AMENDED AND RESTATED
                    LIMITED LIABILITY COMPANY AGREEMENT




                                     of




                       MARATHON ASHLAND PETROLEUM LLC



                       Dated as of December 31, 1998

<PAGE>
<TABLE>
<CAPTION>
                             TABLE OF CONTENTS
                                                                                                  Page


                               ARTICLE I

                    Certain Definitions: Applicable GAAP

<S>                  <C>                                                                          <C>
SECTION 1.01.        Definitions ..................................................................2



SECTION 1.02.        Applicable GAAP..............................................................21

                                ARTICLE II

                            General Provisions

SECTION 2.01.        Formation; Effectiveness.....................................................22
SECTION 2.02.        Name.........................................................................22
SECTION 2.03.        Term.........................................................................22
SECTION 2.04.        Registered Agent and Office..................................................23
SECTION 2.05.        Purpose......................................................................23
SECTION 2.06.        Powers.......................................................................24


                                ARTICLE III

                                  Members

SECTION 3.01.        Members; Percentage Interests................................................25
SECTION 3.02.        Adjustments in Percentage Interests......................................... 26

                                ARTICLE IV

         Capital Contributions: Assumption of Assumed Liabilities

SECTION 4.01.        Contributions................................................................26
SECTION 4.02.        Additional Contributions.....................................................28
SECTION 4.03.        Negative Balances; Withdrawal
                        of Capital; Interest......................................................29


                                 ARTICLE V

                               Distributions

SECTION 5.01.        Distributions................................................................29
SECTION 5.02.        Certain General Limitations..................................................32
SECTION 5.03.        Distributions in Kind........................................................32

<PAGE>


SECTION 5.04.        Distributions in the Event of an Exercise of the Marathon
                        Call Right, Ashland Put Right or the Special Termination Rights...........33


                                ARTICLE VI

                     Allocations and Other Tax Matters
SECTION 6.01.        Maintenance of Capital Accounts..............................................33
SECTION 6.02.        Allocations..................................................................34
SECTION 6.03.        Tax Allocations..............................................................35
SECTION 6.04.        Tax Elections................................................................35
SECTION 6.05.        Fiscal Year..................................................................36
SECTION 6.06.        Tax Returns..................................................................36
SECTION 6.07.        Tax Matters Partner..........................................................37
SECTION 6.08.        Duties of Tax Matters Partner................................................37
SECTION 6.09.        Survival of Provisions.......................................................39
SECTION 6.10.        Section 754 Election.........................................................39
SECTION 6.11.        Qualified Income Offset,
                        Minimum Gain Chargeback...................................................39
SECTION 6.12.        Tax Treatment of Designated Sublease
                        Agreements................................................................39
SECTION 6.13.        Tax Treatment of Reimbursed Liability
                        Payments..................................................................40
SECTION 6.14.        Tax Treatment of Disproportionate
                        Payments..................................................................40
SECTION 6.15.        Allocation of Income, Gains, Losses
                        and Other Items from LOOP LLC and
                        LOCAP, Inc................................................................41
SECTION 6.16.        Allocation of Income, Gain, Loss,
                        Deduction and Credits Attributable
                        to Stock-Based Compensation...............................................41


                                ARTICLE VII

                             Books and Records

SECTION 7.01.        Books and Records; Examination...............................................42
SECTION 7.02.        Financial Statements and Reports.............................................42
SECTION 7.03.        Notice of Affiliate Transactions;
                      Annual List.................................................................44


                                   -ii-
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                               ARTICLE VIII

                        Management of the Company

SECTION 8.01.        Managing Members............................................................ 45
SECTION 8.02.        Board of Managers........................................................... 45
SECTION 8.03.        Responsibility of the Board of Managers..................................... 46
SECTION 8.04.        Meetings.................................................................... 46
SECTION 8.05.        Compensation................................................................ 48
SECTION 8.06.        Quorum...................................................................... 48
SECTION 8.07.        Voting...................................................................... 49
SECTION 8.08.        Matters Constituting Super Majority
                      Decisions.................................................................. 50
SECTION 8.09.        Annual Capital Budget....................................................... 56
SECTION 8.10.        Business Plan............................................................... 56
SECTION 8.11.        Requirements as to Affiliate
                      Transactions............................................................... 57
SECTION 8.12.        Review of Certain Affiliate Transactions
                      Related to Crude Oil Purchases
                      and Shared Services........................................................ 59
SECTION 8.13.        Adjustable Amounts.......................................................... 61
SECTION 8.14.        Company Leverage Policy..................................................... 62
SECTION 8.15.        Company's Investment Guidelines............................................. 62
SECTION 8.16.        RequirementS as to Operating Leases . ...................................... 63
SECTION 8.17.        Limitations on Actions Relating to the
                     Calculation of Distributable Cash............................................63
SECTION 8.18.        Reliance by Third Parties....................................................63
SECTION 8.19.        Integration of Retail Operations.............................................63


                                ARTICLE IX

                                 Officers

SECTION 9.01.        Election, Appointment and Term
                      of Office.................................................................. 65
SECTION 9.02.        Resignation, Removal and Vacancies...........................................66
SECTION 9.03.        Duties and Functions of Executive  Officers..................................67


                                 ARTICLE X

                     Transfers of Membership Interests

SECTION 10.01.       Restrictions on Transfers....................................................67
SECTION 10.02.       Conditions for Admission.....................................................71
SECTION 10.03.       Allocations and Distributions................................................72
SECTION 10.04.       Right of First Refusal.......................................................72
SECTION 10.05.       Restriction on Resignation or Withdrawal ....................................73


                                   -iii-
<PAGE>

                                ARTICLE XI

                Liability. Exculpation and Indemnification

SECTION 11.01.       Liability....................................................................73
SECTION 11.02.       Exculpation..................................................................73
SECTION 11.03.       Indemnification..............................................................74


                                ARTICLE XII

                             Fiduciary Duties

SECTION 12.01.       Duties and Liabilities of Covered Persons....................................75
SECTION 12.02.       Fiduciary Duties of Members of the Company and Members
                        of the Board of Managers..................................................76


                               ARTICLE XIII

                       Dispute Resolution Procedures

SECTION 13.01.       General......................................................................76
SECTION 13.02.       Dispute Notice and Response..................................................76
SECTION 13.03.       Negotiation Between Senior Managers . ...................................... 77
SECTION 13.04.       Negotiation Between Chief Executive
                       Officer and President......................................................77
SECTION 13.05.       Right to Equitable Relief Preserved . ...................................... 78


                                ARTICLE XIV

           Rights and Remedies with Respect to Monetary Disputes

SECTION 14.01.       Ability of Company to Borrow to Fund Disputed Monetary Amounts...............79
SECTION 14.02.       Interim Payment of Disputed Monetary Amount..................................80
SECTION 14.03.       Liquidated Damages...........................................................80
SECTION 14.04.       Right of Set-Off.............................................................82
SECTION 14.05.       Security Interest............................................................83


                                   -iv-
<PAGE>


                                ARTICLE XV

                        Dissolution and Termination

SECTION 15.01.       Dissolution..................................................................84
SECTION 15.02.       Winding Up of Company........................................................84
SECTION 15.03.       Distribution of Property.....................................................85
SECTION 15.04.       Time Limitation..............................................................85
SECTION 15.05.       Termination of Company.......................................................85


                                ARTICLE XVI

                               Miscellaneous

SECTION 16.01.       Notices..................................................................... 85
SECTION 16.02.       Merger and Entire Agreement................................................. 86
SECTION 16.03.       Assignment.................................................................. 87
SECTION 16.04.       Parties in Interest......................................................... 87
SECTION 16.05.       Counterparts................................................................ 87
SECTION 16.06.       Amendment; Waiver........................................................... 87
SECTION 16.07.       Severability................................................................ 87
SECTION 16.08.       GOVERNING LAW............................................................... 88
SECTION 16.09.       Enforcement................................................................. 88
SECTION 16.10.       Creditors................................................................... 89
SECTION 16.11.       No Bill for Accounting...................................................... 89
SECTION 16.12.       Waiver of Partition......................................................... 89
SECTION 16.13.       Table of Contents, Headings and Titles...................................... 89
SECTION 16.14.       Use of Certain Terms; Rules of Construction................................. 89
SECTION 16.15.       Holidays.................................................................... 89
SECTION 16.16.       Third Parties............................................................... 89
SECTION 16.17.       Liability for Affiliates.................................................... 89
</TABLE>
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<CAPTION>
<S>                                 <C>

Appendix A                          Certain Definitions
Appendix B                          Procedures for Dispute Resolution

Exhibit A                           Speedway SuperAmerica LLC Retail Integration Protocol

Schedule 1.01                       Financed Properties
Schedule 4.01(c)                    Subleased Property
Schedule 4.02(a)-1                  Marathon Capital Expenditures
Schedule 4.02(a)-2                  Ashland Capital Expenditures
Schedule 8.01(k)(i)(A)              Closing Date Affiliate Transactions
Schedule 8.14                       Company Leverage Policy
Schedule 8.15                       Company Investment Guidelines
Schedule A                          Calculations re: Normal Annual Capital Budget Amount
</TABLE>

                                    -v-

<PAGE>
Schedule B-1                        Adjustments to Historical EBITDA (Marathon)
Schedule B-2                        Adjustments to Historical EBITDA (Ashland)
Schedule C                          Initial Executive Officers


                                    -vi-
<PAGE>

                                    AMENDED AND RESTATED LIMITED  LIABILITY
                           COMPANY AGREEMENT dated as of December 31, 1998,
                           of   MARATHON   ASHLAND   PETROLEUM   LLC   (the
                           "Company"), by and between Marathon Oil Company,
                           an Ohio  corporation  ("Marathon"),  and Ashland
                           Inc.,  a Kentucky  corporation  ("Ashland"),  as
                           Members.


                           Preliminary Statement

                  WHEREAS,  on June 11, 1997,  Marathon and Emro  Marketing
Company  ("Emro  Marketing")  formed the Company  (formerly  known as "Emro
Supply,  LLC") by filing a Certificate of Formation of the Company with the
Secretary  of State of the  State of  Delaware  and  executed  the  Limited
Liability  Company  Agreement  of the Company  pursuant  to which  Marathon
received a 60%  interest in the Company and Emro  Marketing  received a 40%
interest in the Company;

                  WHEREAS,  on July 18, 1997,  Emro Marketing  assigned its
interest in the Company to Marathon  and Fuelgas  Company,  Inc.,  a wholly
owned  subsidiary  of Marathon  ("Fuelgas"),  with  Marathon  receiving  an
additional 39% interest in the Company and Fuelgas  receiving a 1% interest
in the Company,  which interest will be transferred to Marathon immediately
following  the  Closing  (for  purposes  of this  Agreement  and the  other
Transaction Documents, all references to Marathon's interest in the Company
shall be deemed to include the 1% interest owned by Fuelgas);

                  WHEREAS,  on July 18, 1997, Marathon and Fuelgas executed
the First Amended and Restated Limited  Liability  Company Agreement of the
Company and filed an Amended and Restated  Certificate  of Formation of the
Company with the Secretary of State of the State of Delaware;

                  WHEREAS,  on October 29, 1997, Marathon and Fuelgas filed
a Second Amended and Restated  Certificate of Formation of the Company with
the  Secretary  of State of the State of Delaware to change the name of the
Company to Marathon Ashland Petroleum LLC;

                  WHEREAS,  on  December  8,  1997,  Marathon  and  Fuelgas
executed  the  Second  Amended  and  Restated  Limited   Liability  Company
Agreement of the Company which became effective on December 10, 1997;

                  WHEREAS the parties hereto desire that the Company (a) be
a  premier  petroleum  supply,   refining,   marketing  and  transportation
business,  (b) create a highly  efficient,  cost-effective  and competitive
petroleum  supply,  refining,  marketing  and  transportation  system,  (c)
deliver to the Members the highest  possible  economic value added,  (d) be
customer-focused  and  market-driven  in its  business  strategy,  (e) be a
respected and  responsible  member of the  communities in which the Company
will  operate,  with a high  regard for  environmental  responsibility  and
employee safety, and (f) seek to maximize Distributable Cash to the Members
consistent with the foregoing, including capital spending levels which over
time are  expected  to be  generally  equivalent  to the level of  non-cash
charges; and

                  WHEREAS  the  Members  entered  into  this  Agreement  on
January  1, 1998 to set forth the rights  and  responsibilities  of each of
them  with  respect  to the  governance,  financing  and  operation  of the
Company;

                  WHEREAS,  the Members have  executed  Amendment  No. 1 to
this Agreement as of August 21, 1998, and have executed  Amendment No. 2 to
this Agreement as of September 1, 1998; and

                  WHEREAS,  the  Members  wish to make  certain  additional
amendments to this Agreement,  and to restate this Agreement  incorporating
such additional amendments as well as the amendments contained in Amendment
No. 1 and Amendment No. 2.

                  NOW,  THEREFORE,  the  parties  hereto  hereby  agree  as
follows:


                                 ARTICLE I

                    Certain Definitions; Applicable GAAP

                  SECTION  1.01.  Definitions.  Defined  terms used in this
Agreement  shall have the meanings  ascribed to them by  definition in this
Agreement  or in Appendix A. In  addition,  when used herein the  following
terms have the following meanings:

                  "Accounting  Determination"  has the meaning set forth in
Section 1.02.

                  "Acquisition  Expenditures" means, in connection with any
acquisition by the Company and its  subsidiaries,  without  duplication (i)
the purchase  price paid or to be paid for the net assets or capital  stock
or other equity  interests in connection  with such  acquisition,  (ii) any
Indebtedness assumed by the Company and its subsidiaries in connection with
any such acquisition,  (iii) any contingent liabilities assumed or incurred
by the Company and its subsidiaries in connection with any such acquisition
to the extent that such contingent liabilities are required to be reflected
on the balance sheet of the Company and its subsidiaries in accordance with
Financial  Accounting  Standard  Number 5 (or any successor or  superseding
provision  of  Applicable  GAAP),  and (iv) all other  costs  and  expenses
incurred or to be incurred  by the  Company or any of its  subsidiaries  in
connection  with any such  acquisition  to the  extent  that such costs and
expenses would be capitalized if such acquisition were consummated.

                  "Adjustable  Amount" has the meaning set forth in Section
8.13.

                  "Additional Monetary Amount" has the meaning set forth in
Section 14.03(c).

                  "Additional  Required  Cash  Amount"  has the meaning set
forth in Section 14.01(a).

                  "Adjusted DD&A" means:

                  (i) for the twelve-month  periods ended December 31, 1995
         and 1996, $348 million and $346 million, respectively;

                  (ii) for the twelve-month period ended December 31, 1997,
         the  total  combined  depreciation,   depletion  and  amortization
         expense of the Marathon  Business and the Ashland  Business during
         such twelve-month period, including,  without duplication, (a) any
         gains (deductions from  depreciation,  depletion and amortization)
         or losses (additions to depreciation,  depletion and amortization)
         on  asset  retirements  during  such  period  and  (b)  pro  forma
         depreciation,  depletion and  amortization  expense related to the
         Financed  Properties  during such period  (calculated  in the same
         manner such pro forma  depreciation,  depletion  and  amortization
         expense  was  calculated  in  Schedule  A,  which   considers  the
         placed-in-service dates of the Financed Properties);

                  (iii) for the  twelve-month  period ended  September  30,
         1998, the sum of:

                           (a) the total combined  depreciation,  depletion
                  and amortization expense of the Marathon Business and the
                  Ashland Business during the period  commencing on October
                  1, 1997, and ended on the date immediately  preceding the
                  Closing Date,  including,  without  duplication,  (1) any
                  gains  (deductions  from   depreciation,   depletion  and
                  amortization)  or  losses   (additions  to  depreciation,
                  depletion and amortization) on asset  retirements  during
                  such period and (2) pro forma depreciation, depletion and
                  amortization  expense related to the Financed  Properties
                  during  such period  (calculated  in the same manner such
                  pro  forma   depreciation,   depletion  and  amortization
                  expense was calculated in Schedule A, which considers the
                  placed-in-service dates of the Financed Properties); and

                           (b)  the  total   depreciation,   depletion  and
                  amortization  expense of the Company and its subsidiaries
                  for the period  commencing  on the Closing Date and ended
                  on   September   30,  1998,   including   (1)  any  gains
                  (deductions    from    depreciation,     depletion    and
                  amortization)  or  losses   (additions  to  depreciation,
                  depletion and amortization) on asset  retirements  during
                  such period, (2) depreciation, depletion and amortization
                  expense  related  to  the  Garyville   Propylene  Upgrade
                  Project   during  such   period  and  (3)   depreciation,
                  depletion  and   amortization   expense  related  to  all
                  Company-funded  Capital  Expenditures,  but excluding (4)
                  depreciation,  depletion and amortization expense related
                  to  Member-Funded   Capital   Expenditures  and  (5)  the
                  increase or decrease in such depreciation,  depletion and
                  amortization  expense related to the Ashland  Transferred
                  Assets (including pro forma  depreciation,  depletion and
                  amortization  expense related to the Financed Properties)
                  resulting  from the  application  of purchase  accounting
                  treatment  to  the   transactions   contemplated  by  the
                  Transaction Documents (such purchase accounting treatment
                  causing an increase or decrease in the  estimated  useful
                  lives and the net book value of the  Ashland  Transferred
                  Assets); and

                  (iv) for the  twelve-month  period  ended  September  30,
         1999, and each twelve-month  period ended September 30 thereafter,
         the total depreciation,  depletion and amortization expense of the
         Company  and  its  subsidiaries  for  such  twelve-month   period,
         including,  without  duplication,  (a) any gains  (deductions from
         depreciation,  depletion and amortization) or losses (additions to
         depreciation,  depletion and  amortization)  on asset  retirements
         during such period,  (b) depreciation,  depletion and amortization
         expense related to the Garyville  Propylene Upgrade Project during
         such  period  and (c)  depreciation,  depletion  and  amortization
         expense  related  to  Company-funded   Capital   Expenditures  but
         excluding (d)  depreciation,  depletion and  amortization  expense
         related to Member-Funded Capital Expenditures and (e) the increase
         or  decrease  in such  depreciation,  depletion  and  amortization
         expense related to the Ashland  Transferred  Assets (including pro
         forma depreciation,  depletion and amortization expense related to
         the  Financed  Properties)   resulting  from  the  application  of
         purchase accounting treatment to the transactions  contemplated by
         the  Transaction  Documents  (such purchase  accounting  treatment
         causing an increase or decrease in the estimated  useful lives and
         the net book value of the Ashland Transferred Assets);

  all as determined on a consolidated basis with respect to (x) in the case
  of any  period  ending  prior  to the  Closing  Date,  Marathon  and  its
  subsidiaries or Ashland and its  subsidiaries,  as applicable,  or (y) in
  the case of any period ending on or after the Closing  Date,  the Company
  and its subsidiaries, in each case in accordance with Applicable GAAP.

                  "Adjusted EBITDA" means:

                  (i) for the twelve-month  periods ended December 31, 1995
         and 1996, $657 million and $600 million, respectively;

                  (ii) for the twelve-month period ended December 31, 1997,
         the sum of:

                           (a)  Historical EBITDA for such twelve-month period,
                  plus

                           (b) $80 million, minus

                           (c) 38% of an amount equal to (1) the sum of the
                  amounts calculated  pursuant to clauses (a) and (b) above
                  for such  twelve-month  period less (2) the Adjusted DD&A
                  for such twelve-month period.

                  (iii) for the  twelve-month  period ended  September  30,
         1998, the sum of:

                           (a) for the  period  commencing  on  October  1,
                  1997,  and ended on the date  immediately  preceding  the
                  Closing Date, the sum of:

                           (1) Historical EBITDA for such period, plus

                           (2) $20 million, minus

                           (3) 38% of an amount equal to (A) the sum of the
                  amounts calculated  pursuant to clauses (1) and (2) above
                  with  respect to such period less (B) the  Adjusted  DD&A
                  for such period; and

                           (b) for the  period  commencing  on the  Closing
                  Date and ended on September 30, 1998, the sum of:

                           (1) EBITDA of the Company and its subsidiaries for
                  such period, plus

                           (2) $12.4 million, minus

                           (3) the Tax  Distribution  Amounts paid or to be
                  paid in respect of each of the three Fiscal  Quarters (or
                  portion thereof) included in such period; and

                  (iv) for the twelve-month period ended September 30, 1999
         and each  twelve-month  period ended September 30 thereafter,  the
         sum of:

                           (a) EBITDA of the Company  and its  subsidiaries
                  for such twelve-month period, minus

                           (b) the Tax  Distribution  Amounts paid or to be
                  paid  in  respect  of each of the  four  Fiscal  Quarters
                  included in such twelve-month period;

all as determined on a  consolidated  basis with respect to (x) in the case
of  any  period  ending  prior  to  the  Closing  Date,  Marathon  and  its
subsidiaries or Ashland and its subsidiaries,  as applicable, or (y) in the
case of any period ending on or after the Closing Date, the Company and its
subsidiaries, in each case in accordance with then Current GAAP (other than
Ordinary Course Lease Expenses which shall be calculated in accordance with
Applicable GAAP).

                  "Advanced Amount" has the meaning set forth in Section
14.01(b).

                  "Affiliate    Transaction"   means   any   agreement   or
transaction  between the Company or any of its  subsidiaries and any Member
or any Affiliate of any Member that:

                  (a) for purposes of Section 7.03(a)(i), will result or is
         reasonably anticipated will result in expenditures,  contingent or
         actual liabilities or benefits to the Company and its subsidiaries
         in excess of $2 million;

                  (b) for  purposes  of  Section  7.03(b),  is  either  (i)
         outside the ordinary  course of the Company and its  subsidiaries'
         business  and  results  or will  result  in  contingent  or actual
         liabilities  or benefits to the  Company and its  subsidiaries  in
         excess of  $100,000 in the  applicable  Fiscal Year or (ii) within
         the ordinary course of the Company and its subsidiaries'  business
         and results or will result in  expenditures,  contingent or actual
         liabilities or benefits to the Company and its subsidiaries (A) in
         excess of $2 million individually in the applicable Fiscal Year or
         (B) when taken together with all other  agreements or transactions
         entered into the same Fiscal Year as such agreement or transaction
         which are either  related to such  agreement or transaction or are
         substantially  the same type of agreement or  transaction  as such
         agreement or transaction, in excess of $2 million in the aggregate
         in the applicable Fiscal Year; and

                  (c) for  purposes  of Section  8.08(k)(i),  is either (i)
         outside the ordinary  course of the Company and its  subsidiaries'
         business and will result or is reasonably  anticipated will result
         in expenditures,  contingent or actual  liabilities or benefits to
         the Company and its  subsidiaries  in excess of $2 million or (ii)
         within the  ordinary  course of the Company and its  subsidiaries'
         business and will result or is reasonably  anticipated will result
         in expenditures,  contingent or actual  liabilities or benefits to
         the Company and its subsidiaries in excess of $25 million.

                  For purposes of this definition of Affiliate Transaction,
any guarantee by a Member or any Affiliate of any Member of any obligations
of the Company or any of its  subsidiaries  that is provided by such Member
or such Affiliate  without cost to the Company and its  subsidiaries  shall
not  be  deemed  to  be  an  Affiliate  Transaction.   Notwithstanding  the
foregoing,   the  term  "Affiliate   Transaction"  shall  not  include  any
distributions  of cash or other property to the Members pursuant to Article
V.

                  "Affiliate  Transaction  Dispute  Notice" has the meaning
set forth in Section 8.11(b).

                  "Aggregate Tax Rate" has the meaning set forth in Section
5.01(a)(i).

                  "Agreed Additional Capital Contributions" has the meaning
set forth in Section 4.02(c).

                  "Agreement"   means  this   Limited   Liability   Company
Agreement  of  the  Company,   as  the  same  may  be  amended,   restated,
supplemented or otherwise modified from time to time.

                  "Annual  Capital  Budget"  has the  meaning  set forth in
Section 8.09(a).

                  "Applicable GAAP" has the meaning set forth in Section 1.02.

                  "Approved  Marathon  Crude Oil Purchase  Program" has the
meaning set forth in Section 8.12.

                  "Arbitratable  Dispute"  has the  meaning  set  forth  in
Section 13.04(a).

                  "Arbitration  Payment Due Date" has the meaning set forth
in Section 14.03(a).

