective as of the date of this Amendment, Section 5.01 of the MAP
LLC Agreement is amended and restated in its entirety as follows:

          SECTION 5.01. Distributions. (a) No distribution with respect to a
Tax Distribution Amount shall be made under this Section 5.01 with respect to
a Distribution Period, and the Tax Distribution Amount with respect to such
Distribution Period shall be $0.00, unless the Board of Managers, pursuant to
a vote in accordance with Section 8.07(b), determines that there shall be such
a distribution. If the Board of Managers, pursuant to a vote


<PAGE>


                                                                             8


in accordance with Section 8.07(b), determines that there shall be a
distribution under this Section 5.01 with respect to any Distribution Period
during a Taxable Year, then, within 45 days after the end such Distribution
Period, the Company shall distribute to the Members (the date of such
distribution being a "Distribution Date") an amount in cash (the "Tax
Distribution Amount") determined as follows:

          (i) The maximum Tax Liability of each Member with respect to its
     allocable portion (as provided in Section 6.03) of the Company's
     estimated taxable income for such Distribution Period shall be
     determined, based upon the highest aggregate marginal statutory Federal,
     state and local income tax rate (determined taking into account the
     deductibility, to the extent allowed, of income-based taxes paid to
     governmental entities) to which any Member may be subject for the related
     Fiscal Year (and excluding any deferred taxes) (the "Aggregate Tax
     Rate").

          (ii) If the Tax Liability determined in clause (i) is positive with
     respect to either Member, there shall be a cash distribution to each of
     the Members, in accordance with their Percentage Interests, of an
     aggregate amount such that neither Member shall have received
     distributions under this clause and subsection (b) below for such portion
     of such Fiscal Year in an amount less than its Tax Liability for such
     portion of such Fiscal Year.

          (b) No distribution of Distributable Cash shall be made under this
Section 5.01(b) with respect to a Distribution Period unless the Board of
Managers, pursuant to a vote in accordance with Section 8.07(b), determines
that there shall be such a distribution. If the Board of Managers, pursuant to
a vote in accordance with Section 8.07(b), determines that there shall be a
distribution under this Section 5.01(b) with respect to any Distribution
Period, the Company shall distribute to the Members such amount of
Distributable Cash as is determined to be distributed by such vote of the
Board of Managers. Subject to Section 5.02(b), each such distribution shall be
allocated between the Members pro rata based upon their respective Percentage
Interests.

          (c) The Company shall prepare and distribute to each Member within
45 days after the end of each


<PAGE>

                                                                             9


Distribution Period a statement (a "Distributions Calculation Statement")
setting forth the calculations (in reasonable detail) of (i) the Tax
Distribution Amount for each Member with respect to such Distribution Period
(as if the Board of Managers had determined that there shall be a distribution
under Section 5.01(a) for such Distribution Period, regardless of whether such
a determination was actually made), (ii) the amount of Distributable Cash with
respect to such Distribution Period (as if the Board of Managers had
determined that there shall be a distribution under Section 5.01(b) for such
Distribution Period, regardless of whether such a distribution was actually
made) and (iii) the allocation between the members of distributions, if any,
under Sections 5.01(a) and (b) for such Distribution Period. Such
Distributions Calculations Statements shall be distributed to such Members
regardless of the amount, if any, that is actually distributed to such Members
during such Distribution Period.

          (d) Notwithstanding anything to the contrary in this Agreement, any
agreement reached between the Members to distribute any amount of cash
different from the amounts which would be calculated in accordance with the
methodology set forth in Section 5.01(a) and Section 5.01(b) above shall not
alter or waive in any manner the obligations of the Company to prepare and
deliver the Distributions Calculation Statement as set forth in Section
5.01(c) above, and after any such agreement has been reached the Company shall
continue to prepare and deliver such Distributions Calculation Statement with
respect to each Distribution Period as if no such agreement had been reached.

          SECTION 5. PARTIAL REDEMPTION OF ASHLAND MEMBERSHIP INTEREST

          Effective as of the date of this Amendment, Article V of the MAP LLC
Agreement is amended by adding the following new Section 5.05:

          SECTION 5.05. MAP Partial Redemption. (a) On the MAP Partial
Redemption Date, the Company shall effect the MAP Partial Redemption as
described in Section 1.01 of the Master Agreement by distributing to Ashland
the MAP Partial Redemption Amount in redemption of a portion of its Membership
Interest in the Company and by adjusting the Percentage Interests of the
Members as set forth in Section 3.01 of this Agreement. It is understood that
no Tax


<PAGE>


                                                                            10


Distribution shall be made with respect to the MAP Partial Redemption. The MAP
Partial Redemption Amount shall be distributed in cash and by the distribution
by the Company of the Distributed Receivables, each in the amount determined
in accordance with Section 1.01 of the Master Agreement. In connection with
the MAP Partial Redemption, on the Closing Date the Company shall, in
accordance with the Form of Receivables Assignment attached as Attachment A
hereto, (i) assign, transfer, or otherwise convey to Ashland, and Ashland
shall accept from the Company, the Distributed Receivables, together with all
Related Security and all Collections thereof (as such terms are defined in
Schedule 5.05 attached hereto) and (ii) shall distribute to Ashland cash (by
wire transfer of immediately available funds to a bank account, which will be
designated by Ashland at least two Business Days before the Closing Date). The
Company shall act as collection agent with respect to the Distributed
Receivables on behalf of New Ashland Inc. and pay the full amount of all
Collections thereof to New Ashland Inc. in accordance with the Collection
Policies and Procedures set forth in Schedule 5.05. A subsequent distribution
may be made with respect to any adjustments pursuant to Sections 1.06 or 9.13
of the Master Agreement.