                  "Arbitration  Proceeding"  has the  meaning  set forth in
Section 14.01(a).

                  "Arbitration  Tribunal"  has the  meaning  set  forth  in
Appendix B.

                  "Arm's-Length  Transaction"  has the meaning set forth in
Section 8.11(a).

                  "Ashland Designated  Sublease  Agreements" shall mean the
Ashland Sublease  Agreements  attached as Exhibits L-1, L-2, L-3 and L-4 to
the Asset Transfer and Contribution Agreement.

                  "Ashland-Funded Capital Expenditures" has the meaning set
forth in Section 4.02(a).

                  "Audited Financial  Statements" has the meaning set forth
in Section 7.02(c).

                  "Average Annual DD&A" means:

                  (a) for Fiscal  Year 1998,  the  average of the  Adjusted
         DD&A for the three  twelve-month  periods ended December 31, 1995,
         1996 and 1997;
                  (b) for Fiscal  Year 1999,  the  average of the  Adjusted
         DD&A (i) for the two twelve-month  periods ended December 31, 1996
         and 1997 and (ii) for the one twelve-month  period ended September
         30, 1998;

                  (c) for Fiscal  Year 2000,  the  average of the  Adjusted
         DD&A (i) for the  twelve-month  period ended December 31, 1997 and
         (ii) for the two twelve-month periods ending on September 30, 1998
         and 1999; and

                  (d) for Fiscal Year 2001 and each Fiscal Year thereafter,
         the  average  of the  Adjusted  DD&A  for the  three  twelve-month
         periods  ending on  September 30 in each of the three Fiscal Years
         immediately preceding such Fiscal Year.

                  "Average Adjusted EBITDA" means:

                  (a) for Fiscal  Year 1998,  the  average of the  Adjusted
         EBITDA for the three twelve-month periods ended December 31, 1995,
         1996 and 1997;

                  (b) for Fiscal  Year 1999,  the  average of the  Adjusted
         EBITDA (i) for the two  twelve-month  periods  ended  December 31,
         1996  and 1997 and  (ii)  for the one  twelve-month  period  ended
         September 30, 1998;

                  (c) for Fiscal  Year 2000,  the  average of the  Adjusted
         EBITDA (i) for the twelve-month period ended December 31, 1997 and
         (ii) for the two twelve-month periods ending on September 30, 1998
         and 1999; and

                  (d) for Fiscal Year 2001 and each Fiscal Year thereafter,
         the  average of the  Adjusted  EBITDA  for the three  twelve-month
         periods  ending on  September 30 in each of the three Fiscal Years
         immediately preceding such Fiscal Year.

                  "Average Annual Level" means for any twelve-month  period
ending on September 30 of any  calendar  year,  the average of the level of
the Price  Index  ascertained  by adding the twelve  monthly  levels of the
Price  Index  during such  twelve-month  period and  dividing  the total by
twelve.

                  "Bareboat  Charters" has the meaning set forth in Section
9.3(k) of the Asset Transfer and Contribution Agreement.

                  "Base Level" means 161.2.

                  "Base Rate" has the meaning set forth in Section  1.01 of
the Put/Call, Registration Rights and Standstill Agreement.

                  "Board of Managers"  has the meaning set forth in Section
8.02(a).

                  "Bulk  Motor Oil  Business"  has the meaning set forth in
Section  14.03(h)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Business Plan" has the meaning set forth in Section 8.10.

                  "Capital Account" has the meaning set forth in Section 6.01.

                  "Capital   Expenditures"   means,  for  any  period,  the
aggregate of all expenditures  incurred by the Company and its subsidiaries
during such period that, in accordance with Applicable  GAAP, are or should
be included in additions to property,  plant or equipment or similar  items
reflected  in the  consolidated  statement of cash flows of the Company and
its subsidiaries;  provided,  however,  that Capital Expenditures shall not
include (a) exchanges of such items for other items,  (b)  expenditures  of
proceeds of insurance settlements by the Company or any of its subsidiaries
in  respect  of lost,  destroyed  or  damaged  assets,  equipment  or other
property to the extent such expenditures are made to replace or repair such
lost,  destroyed or damaged  assets,  equipment or other property within 18
months of such loss,  destruction or damage, (c) funds expended by a Member
or an  Affiliate  of a Member to purchase any  Subleased  Property  that is
contributed  to the  Company or a  subsidiary  of the  Company  pursuant to
Section  4.01(c)(i)(A) or (d) Member-Funded  Capital  Expenditures;  all as
determined  on a  consolidated  basis with  respect to the  Company and its
subsidiaries in accordance with Applicable GAAP.

                  "Capital Lease" means any lease of (or other  arrangement
conveying  the right to use) real or personal  property,  or a  combination
thereof,  which obligations are required to be classified and accounted for
as capital  leases on a  consolidated  balance sheet of the Company and its
subsidiaries in accordance with Applicable GAAP.

                  "Closing Date Affiliate Transactions" has the meaning set
forth in Section 8.08(k)(i)(A).

                  "Company Independent  Auditors" has the meaning set forth
in Section 7.01.

                  "Company Investment Guidelines" has the meaning set forth
in Section 8.15.

                  "Company  Leverage  Policy"  has the meaning set forth in
Section 8.14.

                  "Competitive  Business"  has the  meaning  set  forth  in
Section  14.01(a)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Competitive  Third  Party" has the  meaning set forth in
Section  14.01(d)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Contracting Member" has the meaning set forth in Section
8.11(b).

                  "Covered  Person"  means any Member,  any  Affiliate of a
Member  or any  officers,  directors,  shareholders,  partners,  employees,
representatives  or agents of a Member or their respective  Affiliates,  or
any Representative, or any employee, officer or agent of the Company or its
Affiliates.

                  "Critical  Decision" means each Primary Critical Decision
and each Other Critical Decision.

                  "Critical  Decision  Termination  Date"  means (a) in the
case of any Other Critical  Decision,  the first anniversary of the Closing
Date  or (b) in the  case  of any  Primary  Critical  Decision,  the  first
anniversary  of the Closing Date or, if the Critical  Decision  Termination
Date shall be extended  with respect to such Primary  Critical  Decision as
provided in Section 8.19(c),  the fifteen-month  anniversary of the Closing
Date.

                  "Crude Oil Purchases"  means any purchase of crude oil by
the Company or any of its  subsidiaries  from  Marathon or any Affiliate of
Marathon.

                  "Current GAAP" means,  at any time,  GAAP as in effect at
such time.

                  "Delinquent  Member" has the meaning set forth in Section
14.01(a).

                  "Designated   Sublease   Agreements"  means  the  Ashland
Designated   Sublease  Agreements  and  the  Marathon  Designated  Sublease
Agreements.

                  "Designated  Sublease  Amount" means any  obligation of a
Member to the Company or a subsidiary of the Company under Section  4.01(c)
with respect to a Subleased Property or a Designated Sublease Agreement.

                  "Dispute" has the meaning set forth in Section 13.01.

                  "Dispute  Notice"  has the  meaning  set forth in Section
13.02.

                  "Disputed  Capital  Contribution  Amount" has the meaning
set forth in Section 13.04(a).

                  "Disputed  Indemnification  Amount"  has the  meaning set
forth in Section 14.01(a).

                  "Disputed  Monetary  Amount" has the meaning set forth in
Section 14.01(a).

                  "Distributable  Cash"  means,  for each  Fiscal  Quarter,
without duplication:

                  (a) the  Short-Term  Investments  of the  Company and its
         subsidiaries on the last day of such Fiscal Quarter, minus

                  (b)  the  Ordinary  Course  Debt of the  Company  and its
         subsidiaries on the last day of such Fiscal Quarter, minus

                  (c) the Tax Distribution  Amount to be paid in respect of
         such Fiscal Quarter, minus

                  (d) funds held on the last day of such Fiscal Quarter for
         financing     Special     Projects    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  Fiscal  Quarter  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  Indebtedness during such Fiscal Quarter,  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 Fiscal  Quarter was
         more than the notional  repayment  of  principal  for such Special
         Project  Indebtedness  or  Permitted  Capital  Project/Acquisition
         Indebtedness  during such Fiscal Quarter (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).

                  "Distribution  Date" has the meaning set forth in Section
5.01(a).

                  "Distributions Calculation Statement" has the meaning set
forth in Section 5.01(c).

                  "EBITDA" means for any period:

                  (a) net income, plus

                  (b) to the extent  deducted in computing such net income,
         the sum of (i)  estimated  or  actual  Federal,  state,  local and
         foreign  income  tax  expense,   (ii)  interest   expense,   (iii)
         depreciation,  depletion and amortization  expense,  (iv) non-cash
         charges  resulting  from  the  cumulative  effect  of  changes  in
         accounting  principles,  and (v) non-cash  lower of cost or market
         inventory or fixed asset writedowns; minus

                  (c) to the extent added in computing such net income, (i)
         any  interest  income  (excluding   interest  income  on  accounts
         receivable  related to marketing  programs),  (ii) non-cash  gains
         resulting  from the  cumulative  effect of changes  in  accounting
         principles and (iii) non-cash lower of cost or market inventory or
         fixed asset gains;

all as  determined  on a  consolidated  basis (x) in the case of any period
ended prior to the Closing Date,  Marathon and its  subsidiaries or Ashland
and its  subsidiaries,  as  applicable,  or (y) in the  case of any  period
ending on or after the Closing  Date,  with  respect to the Company and its
subsidiaries,  in each case in  accordance  with  then  Current  GAAP.  For
purposes  of this  definition,  depreciation,  depletion  and  amortization
expense will include any gains (deductions from depreciation, depletion and
amortization)  or  losses   (additions  to   depreciation,   depletion  and
amortization) on asset  retirements and excess purchase price  amortization
adjustments.  For the  avoidance  of doubt,  EBITDA  shall not  include any
revenues or expenses  constituting  Member-Funded  Capital  Expenditures or
Member-Indemnified Expenditures.

                  "Executive Officers" has the meaning set forth in Section
9.01(a).

                  "Final  Monetary  Amount"  has the  meaning  set forth in
Section 14.03(a).

                  "Financed Properties" means each of the properties listed
in Schedule 1.01.

                  "Fiscal Quarter" means the three-month period ended March
31, June 30, September 30 and December 31 of each Fiscal Year.

                  "Fiscal Year" has the meaning set forth in Section 6.05.

                  "Fuelgas  Interest"  means the 1% interest in the Company
which is owned by Fuelgas.

                  "GAAP" means United States generally accepted  accounting
principles applied on a consistent basis.

                  "Garyville Propylene Upgrade Project" means the propylene
splitter with a capacity of approximately  800 million pounds per year that
is being  constructed  at the  Garyville  refinery  for the  production  of
propylene.

                  "Historical  EBITDA" means for any period ending prior to
the Closing Date the sum of:

                  (a) EBITDA of the  Marathon  Business  for such period as
         adjusted  for each of the  "EBIT  Adjustment"  items  set forth in
         lines  10-55  of  Schedule  B-1  and  each  of  the  "Depreciation
         Adjustment"  items set forth in lines 133  through 150 of Schedule
         B-1,  in each case  calculated  for such period in the same manner
         that such adjustments were calculated in Schedule B-1, plus

                  (b) EBITDA of the  Ashland  Business  for such  period as
         adjusted  for each of the  "EBIT  Adjustment"  items  set forth in
         lines  11-56  of  Schedule  B-2  and  each  of  the  "Depreciation
         Adjustment"  items set forth in lines  111-120 of Schedule B-2, in
         each case  calculated for such period in the same manner that such
         adjustments were calculated in Schedule B-2;

all  determined  on a  consolidated  basis with respect to Marathon and its
subsidiaries or Ashland and its subsidiaries,  as applicable, in accordance
with then Current GAAP.

                  "Initial GAAP" has the meaning set forth in Section 1.02.

                  "Initial Term" has the meaning set forth in Section 2.03.

                  "Make-Up  Expense"  has the  meaning set forth in Section
6.02(d).

                  "Maralube  Express Business" has the meaning set forth in
Section  14.03(d)(i)  of the Put/Call,  Registration  Rights and Standstill
Agreement.

                  "Marathon Crude Oil Purchase Program" has the meaning set
forth in Section 8.12.

                  "Marathon  Designated Sublease Agreements" shall mean the
Marathon Sublease  Agreements  attached as Exhibits E-1, E-2 and E-3 to the
Asset Transfer and Contribution Agreement.

                  "Marathon-Funded  Capital  Expenditures"  has the meaning
set forth in Section 4.02(a).

                  "Material  Adverse  Effect"  has the meaning set forth in
the Asset Transfer and Contribution Agreement.

                  "Member-Funded  Capital Expenditures" has the meaning set
forth in Section 4.02(a).

                  "Member-Indemnified  Expenditures"  has the  meaning  set
forth in Section 4.02(b).

                  "Monetary  Dispute"  has the meaning set forth in Section
14.01(a).

                  "Non-Contracting  Member"  has the  meaning  set forth in
Section 8.11(b).

                  "Non-Delinquent  Member"  has the  meaning  set  forth in
Section 14.01.

                  "Non-Terminating Member" has the meaning set forth in the
Put/Call, Registration Rights and Standstill Agreement.

                  "Normal Annual  Capital  Budget  Amount" means,  for each
Fiscal Year, an amount equal to the sum of:

                  (i) an amount  equal to 130% of the  Average  Annual DD&A
         for such Fiscal Year, plus

                  (ii) if, with respect to any Fiscal Year, (a) the Average
         Adjusted  EBITDA for such Fiscal  Year less the amount  calculated
         pursuant to clause (i) above for such Fiscal Year exceeds (b) $240
         million (such excess,  the "Excess  EBITDA" for such Fiscal Year),
         the sum of (1) the lesser of: (x) 10% of the  Average  Annual DD&A
         for such  Fiscal  Year and (y) the Excess  EBITDA for such  Fiscal
         Year and (2) 50% of the amount by which the Excess EBITDA for such
         Fiscal Year exceeds an amount  equal to 10% of the Average  Annual
         DD&A for such Fiscal Year.

An example of the calculation of Adjusted DD&A,  Adjusted  EBITDA,  Average
Annual DD&A,  Average  Adjusted EBITDA and the Normal Annual Capital Budget
Amount is shown in  Schedule A. In the event of any  inconsistency  between
such  Schedule  A and the  language  of this  definition  of Normal  Annual
Capital Budget Amount, neither shall control over the other.

                  "Offer  Notice"  has the  meaning  set  forth in  Section
10.04(a).

                  "Ordinary Course Debt" means,  without  duplication,  the
aggregate  outstanding principal amount of all loans and advances under any
committed or uncommitted credit facilities  (including any commercial paper
borrowings  or  borrowings  under  the  Revolving  Credit  Agreement,   but
excluding  trade  payables),  provided that Ordinary  Course Debt shall not
include any Permitted  Intercompany Debt, any Special Project  Indebtedness
or any Permitted Capital Project Indebtedness.

                  "Ordinary  Course Lease Expense"  means,  with respect to
any Fiscal Year, the rental or lease expense for such Fiscal Year of assets
rented or financed by operating  leases (as  determined in accordance  with
Applicable GAAP).

                  "Original Lease" means the lease or charter  underlying a
Marathon  Designated  Sublease Agreement or an Ashland Designated  Sublease
Agreement in which  Marathon or Ashland,  as  applicable,  is the lessee or
charterer.

                  "Other  Critical  Decision"  means  each of the Level III
decisions set forth in paragraphs 2(c)(iii), (v), (vii), (viii) and (ix) of
the Retail Integration Protocol.

                  "Packaged  Motor Oil  Business" has the meaning set forth
in Section  14.03(h) of the Put/Call,  Registration  Rights and  Standstill
Agreement.

                  "Percentage  Interest"  has  the  meaning  set  forth  in
Section 3.01.

                  "Permitted Capital Project/Acquisition  Indebtedness" has
the meaning set forth in the Company Leverage Policy.

                  "Permitted  Intercompany  Debt" has the meaning set forth
in the Company Leverage Policy.

                  "Price  Index"  means the  Consumer  Price  Index for All
Urban  Consumers of the United  States  Department of Labor Bureau of Labor
Statistics for all Urban Areas (on the 1982-84 equals 100 standard).

                  "Primary  Critical  Decision" means each of the Level III
decisions  set  forth in  paragraphs  2(c)(i),  (ii),  (iv) and (vi) of the
Retail Integration Protocol.

                  "Prime  Rate"  means  the  rate  of  interest  per  annum
publicly announced from time to time by Citibank,  NA, as its prime rate in
effect at its principal  office in New York;  each change in the Prime Rate
shall be effective  on the date such change is publicly  announced as being
effective.

                  "Private  Label  Packaged  Motor  Oil  Business"  has the
meaning set forth in Section 14.03(h) of the Put/Call  Registration  Rights
and Standstill Agreement.

                  "Profit and Loss", as appropriate, means, for any period,
the taxable  income or tax loss of the Company and its  subsidiaries  under
Code Section 703(a) and Treasury  Regulation Section 1.703-1 for the Fiscal
Year, adjusted as follows:

                  (a) All items of income, gain, loss or deduction required
         to be separately  stated pursuant to Code Section  703(a)(1) shall
         be included;

                  (b) Tax  exempt  income  as  described  in  Code  Section
         705(a)(1)(B) realized by the Company during such Fiscal Year shall
         be taken into account as if it were taxable income;

                  (c) Expenditures of the Company described in Code Section
         705(a)(2)(B)  for such Fiscal Year,  including items treated under
         Treasury   Regulation   Section   1.704-1(b)(2)(iv)(i)   as  items
         described  in Code  Section  705(a)(2)(B),  shall  be  taken  into
         account as if they were deductible items;

                  (d) With respect to any property (other than money) which
         has been  contributed to the capital of the Company,  "Profit" and
         "Loss"  shall be computed in  accordance  with the  provisions  of
         Treasury  Regulation  Section  1.704-1(b)(2)(iv)(g)  by  computing
         depreciation,  amortization, income, gain, loss or deduction based
         upon  the  fair  market  value  of such  property  at the  date of
         contribution.  Book depreciation (as that term is used in Treasury
         Regulation   Section   1.704-(b)(2)(iv)(g)(3))   for   any   asset
         contributed to the Company that was fully  depreciated for federal
         income tax  purposes as of the date of its  contribution  shall be
         based on the  applicable  recovery  period (as  determined in Code
         Section 168(c)) for new assets of the same type;

                  (e) With respect to any property of the Company which has
         been  revalued as required or  permitted  by Treasury  Regulations
         under Code Section 704(b),  "Profit" or "Loss" shall be determined
         based upon the fair market value of such property as determined in
         such revaluation; and

                  (f) With respect to any property of the Company which (i)
         is  distributed  in kind to a  Member,  or (ii) has been  revalued
         under Section 6.03 upon the  occurrence of any event  specified in
         Treasury Regulation Section  1.704-1(b)(2)(iv)(f),  the difference
         between the adjusted basis for federal income tax purposes and the
         fair  market  value  shall  be  treated  as gain or loss  upon the
         disposition of such property.

                  "Qualified  Candidate"  has  the  meaning  set  forth  in
Section 9.02(c).

                  "Quick  Lube  Business"  has the  meaning  set  forth  in
Section  14.03(h)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Refundable  Amount" has the meaning set forth in Section
14.03(d).

                  "Representatives"  has the  meaning  set forth in Section
8.01

                  "Response" has the meaning set forth in Section 13.02.

                  "Retail   Integration   Protocol"   means  the   Speedway
SuperAmerica LLC Retail Integration Protocol attached hereto as Exhibit A.

                  "Revolving Credit Agreement" has the meaning set forth in
Section 2.2(a) of the Master Formation Agreement.

                  "Section 8.11(b)  Affiliate  Transaction" has the meaning
set forth in Section 8.11(b).

                  "Security  Interest" has the meaning set forth in Section
14.05(a).

                  "Selling  Member"  has the  meaning  set forth in Section
10.04(a).

                  "Senior  Manager"  has the  meaning  set forth in Section
13.02.

                  "Shared Service" means an administrative  service that is
provided to the Company or its subsidiaries by Marathon,  Ashland or any of
their respective  Affiliates  pursuant to the Shared Services  Agreement or
provided to Marathon,  Ashland or any of their respective Affiliates by the
Company or its subsidiaries pursuant to the Shared Services Agreement.

                  "Shared  Services  Agreement"  means the Shared  Services
Agreement by and among  Marathon,  Ashland and the Company,  including  the
Schedules  thereto,  attached  as  Exhibit  U to  the  Asset  Transfer  and
Contribution Agreement.

                  "Short-Term   Investments"  means,  without  duplication,
collected or  available  bank cash  balances,  the fair market value of any
investment made by the Company or any of its  subsidiaries  pursuant to the
Company's Investment Guidelines and the fair market value of any investment
made by the Company or any of its  subsidiaries  that should have been made
pursuant to the Company's Investment  Guidelines,  but excluding Incidental
Cash and any cash balances that represent uncollected funds.

                  "Significant Shared Service" means (a) any Shared Service
related to the  Treasury  and Cash  Management  function and (b) any Shared
Service (or group of related Shared Services) that results or is reasonably
anticipated  to result in the  payment  by or to the  Company or any of its
subsidiaries  of more than $2  million in any  contract  year in the period
during  which  such  Shared  Service  will be  provided.  For  purposes  of
determining  whether the $2 million  threshold of this  definition has been
satisfied,  payments  for all  Shared  Services  in  each of the  following
general administrative areas shall be aggregated within each area specified
below and considered  related Shared  Services:  Human  Resources;  Health,
Environment and Safety; Law; Public Affairs;  Governmental Affairs; Finance
and  Accounting  (including  Internal  Audit);   Administrative   Services;
Information   Technology  Services;   Procurement;   Business  Development;
Aviation; Engineering and Technology; Economics; and Security.

                  "Sole Arbitrator" has the meaning set forth in Appendix B.

                  "Special  Project"  has  the  meaning  set  forth  in the
Company Leverage Policy.

                  "Special Project  Indebtedness" has the meaning set forth
in the Company Leverage Policy.

                  "Special  Termination Right" has the meaning set forth in
Section  2.01(a)  of  the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Subleased Property" has the meaning set forth in Section
4.01(c).

                  "Super  Majority  Decision"  has the meaning set forth in
Section 8.08.

                  "Surplus  Cash" has the meaning  assigned to such term in
the Company Leverage Policy.

                  "Tax  Distribution  Amount"  has the meaning set forth in
Section 5.01(a).

                  "Tax Liability"  means,  with respect to a Fiscal Year, a
Member's liability for Federal, state, local and foreign taxes attributable
to taxable  income  allocated  to such Member  pursuant to Section 6.03 and
Section 10.03,  taking into account any Tax deduction or loss  specifically
allocated to a Member  pursuant to this Agreement or any other  Transaction
Document.

                  "Term  of the  Company"  has the  meaning  set  forth  in
Section 2.03.

                  "Terminating Member" has the meaning set forth in Section
2.01(a) of the Put/Call, Registration Rights and Standstill Agreement.

                  "Unaudited  Financial  Statements"  has the  meaning  set
forth in Section 7.02(a).

                  "Valvoline Business" has the meaning set forth in Section
14.03(h) of the Put/Call, Registration Rights and Standstill Agreement.

                  SECTION 1.02.  APPLICABLE  GAAP.  In connection  with the
calculation   pursuant  to  this  Agreement  of  Adjusted   DD&A,   Capital
Expenditures  or Ordinary  Course  Lease  Expenses,  the  determination  of
whether a lease is a Capital  Lease or the  determination  of  whether  the
Company has entered  into an  operating  lease for purposes of Section 8.16
(each such calculation or  determination,  an "Accounting  Determination"),
the Company shall apply then Current GAAP;  provided,  however,  that if at
any time after  January 1, 1998,  a change  shall occur in GAAP which would
result in any Accounting  Determination  being different under Current GAAP
than such Accounting  Determination would have been under GAAP as in effect
on January 1, 1998 ("Initial  GAAP"),  then (a) the Members shall negotiate
in good faith to make such  amendments  to the relevant  provisions of this
Agreement as shall be required to preserve  the economic and other  results
intended  by the  Members  as of  January  1,  1998  with  respect  to such
Accounting  Determination and (b) unless and until such time as the Members
shall in good faith mutually agree to such  amendments,  Initial GAAP shall
be applied to make such Accounting  Determination  or, if the Members shall
have previously amended the relevant  provisions of this Agreement pursuant
to this Section 1.02 in response to a prior change in GAAP, then GAAP as in
effect at the time the most recent such  previous  amendment was made shall
be used to make such  Accounting  Determination  (the GAAP that is actually
applied by the Company in making any such Accounting Determination pursuant
to this Agreement being the "Applicable GAAP").


                                 ARTICLE II

                             General Provisions

                  SECTION 2.01. FORMATION;  EFFECTIVENESS.  The Company has
been formed as a limited  liability  company pursuant to the pro-visions of
the Delaware  Act by the filing of the  Certificate  of Formation  with the
Secretary of State of the State of Delaware.  Pursuant to Section 18-201(d)
of the Delaware Act, the provisions of this Agreement shall be effective as
of the Closing Date.  Each Member hereby adopts,  confirms and ratifies the
Certificate  of  Formation  and all acts  taken in  connection  there-with.
Ashland shall be admitted as a member of the Company upon its execution and
delivery  of this  Agreement.  Except as provided  in this  Agreement,  the
rights, duties,  liabilities and powers of the Members shall be as provided
in the Delaware Act.

                  SECTION  2.02.  NAME.  The name of the  Company  shall be
Marathon Ashland  Petroleum LLC. The Board of Managers may adopt such trade
or fictitious names as it may determine.

                  SECTION 2.03. TERM.  Subject to the provisions of Article
XV  providing  for  early  termination  in  certain  circumstances  and the
provisions  of  Article  IX  of  the  Put/Call,   Registration  Rights  and
Standstill Agreement,  the initial term of the Company (the "Initial Term")
began on the date the Certificate of Formation was filed with the Secretary
of State of the State of Delaware,  and shall  continue  until the close of
business on  December  31,  2022 and,  thereafter,  the term of the Company
shall be  automatically  extended for successive  10-year periods unless at
least  two years  prior to the end of the  Initial  Term or any  succeeding
10-year period, as applicable,  a Member notifies the Board of Managers and
the other  Member in  writing  that it wants to  terminate  the term of the
Company at the end of the Initial  Term or such  10-year  period,  in which
event,  the term of the Company  shall not  thereafter  be  extended  for a
successive  ten-year  term.  The President of the Company shall notify each
Member  in  writing  at  least  six  months  prior  to each  such  two-year
notification  date  that  the  Term of the  Company  will be  automatically
extended unless a Member provides a notice to the contrary pursuant to this
Section  2.03.  The  failure of the  President  of the Company to give such
notice, or any defect in any notice so given, shall not affect the Members'
rights to terminate the Term of the Company  pursuant to this Section 2.03,
and shall not result in a termination  of the Term of the Company  unless a
Member provides a notice to the contrary pursuant to this Section 2.03. The
Initial Term, together with any such extensions, is hereinafter referred to
as the "Term of the  Company".  The  existence of the Company as a separate
legal entity shall  continue until the  cancelation  of the  Certificate of
Formation in the manner provided in the Delaware Act.

                  SECTION 2.04.  REGISTERED  AGENT AND OFFICE.  The name of
the  registered  agent of the Company for service of process on the Company
in the State of Delaware is The Corporation Trust Company,  and the address
of the registered agent and the address of the office of the Company in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington,  Delaware  19801.  The Board of Managers may change such office
and such agent from time to time in its sole discretion.

                  SECTION 2.05. PURPOSE.  (a) The purpose of the Company is
to engage  in any  lawful  act or  activity  for which a limited  liability
company may be formed under the Delaware Act (either directly or indirectly
through one or more  subsidiaries).  It is the Members'  understanding  and
intent that (i) the Company will be an  independent,  self-funding  entity,
(ii) no additional capital contributions are expected to be required by the
Members  and (iii) the  administrative  requirements  of the  Company  will
generally be provided by the Company's own  employees.  In  furtherance  of
this  understanding and intent,  and without limiting the generality of the
foregoing, unless the Members shall mutually agree otherwise, the following
administrative  functions and services shall be provided  substantially  by
the Company and its subsidiaries'  employees (or by its unaffiliated  third
party  contractors)  under the  supervision  and  control of the  Company's
officers: Human Resources; Health, Environment and Safety; Law; Finance and
Accounting;  Internal Audit; Treasury and Cash Management;  and Information
Technology.  For the avoidance of doubt, the Members  acknowledge and agree
that the provision at any time of the specific Shared  Services  identified
and  described  in Schedule  10.2(e) to the  Marathon  Asset  Transfer  and
Contribution  Agreement  Disclosure  Letter  and  Schedule  10.2(e)  to the
Ashland Asset Transfer and Contribution  Agreement Disclosure Letter to the
Company and its  subsidiaries by the Members shall not be deemed to violate
the requirements of the immediately preceding sentence.

                  (b) The  Company,  and the  President  on  behalf  of the
Company,  may enter into and  perform  the  Transaction  Documents  and the
Commercial  Documents  to which the Company is a party  without any further
act,   vote  or   approval   of  the  Board  of  Managers  or  the  Members
notwithstanding any other provision of this Agreement,  the Delaware Act or
other Applicable Law. The President of the Company is hereby  authorized to
enter into such  Transaction  Documents  and such  Commercial  Documents on
behalf  of the  Company,  but  such  authorization  shall  not be  deemed a
restriction  on the  power of the Board of  Managers  to enter  into  other
agreements on behalf of the Company.

                  SECTION 2.06. POWERS. In furtherance of its purposes, but
subject to all the provisions of this Agreement, the Company shall have the
power and is hereby authorized to:

         (a)  acquire by  purchase,  lease,  contribution  of  property  or
        otherwise, own, operate, hold, sell, convey, transfer or dispose of
        any real or personal property which may be necessary, convenient or
        incidental to the accomplishment of the purpose of the Company;

         (b)  act  as  a  trustee,  executor,  nominee,  bailee,  director,
        officer,  agent or in some other fiduciary  capacity for any person
        or entity  and to  exercise  all the  powers,  duties,  rights  and
        responsibilities associated therewith;

         (c) take any and all actions necessary,  convenient or appropriate
        as trustee, executor,  nominee, bailee, director, officer, agent or
        other  fiduciary,  including  the  granting or approval of waivers,
        consents or  amend-ments of rights or powers  relating  thereto and
        the  execution of  appropriate  documents to evidence such waivers,
        consents or amendments;

         (d)  borrow  money  and  issue   evidences  of   indebtedness   in
        furtherance  of any or all of  the  purposes  of the  Company,  and
        secure the same by mortgage,  pledge or other lien on the assets of
        the Company;

         (e)  invest  any  funds of the  Company  pending  distribution  or
         payment of the same pursuant to the provisions of this Agreement;

         (f)  prepay  in  whole or in part,  refinance,  recast,  increase,
        modify or extend any Indebtedness of the Company and, in connection
        therewith, execute any extensions, renewals or modifications of any
        mortgage or security agreement securing such Indebtedness;

         (g) enter  into,  perform  and carry  out  contracts  of any kind,
        including, without limitation,  contracts with any person or entity
        affiliated  with any of the Members,  necessary  to, in  connection
        with,  convenient  to, or incidental to the  accomplishment  of the
        purposes of the Company;

         (h) employ or otherwise engage employees,  managers,  contractors,
        advisors, attorneys and consultants and pay reasonable compensation
        for such services;

         (i) enter into partnerships,  limited liability companies, trusts,
        associations,  corporations or other ventures with other persons or
        entities in furtherance of the purposes of the Company; and

         (j) do such  other  things  and  engage in such  other  activities
        related  to  the  foregoing  as  may be  necessary,  convenient  or
        incidental to the conduct of the business of the Company,  and have
        and  exercise all of the powers and rights  conferred  upon limited
        liability companies formed pursuant to the Delaware Act.


                                ARTICLE III

                                  Members

                  SECTION 3.01. MEMBERS;  PERCENTAGE  INTERESTS.  The names
and addresses of the Members and their respective  percentage  interests in
the Company ("Percentage Interests") are as follows:

                                                     Percentage
                  Members                            Interests

         Marathon Oil Company                           62%
         5555 San Felipe
         P.O. Box 3128
         Houston, TX 77056-2723

         Ashland Inc.                                   38%
         50 East RiverCenter Boulevard
         P.O. Box 391
         Covington, KY 41012-0391

Marathon's  Percentage  Interest  shall be deemed to  include  the  Fuelgas
Interest.  Promptly after the Closing, Marathon will cause Fuelgas to merge
with and into Marathon.

                  SECTION  3.02.   ADJUSTMENTS  IN  PERCENTAGE   INTERESTS.
Marathon's and Ashland's Percentage Interests, and the Percentage Interests
of each other  Member,  if any,  shall be  adjusted  (a) at the time of any
Transfer of such Member's  Membership  Interests  pursuant to Section 10.02
and (b) at the time of the  admission  of each new Member  pursuant to such
terms and  conditions  as the  Board of  Managers  from time to time  shall
determine  pursuant to a vote in accordance with Section  8.07(b),  in each
case to take into account such Transfer or admission of a new Member.

                                 ARTICLE IV

          Capital Contributions; Assumption of Assumed Liabilities

                  SECTION 4.01. CONTRIBUTIONS. (a) On or before the Closing
Date, Marathon shall contribute,  convey,  transfer,  assign and deliver to
the Company or shall have contributed,  conveyed, transferred, assigned and
delivered to the  Company,  the Marathon  Transferred  Assets,  and Ashland
shall contribute,  convey,  transfer,  assign and deliver to the Company or
shall have contributed,  conveyed,  transferred,  assigned and delivered to
the Company, the Ashland Transferred Assets, in each case pursuant to terms
and  conditions  of the  Asset  Transfer  and  Contribution  Agreement.  In
addition,  any  additional  assets that Marathon or Ashland are required to
contribute,  convey, transfer, assign and deliver to the Company at a later
date  pursuant  to the  terms and  conditions  of the  Asset  Transfer  and
Contribution Agreement shall be so contributed at such later date.

                  (b) The Company shall assume, as of the Closing Date, the
Assumed  Liabilities  pursuant  to the  terms  of the  Asset  Transfer  and
Contribution Agreement.

                  (c)  PAYMENTS  OR  DAMAGES  UNDER   DESIGNATED   SUBLEASE
AGREEMENTS AS  CONTRIBUTIONS.  (i) Each Member has agreed,  pursuant to the
Designated  Sublease  Agreements to which it is a party, to sublease to the
Company  or one of its  subsidiaries  the  assets  or  property  listed  on
Schedule 4.01(c) ("Subleased Property") for a nominal consideration in lieu
of transferring  such property to the Company or such  subsidiary,  free of
any Liens, other than Permitted Encumbrances, as a capital contribution.

                  (A) If at any time after  January 1, 1998 a Member in its
         capacity as a sublessor  shall  become the owner of any  Subleased
         Property, such Member shall promptly contribute, convey, transfer,
         assign and deliver to the Company  (or, if the Company so directs,
         to one of its  subsidiaries)  at no  cost to the  Company  or such
         subsidiary,  and the Company hereby agrees to accept,  or to cause
         such subsidiary to accept, such Subleased Property and the related
         Designated  Sublease Agreement shall be terminated with respect to
         such Subleased  Property,  all as more  specifically  set forth in
         such Designated  Sublease Agreement.  In addition,  if at any time
         after  January  1,  1998 a Member  assigns  to the  Company  (or a
         subsidiary  of the  Company) a purchase  option with  respect to a
         Subleased Property pursuant to a Designated Sublease Agreement and
         the Company or such subsidiary  exercises such purchase option and
         pays all or a portion of the purchase price therefor,  such Member
         shall  promptly  reimburse  the  Company or such  subsidiary  such
         amount so paid and, if not so  reimbursed,  such  amount  shall be
         subject to set-off  pursuant to Section 14.04. Any such payment by
         the Company shall be treated as a distribution  to the appropriate
         Member for capital account  purposes,  and any such amount paid to
         the Company or such subsidiary by a Member in connection with such
         reimbursement  obligation,  or to the extent of a set-off  applied
         pursuant  to  Section  14.04 as a  result  of such  failure  to so
         reimburse,  shall be  treated  as a  capital  contribution  to the
         Company.

                  (B)  Any  amount  paid  by  the  Company  or  any  of its
         subsidiaries  under a  Designated  Sublease  Agreement  to cure or
         prevent  a  payment  default  by the  sublessor  Member  under the
         underlying  Original  Lease shall be  reimbursed to the Company or
         such subsidiary by such Member, and if not so reimbursed, shall be
         subject to set-off  pursuant to Section 14.04. Any such payment by
         the Company shall be treated as a distribution  to the appropriate
         Member for capital account  purposes,  and any such amount paid to
         the Company or such  subsidiary by a Member in  connection  with a
         default of its payment obligations under its respective Designated
         Sublease  Agreements,  or  to  the  extent  of a  set-off  applied
         pursuant to Section  14.04 as a result of such  default,  shall be
         treated as a capital contribution to the Company.

                  (C) None of the capital contributions pursuant to (A) and
         (B)  above  shall  result  in  any   adjustment  to  the  Members'
         respective Percentage Interests in the Company.

                  (ii) If (A) a Member commences a voluntary case under any
         applicable  bankruptcy,  insolvency,  liquidation,   receivership,
         reorganization or other similar law now in effect, or an order for
         relief is entered against such Member in an involuntary case under
         any such law and (B) a trustee of such Member rejects a Designated
         Sublease  Agreement of such  Member,  then (1) the Member shall be
         obligated to reimburse  the Company for the Loss to the Company as
         a result of such rejected  Designated  Sublease  Agreement,  which
         Loss, if not so reimbursed,  shall be subject to set-off  pursuant
         to  Section  14.04  prior to the  interest  of such  Member in any
         distributions  hereunder  and (2) the amount of such Loss shall be
         deemed to be the loss of use of such  Subleased  Property  for the
         economic life thereof rather than any other period.

                  SECTION 4.02. ADDITIONAL CONTRIBUTIONS. (a) Member-Funded
Capital  Expenditures.  For each Capital  Expenditure project identified on
Schedule 4.02(a)-1,  Marathon shall contribute to the Company the amount of
funds necessary to comply with its obligations  under Section 7.1(j) of the
Asset  Transfer  and  Contribution  Agreement  with respect to such Capital
Expenditure  project as, when and if the Company  actually  incurs  Capital
Expenditures  related to such Capital  Expenditure  project  (such  Capital
Expenditures,  as, when and if they are funded by Marathon, are referred to
herein as the  "Marathon-Funded  Capital  Expenditures").  For each Capital
Expenditure  project  identified  on  Schedule  4.02(a)-2,   Ashland  shall
contribute to the Company the amount of funds  necessary to comply with its
obligations  under Section  7.2(k) of the Asset  Transfer and  Contribution
Agreement with respect to such Capital  Expenditure project as, when and if
the Company  actually incurs Capital  Expenditures  related to such Capital
Expenditure  project (such Capital  Expenditures,  as, when and if they are
funded by Ashland,  are referred to herein as the  "Ashland-Funded  Capital
Expenditures",  and together with the Marathon-Funded Capital Expenditures,
the  "Member-Funded  Capital  Expenditures").  Each  Member-Funded  Capital
Expenditure shall be treated as a capital  contribution to the Company, but
shall not result in any  adjustment to the Members'  respective  Percentage
Interests in the Company.  To the extent  permitted by applicable  Tax law,
any Tax  deduction by the Company of a  Member-Funded  Capital  Expenditure
shall be specially  allocated so that each Member will have the Tax benefit
of its Member-Funded Capital Expenditures.

                  (b)  INDEMNIFICATION   PAYMENTS  AS  CONTRIBUTIONS.   Any
indemnity  amount paid by Marathon or Ashland to the Company  under Article
IX  of  the   Asset   Transfer   and   Contribution   Agreement   (each   a
"Member-Indemnified   Expenditure")   shall  be   treated   as  a   capital
contribution to the Company,  but shall not result in any adjustment to the
Members' respective Percentage Interests in the Company. A determination of
whether the associated  Loss will be deducted or capitalized by the Company
for Tax  purposes  shall be made by the  Company  at the  direction  of the
Indemnifying  Party.  Any Tax deduction or loss claimed by the Company with
respect to the  indemnified  amount  shall be  specially  allocated  to the
Indemnifying Party.

                  (c) OTHER ADDITIONAL CAPITAL  CONTRIBUTIONS.  The Members
shall make  other  additional  capital  contributions  ("Agreed  Additional
Capital  Contributions")  pro rata  based on  their  respective  Percentage
Interests if and to the extent such capital  contributions  are approved by
the  Board  of  Managers  pursuant  to a vote in  accordance  with  Section
8.07(b).

                  (d) NO THIRD-PARTY BENEFICIARIES.  The provisions of this
Agreement,  including without  limitation,  this Section 4.02, are intended
solely to benefit the  Members  and, to the  fullest  extent  permitted  by
Applicable  Law,  shall not be construed as conferring any benefit upon any
creditor of the Company other than the Members, and no such creditor of the
Company other than the Members shall be a third-party  beneficiary  of this
Agreement,  and no Member or member of the Board of Managers shall have any
duty or  obligation  to any  creditor  of the Company to issue any call for
capital pursuant to this Agreement.

                  SECTION 4.03.  NEGATIVE BALANCES;  WITHDRAWAL OF CAPITAL;
INTEREST.  Neither of the Members shall have any  obligation to the Company
or to the other  Member to restore  any  neg-ative  balance in its  Capital
Account.  Neither Member may withdraw capital or receive any  distributions
from the Company except as specifically  provided herein. No interest shall
be paid by the Company on any capital contributions.


                                 ARTICLE V

                               Distributions

                  SECTION 5.01. DISTRIBUTIONS. (a) Within 45 days after the
end of each  Fiscal  Quarter  during each Fiscal  Year,  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 the portion of such Fiscal
         Year  ending  on the  last  day of such  Fiscal  Quarter  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.

                  (iii)  Following  a  determination  by the Company of the
         Company's actual net taxable income with respect to a Fiscal Year,
         the maximum  Tax  Liability  of each  Member  with  respect to its
         allocable  portion (as provided in Section  6.03) of the Company's
         net taxable income for such Fiscal Year shall be determined, based
         upon the  Aggregate  Tax Rate. If the maximum Tax Liability of any
         Member for the Fiscal Year is in excess of the cash  distributions
         previously  made to the Member for such Fiscal  Year under  clause
         (ii) above and subsection (b) below, the Company shall make a cash
         distribution  to  all  the  Members,   in  accordance  with  their
         Percentage Interests,  of an aggregate amount such that the excess
         is eliminated for all the Members. Such distribution shall be made
         within 45 days of the date the Company's actual net taxable income
         is determined.

                  (iv) In the event that the Company  Independent  Auditors
         determine  pursuant to Section  7.02(d) that the Company's  actual
         net taxable  income with  respect to a Fiscal Year is greater than
         the amount  determined  by the Company  pursuant  to clause  (iii)
         above,  the Company  shall make a  determination  of the amount of
         cash,  if any,  required  to be  distributed  to the  Members,  in
         accordance  with their  Percentage  Interests,  such  that,  after
         taking into account cash distributions previously made to a Member
         under clauses (ii) and (iii) above and  subsection  (b) below,  no
         Member shall  receive less than its Tax  Liability for such Fiscal
         Year based on such higher net taxable income  amount.  The Company
         shall, within 15 days after the determination is made,  distribute
         such additional amount of cash to the Members,  in accordance with
         their Percentage Interests.

                  (v) In the event that the  Company  Independent  Auditors
         determine  pursuant to Section  7.02(d) that the Company's  actual
         net taxable  income with respect to a Fiscal Year is less than the
         amount determined by the Company pursuant to clause (iii) above, a
         determina-tion shall be made of the excess Tax Distribution Amount
         that was distributed to the Members in respect of such Fiscal Year
         based on the  Company's  determina-tion  of its actual net taxable
         income and the Company shall deduct from the next Tax Distribution
         Amount  payable to the Members  pursuant to this Section 5.01, the
         amount of such excess distribution.

                  (b) In addition to the distributions  pursuant to Section
5.01(a),  on each  Distribution  Date, the Company shall  distribute to the
Members  all  Distributable  Cash for the  Fiscal  Quarter  to  which  such
Distribution Date relates provided,  however,  that the distribution of (i)
Distributable Cash pursuant to this paragraph 5.01(b) or (ii) cash pursuant
to Section  5.01(a) above,  in each case with respect to any Fiscal Quarter
may be made in such other  manner and in such other  amount as the  Members
shall  agree  with  respect  to such  Fiscal  Quarter;  provided,  further,
however,  that any agreement by any Member with respect to the distribution
of either  Distributable  Cash pursuant to this  paragraph  5.01(b) or cash
pursuant  to  Section  5.01(a)  for  any  Fiscal  Quarter  pursuant  to the
preceding  proviso  shall not  alter or waive  any of the  rights of either
Member under this Agreement with respect to  distributions of Distributable
Cash pursuant to this paragraph 5.01(b) or cash pursuant to Section 5.01(a)
with respect to any subsequent Fiscal Quarter.  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 Fiscal  Quarter a statement (a
"Distributions  Calculation  Statement") setting forth the calculations (in
reasonable  detail)  used by the  Company  for  purposes  of  distributions
pursuant to this Section 5.01 of (i) the Tax  Distribution  Amount for each
Member for such Fiscal Quarter,  (ii) the amount of Distributable  Cash for
such Fiscal  Quarter and (iii) the  allocation of such  Distributable  Cash
between the Members.

                  (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 Distribution
Calculation  Statement  with  respect to each Fiscal  Quarter as if no such
agreement had been reached.

                  SECTION   5.02.   CERTAIN   GENERAL   LIMITATIONS.    (a)
Notwithstanding  any provision to the contrary contained in this Agreement,
the Company, and the Board of Managers on behalf of the Company,  shall not
be required to make a  distribution  to either  Member with respect to such
Member's  Membership  Interests if such distribution  would violate Section
18-607 of the Delaware Act or other applicable law.

                  (b)  Notwithstanding  any other provision of this Article
V, all amounts  distributed to the Members in connection with a dissolution
of the Company or the sale or other disposition of all or substantially all
the assets of the  Company  that  results in a  dissolution  of the Company
shall be  distributed  to the Members in accordance  with their  respective
Capital  Account  balances,  as  adjusted  pursuant  to  Article VI for all
Company operations up to and including the date of such distribution.

                  SECTION 5.03.  DISTRIBUTIONS  IN KIND.  The Company shall
not  distribute  to the Members  any assets in kind unless  approved by the
Board of Managers pursuant to a vote in accordance with Section 8.07(b). If
cash and property in kind are to be distributed simultaneously, the Company
shall  distribute  such cash and property in kind in the same proportion to
each Member, unless otherwise approved by the Board of Managers pursuant to
a vote in  accordance  with Section  8.07(b).  For purposes of  determining
amounts  distributable  to Members  under  Section  5.01,  for  purposes of
determining  Profit and Loss under  Section  1.01,  for  purposes of making
adjustments  to  Capital  Accounts  under  Article VI and for  purposes  of
allocations  under Article VI, any property to be distributed in kind shall
have the value assigned to such property by the Board of Managers  pursuant
to a vote in accordance with Section 8.07(b) and such value shall be deemed
to  be  part  of  and  included  in  Distributable  Cash  for  purposes  of
determining distributions to the Members under this Agreement.

                  SECTION 5.04.  DISTRIBUTIONS  IN THE EVENT OF AN EXERCISE
OF THE MARATHON  CALL RIGHT,  ASHLAND PUT RIGHT OR THE SPECIAL  TERMINATION
RIGHTS.  In the event of an exercise by Marathon of its Marathon Call Right
or its Special  Termination Right or the exercise by Ashland of its Ashland
Put  Right or its  Special  Termination  Right  pursuant  to the  Put/Call,
Registration  Rights and Standstill  Agreement,  certain  distributions  to
Ashland or Marathon,  as applicable,  will be suspended in accordance  with
the provisions of Section 5.01 thereof.