          (b) If, in accordance with the pre-filing agreement (as referenced
in Section 7.06 of the Tax Matters Agreement) or as a result of any other
Final Determination with respect to the MAP Partial Redemption, Ashland is
determined to have received Section 751 Property in excess of the amount of
Section 751 Property which, had Ashland actually received such amount, would
have resulted in no gain recognition to Ashland under Section 751(b) of the
Code (such excess amount of Section 751 Property, the "Excess Section 751
Property"), the Members agree that Ashland shall be deemed to have exchanged
its share of Undistributed Cash for such Excess Section 751 Property for the
purpose of determining the amount of gain, if any, recognized by Ashland under
Section 751(b) of the Code; provided, however, that


<PAGE>


                                                                            11

if the total amount of Undistributed Cash is less than the fair market value
of the Excess Section 751 Property, then Ashland shall be deemed to have
exchanged, for an amount of Section 751 Property, its share of property other
than Section 751 Property, as designated by Ashland and Marathon prior to the
Closing Date, with a fair market value equal to its tax basis (the "Cold
Assets"); provided further, however, that the fair market value of such Cold
Assets shall equal the difference between the fair market value of the Excess
Section 751 Property and the total amount of Undistributed Cash. The Members
agree that any deemed exchange by Ashland of Undistributed Cash and/or Cold
Assets for Excess Section 751 Property pursuant to this Section 5.05(b) is
intended to be consistent with the principles of U.S. Treasury Regulation ss.
1.751-1(g), Example 3(c) and Example 5(d)(1).

          SECTION 6. MEMBER LOANS

          Effective as of the date of this Amendment, Article V of the MAP LLC
Agreement is amended by adding the following new Section 5.06:

          SECTION 5.06. Member Loans. No Member Loans shall be permitted prior
to January 1, 2005, unless approved by the Board of Managers pursuant to a
vote in accordance with Section 8.07(b). At any time during the period
beginning on January 1, 2005 and ending on the date 45 days prior to the
Closing Date, Member Loans to Ashland shall be permitted on terms and
conditions consistent with the Company's historical practice with respect to
Member Loans, and Member Loans to Marathon shall be permitted pursuant to a
vote in accordance with Section 8.07(b). All Member Loans shall be repaid to
the Company by Ashland or Marathon, as applicable, no later than 30 days prior
to the Closing Date.

          SECTION 7. TAX ALLOCATIONS

          (a) Effective as of the date of this Amendment, Section 6.02(a) of
the MAP LLC Agreement is amended and restated as follows:

               (a) Except as provided in Section 6.02(b), 6.02(c), 6.02(d),
6.02(e) and 6.17, Profit or Loss for any Fiscal Year shall be allocated
between the Members in proportion to their respective Percentage Interests.

          (b) Effective as of the date of this Amendment, Article VI of the
MAP LLC Agreement is amended by adding the following new Sections 6.17, 6.18
and 6.19:

          SECTION 6.17 Special Allocations. Notwithstanding anything to the
contrary in Article VI of this Agreement or any other provision of this
Agreement,


<PAGE>

                                                                            12


Marathon shall be allocated any Profit and Loss associated with Pass-Through
Items that would be allocable to Ashland in the absence of this Section 6.17
and that are attributable to a payment that is (1) described in Section
12.01(d)(vii) of the Master Agreement, which results in a special non-pro rata
distribution to Ashland, or (2) made with respect to the St. Paul Park QQQ
Project or the Plains Settlement (as both are described in Section 9.09 of the
Master Agreement).

          SECTION 6.18. Pre-Closing Allocation of Company Debt. Prior to the
Closing Date, the Company and the Members will take all steps necessary to
ensure that nonrecourse debt (within the meaning of U.S. Treasury Regulation
ss. 1.752-1(a)) is allocated to the Members for purposes of Section 752 of the
Code in a manner that results in each Member's share of aggregate Company debt
after the MAP Partial Redemption being equal to such Member's share of
aggregate Company debt immediately prior to such Redemption. For these
purposes, with respect to nonrecourse debt (within the meaning of U.S.
Treasury Regulation ss. 1.752-1(a)) if any, the Members agree to utilize, if
necessary to satisfy the preceding sentence, U.S. Treasury Regulation ss.ss.
1.752-3(a)(3) and 1.752-3(b).