                                 ARTICLE VI

                     Allocations and Other Tax Matters

                  SECTION 6.01.  MAINTENANCE OF CAPITAL ACCOUNTS.
An account (a "Capital Account") shall be established and maintained in the
Company's  books for each Member in  accordance  with  Treasury  Regulation
Section  1.704-1(b)(2)(iv)  and to which the following  provisions apply to
the extent not inconsistent with such Regulation:

                  (a) There  shall be  credited  to each  Member's  Capital
Account (i) the amount of money  contributed  by such Member to the Company
(including liabilities of the Company assumed by such Member as provided in
Treasury  Regulation  Section  1.704-1(b)(2)(iv)(c)),  (ii) the fair market
value of any  property  contributed  by the Member to the  Company  (net of
liabilities  secured  by such  contributed  property  that the  Company  is
considered to assume or take subject to under Code Section 752),  and (iii)
such Member's share of the Company's Profit;

                  (b) There  shall be debited  from each  Member's  Capital
Account (i) the amount of money  distributed  to such Member by the Company
(including liabilities of such Member assumed by the Company as provided in
Treasury Regulation Section  1.704-1(b)(2)(iv)(c)) other than amounts which
are in repayment of debt  obligations  of the Company to such Member,  (ii)
the fair  market  value of  property  distributed  to such  Member  (net of
liabilities  secured by such  property  that such Member is  considered  to
assume or take subject to under Code Section 752),  and (iii) such Member's
share of the Company's Loss;

                  (c) To each  Member's  Capital  Account  there  shall  be
credited,  in the  case  of an  increase,  or  debited,  in the  case  of a
decrease,  such Member's  share of any  adjustment to the adjusted basis of
Company  assets  pursuant to Code Section  734(b) or Code Section 743(b) to
the extent provided by Treasury Regulation Section 1.704-(b)(2)(iv)(m); and

                  (d)  Upon  the  transfer  of  all  or  any  part  of  the
Membership  Interests of a Member,  the Capital  Account of the  transferee
Member shall include the portion of the Capital  Account of the  transferor
Member  attributable to such  transferred  Membership  Interest (or portion
thereof).

                  SECTION  6.02.  ALLOCATIONS.  (a) Except as  provided  in
Section  6.02(b),  6.02(c),  6.02(d)  and  6.02(e),  Profit or Loss for any
Fiscal Year shall be allocated  between the Members in  proportion to their
respective Percentage Interests.

                  (b)  To  the  extent  any  Tax   deduction   or  loss  is
specifically  allocated to a Member pursuant to this Agreement  (other than
pursuant to Section 6.03) or any other Transaction Document,  including any
deduction  or loss  indemnified  by a  Member,  any  Member-Funded  Capital
Expenditure, any Member-Indemnified Expenditure and any special allocations
pursuant to Sections 6.12, 6.13, 6.14, 6.15 and 6.16 the associated  Profit
and Loss shall be allocated to the same Member.

                  (c)  Depreciation  and  amortization  with respect to any
asset  contributed by a Member to the Company shall be allocated  solely to
such Member.

                  (d) If any  asset  contributed  by a  Member  is  sold or
otherwise  disposed  of prior to the time such  asset  has been  completely
depreciated  or  amortized  for  Federal  income tax  purposes,  the Member
contributing   such  property  shall  be  allocated  an  expense  ("Make-Up
Expense")  equal to (i) the remaining tax basis of the asset at the time of
the sale or  other  disposition,  multiplied  by (ii)  the  other  Member's
Percentage  Interest  at the time of such  sale or other  disposition.  The
contributing  Member shall be allocated  Make-Up Expense over the remaining
tax life of the asset at the time of sale or other  disposition at the same
rate as  depreciation  or  amortization  would have been  allocated to such
Member if the sale or other  disposition had not occurred.  Make-Up Expense
allocated to a Member shall be taken from and reduce the amount of expenses
allocated  to the  other  Member.  The  purpose  for this  provision  is to
allocate to a Member,  with respect to depreciable  or  amortizable  assets
contributed by such Member,  a total amount of deductions and cost recovery
allowances  equal  to  100% of the  basis  of such  assets  at the  time of
contribution.

                  (e) In the  event  that the  Company  sells or  otherwise
disposes  of all or  substantially  all its  assets or engages in any other
transaction  that  will  lead  to  a  liquidation  of  the  Company,  then,
notwithstanding  the foregoing  provisions  of this Section  6.02,  (i) any
Profit or Loss realized by the Company in such transaction and (ii), to the
extent  necessary,  any  other  Profit  or Loss  in the  Fiscal  Year  such
transaction  occurs  or  thereafter  (and,  in  each  case,  to the  extent
necessary,  constituent items of income,  gain, loss, deduction and credit)
shall be  specially  allocated  as between the Members as required so as to
cause in so far as possible each  Member's  Capital  Account  balance to be
proportionate to its Percentage Interest.

                  SECTION  6.03.  TAX  ALLOCATIONS.   (a)  For  income  tax
purposes only, each item of income, gain, loss, deduction and credit of the
Company as determined  for income tax purposes  shall be allocated  between
the Members in  accordance  with the  corresponding  allocation  in Section
6.02, subject to the requirements of Section 704(c) of the Code.

                  (b) The Members acknowledge and agree that Section 704(c)
shall be applied  using the  so-called  "traditional  method with  curative
allocations" set forth in Treasury Regulation Section 1.704-3(c).  Curative
allocations  of  income,  gain,  loss or  deduction  shall,  to the  extent
possible,  have  substantially  the same  effect on each  Member's  Federal
income tax  liability as the item of income,  gain,  loss or deduction  for
which allocation is limited.

                  (c)  By  reason  of  the  special   allocation   of  book
depreciation and amortization with respect to the assets contributed by the
Members  pursuant to Section 6.02(c),  tax  depreciation and  amortiza-tion
with  respect  to  each  such  asset  shall  be  allocated  solely  to  the
contributing Member.

                  (d) Items described in this Section 6.03 shall neither be
credited nor charged to the Members' Capital Accounts.

                  SECTION 6.04. TAX ELECTIONS.  (a) The Members intend that
the Company be treated as a  partnership  for Federal  income tax purposes.
Accordingly,  neither the Tax Matters  Partner nor either Member shall file
any  election or return on its own behalf or on behalf of the Company  that
is inconsistent with that intent.

                  (b) Any  elections  or other  decisions  relating  to tax
matters  that  are  not  expressly  provided  for  herein,   including  the
determination  of the fair market  value of  contributed  property  and the
decision to adjust the Capital Accounts to reflect the fair market value of
the Company's assets upon the occurrence of any event specified in Treasury
Regulation  Section  1.704-1(b)(2)(iv)(f),  shall  be made  jointly  by the
Members in any manner that reasonably reflects the purpose and intention of
this Agreement.

                  SECTION 6.05.  FISCAL YEAR.  The fiscal year (the "Fiscal
Year") of the Company for tax and accounting purposes shall be the 12-month
(or shorter) period ending on the last day of December of each year.

                  SECTION 6.06. TAX RETURNS. (a) The Company shall cause to
be prepared and timely filed all Federal,  state,  local and foreign income
tax  returns  and  reports  required  to be  filed by the  Company  and its
subsidiaries.  The  Company  shall  provide  copies  of all  the  Company's
Federal,  state,  local and foreign tax returns (and any schedules or other
required  filings  related to such  returns)  that reflect items of income,
gain,  deduction,  loss or credit that flow to separate Member returns,  to
the  Members  for their  review  and  comment  prior to  filing,  except as
otherwise agreed by the Members. The Members agree in good faith to resolve
any  difference in the tax treatment of any item affecting such returns and
schedules.  However, if the Members are unable to resolve the dispute,  the
position  of the Tax  Matters  Partner  shall  be  followed  if  nationally
recognized tax counsel  acceptable to both Members provides an opinion that
substantial authority exists for such position. Substantial authority shall
be given the meaning  ascribed to it in Code Section  6662.  If the Members
are  unable to  resolve  the  dispute  prior to the due date for filing the
return,  including  approved  extensions,  the  position of the Tax Matters
Partner shall be followed,  and amended returns shall be filed if necessary
at such time the dispute is  resolved.  The costs of the  dispute  shall be
borne by the  Company.  The Members  agree to file their  separate  Federal
income tax returns in a manner  consistent with the Company's  return,  the
provisions  of this  Agreement and in accordance  with  applicable  Federal
income tax law.

                  (b) The  Company  shall  elect the most  rapid  method of
depreciation  and  amortization  allowed under  Applicable  Law, unless the
Members  agree  otherwise.  The failure of either  Member to agree that the
Company should elect a less rapid method of depreciation or amortization is
not subject to any dispute resolution provisions.

                  (c) The Members  shall  provide each other with copies of
all correspondence or summaries of other  communications  with the Internal
Revenue Service or any state, local or foreign taxing authority (other than
routine  correspondence and communications)  regarding the tax treatment of
the   Company's   operations.   No  Member  shall  enter  into   settlement
negotiations  with the  Internal  Revenue  Service or any  state,  local or
foreign taxing authority with respect to any issue concerning the Company's
income,  gains,  losses,  deductions  or  credits  if  the  tax  adjustment
attributable to such issue  (assuming the then current  Aggregate Tax Rate)
would be $2 million or greater,  without  first giving  reasonable  advance
notice of such intended action to the other Member.

                  SECTION  6.07.  TAX  MATTERS   PARTNER.   (a)  Initially,
Marathon  shall be the "Tax  Matters  Partner"  of the  Company  within the
meaning of Section  6231(a)(7)  of the Code,  and shall act in any  similar
capacity  under  state,  local or  foreign  law,  but only with  respect to
returns for which items of income,  gain, loss, deduction or credit flow to
the  separate  returns of the  Members.  In the event of a transfer  of any
Member's  interest in the  Company,  the Tax Matters  Partner  shall be the
Member with the largest Percentage Interest following such transfer.

                  (b) The Tax  Matters  Partner  shall  incur no  liability
(except as a result of the gross  negligence  or willful  misconduct of the
Tax Matters  Partner) to the other  Member  including,  but not limited to,
liability for any additional taxes, interest or penalties owed by the other
Member due to adjustments of Company items of income, gain, loss, deduction
or credit at the Company level.

                  SECTION 6.08.  DUTIES OF TAX MATTERS PARTNER.  (a) Except
as provided in Section  6.08(b),  the Tax Matters  Partner shall  cooperate
with the other  Member and shall  promptly  provide  the other  Member with
copies of notices or other  materials  from, and inform the other Member of
discussions  engaged in with,  the Internal  Revenue  Service or any state,
local or foreign  taxing  authority and shall provide the other Member with
notice of all scheduled administrative proceedings, including meetings with
agents of the  Internal  Revenue  Service  or any  state,  local or foreign
taxing authority,  technical advice conferences,  appellate  hearings,  and
similar  conferences  and  hearings,  as soon as possible  after  receiving
notice of the scheduling of such proceedings,  but in any case prior to the
date of such scheduled proceedings.

                  (b) The duties of the Tax Matters  Partner  under Section
6.08(a)  shall not apply with respect to notices,  materials,  discussions,
proceedings,   meetings,  conferences,  or  hearings  involving  any  issue
concerning the Company's income,  gains,  losses,  deductions or credits if
the tax adjustment  attributable  to such issue  (assuming the then current
Aggregate  Tax Rate)  would be less  than $2  million  except as  otherwise
required under Applicable Law.

                  (c) The Tax Matters  Partner  shall not extend the period
of  limitations  or  assessments  without the consent of the other  Member,
which consent shall not be unreasonably withheld.

                  (d) The Tax Matters  Partner shall not file a petition or
complaint in any court, or file any claim, amended return or request for an
administrative  adjustment  with respect to  partnership  items,  after any
return has been filed,  with respect to any issue  concerning the Company's
income,  gains,  losses,  deductions  or  credits  if  the  tax  adjustment
attributable to such issue  (assuming the then current  Aggregate Tax Rate)
would be $2 million or greater,  unless agreed by the other Member.  If the
other Member does not agree,  the position of the Tax Matters Partner shall
be followed if nationally recognized tax counsel acceptable to both Members
issues  an  opinion  that a  reasonable  basis  exists  for such  position.
Reasonable  basis shall be given the meaning ascribed to it for purposes of
applying Code Section 6662.  The costs of the dispute shall be borne by the
Company.

                  (e) The Tax  Matters  Partner  shall not  enter  into any
settlement  agreement with the Internal Revenue Service or any state, local
or  foreign  taxing  authority,  either  before  or after  any audit of the
applicable  return is completed,  with respect to any issue  concerning the
Company's income, gains, losses,  deductions or credits,  unless any of the
following apply:

                  (i) both Members agree to the settlement;

                  (ii) the tax  effect of the issue if  resolved  adversely
         would  be,  and  the  tax  effect  of   settling   the  issue  is,
         proportionately the same for both Members (assuming each otherwise
         has substantial taxable income);

                  (iii)  the  Tax  Matters  Partner   determines  that  the
         settlement  of the issue is fair to both Members and the amount of
         the tax adjustment  attributable  to such issue (assuming the then
         current Aggregate Tax Rate) would be less than $2 million; or

                  (iv) nationally recognized tax counsel acceptable to both
         Members determines that the settlement is fair to both Members and
         is one it would  recommend  to the  Company if both  Members  were
         owned by the same person and each had substantial taxable income.

In all events,  the costs incurred by the Tax Matters Partner in performing
its duties  hereunder  shall be borne by the Company in accordance with the
Shared Services Agreement.

                  (f) The Tax Matters  Partner may  request  extensions  to
file any tax return or statement  without the written consent of, but shall
so inform, the other Member.

                  SECTION 6.09.  SURVIVAL OF PROVISIONS.  The provisions of
this Agreement  regarding the Company's tax returns and Tax Matters Partner
shall  survive  the  termination  of the  Company  and the  transfer of any
Member's  interest in the Company and shall remain in effect for the period
of time  necessary  to resolve any and all matters  regarding  the federal,
state,  local and  foreign  taxation  of the  Company  and items of Company
income, gain, loss, deduction and credit.

                  SECTION 6.10.  SECTION 754 ELECTION.  In the event that a
Member  purchases the Membership  Interests of a Selling Member pursuant to
Section 10.04, the purchasing Member shall have the right to direct the Tax
Matters  Partner to make an election  under  Section  754 of the Code.  The
purchasing Member shall pay all costs incurred by the Company in connection
with such  election,  including  any costs borne by the Company to maintain
records required as a result of such election.  The purchasing  Member,  at
its option and  expense,  may maintain on behalf of the Company any records
required as a result of such election.

                  SECTION  6.11.  QUALIFIED  INCOME  OFFSET,  MINIMUM  GAIN
CHARGEBACK.  Notwithstanding  anything to the  contrary in this  Agreement,
there is hereby  incorporated  a qualified  income offset  provision  which
complies with Treasury Regulation Section  1.704-1(b)(2)(ii)(d) and minimum
gain chargeback and partner minimum gain chargeback provisions which comply
with the  requirements  of  Treasury  Regulation  Section  1.704-2 and such
provisions shall apply to the allocation of Profits and Losses.

                  SECTION  6.12.  TAX  TREATMENT  OF  DESIGNATED   SUBLEASE
AGREEMENTS.  (a) For purposes of Article VI,  Ashland or  Marathon,  as the
case may be,  shall be treated as  transferring  to the  Company all of its
interest in Subleased Property pursuant to an Ashland  Designated  Sublease
Agreement or a Marathon Designated Sublease Agreement,  as if the leasehold
interest in such Subleased  Property was an Ashland  Transferred Asset or a
Marathon Transferred Asset.

                  (b) Payments  under the Original Lease made by Ashland or
Marathon,  as the case may be,  after  the  effective  date of the  Ashland
Designated Sublease Agreement or Marathon Designated Sublease Agreement, as
the  case  may  be,  shall  be  treated  as  made  by  the  Company  or its
subsidiaries,  and then immediately  reimbursed by Ashland or Marathon,  as
the case may be.

                  (c) All items of loss,  deduction and credit attributable
to payments  under the Original  Lease made by Ashland or Marathon,  as the
case may be,  including  payments by the Company or any of its subsidiaries
that are charged to Ashland or Marathon by set-off or other means, shall be
allocated entirely to the Member incurring such payments.

                  (d) Depreciation and amortization deductions,  if any, as
well as any deductions or offsets to taxable  income or gain,  attributable
to property described in the Ashland Designated  Sublease Agreements or the
Marathon  Designated  Sublease  Agreements,  as the case  may be,  shall be
allocated  entirely to Ashland or Marathon,  as the case may be,  except to
the extent such  deductions or offsets are  attributable to amounts paid by
the Company or any of its  subsidiaries  and not  reimbursed  by Ashland or
Marathon, as the case may be, either directly or indirectly.

                  SECTION  6.13.  TAX  TREATMENT  OF  REIMBURSED  LIABILITY
PAYMENTS. Any tax deduction or loss attributable to payments by the Company
or any  of  its  subsidiaries  of  Assumed  Liabilities,  as  described  in
Schedules  2.3(d)  and  3.3(d)  to  the  Asset  Transfer  and  Contribution
Agreement,  that are reimbursed by a Member either  directly or indirectly,
shall be allocated entirely to such Member.

                  SECTION 6.14. TAX TREATMENT OF DISPROPORTIONATE PAYMENTS.
Except as otherwise  provided in this Agreement or in any other Transaction
Document,  any Tax deduction or loss  reflected on a Tax return,  report or
other Tax filing by the Company, attributable to (i) payments made or costs
incurred by a Member,  (ii) payments made or costs  incurred by the Company
and  reimbursed or to be reimbursed by a Member and (iii)  payments made or
costs  incurred by the Company  and not shared  among the Members  based on
their  Percentage  Interests,  shall be allocated among the Members to take
into account the amounts paid, incurred, reimbursed or shared by each.

                  SECTION  6.15.  ALLOCATION OF INCOME,  GAINS,  LOSSES AND
OTHER  ITEMS FROM LOOP LLC AND  LOCAP,  INC.  (a)  Income,  gains,  losses,
deductions,  credits,  adjustments,  tax preferences and other distributive
share  items with  respect  to the  Company's  interest  in LOOP LLC, a tax
partnership,  for  periods  beginning  on or after  the  Closing,  shall be
allocated between the Members in such a manner so that, when such items are
included  with the same  items  allocated  to Ashland  with  respect to the
Ashland  LOOP/LOCAP  Interest,  each Member is allocated  all such items in
proportion to its respective Percentage Interest in the Company.

                  (b) In determining  the Capital  Account for each Member,
(i)  Ashland  shall be  treated  as  contributing  the  Ashland  LOOP/LOCAP
Interest to the Company, (ii) Profit and Loss shall be treated as including
taxable  income,  gain,  loss and  distributions  arising from Ashland's 4%
interest in LOOP LLC and (iii)  dividends  and  distributions  that Ashland
receives from LOOP LLC or LOCAP, Inc. in respect of the Ashland  LOOP/LOCAP
Interest  and paid to the Company  pursuant to Section  7.2(i) of the Asset
Transfer  and  Contribution  Agreement  shall be treated as being  received
directly by the Company.

                  SECTION 6.16. ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION
AND CREDITS ATTRIBUTABLE TO STOCK-BASED COMPENSATION.  Each item of income,
gain,  loss,  deduction  (excluding  deductions  for  administrative  costs
incurred by the  Company) and credit  attributable  to the grant to, or the
exercise by or on behalf of, an employee or retired employee of the Company
of a stock option, stock appreciation right, or other stock-based incentive
compensation  involving  the stock of a Member or an  Affiliate of a Member
shall be allocated to the Member whose stock or whose  Affiliate's stock is
involved.  Any  exercise  price  paid by or on  behalf of the  employee  or
retired  employee  to the  Company  shall be paid over to the Member  whose
stock (or whose Affiliate's stock) is involved.  A Member's Capital Account
shall be (i) increased by the fair market value of its (or its Affiliate's)
stock  delivered  to or on behalf of an  employee  or retired  employee  as
aforesaid   (without   duplication  to  the  extent  such  stock  is  first
contributed  to  the  Company),   (ii)   decreased   (pursuant  to  Section
6.01(a)(iii)  or  (b)(iii))  by the  deduction  allocated to such Member as
aforesaid and (iii)  decreased by the amount of the exercise  price so paid
over by the  Company  or  deemed  to be  paid  over  by the  Company  under
principles analogous to those in Treasury Regulation Section 1.83-6(d)(1).

                                ARTICLE VII

                             Books and Records

                  SECTION 7.01. BOOKS AND RECORDS;  EXAMINATION.  The Board
of  Managers  shall  keep or cause to be kept  such  books of  account  and
records  with  respect  to  the   Company's   business  as  they  may  deem
appropriate.  Each Member and its duly  authorized  representa-tives  shall
have the right at any time to examine, or to appoint independent  certified
public  accountants  (the fees of which  shall be paid by such  Member)  to
examine,   the  books,   records  and  accounts  of  the  Company  and  its
subsidiaries,  their  operations and all other matters that such Member may
wish to examine, including,  without limitation, all documentation relating
to actual or proposed  transactions  with either Member or any Affiliate of
either Member. The Company,  and the Board of Managers,  shall not have the
right to keep  confidential from the Members any information that the Board
of Managers  would  otherwise be permitted  to keep  confidential  from the
Members  pursuant to Section  18-305(c) of the Delaware  Act. The Company's
books of account shall be kept using the method of accounting determined by
the Board of  Managers.  The Company  Independent  Auditors  (the  "Company
Independent  Auditors")  shall be an  independent  public  accounting  firm
selected by the Board of Managers  pursuant  to a vote in  accordance  with
Section 8.07(b) or Section 8.07(c),  as applicable,  and shall initially be
Price Waterhouse LLP.

                  SECTION  7.02.  FINANCIAL  STATEMENTS  AND  REPORTS.  (a)
Unaudited Monthly Financial  Statements.  (i) The Company shall prepare and
send to each Member (at the same time) promptly, but in no event later than
noon on the  15th  Business  Day  after  the last  day of each  month,  the
following  unaudited  financial  statements with respect to the Company and
its subsidiaries:  a balance sheet, a statement of operations,  a statement
of  cash  flows  and a  statement  of  changes  in  capital  (collectively,
"Unaudited Financial Statements") as at the end of and for such month.

                  (ii) The  Company  shall  prepare and send to each Member
         promptly, but in no event later than noon on the 20th Business Day
         after the last day of each month, an unaudited  financial  summary
         booklet  containing a breakdown of such  operating  and  financial
         information by major department or division of the Company and its
         subsidiaries  as at the end of and for such month as either Member
         shall  reasonably  request;  provided  that each  Member  shall be
         provided with the same  information  at the same time as the other
         Member.

                  (b) Unaudited Quarterly Financial Statements. The Company
shall prepare and send to each Member (at the same time)  promptly,  but in
no event later than the 30th day after the last day of each Fiscal Quarter,
(i)  Unaudited  Financial  Statements  as at the end of and for such Fiscal
Quarter; (ii) a management's discussion and analysis of financial condition
and results of operations  section  prepared in accordance with Rule 303 of
Regulation S-K of the  Securities Act with respect to such Fiscal  Quarter;
and  (iii) an  unaudited  statement  of  changes  in the  Members'  capital
accounts as at the end of and for such Fiscal Quarter.

                  (c) Audited Annual Financial  Statements.  Within 75 days
after the end of each Fiscal Year, the Board of Managers shall cause (i) an
examination  to be made,  at the  expense of the  Company,  by the  Company
Independent Auditors,  covering (A) the assets,  liabilities and capital of
the Company and its  subsidiaries,  and the Company's and its subsidiaries'
operations during such Fiscal Year, (B) an examination of the Distributions
Calculation  Statement  for such  Fiscal  Year,  and (C) all other  matters
customarily  included in such examinations and (ii) to be delivered to each
Member (at the same time) a copy of the report of such examination, stating
that such  examina-tion  has been  performed in accordance  with  generally
accepted  auditing  standards,  together with (1) the  following  financial
statements  with respect to the Company and its  subsidiaries  certified by
such accountants as having been prepared in accordance with GAAP: a balance
sheet, a statement of operations, a statement of cash flows and a statement
of  changes  in  capital  as at  the  end  of  and  for  such  Fiscal  Year
(collectively,  the "Audited Financial  Statements") and (2) a management's
discussion  and analysis of financial  condition  and results of operations
section  prepared  in  accordance  with Rule 303 of  Regulation  S-K of the
Securities  Act with respect to such Fiscal Year. The Company shall prepare
the Audited Financial Statements in such manner and form as is necessary to
enable  Ashland  to  file  such  Audited  Financial   Statements  with  the
Commission  in  accordance  with  Item  3-09 of  Regulation  S-X  under the
Exchange Act.

                  (d)   Schedule  of   Members'   Capital   Accounts.   (i)
Preliminary Annual Capital Account Schedule.  The Company shall prepare and
send to each Member (at the same time) promptly, but in no event later than
the 75th day after the last day of each Fiscal Year, a schedule showing the
respective Capital Accounts of the Members based on the Company's estimated
taxable income for such Fiscal Year.

                  (ii) Examination. Unless otherwise agreed by the Members,
         within  15 days  after  the date the  Company  determines  its net
         taxable  income with respect to any Fiscal  Year,  but in no event
         later than 7 months after the end of such Fiscal  Year,  the Board
         of Managers  shall  cause (i) an  examination  to be made,  at the
         expense  of the  Company,  by the  Company  Independent  Auditors,
         covering (A) the  determination  of the Company's  taxable  income
         with  respect to such Fiscal Year and (B) the  respective  Capital
         Accounts of the Members based on the Company's  taxable income for
         such Fiscal Year and (ii) to be  delivered  to each Member (at the
         same time) a copy of the report of such examination,  stating that
         such  examina-tion has been performed in accordance with generally
         accepted auditing standards.
                  (iii) Final Annual Capital Account Schedule.  The Company
         shall prepare and send to each Member (at the same time) promptly,
         but in no event later than the 15th day after the date the Company
         files its federal  income tax return  with  respect to each Fiscal
         Year, a schedule  showing the respective  Capital  Accounts of the
         Members  based on the  Company's  actual  taxable  income for such
         Fiscal Year.

                  (e)  Other  Financial  Information.   The  Company  shall
prepare  and send to each  Member  (at the same time)  promptly  such other
financial  information  as a  Member  shall  from  time to time  reasonably
request.

                  SECTION 7.03.  NOTICE OF AFFILIATE  TRANSACTIONS;  ANNUAL
LIST.  (a) (i) The  Company  shall  notify  each  Member  of any  Affiliate
Transaction  (other than an  Affiliate  Transaction  that is a  Significant
Shared Service) that the Company or any of its  subsidiaries is considering
entering into or renewing or extending the term thereof  (whether  pursuant
to  contractual  provisions  thereof or  otherwise),  which notice shall be
given, to the extent  reasonably  possible,  sufficiently in advance of the
time that the Company  intends to enter  into,  renew or extend the term of
such  Affiliate  Transaction so as to provide the Members with a reasonable
opportunity  to  examine  the  documentation   related  to  such  Affiliate
Transaction.

                  (ii)  The  Company   shall  notify  each  Member  of  any
         Affiliate  Transaction  that is a Significant  Shared Service that
         the Company or any of its  subsidiaries  is  considering  entering
         into or renewing or extending the term thereof  (whether  pursuant
         to  contractual  provisions  thereof or  otherwise),  which notice
         shall be given, to the extent reasonably possible, sufficiently in
         advance of the time that the Company intends to enter into,  renew
         or extend the term of such Affiliate  Transaction so as to provide
         the  Members  with  a  reasonable   opportunity   to  examine  the
         documentation related to such Affiliate Transaction.

                  (b) Within 60 days after the end of each Fiscal Year, the
Company shall prepare and  distribute to each Member a list setting forth a
description  of each Affiliate  Transaction  entered into by the Company or
any of its subsidiaries  during such Fiscal Year and identifying all of the
parties  to  such  Affiliate  Transactions;  provided  that  if two or more
Affiliate   Transactions   either  (i)   constitute  a  series  of  related
transactions  or  agreements  or (ii) are  substantially  the same  type of
transaction  or agreement,  the Company need not  separately  describe each
such Affiliate Transaction but instead can describe such related or similar
Affiliated Transactions as a group.


                                ARTICLE VIII

                         Management of the Company

                  SECTION 8.01. MANAGING MEMBERS.  The business and affairs
of the  Company  shall be  managed  by the  Members  acting  through  their
respective  representatives  on the Board of Managers  ("Representatives").
The President  and the  Representatives  shall be deemed  "managers" of the
Company within the meaning of the Delaware Act.  Except for such matters as
may be  delegated  to a Member  from time to time by the Board of  Managers
pursuant to a vote in accordance with Section  8.07(b),  and subject to the
provisions of Sections 6.07 and 6.08, no Member shall act  unilaterally  on
behalf of the Company or any of its  subsidiaries  without the  approval of
the other  Member and no Member shall have the power  unilaterally  to bind
the Company or any of its subsidiaries.

                  SECTION  8.02.  BOARD OF MANAGERS.  (a) The Members shall
exercise their management authority through a board of managers (the "Board
of Managers") consisting of (i) the President of the Company, who shall not
be deemed a Representative  hereunder and who shall not be entitled to vote
on any  matter  coming  before  the  Board  of  Managers,  and  (ii)  eight
Representatives, each of whom shall be entitled to vote, five of whom shall
be designated by Marathon and three of whom shall be designated by Ashland.
In the event of a Transfer by a Member of its Membership Interests pursuant
to Article X,  effective at the time of such  Transfer,  (i) such  Member's
Representatives  shall  automatically be removed from the Board of Managers
and (ii) the transferee of such Membership  Interests shall be permitted to
designate  the number of  Representatives  to the Board of  Managers  as is
equal  to the  number  previously  designated  by the  transferor  of  such
Membership  Interests.  Such  transferee  shall  promptly  notify the other
Member as to the names of the persons who such transferee has designated as
its Representatives on the Board of Managers.

                  (b) Each Representative may be removed and replaced, with
or without cause,  at any time by the Member  designating  him or her, but,
except as  provided in Section  8.02(a),  may not be removed or replaced by
any other  means.  A Member who removes one or more of its  Representatives
from the Board of Managers shall promptly notify the other Member as to the
names of its replacement Representatives.

                  SECTION  8.03.  RESPONSIBILITY  OF THE BOARD OF MANAGERS.
The Board of Managers shall be responsible for overseeing the operations of
the Company and shall,  in particular,  have sole  jurisdiction  to approve
each of the following matters:

                  (i) hiring senior  executives of the Company,  evaluating
         their performance and planning for their succession;

                  (ii) reviewing and approving Company strategies, Business
         Plans and Annual Capital Budgets;

                  (iii)  reviewing  and  approving   significant   external
         business  opportunities for the Company,  including  acquisitions,
         mergers and divestitures;

                  (iv) reviewing and approving policies of the Company that
         maintain high standards in areas of environmental  responsibility,
         employee safety and health,  community,  government,  employee and
         customer relations;

                  (v) reviewing external and internal audits and management
         responses thereto; and

                  (vi) establishing  compensation and benefits policies for
         employees of the Company.

                  SECTION  8.04.  MEETINGS.  (a)  Except  as set  forth  in
Section  8.04(h),  all actions of the Board of  Managers  shall be taken at
meetings of the Board of Managers in accordance with this Section 8.04.

                  (b) As soon as practicable  after the  appointment of the
Representatives,  the  Board of  Managers  shall  meet for the  purpose  of
organization and the transaction of other business.

                  (c) Regular  meetings  of the Board of Managers  shall be
held at such  times  as the  Board  of  Managers  shall  from  time to time
determine,  but no less frequently than once each Fiscal Quarter;  provided
that an annual meeting of the Board of Managers (which annual meeting shall
count as one of the regular quarterly meetings) shall be held no later than
June 30 of each Fiscal Year.

                  (d) Special  meetings  of the Board of Managers  shall be
held whenever called by any Member.  Any and all business may be transacted
at a special  meeting that may be  transacted  at a regular  meeting of the
Board of Managers.

                  (e) The Board of Managers  may hold its  meetings at such
place  or  places  as the  Board  of  Managers  may  from  time  to time by
resolution determine or as shall be designated in the respective notices or
waivers of notice  thereof;  however,  the Board of Managers shall consider
holding  meetings  from  time to time  at  each of the  Member's  corporate
headquarters and at the operational sites of the Company.

                  (f) Notices of regular  meetings of the Board of Managers
or of any adjourned meeting shall be given at least two weeks prior to such
meeting,  unless  otherwise  agreed  by each  Member.  Notices  of  special
meetings of the Board of Managers  shall be mailed by the  Secretary  or an
Assistant  Secretary  to each member of the Board of Managers  addressed to
him or her at his or her residence or usual place of business,  so as to be
received at least two Business Days before the day on which such meeting is
to be held, or shall be sent to him or her by telegraph,  cable,  facsimile
or other form of recorded  communication  or be  delivered  personally,  by
overnight  courier or by  telephone so as to be received not later than two
Business  Days  before  the day on which such  meeting is to be held.  Such
notice shall include the purpose,  time and place of such meeting and shall
set  forth in  reasonable  detail  the  matters  to be  considered  at such
meeting.  However,  notice  of any  such  meeting  need not be given to any
member of the Board of  Managers  if such notice is waived by him or her in
writing  or by  telegraph,  cable,  facsimile  or  other  form of  recorded
communication, whether before or after such meeting shall be held, or if he
or she shall be present at such meeting.

                  (g) Action by Communication Equipment. The members of the
Board of Managers may  participate in a meeting of the Board of Managers by
means  of  video  or  telephonic  conferencing  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.

                  (h)  Unanimous  Action by  Written  Consent.  Any  action
required or  permitted  to be taken at any meeting of the Board of Managers
may be taken without a meeting if all the  Representatives  consent thereto
in writing and such writing is filed with the minutes of the proceedings of
the Board of Managers.
                  (i) Organization. Meetings of the Board of Managers shall
be presided over by a chair,  who will be a member of the Board of Managers
selected  by a majority  of the Board of  Managers.  The  Secretary  of the
Company or, in the case of his or her  absence,  any person whom the person
presiding  over the meeting shall  appoint,  shall act as secretary of such
meeting and keep the minutes thereof.

                  SECTION 8.05. COMPENSATION.  Unless the Members otherwise
agree, no person shall be entitled to any compensation  from the Company in
connection with his or her services as a Representative.

                  SECTION  8.06.  QUORUM.  (a)  Quorum  for Super  Majority
Decisions. Subject to Section 14.01(e) of the Put/Call, Registration Rights
and  Standstill  Agreement  and  Sections  14.01 and 14.05 and Section 5 of
Schedule  8.14,  at all  meetings  of the  Board of  Managers,  the  quorum
required for the  transaction  of any  business  that  constitutes  a Super
Majority  Decision shall be the presence,  either in person or by proxy, of
(i) at least one  Representative  of each Member and (ii) a majority of all
the  Representatives  on the  Board of  Managers  (which  may  include  the
Representatives referred to in the preceding clause (i)).

                  (b) Quorum for Other Decisions. Subject to Sections 14.01
and 14.05 and Section 5 of Schedule  8.14,  at all meetings of the Board of
Managers, the quorum required for the transaction of any business that does
not  constitute a Super  Majority  Decision shall be (i) in the case of all
matters  that were  described in the notice in  reasonable  detail for such
meeting  delivered  to the  members of the Board of  Managers  pursuant  to
Section 8.04(f), the presence,  either in person or by proxy, of a majority
of all the Representatives on the Board of Managers and (ii) in the case of
all matters that were not described in the notice in reasonable  detail for
such meeting  delivered to the members of the Board of Managers pursuant to
Section  8.04(f),  the  presence,  either in person or by proxy,  of (A) at
least one  Representative  of each  Member  and (B) a  majority  of all the
Representatives   on  the  Board  of   Managers   (which  may  include  the
Representatives referred to in the preceding clause (A)).

                  (c)  Rescheduled  Meetings.  The  Company  shall  use its
reasonable  best  efforts to schedule the time and place of each meeting of
the Board of Managers so as to ensure that a quorum will be present at each
such  meeting and that at least one  Representative  of each Member will be
present  at each  such  meeting.  In the  absence  of a quorum  at any such
meeting or any adjournment or adjourn-ments  thereof,  a majority in voting
interest  of those  present  in  person or by proxy  and  entitled  to vote
thereat  may   reschedule   such  meeting  from  time  to  time  until  the
Representatives  requisite for a quorum, as aforesaid, be present in person
or by proxy. At any such rescheduled  meeting at which a quorum is present,
any  business  may be  transacted  that might have been  transacted  at the
meeting as originally called.

                  SECTION 8.07.  VOTING. (a) General.  Each  Representative
shall be entitled to cast one vote on all matters  coming  before the Board
of Managers.  In exercising  their voting rights under this Agreement,  the
Representatives may act by proxy.

                  (b) Super Majority Decisions. Subject to Section 14.01(e)
of the Put/Call,  Registration Rights and Standstill Agreement and Sections
14.01  and  14.05  and  Section 5 of  Schedule  8.14,  all  Super  Majority
Decisions  to be decided by the Board of Managers  shall be approved by the
unanimous affirmative vote of the votes cast by the Representatives who are
present,  either in person or by proxy,  at a duly  called  meeting  of the
Board of Managers at which a quorum is present. The parties acknowledge and
agree that all references in this Agreement, any other Transaction Document
and  any  appendices,  exhibits  or  schedules  hereto  or  thereto  to any
determination,  decision,  approval or other form of  authorization  by the
Board of Managers  pursuant to a vote in  accordance  with Section  8.07(b)
shall be  deemed to mean that such  determination,  decision,  approval  or
other form of  authorization  shall  constitute a Super  Majority  Decision
which  requires  the approval of the Board of Managers in  accordance  with
this Section 8.07(b).

                  (c) Other Decisions.  Subject to Sections 14.01 and 14.05
and  Section 5 of Schedule  8.14,  all  matters  other than Super  Majority
Decisions  to be decided by the Board of Managers  shall be approved by the
affirmative vote of a majority of the votes cast by the Representatives who
are present,  either in person or by proxy, at a duly called meeting of the
Board of  Managers  at  which a quorum  is  present,  unless  the vote of a
greater  number of  Representatives  is required by Applicable  Law or this
Agreement.

                  SECTION  8.08.   MATTERS   CONSTITUTING   SUPER  MAJORITY
DECISIONS.  Subject  to the  provisions  of  Section  8.07(b),  each of the
following  matters,  and only the  following  matters,  shall  constitute a
"Super  Majority  Decision"  which  requires  the  approval of the Board of
Managers pursuant to Section 8.07(b):

                  (a) (i) the purchase or  investment by the Company or any
         of its  subsidiaries  of or in any  assets or  securities,  or any
         group of assets or  securities,  that have an  aggregate  purchase
         price or cost of more than $20  million,  if the purpose or effect
         of such  purchase or  investment is to enable the Company to enter
         into a line of business  other than (A) the Company's  Business as
         such  Business is  conducted  on the Closing Date or (B) any other
         line of business  that is approved  after the Closing  Date by the
         Board of Managers as a Super Majority  Decision under this Section
         8.08(a)(i)  pursuant to a vote in accordance with Section 8.07(b),
         provided  that any such  purchase or  investment by the Company or
         any of  its  subsidiaries  shall  not  require  a  Super  Majority
         Decision  under this  Section  8.08(a)  if and to the extent  such
         purchase  or  investment  is being made to enable  the  Company to
         enter into the Bulk Motor Oil  Business,  the  Packaged  Motor Oil
         Business, the Private Label Packaged Motor Oil Business and/or the
         Quick  Lube  Business  and,  at  the  time  of  such  purchase  or
         investment,  (1) the Company and its subsidiaries are permitted to
         engage in such business  under  Section  14.03(b) of the Put/Call,
         Registration  Rights and Standstill  Agreement and (2) Ashland and
         its Affiliates  shall own  (beneficially or otherwise) 20% or more
         of the  Valvoline  Business (it being  understood  and agreed that
         this  proviso  shall not limit or  constitute  an exception to any
         other provision of Section 8.08); and

                  (ii)  the  determination  of  whether  any  new  line  of
         business  approved by the Board of  Managers  as a Super  Majority
         Decision under Section 8.08(a)(i) should constitute a "Competitive
         Business"   for  purposes  of  Section   14.01  of  the  Put/Call,
         Registration Rights and Standstill Agreement;

                  (b)  (i) any  reorganization,  merger,  consolidation  or
         similar transaction between the Company and any person (other than
         a direct or indirect  Wholly Owned  Subsidiary  of the Company) or
         any  sale or lease of all or  substantially  all of the  Company's
         assets to any person (other than a direct or indirect Wholly Owned
         Subsidiary of the Company);

                  (ii) any (A)  reorganization,  merger,  consolidation  or
         similar  transaction or series of transactions  between any of the
         Company's subsidiaries and any person (other than the Company or a
         direct or indirect Wholly Owned  Subsidiary of the Company) or (B)
         sale or lease of all or substantially  all of any of the Company's
         subsidiaries'  assets to any person  (other  than the Company or a
         direct or indirect  Wholly Owned  Subsidiary of the Company) which
         in  either  case  involves  an  aggregate  consideration  of  over
         $50,000,000;

                  (c) the admission of a new Member (other than as a result
         of  a  Transfer  of  an  existing  Member's  Membership  Interests
         pursuant  to  Article  X)  or  the  issuance  of  any   additional
         Membership  Interests  or other  equity  interests  to any person,
         including any existing Member;

                  (d) except as  expressly  provided in  Sections  4.01(c),
         4.02(a)  and  4.02(b),   the  acceptance  or  requirement  of  any
         additional capital contributions to the Company by either Member;

                  (e) the initial  hiring of the following  officers of the
         Company: the President; the Executive Vice President; the officers
         principally in charge of (i) refining,  (ii) wholesale and branded
         marketing, (iii) retail marketing (two initially), (iv) supply and
         transportation  and (v) environmental  health and safety and human
         resources;   the  Senior  Vice  President-Finance  and  Commercial
         Services of the Company; and the general counsel of the Company;

                  (f) (i) 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 (other
         than (A) Ordinary Course Lease Expenses, (B) up to $100 million in
         the  aggregate  for all  periods  in Capital  Expenditures  of the
         Company  and  its  subsidiaries   directly   associated  with  the
         Garyville  Propylene Upgrade Project,  (C)  Member-Funded  Capital
         Expenditures,   (D)   Member-Indemnified   Expenditures   and  (E)
         Acquisition  Expenditures  or Capital  Expenditures of the Company
         and its subsidiaries  directly  associated with Permitted  Capital
         Projects/Acquisitions  that  are  funded  with  Permitted  Capital
         Project/Acquisition  Indebtedness)  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; and

                  (ii) the incurrence of rentals or operating  leases which
         result in aggregate  Ordinary  Course Lease  Expenses  (other than
         Ordinary  Course  Lease  Expenses   incurred  under  the  Bareboat
         Charters)  for any Fiscal Year that exceed $80 million;  provided,
         however, in the event the Company or one of its subsidiaries shall
         make any acquisition or  divestiture,  the Members shall negotiate
         in good  faith to  adjust  the  dollar  amount  set  forth in this
         Section  8.08(f)(ii)  to take  into  account  the  effect  of such
         acquisition or divestiture;

                  (g) (i) except  for any  acquisition  or capital  project
         related to the Bulk Motor Oil  Business,  the  Packaged  Motor Oil
         Business,  the Private  Label Motor Oil Business  and/or the Quick
         Lube Business, any acquisition,  divestiture or individual capital
         project (other than (i) Ordinary Course Lease Expenses, (ii) up to
         $100  million  in  the   aggregate  for  all  periods  in  Capital
         Expenditures  of  the  Company  and  its   subsidiaries   directly
         associated with the Garyville  Propylene  Upgrade  Project,  (iii)
         Member-Funded Capital Expenditures, (iv) Member-Funded Indemnified
         Expenditures   and  (v)   Acquisition   Expenditures   or  Capital
         Expenditures  of  the  Company  and  its   subsidiaries   directly
         associated with Permitted Capital  Projects/Acquisitions  that are
         funded with Permitted  Capital  Project/Acquisition  Indebtedness)
         where the  liability  or  consideration  involved is more than $50
         million in the aggregate (including contingent liabilities only to
         the extent  required to be reflected  on the balance  sheet of the
         Company in accordance with Financial  Accounting Standard Number 5
         (or any successor or superseding provision of Current GAAP));

                  (ii) any  acquisitions  or  individual  capital  projects
         related to the Bulk Motor Oil  Business,  the  Packaged  Motor Oil
         Business,  the Private  Label Motor Oil Business  and/or the Quick
         Lube  Business  during any  Fiscal  Year  where the  liability  or
         consideration  involved is more than $50 million in the  aggregate
         in such Fiscal Year (including contingent  liabilities only to the
         extent  required  to be  reflected  on the  balance  sheet  of the
         Company in accordance with Financial  Accounting Standard Number 5
         (or any  successor or  superseding  provision  of Current  GAAP));
         provided that nothing in this Section  8.08(g)(ii) shall be deemed
         or interpreted to permit the Company or any of its subsidiaries to
         engage  in any of  such  businesses  except  as and to the  extent
         expressly   permitted   under   Section  14.03  of  the  Put/Call,
         Registration Rights and Standstill Agreement;

                  (iii)  for  the  avoidance  of  doubt,   acquisitions  or
         individual  capital  projects  related  to  the  Maralube  Express
         Business  shall be subject to clause (i) of this  Section  8.08(g)
         and not clause (ii) of this Section 8.08(g);

                  (h) the  initiation or  settlement  of any action,  suit,
         claim or  proceeding  involving  (i) an  amount  in  excess of $50
         million (with respect to  initiation) or $25 million (with respect
         to  settlement),  (ii) material  non-monetary  relief  (including,
         without  limitation,  entering into any consent decree that has or
         could reasonably be expected to (A) impose any material obligation
         on Ashland or any of its  Affiliates  or the Company or any of its
         subsidiaries  or  (B)  have  a  material  adverse  effect  on  the
         business, operations, assets, liabilities,  results of operations,
         cash flows,  condition  (financial  or  otherwise) or prospects of
         Ashland  or any of its  Affiliates  or the  Company  or any of its
         subsidiaries)  or  (iii)  the  initiation  or  settlement  of  any
         criminal  action,   suit,  claim  or  proceeding   (other  than  a
         misdemeanor)  if such criminal  action,  suit or proceeding has or
         could reasonably be expected to (A) impose any material obligation
         on Ashland or any of its Affiliates or (B) have a material adverse
         effect on the business, operations,  assets, liabilities,  results
         of operations,  cash flows,  condition (financial or otherwise) or
         prospects of Ashland or any of its Affiliates;

                  (i) any change in the Company Independent Auditors unless
         the new  firm is one of the "Big  Six"  accounting  firms  (or any
         successor  thereto) or a firm of  comparable  stature in Ashland's
         opinion;

                  (j)   any   modification,    alteration,   amendment   or
         termination  of any  Transaction  Document to which the Company or
         any of its  subsidiaries  is a  party  and all  Members  are not a
         party;

                  (k) (i) in the case of any Affiliate  Transaction that is
         not a Crude  Oil  Purchase,  a  Significant  Shared  Service  or a
         Designated  Sublease  Agreement,  (A)  any  Affiliate  Transaction
         (other  than  the  Affiliate   Transactions   listed  on  Schedule
         8.08(k)(i)(A)  (the "Closing Date Affiliate  Transactions")),  (B)
         any material  amendment to or change in the terms or provisions of
         any Affiliate Transaction that was either a Closing Date Affiliate
         Transaction  or  previously  approved  by the  Board  of  Managers
         pursuant  to Section  8.08(k)(i)(A)  (it being  understood  that a
         renewal  or  extension  of the  term of an  Affiliate  Transaction
         pursuant to contractual  provisions that were previously  approved
         by the Board of Managers  pursuant to this Section  8.08(k)(i)  or
         that were included in a Closing Date Affiliate  Transaction on the
         Closing Date shall be deemed for purposes of this Agreement not to
         constitute a new Affiliate  Transaction or a material amendment to
         or change in an  Affiliate  Transaction)  or (C) any  amendment or
         change in the terms or provisions of any agreement or  transaction
         between the Company or any of its  subsidiaries  and any Member or
         any  Affiliate  of any  Member  which  causes  such  agreement  or
         transaction to become an Affiliate Transaction;

                  (ii) in the case of Crude Oil Purchases,  the approval of
         such Crude Oil Purchases in accordance with Section 8.12(a);

                  (iii) in the case of any Significant Shared Service,  (A)
         any agreement or  transaction  constituting  a Significant  Shared
         Service  (other  than the  specific  Significant  Shared  Services
         identified and described in Schedule 10.2(e) to the Asset Transfer
         and  Contribution  Agreement),  (B) any  material  amendment to or
         change in the  terms  and  provisions  of any  Significant  Shared
         Service  identified and described in Schedule 10.2(e) to the Asset
         Transfer and Contribution  Agreement or thereafter approved by the
         Board of Managers in  accordance  with this Section  8.08(k)(iii),
         (C)  subject to the  provisions  of Section  8.11(b) and except as
         expressly provided in Section 8.12(b),  any cancelation or failure
         by the Company or any of its subsidiaries to renew any Significant
         Shared Service  provided by Ashland or any Affiliate of Ashland to
         the Company or any of its  subsidiaries or provided by the Company
         or any of its  subsidiaries to Ashland or any Affiliate of Ashland
         and (D) the  periodic  review and approval of  Significant  Shared
         Services in accordance with Section 8.12(b); and

                  (iv) any material  amendment to or change in the terms or
         provisions of,  cancelation,  termination or failure to renew, any
         Designated  Sublease  Agreement  or any election by the Company to
         refuse or reject the contribution of any Subleased Property to the
         Company or any of its subsidiaries;

                  (l)  the  commencement  of a  voluntary  case  under  any
         applicable  bankruptcy,  insolvency  or other  similar  law now or
         hereafter  in effect,  or the consent to the entry of an order for
         relief in an  involuntary  case under any such law, or the consent
         to the  appointment  of or the taking  possession  by a  receiver,
         liquidator,  assignee,  custodian,  trustee  or  sequestrator  (or
         similar official) of the Company or any of its subsidiaries or for
         any substantial part of the Company's or any of its  subsidiaries'
         property,  or the making of any general assignment for the benefit
         of creditors;

                  (m) (i) the modification,  alteration or amendment of the
         amount,   timing,   frequency   or   method  of   calculation   of
         distributions  to the Members  from that  provided in Article V or
         (ii) an adjustment to the amount of Distributable Cash pursuant to
         clause (g) of the  definition of  "Distributable  Cash" in Section
         1.01;

                  (n) (i) the modification,  alteration or amendment of the
         Company Leverage Policy,  or (ii) the approval of any matter which
         the  Company  Leverage  Policy  provides  is to be approved by the
         Board of Managers as a Super Majority Decision;

                  (o) (i) the approval of any  distribution  by the Company
         to the  Members of any assets in kind,  (ii) the  approval  of any
         distribution by the Company to the Members of cash and property in
         kind on a non-pro rata basis,  and (iii) the  determination of the
         value assigned to such assets in kind;

                  (p) each Critical Decision or material  amendment thereto
         made on or prior to the  Critical  Decision  Termination  Date for
         such Critical Decision; and

                  (q)  the   delegation   to  a  Member  of  the  power  to
         unilaterally  bind the  Company  or any of its  subsidiaries  with
         respect to any matter.