          SECTION 6.19 Section 704(b) Book-Up. The Company shall determine the
value of each item (or class of items, as appropriate) of its assets as of the
MAP Partial Redemption Date, based on the report prepared by Deloitte & Touche
LLP and delivered to Ashland and Marathon in accordance with the definition of
AR Fraction in Section 1.01 of the Master Agreement and shall, immediately
prior to the MAP Partial Redemption, adjust the Capital Accounts of the
Members under Treasury Regulation ss.1.704-1(b)(2)(iv)(f) and (g), based upon
the amount of Profit and Loss that would be allocated to each Member under
Section 6.02 of this Agreement with respect to each such item or class as if
the Company sold all of its assets for such values immediately before the MAP
Partial Redemption (the "Section 704(b) Book-Up"). Any resulting differences
between the book and tax basis of property resulting from such Section 704(b)
Book-Up shall be accounted for under Section 6.03 using a method selected by
the Members.

          SECTION 8. ITEMS REQUIRING VOTE OF MEMBERS UNDER SECTION 8.07(b)

<PAGE>


                                                                            13


          Section 8.08 of the MAP LLC Agreement is hereby amended by adding
the following new Sections 8.08(r)-(t):

          (r) the approval of a distribution under Section 5.01(a);

          (s) the approval of a distribution under Section 5.01(b);

          (t) making a Member Loan, except as otherwise provided in Section
5.06.

SECTION 9.        COMPANY LEVERAGE POLICY

          The Company Leverage Policy (set forth in Schedule 8.14) is amended
and restated in its entirety. Such policy is set forth in a new Schedule 8.14
attached hereto.

          SECTION 10. RECEIVABLES SALES FACILITY

          Article VIII of the MAP LLC Agreement is hereby amended by adding
the following new Section 8.20:

          SECTION 8.20. Receivables Sales Facility. The Company may enter into
the Receivables Sales Facility.

          SECTION 11. TRANSFER OF MEMBERSHIP INTEREST

          Effective as of the date of this Amendment, Section 10.01 of the MAP
LLC Agreement is hereby amended by adding the following new Section 10.01(h):

          (h) Transfer Pursuant to Master Agreement. Notwithstanding anything
to the contrary in this Agreement, Ashland's contribution, transfer and
conveyance of its Membership Interests to HoldCo (as defined in the Master
Agreement), HoldCo's acceptance of such contribution, transfer and conveyance
and the Transactions as contemplated by and in accordance with the Master
Agreement and the other Transaction Agreements (as defined in the Master
Agreement) are expressly permitted hereunder and shall not require approval
under Section 8.07 or otherwise.

          SECTION 12. PARTIES IN INTEREST This Amendment shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
successors, legal representatives and permitted assigns.


<PAGE>

                                                                            14


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

          SECTION 14. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS
AMENDMENT, OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.

          SECTION 15. NO THIRD-PARTY BENEFICIARIES This Amendment is not
intended to confer upon any person other than the parties hereto any rights or
remedies.

          SECTION 16. INTERPRETATION The headings contained in this Amendment
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".

          SECTION 17. SEVERABILITY If any term or other provision of this
Amendment is invalid, illegal or incapable of being enforced by any rule or
law, or public policy, all other conditions and provisions of this Amendment
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions and amendments contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Amendment so as to effect the original intent of the parties as
closely as possible to the end that the transactions and amendments
contemplated hereby are fulfilled to the extent possible.

          SECTION 18. CONTINUATION OF MAP LLC AGREEMENT The MAP LLC Agreement
continues in full force and effect, except as expressly amended herein.

          SECTION 19. CONSEQUENCES OF TERMINATION OF MASTER AGREEMENT In the
event of a termination of the Master Agreement pursuant to Section 11.01 of
the Master

<PAGE>

                                                                            15


Agreement, the parties further agree that, as of the date the Master Agreement
is terminated: the definition of "Distributable Cash," sections 5.01 and 8.08,
and the Company Leverage Policy (set forth in Schedule 8.14) shall be amended
and restored to their language existing prior to this Amendment; Sections
5.05, 5.06, 6.17, and 8.20 shall be repealed in their entirety; and
allocations of Profit and Loss for the period or periods between the signing
of this Amendment and the date the Master Agreement is terminated shall be
made without regard to Section 6.17 or, to the extent such allocations have
been made under Section 6.17, the effects of such allocations shall be
reversed with future allocations of Profit and Loss.




<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first written above.

                                            MARATHON OIL COMPANY,

                                              By /s/ Clarence P. Cazalot, Jr.
                                                 _____________________________
                                                 Name:  Clarence P. Cazalot, Jr.
                                                 Title: President


                                            ASHLAND INC.,

                                              By /s/ James J. O'Brien
                                                 _____________________________
                                                 Name:  James J. O'Brien
                                                 Title: Chief Executive Officer










</TEXT>
</DOCUMENT>
</SUBMISSION>