                  SECTION 8.09.  ANNUAL CAPITAL BUDGET.  (a) In Fiscal Year
1999 and in each  Fiscal Year  thereafter,  the  Executive  Officers of the
Company shall timely prepare or cause to be prepared a draft capital budget
(the "Draft Annual Capital  Budget") for such Fiscal Year,  which shall set
forth in reasonable line item detail the proposed Acquisition Expenditures,
Capital  Expenditures  and the Ordinary  Course Lease  Expenditures  of the
Company and its subsidiaries  for such Fiscal Year,  including all Ordinary
Course Lease  Expenditures and all Capital  Expenditures of the Company and
its subsidiaries  directly  associated with the Garyville Propylene Upgrade
Project.  In addition,  to the extent that  information  can  reasonably be
obtained on the nature of assets  rented or financed by  operating  leases,
such  information  shall be presented along with the Annual Capital Budget.
Copies of the Draft Annual  Capital Budget shall be provided to each Member
(at the same  time) and to the Board of  Managers.  No later  than the last
regular  meeting of the Board of Managers for a Fiscal Year,  the Executive
Officers  shall  present to the Board of Managers the Draft Annual  Capital
Budget for the  following  Fiscal Year for the Board of  Managers'  review,
consideration  and  approval,  with such  additions,  deletions and changes
thereto as the Board of Managers shall deem necessary. Upon its approval by
the Board of Managers (and taking into account any additions,  deletions or
other changes  deemed  necessary by the Board of Managers) the Draft Annual
Capital Budget for a Fiscal Year shall become the "Annual  Capital  Budget"
for such Fiscal Year.

                  (b) If the Board of  Managers  shall  fail to  approve an
Annual Capital Budget for any Fiscal Year, the total expenditures  provided
for in the Annual Capital Budget for such Fiscal Year shall be in an amount
equal to the Normal Annual Capital Budget Amount for such Fiscal Year.

                  (c) No later  than  August 30 of each  Fiscal  Year,  the
Board of Managers  shall review the Annual  Capital  Budget for such Fiscal
Year and shall make such  additions,  deletions and changes  thereto as the
Board of Managers shall deem necessary.

                  SECTION 8.10.  BUSINESS  PLAN. In Fiscal Year 1999 and in
each Fiscal Year  thereafter,  the Executive  Officers of the Company shall
timely  prepare or cause to be prepared a draft  business  plan (the "Draft
Business  Plan")  for the next  three  Fiscal  Years.  Copies  of the Draft
Business  Plan shall be  provided  to each Member (at the same time) and to
the Board of Managers.  No later than the last regular meeting of the Board
of Managers for a Fiscal Year, the Executive  Officers shall present to the
Board of Managers the Business  Plan for their  review,  consideration  and
approval,  with such additions,  deletions and changes thereto as the Board
of  Managers  shall  deem  necessary.  Upon its  approval  by the  Board of
Managers  (and taking into account any such  additions,  deletions or other
changes deemed necessary by the Board of Managers), the Draft Business Plan
for a Fiscal Year shall become the "Business Plan" for such Fiscal Year.

                  SECTION 8.11.  REQUIREMENTS AS TO AFFILIATE TRANSACTIONS.
(a) The Company and its subsidiaries  shall only be permitted to enter into
or renew or  extend  the term  thereof  (whether  pursuant  to  contractual
provisions  thereof or  otherwise)  an  agreement or a  transaction  with a
Member or an  Affiliate  of a Member  (which,  solely for  purposes of this
Section  8.11,  shall be deemed to include  any entity more than 10% of the
voting  stock or other  ownership  interests  of, or economic  interest in,
which  is  owned  by a  Member  (other  than  the  Company  or  any  of its
subsidiaries))  on the same  terms or on  terms  no less  favorable  to the
Company or such  subsidiary than could be obtained from a third party on an
arm's-length basis (an "Arm's-Length Transaction").

                  (b)  (i) If (A)  the  Company  or any  subsidiary  of the
         Company  enters  into,  renews or extends the term of (pursuant to
         contractual  provisions  thereof that were previously  approved by
         the  Board of  Managers  or  otherwise)  or  materially  amends or
         changes the terms or provisions  of, any agreement or  transaction
         between the Company or any of its  subsidiaries  and any Member or
         any  Affiliate  of  any  Member  (a  "Section  8.11(b)   Affiliate
         Transaction")  or proposes to do any of the foregoing and (ii) not
         later than 90 days after receiving written notice thereof from the
         Company  pursuant  to  Section  7.03 or  otherwise  (which  notice
         describes the material terms and conditions of such transaction in
         reasonable detail),  the Member that is not (or whose Affiliate is
         not) a party to such Section 8.11(b)  Affiliate  Transaction  (the
         "Non-Contracting Member") notifies the Company and the Member that
         is (or  whose  Affiliate  is) a  party  to  such  Section  8.11(b)
         Affiliate  Transaction (the "Contracting  Member") in writing that
         the Non-Contracting Member believes in good faith that either such
         Affiliate  Transaction is not an Arm's-Length  Transaction or that
         the quality of the service being provided or to be provided by the
         Contracting  Member is  inferior to that which the Company and its
         subsidiaries  could  otherwise  obtain  on  comparable  terms  and
         conditions,  then the Company  shall  promptly  (and, in any event
         within  30  days)  provide  the  Non-Contracting   Member  with  a
         reasonably  detailed  explanation  of the basis for the  Company's
         determination   that  such  new,  renewed  or  extended  Affiliate
         Transaction is an  Arm's-Length  Transaction or the quality of the
         service  being  provided  or to be provided to the Company and its
         subsidiaries is not inferior.

                  (ii)  If  following   receipt  of  such   evidence,   the
         Non-Contracting  Member  is not  reasonably  satisfied  that  such
         Affiliate  Transaction  is  an  Arm's-Length  Transaction  or  the
         quality of the  service  being  provided  or to be provided to the
         Company and its subsidiaries is not inferior, then, at the written
         request of the Non-Contracting  Member (such written request being
         an "Affiliate  Transaction Dispute Notice"), the Company shall (A)
         modify the terms of such Affiliate  Transaction so that it becomes
         an  Arm's-Length  Transaction,  (B) if the  Company  had given the
         Members  written  notice  pursuant  to  Section  7.03(a)  prior to
         entering into,  renewing or extending such Affiliate  Transaction,
         not enter into, renew or extend such Affiliate  Transaction or (C)
         if the Company had given the Members  written  notice  pursuant to
         Section 7.03(a) prior to entering into, renewing or extending such
         Affiliate Transaction,  enter into, renew or extend such Affiliate
         Transaction  in which  event the  determination  of  whether  such
         Affiliate  Transaction  is  an  Arm's  Length  Transaction  and/or
         whether  the  quality of the  service  being  provided is inferior
         shall be in accordance with the Dispute Resolution  Procedures set
         forth in Article  XIII or (D) if the Company  shall not have given
         the Members  written notice  pursuant to Section  7.03(a) prior to
         entering into,  renewing or extending such Affiliate  Transaction,
         commence the dispute  resolution  procedures  set forth in Article
         XIII.

                  (iii) For  purposes of Article  XIII,  a  Non-Contracting
         Member's  delivery of an Affiliate  Transaction  Dispute Notice to
         the  Company  shall  constitute   delivery  of  a  Dispute  Notice
         thereunder,  and the  Company  shall  be  required  to  deliver  a
         Response to the Non-Contracting  Member within 30 days thereafter.
         If it is finally  determined  pursuant to such Dispute  Resolution
         Procedures  that such  Affiliate  Transaction  is an  Arm's-Length
         Transaction and, if disputed, that the quality of service being so
         provided is not  inferior,  then the Company shall be permitted to
         enter into, renew or extend such Affiliate  Transaction.  If it is
         finally determined pursuant to such Dispute Resolution  Procedures
         that such Affiliate Transaction is not an Arm's-Length Transaction
         or that the quality of service being so provided is inferior, then
         the  Company  shall  either  modify  the  terms of such  Affiliate
         Transaction so that it becomes an Arm's-Length Transaction and, if
         disputed,  with an  adequate  level of  quality  of service or not
         enter into,  renew or extend such  Affiliate  Transaction.  In the
         event that such  Affiliate  Transaction  has already  been entered
         into,   renewed  or  extended,   then  (A)  the  Company  and  the
         Contracting  Member shall make such  modifications to the terms of
         such Affiliate Transaction as are necessary so that such Affiliate
         Transaction becomes an Arm's-Length  Transaction and, if disputed,
         with  an  adequate  level  of  quality  of  service  and  (B)  the
         Contracting  Member  shall pay the Company an amount  equal to the
         difference  between (I) the costs  incurred  by the Company  under
         such Affiliate  Transaction  since the time of such entering into,
         renewal or  extension  and (II) the costs that the  Company  would
         have incurred  under such Affiliate  Transaction  during such time
         period  had  such  Affiliate   Transaction  been  an  Arm's-Length
         Transaction and, if disputed, with an adequate level of quality of
         service  at  the  time  of  such  initial  agreement,  renewal  or
         extension.

                  SECTION 8.12.  REVIEW OF CERTAIN  AFFILIATE  TRANSACTIONS
RELATED TO CRUDE OIL PURCHASES AND SHARED  SERVICES.  (a) (i) Not less than
30 days prior to the regular  meeting of the Board of  Managers  during the
fourth Fiscal Quarter of each Fiscal Year (or, if no regular meeting of the
Board of Managers is  scheduled  during such Fiscal  Quarter,  at a special
meeting of the Board of Managers during such Fiscal  Quarter),  the Company
shall submit to the Board of Managers a reasonably detailed  description of
any proposed  transactions or agreements  related to crude oil purchases by
the Company and its subsidiaries from Marathon or any Affiliate of Marathon
that are intended to remain in effect or to be put into effect  during such
next Fiscal Year (collectively, the "Marathon Crude Oil Purchase Program").
Following such submission,  the Company shall provide the Board of Managers
promptly  with such  information  with respect to such  Marathon  Crude Oil
Purchase  Program and the Company's  other proposed crude oil purchases and
policies for such next Fiscal Year as any  Representative  shall reasonably
request.  At each such regular or special  meeting during the fourth Fiscal
Quarter of each  Fiscal  Year,  the Board of  Managers  shall  review  such
Marathon  Crude Oil Purchase  Program.  During such next Fiscal  Year,  the
Company and its subsidiaries  shall be permitted to purchase crude oil from
Marathon or any Affiliate of Marathon  only on the terms and  conditions of
the proposed  transactions and agreements  submitted to and approved by the
Board of Managers at such regular or special meeting  pursuant to a vote in
accordance with Section 8.07(b) (the "Approved  Marathon Crude Oil Purchase
Program"). Any purchase (or group of related purchases) of crude oil by the
Company  or any of its  subsidiaries  from  Marathon  or any  Affiliate  of
Marathon  during  such  Fiscal Year that is an  Affiliate  Transaction  for
purposes of Section 8.08(k) and is not made under or in accordance with the
Approved Marathon Crude Oil Purchase Program and any material  amendment to
or change in the Approved  Marathon Crude Oil Purchase  Program during such
Fiscal  Year  shall be made only with the  prior  approval  of the Board of
Managers pursuant to a vote in accordance with Section 8.07(b).

                  (ii) The  Company  shall  prepare and send to each Member
         (at the same time)  promptly,  but in no event later than the 30th
         day after the last day of each  Fiscal  Quarter,  (A) a summary of
         all  Crude  Oil  Purchases  during  such  Fiscal  Quarter,  (B)  a
         description of any  amendments  to, changes in or deviations  from
         the Approved  Marathon Crude Oil Purchase Program in effect during
         such Fiscal Quarter,  (C) a description of any then known proposed
         amendments to, changes in or deviations from the Approved Marathon
         Crude Oil Purchase Program in effect during the remaining  balance
         of the Fiscal Year and (D) such other  information with respect to
         purchases  of crude oil by the  Company  and its  subsidiaries  as
         either Member shall reasonably request.

                  (b)(i) All administrative services that Marathon, Ashland
         and each of their respective  Affiliates provide to the Company or
         any of its subsidiaries, and that the Company and its subsidiaries
         provide  to   Marathon,   Ashland  or  any  of  their   respective
         Affiliates, shall be pursuant to the Shared Services Agreement. To
         the extent that there is a conflict  between  the Shared  Services
         Agreement,  Schedule  10.2(e) to the Marathon  Asset  Transfer and
         Contribution  Agreement  Disclosure  Letter or Schedule 10.2(e) to
         the Ashland Asset Transfer and Contribution  Agreement  Disclosure
         Letter,  on the one hand, and this  Agreement,  on the other hand,
         this Agreement shall control.

                  (ii) Not less  than 90 days  prior to each of the  annual
         meetings  of the Board of  Managers  held in 2000,  2003 and every
         three years  thereafter,  the Company shall submit to the Board of
         Managers the  provisions  of the Shared  Services  Agreement  that
         relate to each  Significant  Shared Service then in effect or that
         is proposed to be put into effect. Following such submission,  the
         Company  shall  provide the Board of Managers  promptly  with such
         information with respect to such  Significant  Shared Services and
         with respect to any other Shared  Services then being  provided or
         proposed  to be provided as any  Representative  shall  reasonably
         request.   At  each   such   annual   meeting,   unless   all  the
         Representatives  otherwise  agree,  the  Board of  Managers  shall
         review each such  Significant  Shared Service and shall  determine
         pursuant to a vote in accordance with Section 8.07(b) whether such
         Significant Shared Service should be continued (or, in the case of
         any proposed Significant Shared Service, put into effect).  Unless
         the Board of Managers  approves  pursuant to a vote in  accordance
         with  Section  8.07(b)  the  continuation  or  effectiveness  of a
         Significant  Shared Service,  the Shared Service  Agreement to the
         extent it  relates to such  Significant  Shared  Service  shall be
         terminated  effective 90 days after such annual meeting or at such
         later date as the Board of Managers  shall  specify  pursuant to a
         vote in accordance  with Section  8.07(b) and the Company shall be
         deemed at the time of such annual  meeting to have given notice to
         the Member providing or receiving (or whose Affiliate is providing
         or receiving) such Significant  Shared Service that the Company is
         terminating  the Shared  Service  Agreement  with  respect to such
         Significant Shared Service.

                  SECTION  8.13.   ADJUSTABLE   AMOUNTS.   Within  30  days
following the date on which the United States Department of Labor Bureau of
Labor  Statistics  for all Urban  Areas  publishes  the Price Index for the
month of  September of each Fiscal Year  commencing  September,  1998,  the
Company  shall   determine   whether  the  Average  Annual  Level  for  the
immediately  preceding  twelve-month  period exceeds the Base Level. If the
Company  determines  that the Average  Annual  Level for such  twelve-month
period exceeds the Base Level,  then the Company shall increase or decrease
each of the dollar amounts set forth in this Agreement (other than the $348
million and $346 million  amounts set forth in the  definition  of Adjusted
DD&A, the $657 million,  $600 million,  $80 million,  $20 million and $12.4
million  amounts set forth in the definition of Adjusted  EBITDA,  the $240
million amount set forth in the definition of "Normal Annual Capital Budget
Amount"  in  Section  1.01,  the $100  million  amount set forth in Section
8.08(f)(i)  and any  dollar  amount set forth in any  Appendix,  Exhibit or
Schedule to this  Agreement,  including  Schedule 8.14) (each dollar amount
that is  adjusted  pursuant  to this  Section  8.13  being  an  "Adjustable
Amount"),  including,  without  limitation,  the following  amounts,  to an
amount  calculated  by  multiplying  the  relevant  Adjustable  Amount by a
fraction whose numerator is the Average Annual Level for such  twelve-month
period  and whose  denominator  is the Base  Level:  (i) the  $100,000,  $2
million and $25 million  amounts set forth in the  definition of "Affiliate
Transaction"  and the $2  million  amount  set forth in the  definition  of
"Significant  Shared  Service"  in each case in Section  1.01;  (ii) the $2
million amount set forth in Section  6.06(c);  (iii) the $2 million amounts
set forth in Sections 6.08(b), (d) and (e); (iv) the $20 million amount set
forth in  Section  8.08(a)(i);  (v) the $80  million  amount  set  forth on
Section  8.08(f)(ii)  (or such  other  dollar  amount  as  shall be  agreed
pursuant  to the  proviso to  Section  8.08(f)(ii));  (vi) the $50  million
amount set forth in Section 8.08(g);  (vii) the $50 million and $25 million
amounts  set forth in  Section  8.08(h)(i);  and (viii)  each $7.5  million
amount set forth in Section  14.01(a);  provided that in no event shall any
Adjustable  Amount be decreased  below the initial amount thereof set forth
herein.  Within five  Business Days after making such  determinations,  the
Company shall  distribute to each Member a notice  setting  forth:  (A) the
amount by which the Average  Annual Level for such Fiscal Year exceeded the
Base  Level  and  (B)  the  calculations  of any  adjustments  made  to the
Adjustable  Amounts  pursuant to this Section 8.13. Any adjustment  made to
the Adjustable  Amounts pursuant to this Section 8.13 shall be effective as
of January 1st of the next Fiscal Year.

                  SECTION  8.14.  COMPANY  LEVERAGE  POLICY.  The  leverage
policy for the Company  shall be the leverage  policy set forth on Schedule
8.14,  with such  modifications,  alterations or amendments  thereto as the
Board of  Managers  shall from time to time  approve  pursuant to a vote in
accordance  with Section  8.07(b) (such  leverage  policy,  as so modified,
altered  or  amended,  is  referred  to  herein  as the  "Company  Leverage
Policy").

                  SECTION 8.15.  COMPANY'S INVESTMENT GUIDELINES.
The Company's Senior Vice  President-Finance and Commercial Services,  Vice
President-Finance  and Controller and Treasurer (or Treasury Manager) shall
constitute  an  Investment  Policy  Committee  of  the  Company  and  shall
establish investment  guidelines for the Company and its subsidiaries (such
investment guidelines, as they may be modified,  altered or amended by such
Investment  Policy  Committee  from time to time, are referred to herein as
the  "Company  Investment  Guidelines").  The  initial  Company  Investment
Guidelines is set forth on Schedule 8.15. The Company and its  subsidiaries
shall only make investments that are permitted under the Company Investment
Guidelines at the time of such  investments.  In addition,  the Company and
its  subsidiaries  shall invest all Surplus Cash (after  meeting daily cash
requirements) in accordance with the Company Investment Guidelines.

                  SECTION 8.16.  REQUIREMENTS AS TO OPERATING  LEASES.  The
Company and its  subsidiaries  shall not enter into any operating lease (as
determined in accordance with Applicable  GAAP) if the purpose or intent of
entering into such operating  lease is to circumvent  the Company  Leverage
Policy or the super majority voting requirement for Capital Expenditures of
the Company set forth in Section 8.08(f).  The lease by the Company and its
subsidiaries  of vehicles,  railcars and computers in  accordance  with the
historical  practices of the Ashland  Business  and the  Marathon  Business
shall  not be  deemed to  violate  this  Section  8.16,  provided,  for the
avoidance of doubt,  that all Ordinary Course Lease Expenses related to any
such leases shall be  considered  Ordinary  Course  Lease  Expenses for the
purposes of Section 8.08(f)(ii).

                  SECTION  8.17.  LIMITATIONS  ON ACTIONS  RELATING  TO THE
CALCULATION OF DISTRIBUTABLE CASH. Notwithstanding anything to the contrary
contained  in this  Agreement,  the Company  shall not, and shall cause its
subsidiaries  not to (a)  modify,  alter or amend  the  Company  Investment
Guidelines,   (b)   accelerate   the  payment  of  the  Company's  and  its
subsidiaries'  accounts payable,  (c) delay the collection of the Company's
and its subsidiaries'  accounts receivable or (d) take any other action, if
the  purpose  or  intent  of  such  action  is  to  reduce  the  amount  of
Distributable  Cash in a manner that is inconsistent with the intent of the
Members to maximize the amount of Distributable  Cash  distributions to the
Members.

                  SECTION 8.18. RELIANCE BY THIRD PARTIES.  Persons dealing
with the  Company  are  entitled  to rely  conclusively  upon the power and
authority of the Board of Managers herein set forth.  Except as provided in
this Agreement, neither the President, nor a Representative, nor any Member
shall have any authority to bind the Company or any of its subsidiaries.

                  SECTION 8.19. INTEGRATION OF RETAIL OPERATIONS. (a) Until
the  Critical  Decision is made  regarding  the  location of the  Company's
retail operations' headquarters,  the Company's retail operations' business
shall have headquarters in both Enon, Ohio and Lexington, Kentucky.

                  (b) (i) The Company shall make a formal recommendation to
         the Board of Managers with respect to each  Critical  Decision not
         later  than  the  ten-month   anniversary  of  the  Closing  Date.
         Following receipt of a formal  recommendation  with respect to any
         Critical  Decision,  Marathon and Ashland shall  negotiate in good
         faith to reach an agreement with respect to such Critical Decision
         not later than the first anniversary of the Closing Date.

                  (ii)  Each  formal  recommendation  with  respect  to any
         Critical Decision shall be accompanied by a report on the business
         and  economic  analyses  used by the  Company  to  arrive  at such
         recommendation,   including  but  not  limited  to,  a  reasonably
         detailed  description of the risks and benefits of the recommended
         decision and the anticipated impact of the recommended decision on
         the Speedway and SuperAmerica brand images and business models.

                  (iii) Following receipt of any formal recommendation with
         respect to any Critical Decision, each Member may request, and the
         Company shall promptly  provide to both Members,  such  additional
         information   and   analyses   (including   studies   by   outside
         consultants)  as such  Member may  reasonably  request;  provided,
         however,  any additional  information request shall not extend the
         Critical Decision Termination Date.

                  (c) If any Primary Critical  Decision shall not have been
agreed by the  Board of  Managers  pursuant  to a vote in  accordance  with
Section  8.07(b) prior to the first  anniversary  of the Closing Date,  the
Critical  Decision  Termination  Date with respect to such Primary Critical
Decision shall be automatically, and without any further action required by
either  Member,  the Company or the Board of Managers,  extended  until the
fifteen-month  anniversary  of the Closing Date.  During the period of such
extension,   the  Company  shall  provide  promptly  to  each  Member  such
additional   information   or  analyses   (including   studies  by  outside
consultants) as either Member shall reasonably  request.  Not later than 30
days  prior to the  fifteen-month  anniversary  of the  Closing  Date,  the
Company  shall,  if  requested  by  either  Member,  again  make  a  formal
recommendation  to the  Board of  Managers  with  respect  to such  Primary
Critical Decision. Such formal recommendation shall include a report on the
supporting business and economic analyses described in Section 8.19(b)(ii).
Any  request  for  additional  information  shall not extend  the  Critical
Decision Termination Date.

                  (d) Until such time as the implementation of any Critical
Decision shall have been completed in all material respects,  the President
of the  Company  shall  report to the  Board of  Managers  at each  regular
meeting of the Board of Managers  on the  implementation  of such  Critical
Decision  and on any  material  modifications  or changes to such  Critical
Decision.

                  (e) To the extent there is any conflict between the terms
and provisions of this Agreement and the terms and provisions of the Retail
Integration  Protocol,  the terms and  provisions of this  Agreement  shall
control.


                                 ARTICLE IX

                                  Officers

                  SECTION  9.01.  (a)  ELECTION,  APPOINTMENT  AND  TERM OF
OFFICE.  The executive  officers of the Company (the "Executive  Officers")
shall  consist  solely of: a President;  an Executive  Vice  President;  an
officer principally in charge of refining; an officer principally in charge
of wholesale and branded marketing; the officer or officers (two initially)
principally in charge of retail marketing; an officer principally in charge
of supply  and  transportation;  an officer  who shall be the  Senior  Vice
President-Finance  and Commercial  Services of the Company;  and an officer
who shall be the general counsel of the Company;  provided,  however,  that
Marathon and Ashland may make additions or deletions to the positions which
shall be considered  executive officers of the Company by mutual agreement.
Schedule C sets forth a list of (i) the  persons who  Marathon  and Ashland
have chosen to serve  initially as the  Executive  Officers of the Company,
(ii) the executive  office for which each such person is to serve and (iii)
whether each such person was  designated  by Marathon or Ashland.  Marathon
and Ashland agree that the composition of the initial Executive Officers is
intended to reflect their respective  Percentage  Interests in the Company.
Accordingly,  if any  person  identified  on  Schedule  C is for any reason
unable or unwilling to serve as an Executive  Officer at the Closing  Date,
the Member who  designated  such person shall have the right to designate a
substitute  person,  subject to the right of the other Member to consent to
such substitute nominee (which consent shall not be unreasonably withheld).
Marathon  and  Ashland  shall  cause their  respective  Representatives  to
promptly approve the appointment of each person listed on Schedule C to the
related executive office position listed on Schedule C.

                  (b)  Except  as  otherwise  determined  by the  Board  of
Managers,  each Executive  Officer shall hold office until his or her death
or  until  his  or  her  earlier  resignation  or  removal  in  the  manner
hereinafter  provided.  Except as otherwise  expressly provided herein, the
Executive  Officers  shall have such powers and duties in the management of
the  Company as  generally  pertain to their  respective  offices as if the
Company were a corporation  governed by the General  Corporation Law of the
State of Delaware.

                  (c) The Board of Managers may elect or appoint such other
officers  to  assist  and  report  to the  Executive  Officers  as it deems
necessary.  Subject to the preceding sentence, each such officer shall have
such  authority and shall perform such duties as may be provided  herein or
as the Board of Managers may prescribe.  The Board of Managers may delegate
to any  Executive  Officer the power to choose such other  officers  and to
prescribe their respective duties and powers.

                  (d)  Except  as  otherwise  determined  by the  Board  of
Managers,  if additional  officers are elected or appointed during the year
pursuant to Section 9.01(c),  each such officer shall hold office until his
or her death or until his or her  earlier  resignation  or  removal  in the
manner hereinafter provided.

                  SECTION 9.02. RESIGNATION, REMOVAL AND VACANCIES. (a) Any
officer may resign at any time by giving written notice to the President or
the Secretary of the Company, and such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall
not be specified therein, when accepted by action of the Board of Managers.
Except  as  aforesaid,  the  acceptance  of such  resignation  shall not be
necessary to make it effective.

                  (b) All officers  and agents  elected or appointed by the
Board of  Managers  shall be subject to removal at any time by the Board of
Managers with or without cause.

                  (c) Vacancies in all Executive Officer positions may only
be  filled by the  majority  vote of the  Representa-tives  on the Board of
Managers.  In each instance where a vacant Executive Officer position is to
be filled,  Marathon, after consultation with the Company, shall first send
Ashland a notice which  discloses the name and details of the candidate for
the vacant Executive Officer position that the  Representatives of Marathon
will  nominate  and  vote in  favor of for  such  position.  Ashland  shall
thereafter have the right, by notice to the Company and Marathon within ten
days after receipt of such notice from  Marathon,  to veto such  candidate.
Each  candidate  that  Marathon  proposes  for a vacant  Executive  Officer
position  shall be a bona fide  candidate  who is willing and able to serve
and who  Marathon in good faith  believes is  qualified to fill such vacant
Executive Officer position (a "Qualified Candidate").  In the event Ashland
exercises its veto with respect to a Qualified Candidate,  the vacancy will
be  filled  by the  majority  vote of the  Representatives  on the Board of
Managers.
                  SECTION 9.03. DUTIES AND FUNCTIONS OF EXECUTIVE OFFICERS.
(a)  President.  The  President of the  Company,  who shall be a non-voting
member of the  Board of  Managers,  shall be in  charge  of the  day-to-day
operations of the Company and shall preside at all meetings of the Board of
Managers and shall perform such other duties and exercise  such powers,  as
may from time to time be prescribed by the Board of Managers.

                  (b)  Executive   Vice   President.   The  Executive  Vice
President of the Company initially shall report to the President and be the
officer  principally  in  charge of all  supply,  refining,  marketing  and
transportation  operations of the Company  other than the Company's  retail
operations.

                  (c) Other Executive  Officers.  The Executive Officers of
the Company other than the President and the Executive Vice President shall
perform such duties and exercise  such powers,  as may from time to time be
prescribed by the President or the Board of Managers.


                                 ARTICLE X

                     Transfers of Membership Interests

                  SECTION 10.01.  RESTRICTIONS  ON TRANSFERS.  (a) General.
Except as  expressly  provided  by this  Article X,  neither  Member  shall
Transfer all or any part of its Membership  Interests to any person without
first  obtaining the written  approval of the other Member,  which approval
may be granted or withheld in its sole discretion. Notwithstanding anything
to the contrary contained in this Agreement, no Transfer by a Member of its
Membership  Interests  to any person  shall be made  except to a  permitted
assignee  under  Article  XV  of  the  Put/Call,  Registration  Rights  and
Standstill Agreement.

                  (b)  Transfer by  Operation of Law. In the event a Member
shall be party to a merger,  consolidation or similar business  combination
transaction with a third party or sell all or substantially  all its assets
to a third  party,  such  Member  may  Transfer  all (but not  part) of its
Membership  Interests to such third  party;  provided,  however,  that such
Member shall not be permitted to Transfer its Membership  Interests to such
third  party  as  aforesaid  if the  purpose  or  intent  of  such  merger,
consolidation,  similar  business  combination  transaction  or  sale is to
circumvent or avoid the  application of Sections  10.01(c) and 10.04 to the
Transfer of such Member's Membership Interests to such third party.

                  (c)  Transfer by Sale to Third  Party.  At any time after
December 31,  2002, a Member may sell all (but not part) of its  Membership
Interests (and, in the case of Ashland, the Ashland LOOP/LOCAP Interest) to
any person  (other than a Transfer by  operation of law pursuant to Section
10.01(b),  a Transfer  to a Wholly  Owned  Subsidiary  pursuant  to Section
10.01(d) or a Transfer by Ashland to Marathon pursuant to Section 10.01(e))
if (i) it shall first have  offered  the other  Member the  opportunity  to
purchase  such  Membership  Interests  (and,  in the case of  Ashland,  the
Ashland  LOOP/LOCAP  Interest)  pursuant  to the  right  of  first  refusal
procedures set forth in Section 10.04,  (ii) such sale is completed  within
the time periods  specified in Section 10.04,  (iii) the other Member shall
have approved the purchaser of such Membership  Interests (and, in the case
of Ashland, the Ashland LOOP/LOCAP  Interest),  which approval shall not be
unreasonably  withheld  or delayed  and (iv) it shall use its  commercially
reasonable  best efforts to (A) terminate the  outstanding  Original  Lease
underlying  each of its Designated  Sublease  Agreements on or prior to the
date of such Transfer and (B) contribute the related Subleased  Property to
the  Company or one of its  subsidiaries  at no cost to the Company or such
subsidiary  on or prior to the date of such  Transfer;  provided,  however,
that (i) such Member  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,  a
third party lessor with respect to any such  underlying  Original  Lease in
order  to  obtain  any  consent  required  from  such  lessor  and (ii) any
additional  cost  associated  with  exercising an option under the Original
Lease to purchase  Subleased  Property or to terminate  the Original  Lease
shall  be  deemed  not to  constitute  an  obligation  to pay  more  than a
reasonable  amount. In the event that such Member is unable to terminate an
outstanding  Original Lease in accordance with this Section 10.02(b),  then
(i) the Company  shall be entitled  to continue to sublease  the  Subleased
Property pursuant to the related  Designated  Sublease  Agreement until the
term of the Original Lease  expires,  (ii) the Member shall continue to use
its  commercially  reasonable  best efforts to terminate the Original Lease
and  contribute  the Subleased  Property to the Company as provided  above;
provided,  however  that (A) such Member 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,  a third party lessor with respect to any such  Original  Lease in
order  to  obtain  any  consent  required  from  such  lessor  and  (b) any
additional  cost  associated  with  exercising an option under the Original
Lease to purchase  Subleased  Property or to terminate  the Original  Lease
shall  be  deemed  not to  constitute  an  obligation  to pay  more  than a
reasonable amount and (iii) if such Member subsequently  acquires fee title
to the Subleased  Property,  such Member shall  contribute  such  Subleased
Property  to the  Company  or one of its  subsidiaries  at no  cost  to the
Company or such  subsidiary  at such time. It is expressly  understood  and
agreed that, in determining  whether to reasonably withhold its approval of
a proposed  purchaser of Marathon's  Membership  Interests pursuant to this
Section   10.01(c),   Ashland   shall   be   entitled   to   consider   the
creditworthiness  of  such  proposed  purchaser,   including  whether  such
proposed  purchaser is likely to be able to perform all of  Marathon's  and
USX's respective  obligations under the Put/Call,  Registration  Rights and
Standstill Agreement.

                  (d)  Transfer to Wholly  Owned  Subsidiary.  A Member may
Transfer  all (but not part) of its  Membership  Interests at any time to a
Wholly  Owned  Subsidiary  of such  Member if (i) such  Member  shall  have
received an opinion from  nationally  recognized tax counsel  acceptable to
both Members that such  Transfer  will not result in a  termination  of the
status of the Company as a partnership  for Federal income tax purposes and
(ii) the transferring Member enters into an agreement with the other Member
providing  that  so  long  as  such  Wholly  Owned  Subsidiary  holds  such
transferring  Member's Membership  Interests,  such Wholly Owned Subsidiary
shall remain a Wholly Owned Subsidiary of such transferring Member.

                  (e) Transfer  Pursuant to Put/Call,  Registration  Rights
and  Standstill  Agreement.  Ashland  may  Transfer  all of its  Membership
Interests  to Marathon in  connection  with the exercise by Marathon of its
Marathon  Call Right or its Special  Termination  Right or the  exercise by
Ashland of its Ashland Put Right. In addition, Marathon may Transfer all of
its  Membership  Interests  to Ashland in  connection  with the exercise by
Ashland of its Special Termination Right.

                  (f)   Consequences   of  Permitted   Transfers.   (i)  In
connection  with any  Transfer  by a  Member  to a third  party  transferee
pursuant to Section 10.01(b),  (A) such third party transferee shall at the
time of such Transfer become subject to all of such  transferring  Member's
obligations  hereunder  and  shall  succeed  to  all of  such  transferring
Member's  rights  hereunder  and (B)  such  transferring  Member  shall  be
relieved of all of its obligations hereunder other than with respect to any
default  hereunder  by such  transferring  Member or any of its  Affiliates
hereunder that occurred prior to the time of such Transfer.

                  (ii) In  connection  with any  Transfer  by a Member to a
         third party  transferee or to the other Member pursuant to Section
         10.01(c),  (A) such third party  transferee  or such other  Member
         shall at the time of such Transfer  become  subject to all of such
         transferring  Member's obligations  hereunder and shall succeed to
         all of such  transferring  Member's rights  hereunder and (B) such
         transferring Member shall at the time of such Transfer be relieved
         of all of its obligations hereunder other than with respect to any
         default  hereunder  by  such  transferring  Member  or  any of its
         Affiliates that occurred prior to the time of such Transfer.

                  (iii) In  connection  with any  Transfer by a Member to a
         Wholly  Owned  Subsidiary  of  such  Member  pursuant  to  Section
         10.01(d),  (A) such Wholly Owned  Subsidiary  shall at the time of
         such Transfer  become subject to all of such Member's  obligations
         hereunder  and  shall  succeed  to all  of  such  Member's  rights
         hereunder  and  (B)  such  Member  shall  not be  relieved  of its
         obligations  hereunder  without the prior  written  consent of the
         other Member, which consent shall not be unreasonably  withheld or
         delayed.

                  (iv) In  connection  with  any  Transfer  by  Ashland  to
         Marathon pursuant to Section  10.01(e),  (A) Marathon shall at the
         time  of  such  Transfer   become  subject  to  all  of  Ashland's
         obligations hereunder and shall succeed to all of Ashland's rights
         hereunder  and (B) Ashland  shall at the time of such  Transfer be
         relieved  of all of its  obligations  hereunder  other  than  with
         respect  to  any  default  hereunder  by  Ashland  or  any  of its
         Affiliates  that occurred prior to the Exercise Date (as such term
         is defined in the  Put/Call,  Registration  Rights and  Standstill
         Agreement).

                  (v) In  connection  with  any  Transfer  by  Marathon  to
         Ashland  pursuant to Section  10.01(e),  (A) Ashland  shall at the
         time  of  such  Transfer  become  subject  to  all  of  Marathon's
         obligations  hereunder  and  shall  succeed  to all of  Marathon's
         rights  hereunder  and  (B)  Marathon  shall  at the  time of such
         Transfer  be relieved of all of its  obligations  hereunder  other
         than with  respect to any default  hereunder by Marathon or any of
         its  Affiliates  that  occurred  prior to the Special  Termination
         Exercise   Date  (as  such  term  is  defined  in  the   Put/Call,
         Registration Rights and Standstill Agreement).

                  (vi) In  connection  with any  Transfer  by  Ashland to a
         third party transferee  pursuant to Section 10.01(b),  10.01(c) or
         10.01(d),  such third party  transferee  shall at the time of such
         Transfer  succeed to all of Ashland's  veto rights  under  Section
         9.02(c);  provided,  that  if  Ashland  Transfers  its  Membership
         Interests  to  a  third  party  transferee   pursuant  to  Section
         10.01(c),  such third party  transferee  shall not  thereafter  be
         permitted  to transfer its veto rights  under  Section  9.02(c) to
         another third party transferee pursuant to Section 10.01(c).

                  (vii) In  connection  with any  Transfer by a Member to a
         third  party   transferee   pursuant  to  this   Article  X,  such
         transferring  Member shall  retain all of the rights  granted to a
         Member  under  Article VII to examine the books and records of the
         Company and to receive  financial  statements and reports prepared
         by the Company  until such time  following  such  Transfer as such
         transferring  Member ceases to have any liability under Article IX
         of the Asset Transfer and Contribution Agreement.

                  (g) Consequences of an Unpermitted Transfer. Any Transfer
of a Member's  Membership  Interests  made in violation  of the  applicable
provisions of this Agreement shall be void and without legal effect.

                  SECTION 10.02. CONDITIONS FOR ADMISSION. No transferee of
all of the Membership Interests of any Member shall be admitted as a Member
hereunder unless (a) such Membership  Interests are Transferred to a person
in compliance with the applicable  provisions of this  Agreement,  (b) such
transferee   shall   have  executed  and  delivered  to  the  Company  such
instruments  as the Board of Managers  deems  necessary or desirable in its
reasonable  discretion to effectuate the admission of such  transferee as a
Member and to confirm the  agreement of such  transferee or recipient to be
bound by all the terms and provisions of this Agreement with respect to the
Membership  Interests  acquired by such  transferee and (c) such transferee
shall have executed and delivered an assignment  and  assumption  agreement
pursuant  to  Section  15.04  of  the  Put/Call,  Registration  Rights  and
Standstill Agreement.

                  SECTION 10.03. ALLOCATIONS AND DISTRIBUTIONS.  Subject to
applicable  Treasury  Regulations,  upon the Transfer of all the Membership
Interests of a Member as herein provided, the Profit or Loss of the Company
attributable to the Membership Interests so transferred for the Fiscal Year
during which such Transfer occurs shall be allocated between the transferor
and transferee as of the date set forth on the written assignment, and such
allocation  shall be based  upon any  permissible  method  agreed to by the
Members  that  is  provided  for in  Code  Section  706  and  the  Treasury
Regulations  issued thereunder.  Except as otherwise  expressly provided in
Section 5.01 of the Put/Call, Registration Rights and Standstill Agreement,
distributions  shall be made to the  holder  of  record  of the  Membership
Interests on the date of distribution.

                  SECTION 10.04.  RIGHT OF FIRST  REFUSAL.  (a) If a Member
(the  "Selling  Member")  shall  desire  to sell all (but not  part) of its
Membership  Interests (which,  for purposes of this Section 10.04, shall be
deemed to include, in the case of Ashland, the Ashland LOOP/LOCAP Interest)
pursuant to Section  10.01(c),  then the Selling  Member  shall give notice
(the  "Offer  Notice")  to  the  other  Member,  identifying  the  proposed
purchaser from whom it has received a bona fide offer and setting forth the
proposed sale price (which shall be payable only in cash or purchase  money
obligations secured solely by the Membership  Interests being sold) and the
other  material  terms and  conditions  upon  which the  Selling  Member is
proposing to sell such Membership Interests to such proposed purchaser.  No
such sale shall  encompass or be  conditioned  upon the sale or purchase of
any property other than such Membership  Interests (other than, in the case
of Ashland, the Ashland LOOP/LOCAP  Interest).  The other Member shall have
30 days from receipt of the Offer Notice to elect, by notice to the Selling
Member, to purchase the Membership  Interests offered for sale on the terms
and conditions set forth in the Offer Notice.

                  (b) If a  Member  makes  such  election,  the  notice  of
election  shall state a closing  date not later than 60 days after the date
of the Offer Notice. If such Member breaches its obligation to purchase the
Membership Interests of the Selling Member on the same terms and conditions
as those  contained in the Offer Notice after giving notice of its election
to make such purchase (other than where such breach is due to circumstances
beyond such Member's  reasonable  control),  then, in addition to all other
remedies available, the Selling Member may, at any time for a period of 270
days after such default,  sell such  Membership  Interests to any person at
any price and upon any other  terms  without  further  compliance  with the
procedures set forth in Section 10.04.

                  (c) If the other Member  gives  notice  within the 30-day
period  following  the Offer Notice from the Selling  Member that it elects
not to purchase the Membership  Interests,  the Selling Member may,  within
120 days after the end of such 30-day period (or 270 days in the case where
such  parties  have  received  a  second  request  under  HSR),  sell  such
Membership  Interests to the identified  purchaser (subject to clause (iii)
of Section  10.01(c))  on terms and  conditions  no less  favorable  to the
Selling  Member  than the terms  and  conditions  set  forth in such  Offer
Notice.  In the  event  the  Selling  Member  shall  desire  to  offer  the
Membership  Interests for sale on terms and conditions less favorable to it
than those  previously  set forth in an Offer Notice,  the  procedures  set
forth in this  Section  10.04  must again be  initiated  and  applied  with
respect to the terms and conditions as modified.

                  SECTION 10.05.  RESTRICTION ON RESIGNATION OR WITHDRAWAL.
Except in connection with a Transfer  permitted  pursuant to Section 10.01,
neither  Member  shall  resign or  withdraw  from the  Company  without the
consent of the other Member.  Any purported  resignation or withdrawal from
the Company in violation  of this Section  10.05 shall be null and void and
of no force or effect.


                                 ARTICLE XI

                 Liability, Exculpation and Indemnification

                  SECTION 11.01. LIABILITY. Except as otherwise provided by
the Delaware Act, the debts,  obligations  and  liabilities of the Company,
whether arising in contract, tort or otherwise,  shall be solely the debts,
obligations and liabilities of the Company,  and no Covered Person shall be
obligated  personally  for any such debt,  obligation  or  liability of the
Company solely by reason of being a Covered Person.

                  SECTION 11.02.  EXCULPATION.  (a) No Covered Person shall
be liable to the Company or any other Covered Person for any cost, expense,
loss, damage,  claim or liability incurred by reason of any act or omission
performed or omitted by such Covered  Person in such  capacity,  whether or
not such person  continues to be a Covered Person at the time of such cost,
expense,  loss, damage,  claim or liability is incurred or imposed,  if the
Covered  Person  acted in good  faith and in a manner  the  Covered  Person
reasonably  believed to be in or not opposed to the best  interests  of the
Company,  and if, with respect to any criminal  action or proceeding,  such
Covered Person had no reasonable cause to believe its conduct was unlawful,
except that a Covered  Person  shall be liable for any such cost,  expense,
loss,  damage,  claim or  liability  incurred  by  reason  of such  Covered
Person's breach of Section 12.02.

                  (b) A Covered Person shall be fully  protected in relying
in good faith upon the records of the  Company  and upon such  information,
opinions,  reports or statements  presented to the Company by any person as
to any matters the Covered Person reasonably believes are within such other
person's  professional or expert  competence and who has been selected with
reasonable  care by or on behalf  of the  Company,  including  information,
opinions,  reports or  statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence
and amount of assets from which  distributions to Members might properly be
paid.

                  SECTION 11.03. INDEMNIFICATION. (a) To the fullest extent
permitted  by  Applicable  Law,  a  Covered  Person  shall be  entitled  to
indemnification from the Company for any reasonable cost and expense, loss,
damage,  claim or liability  incurred by such Covered  Person in connection
with any pending, threatened or completed claim, action, suit or proceeding
by  reason of being a  Covered  Person or by reason of any act or  omission
performed or omitted by such Covered  Person in such  capacity,  whether or
not such  person  continues  to be a Covered  Person at the time such cost,
expense,  loss, damage,  claim or liability is incurred or imposed,  if the
Covered  Person (i) has been  successful  on the merits or  otherwise  with
respect to such claim,  action,  suit or proceeding,  or (ii) acted in good
faith and in a manner the Covered  Person  reasonably  believed to be in or
not opposed to the best  interests of the Company,  and if, with respect to
any criminal  action or  proceeding,  such Covered Person had no reasonable
cause to believe its conduct was  unlawful,  except that no Covered  Person
shall be entitled to be indemnified  in respect of any such cost,  expense,
loss, damage,  claim or liability incurred by such Covered Person by reason
of such Covered  Person's breach of Section 12.02 with respect to such acts
or omissions;  provided,  however,  that any  indemnity  under this Section
11.03 shall be provided  out of and to the extent of Company  assets  only,
and no Covered Person shall have any personal  liability on account of such
indemnification  of any other Covered Person, and provided further that, in
the case of officers,  employees  and agents of the Company,  such right to
indemnification shall be subject to any further limitations or requirements
that may be adopted by the Board of Managers,  provided such limitations or
requirements  were adopted  prior to the events that gave rise to the claim
for indemnification.

                  (b) Expenses incurred with respect to any claim,  action,
suit or proceeding of the character  described in Section 11.03(a) shall be
advanced to a Covered Person by the Company prior to the final  disposition
thereof,  but the Covered  Person shall be obligated to repay such advances
if it is ultimately  determined  that the Covered Person is not entitled to
indemnification  under  Section  11.03(a).  As  a  condition  to  advancing
expenses  hereunder,  the Company may require the Covered  Person to sign a
written  instrument  acknowledging  his  obligation  to repay any  advances
hereunder  if it is  ultimately  determined  he is  not  entitled  to  such
indemnity.

                  (c) Notwithstanding anything in this Section 11.03 to the
contrary,  no Covered  Person shall be indemnified in respect of any claim,
action, suit or proceeding initiated by such Covered Person or his personal
or legal  representative,  or which involved the voluntary  solicitation or
intervention of such person or his personal or legal representative  (other
than an action to enforce  indemnification  rights  hereunder or any action
initiated with the approval of a majority of the Board of Managers).

                  (d)  The  rights  of  indemnification  provided  in  this
Section 11.03 shall be in addition to any other rights to which any Covered
Person may  otherwise be entitled to by contract or  otherwise;  and in the
event of any  Covered  Person's  death,  such rights  shall  extend to such
Covered Person's heirs and personal representatives.


                                ARTICLE XII

                              Fiduciary Duties

                  SECTION 12.01. DUTIES AND LIABILITIES OF COVERED PERSONS.
To the  extent  that,  at law or in  equity,  a Covered  Person  has duties
(including  fiduciary  duties)  and  liabilities  relating  thereto  to the
Company or to any other Covered Person,  a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person
for its good  faith  reliance  on the  provisions  of this  Agreement.  The
provisions  of this  Agreement,  to the extent that they expand or restrict
the duties and liabilities of a Covered Person otherwise existing at law or
in equity,  are agreed by the parties  hereto to replace  such other duties
and liabilities of such Covered Person.

                  SECTION 12.02. FIDUCIARY DUTIES OF MEMBERS OF THE COMPANY
AND  MEMBERS OF THE BOARD OF  MANAGERS.  Each Member and each member of the
Board of  Managers  shall have the  fiduciary  duties of  loyalty  and care
(similar  to the  fiduciary  duties of loyalty and care of  directors  of a
business  corporation  governed by the General Corporation Law of the State
of Delaware) to the Company and all of the Members.  Not-with-standing  any
provision of this Agreement to the contrary, each Member and each member of
the Board of Managers agrees to and shall exercise good faith, fairness and
loyalty  to the  Company  and to all of the  Members,  and  shall  make all
decisions  in a manner  that  such  Member  or such  member of the Board of
Managers  reasonably believes to be in the best interest of the Company and
all of the Members.  Notwithstanding  the foregoing,  this Section 12.02 is
not intended to limit a Member's  ability to exercise or enforce any of its
rights  and  remedies  under  this  Agreement  and  the  other  Transaction
Documents in good faith, including,  without limitation,  Article IX of the
Asset Transfer and Contribution Agreement.


                                ARTICLE XIII

                       Dispute Resolution Procedures

                  SECTION  13.01.  GENERAL.  All  controversies,  claims or
disputes  between the Members or between the Company and either Member that
arise   out  of  or  relate  to  this   Agreement   or  the   construction,
interpretation,   performance,   breach,  termination,   enforceability  or
validity  of  this  Agreement,   or  the  commercial,   economic  or  other
relationship of the parties hereto,  whether such claim is based on rights,
privileges  or interests  recognized  by or based upon  statute,  contract,
tort,  common law or otherwise  and whether such claim  existed prior to or
arises on or after  January  1, 1998 (a  "Dispute")  shall be  resolved  in
accordance  with the  provisions  of this Article XIII (except as otherwise
expressly provided in Sections 6.06 and 6.08).  Notwithstanding anything to
the contrary  contained in this Article XIII,  nothing in this Article XIII
shall limit the ability of the directors and officers of either Member from
communicating directly with the directors and officers of the other Member.

                  SECTION 13.02. DISPUTE NOTICE AND RESPONSE. Either Member
may give the other  Member  written  notice  (a  "Dispute  Notice")  of any
Dispute  which has not been  resolved  in the  normal  course of  business.
Within  fifteen  Business Days after  delivery of the Dispute  Notice,  the
receiving  Member shall submit to the other Member a written  response (the
"Response").  The Dispute  Notice and the Response shall each include (i) a
statement  setting forth the position of the Member  giving such notice,  a
summary of the arguments  supporting such position and, if applicable,  the
relief  sought  and (ii) the name  and  title of a senior  manager  of such
Member who has authority to settle the Dispute and will be responsible  for
the  negotiations  related to the  settlement  of the Dispute  (the "Senior
Manager").

                  SECTION 13.03.  NEGOTIATION BETWEEN SENIOR MANAGERS.  (a)
Within 10 days  after  delivery  of the  Response  provided  for in Section
13.02,  the Senior  Managers of both Members shall meet or  communicate  by
telephone at a mutually  acceptable time and place, and thereafter as often
as they  reasonably  deem  necessary,  and shall negotiate in good faith to
attempt to resolve the Dispute that is the subject of such Dispute  Notice.
If such Dispute has not been resolved  within 45 days after delivery of the
Dispute  Notice,  then the  Members  shall  attempt to settle  the  Dispute
pursuant to Section 13.04.

                  (b) All negotiations between the Senior Managers pursuant
to this  Section  13.03  shall be  treated  as  compromise  and  settlement
negotiations.  Nothing said or disclosed, nor any document produced, in the
course  of  such   negotiations   which  is  not  otherwise   independently
discoverable  shall  be  offered  or  received  as  evidence  or  used  for
impeachment  or for any other purpose in any current or future  arbitration
or litigation.

                  SECTION  13.04.   NEGOTIATION   BETWEEN  CHIEF  EXECUTIVE
OFFICER  AND  PRESIDENT.  (a) If the  Dispute  has  not  been  resolved  by
negotiation  between the Senior  Managers  pursuant to Section 13.03,  then
within 10 Business Days after the expiration of the 45 day period  provided
in Section 13.03, the Chief Executive  Officer of Ashland and the President
of Marathon shall meet or communicate by telephone at a mutually acceptable
time and place,  and thereafter as often as they reasonably deem necessary,
and shall negotiate in good faith to attempt to resolve the Dispute that is
the subject of such Dispute  Notice.  If such Dispute has not been resolved
within 20 Business Days after the expiration of the 45 day period  provided
in Section 13.03,  then (i) if the Dispute relates solely to (A) a claim by
a Member or the Board of Managers  that the other  Member has failed to pay
the  Company a  Designated  Sublease  Amount or an amount in  respect  of a
Member-Funded Capital Expenditure, a Member-Funded Indemnity Expenditure or
an  Agreed  Additional  Capital  Contribution  required  to be  made  by it
pursuant to Section 4.02 (a "Disputed Capital  Contribution  Amount"),  (B)
the  determination  of any of the  following  amounts  with  respect to any
period:  distributions  pursuant  to  Article  V; the  Aggregate  Tax Rate;
Adjusted DD&A;  Adjusted EBITDA;  EBITDA;  Distributable  Cash; the Average
Annual Level and  adjustments   to  Adjustable  Amounts;  the Normal Annual
Capital Budget Amount; Ordinary Course Lease Expenses; Profit and Loss; the
Tax  Distribution  Amount;  the  Tax  Liability  of  any  Member;  and  the
determination  of fair market value of property  distributed  in kind under
Section  15.03,  (C) the  resolution  of any dispute  arising under Section
8.11(b) with respect to Affiliate Transactions or (D) the resolution of any
dispute  arising  under  Section  8.12 with  respect to  certain  Affiliate
Transactions  related  to Crude Oil  Purchases  and  Shared  Services  (any
Dispute relating to any of the matters set forth in clause (A), (B), (C) or
(D) above being  referred  to herein as an  "Arbitratable  Dispute"),  such
Dispute shall be settled  pursuant to the arbitration  procedures set forth
in  Appendix  B and (ii) if the  Dispute  does not relate  primarily  to an
Arbitratable  Dispute,  each party  hereto  shall be permitted to take such
actions at law or in equity as it is otherwise  permitted to take or as may
be available under Applicable Law.

                  (b) All negotiations  between the Chief Executive Officer
of Ashland and the  President of Marathon  pursuant to this  Section  13.04
shall be treated as compromise and settlement negotiations. Nothing said or
disclosed,  nor any document  produced,  in the course of such negotiations
which is not  otherwise  independently  discoverable  shall be  offered  or
received as evidence or used for  impeachment  or for any other  purpose in
any current or future arbitration or litigation.

                  SECTION  13.05.  RIGHT  TO  EQUITABLE  RELIEF  PRESERVED.
Notwithstanding  anything in this  Agreement or Appendix B to the contrary,
either  Member  or the  Company  may at any time seek from any court of the
United States  located in the State of Delaware or from any Delaware  state
court, any interim,  provisional or injunctive relief that may be necessary
to protect the rights or property of such party or maintain  the status quo
before,  during or after the  pendency  of the  negotiation  process or the
arbitration  proceeding  or any other  proceeding  contemplated  by Section
13.03 or 13.04.


                                ARTICLE XIV

           Rights and Remedies with Respect to Monetary Disputes

                  SECTION  14.01.  ABILITY  OF  COMPANY  TO  BORROW TO FUND
DISPUTED MONETARY AMOUNTS.  (a) If the Company or a Member on behalf of the
Company  (a  "Non-Delinquent  Member")  claims  that the  other  Member  (a
"Delinquent  Member")  owes the  Company a  monetary  amount in  respect of
either   (i)  a   Disputed   Capital   Contribution   Amount   or  (ii)  an
indemnification  obligation  under  Article  IX of the Asset  Transfer  and
Contribution Agreement that the Company or the Non-Delinquent Member claims
the Delinquent Member owes the Company and is either (A) past due or (B) in
dispute (a "Disputed Indemnification Amount") (each such claim described in
clauses  (i) and (ii)  above  being a  "Monetary  Dispute",  and each  such
claimed amount being a "Disputed Monetary Amount"), and if (1) the Disputed
Monetary Amount itself,  or when added together all other Disputed Monetary
Amounts,  exceeds  $7.5  million;  (2) the Board of Managers  (by vote of a
majority of the  Representatives of the Non-Delinquent  Member at a special
or  regular  meeting  of  the  Board  of  Managers  (which  majority  shall
constitute a quorum for purposes of the  transaction of such business)) has
determined that an  out-of-pocket  disbursement  of such Disputed  Monetary
Amount or any  portion  thereof by the  Company or one of its  subsidiaries
within the next twelve months is reasonably necessary for the operation and
conduct of the Company's Business and, accordingly, that such amount should
be paid  within the next twelve  months;  (3) the  aggregate  amount of all
Disputed  Monetary Amounts (or portions thereof) that the Board of Managers
shall have  determined  pursuant to clause (2) above  should be paid within
the next  twelve  months  (such  aggregate  amount  being  the  "Additional
Required  Cash  Amount")  exceeds $7.5  million;  (4)  postponement  by the
Company  or such  subsidiary  of such  disbursement  until such time as the
Monetary Dispute is reasonably likely to be finally resolved pursuant to an
arbitration  proceeding in accordance  with Appendix B to this Agreement or
Appendix B to the Asset Transfer and Contribution  Agreement, as applicable
(an "Arbitration Proceeding"),  would have, or would reasonably be expected
to have, a Material Adverse Effect on the Company's  Business;  and (5) the
Delinquent  Member has not paid the Company the  Disputed  Monetary  Amount
pursuant to Section 14.02 or otherwise, then the Board of Managers (by vote
of a majority  of the  Representatives  of the  Non-Delinquent  Member at a
special or regular  meeting of the Board of Managers  (which majority shall
constitute  a quorum for  purposes of the  transaction  of such  business))
shall be permitted to cause the Company to incur an amount of  Indebtedness
equal to such Additional  Required Cash Amount,  which  Indebtedness may be
borrowed from a third party or the Non-Delinquent Member.

                  (b) If the  Non-Delinquent  Member  lends the Company the
Additional Required Cash Amount pursuant to Section 14.01(a),  then (i) the
amount actually lent by the  Non-Delinquent  Member (the "Advanced Amount")
and  all  accrued  interest  thereon  shall  be  due  and  payable  on  the
Arbitration  Payment Due Date (provided that the Company shall be permitted
to prepay the Advanced Amount in whole or in part at any time prior to such
date);  and (ii) the Advanced  Amount shall bear  interest at the Base Rate
from  the  date on which  such  advance  is made  until  the date  that the
Advanced Amount,  together with all interest accrued thereon,  is repaid to
the Non-Delinquent Member.

                  SECTION  14.02.  INTERIM  PAYMENT  OF  DISPUTED  MONETARY
AMOUNT.  In order  to  reduce  the  amount  of  liquidated  damages  that a
Delinquent  Member  would be  required  to pay to the  Company  pursuant to
Section  14.03  in the  event  that  such  Delinquent  Member  loses  in an
Arbitration  Proceeding with respect to a Monetary Dispute,  the Delinquent
Member shall be permitted to pay the Company the related Disputed  Monetary
Amount  prior  to the  commencement  of such  Arbitration  Proceeding.  The
Arbitration Tribunal or Sole Arbitrator, as applicable, shall not take into
consideration  in  determining  the liability of the Delinquent  Member,  a
decision by such  Delinquent  Member to pay the  Disputed  Monetary  Amount
prior to the commencement of the Arbitration Proceeding.

                  SECTION 14.03. LIQUIDATED DAMAGES. (a) No Interim Payment
of Disputed  Monetary  Amount--Delinquent  Member is Found Liable for Final
Monetary  Amount.  If  (i)  it is  finally  determined  in  an  Arbitration
Proceeding  that a Delinquent  Member owes the Company a monetary amount in
respect of (A) a  Disputed  Capital  Contribution  Amount or (B) a Disputed
Indemnification  Amount (each such finally determined amount being a "Final
Monetary  Amount") and (ii) the Delinquent  Member had not paid the Company
the Disputed  Monetary Amount prior to the commencement of such Arbitration
Proceeding  pursuant to Section  14.02,  then the  Delinquent  Member shall
promptly,  and in any event on or before the tenth  Business Day  following
the date on which the  Arbitration  Tribunal or Sole  Arbitrator  makes its
final determination (such tenth Business Day being the "Arbitration Payment
Due Date"), pay to the Company (A) the Final Monetary Amount, together with
interest,  accrued from the  commencement of the Arbitration  Proceeding to
the date that the Delinquent  Member pays the Final Monetary  Amount to the
Company,  on the Final  Monetary  Amount,  at a rate per annum equal to (1)
during the period from the  commencement of the  Arbitration  Proceeding to
the  Arbitration  Payment  Due  Date,  the  Prime  Rate and (2) at any time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest, plus (B) an amount equal to 25% of the Final Monetary Amount.

             (b) Interim  Payment of Disputed  Monetary  Amount--Delinquent
Member is Found Liable for the Same Amount. If (i) it is finally determined
in an Arbitration  Proceeding  that a Delinquent  Member owes the Company a
Final  Monetary  Amount,  (ii) the  Final  Monetary  Amount is equal to the
Disputed  Monetary  Amount  and (iii) the  Delinquent  Member  had paid the
Company the  Disputed  Monetary  Amount prior to the  commencement  of such
Arbitration  Proceeding  pursuant  to  Section  14.02,  then  if the  Final
Monetary Amount is equal to the Disputed  Monetary  Amount,  the Delinquent
Member  shall not owe the  Company  any  other  amount  in  respect  of the
Monetary Dispute.

             (c) Interim  Payment of Disputed  Monetary  Amount--Delinquent
Member  is  Found  Liable  for a  Greater  Amount.  If  (i)  it is  finally
determined in an Arbitration  Proceeding that a Delinquent  Member owes the
Company a Final Monetary Amount,  (ii) the Final Monetary Amount is greater
than the Disputed  Monetary Amount and (iii) the Delinquent Member had paid
the Company the Disputed  Monetary Amount prior to the commencement of such
Arbitration  Proceeding  pursuant  to Section  14.02,  then the  Delinquent
Member  shall  promptly,  and in any  event on or  before  the  Arbitration
Payment  Due Date,  pay to the Company an amount (an  "Additional  Monetary
Amount")  equal to (A) the  Final  Monetary  Amount  less (B) the  Disputed
Monetary Amount,  together with interest,  accrued from the commencement of
the Arbitration  Proceeding to the date that the Delinquent Member pays the
Additional  Monetary  Amount to the  Company,  on the  Additional  Monetary
Amount,  at a rate per annum  equal to (1) during  for the period  from the
commencement of the Arbitration  Proceeding to the Arbitration  Payment Due
Date,  the  Prime  Rate and (2) at any time  thereafter,  150% of the Prime
Rate, in each case, with daily accrual of interest.

                  (d)    Interim     Payment    of    Disputed     Monetary
Amount--Delinquent Member is Found Liable for a Lesser Amount. If (i) it is
finally  determined in an Arbitration  Proceeding that a Delinquent  Member
owes the Company a Final Monetary Amount, (ii) the Final Monetary Amount is
less than the Disputed  Monetary Amount and (iii) the Delinquent Member had
paid the Company the Disputed  Monetary Amount prior to the commencement of
such Arbitration  Proceeding,  then the Company shall promptly,  and in any
event  on or  before  the  Arbitration  Payment  Due  Date,  repay  to  the
Delinquent  Member  an  amount  (a  "Refundable  Amount")  equal to (A) the
Disputed Monetary Amount less (B) the Final Monetary Amount,  together with
interest,  accrued from the  commencement of the Arbitration  Proceeding to
the date that the Company  repays the  Refundable  Amount to the Delinquent
Member,  on the Refundable  Amount, at a rate per annum equal to (1) during
the period  from the  commencement  of the  Arbitration  Proceeding  to the
Arbitration  Payment  Due  Date,  the  Prime  Rate  and  (2)  at  any  time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest.

                  (e)    Interim     Payment    of    Disputed     Monetary
Amount--Delinquent Member is Found Not Liable for Disputed Monetary Amount.
If  (i)  it is  finally  determined  in an  Arbitration  Proceeding  that a
Delinquent  Member does not owe the Company the related  Disputed  Monetary
Amount and (ii) the  Delinquent  Member had paid the Company  the  Disputed
Monetary Amount prior to the commencement of such  Arbitration  Proceeding,
then  the  Company  shall  promptly,  and in any  event  on or  before  the
Arbitration  Payment  Due Date,  repay to the  Delinquent  Member an amount
equal to the Disputed Monetary Amount, together with interest, accrued from
the commencement of the Arbitration Proceeding to the date that the Company
repays  the  Disputed  Monetary  Amount to the  Delinquent  Member,  on the
Disputed  Monetary  Amount,  at a rate per annum  equal to (A)  during  the
period  from  the  commencement  of  the  Arbitration   Proceeding  to  the
Arbitration  Payment  Due  Date,  the  Prime  Rate  and  (B)  at  any  time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest.

                  SECTION  14.04.  RIGHT OF  SET-OFF.  Notwithstanding  any
provision to the contrary contained in this Agreement,  if at the time of a
Distribution  Date a  Delinquent  Member has  failed to pay the  Company an
amount that it was required pursuant to Section 14.03 to pay to the Company
on or before such Distribution  Date, then on such  Distribution  Date, the
Company shall be permitted to set off from the  distribution  that it would
otherwise be required to make to such Delinquent Member pursuant to Section
5.01 on such  Distribution  Date, an amount equal to such unpaid amount. If
the amount of the  distribution  that such Delinquent  Member was otherwise
entitled to receive pursuant to Section 5.01 on such  Distribution  Date is
less than the  aggregate  amount  that such  Delinquent  Member owes to the
Company  pursuant to Section 14.03,  then the Company shall be permitted to
set off from subsequent  distributions that it would otherwise make to such
Delinquent  Member  pursuant to Section 5.01 the  remaining  unpaid  amount
until such time as such  remaining  unpaid  amount  shall have been paid in
full. A Delinquent  Member's  interest in  distributions to be made to such
Delinquent  Member  pursuant to Section 5.01 shall be reduced by any amount
set off by the Company against such distributions  pursuant to this Section
14.04(a).

                  SECTION 14.05. SECURITY INTEREST.  (a) Each Member hereby
agrees  that if (i) it has failed to pay the  Company an amount that it was
required to pay to the Company pursuant to Section 14.03 on or prior to the
related  Arbitration  Payment Due Date,  and (ii) the Board of Managers (by
vote of a majority of the  Representatives of the other Member at a special
or  regular  meeting  of  the  Board  of  Managers  (which  majority  shall
constitute a quorum for purposes of the  transaction  of such  business) so
requests,  such Member shall (A) on the Business  Day next  following  such
Arbitration  Payment Due Date,  grant to the  Company,  as security for the
performance  of its obligation to pay the Company such amount owed (but for
no other  amount),  a first  priority  security  interest in its Membership
Interests and the proceeds thereof (a "Security  Interest"),  all under the
Uniform  Commercial  Code  of the  State  of  Delaware  and  (ii)  promptly
thereafter, execute and deliver to the Company all financing statements and
other  instruments that the Board of Managers (by vote of a majority of the
Representatives  of the other Member at a special or regular meeting of the
Board of Managers (which majority shall constitute a quorum for purposes of
the  transaction of such business)) may request to effectuate and carry out
the  preceding  provisions of this Section  14.05(a).  The Company shall be
entitled  to all the  rights  and  remedies  of a secured  party  under the
Uniform  Commercial  Code of the  State of  Delaware  with  respect  to any
Security  Interest  granted by such  Member.  At the option of the Company,
this Agreement or a carbon, photographic, or other copy hereof may serve as
a financing  statement  with  respect to any such  Security  Interest.  For
purposes of perfecting a Security Interest, a Member's Membership Interests
shall be deemed to be a  "security"  governed by Chapter 8 of the  Delaware
Uniform  Commercial  Code and as such term is  therein  defined  in Section
8-102(c) thereunder.

                  (b)  If  the  Company  incurs  Indebtedness  pursuant  to
Section 14.01 by borrowing from a Non-Delinquent  Member, the Company shall
be permitted  to assign all its rights with respect to a Security  Interest
granted to it pursuant to Section 14.05(a) to such Non-Delinquent Member as
security for such Indebtedness;  provided that such  Non-Delinquent  Member
shall not be permitted to assign such Security Interest to a third party.


                                 ARTICLE XV

                        Dissolution and Termination

                  SECTION   15.01.   DISSOLUTION.   The  Company  shall  be
dissolved  and its business and affairs wound up upon the earliest to occur
of any one of the following events:

                  (a) the expiration of the Term of the Company;

                  (b) the sale or other disposition of all or substantially
         all the property of the Company;

                  (c) the written consent of both Members;

                  (d) the unanimous agreement of all Representatives on the
         Board of Managers;

                  (e)   the   bankruptcy,    involuntary   liquidation   or
         dissolution of either Member; or

                  (f)  the  entry  of  a  decree  of  judicial  dissolution
         pursuant to Section 18-802 of the Delaware Act.

The  bankruptcy,  involuntary  liquidation of dissolution of a Member shall
cause a Member to cease to be a member of the Company.  Notwithstanding the
foregoing,  the Company shall not be dissolved and its business and affairs
shall not be wound up upon the  occurrence  of any event  specified  in (i)
clause  (e)  above if within 90 days  after  the date on which  such  event
occurs,  the remaining Member elects in writing to continue the business of
the Company or (ii) clause (a) above if a Non-Terminating  Member purchases
the Membership  Interests of the Terminating Member pursuant to its Special
Termination  Right.  Except  as  provided  in this  paragraph  and  Section
15.01(e),  and to the fullest  extent  permitted by the  Delaware  Act, the
occurrence  of an event that causes a Member to cease to be a member of the
Company  shall not cause the  Company to be  dissolved  or its  business or
affairs  to be wound up,  and upon the  occurrence  of such an  event,  the
business of the Company shall continue without dissolution.

                  SECTION 15.02.  WINDING UP OF COMPANY.  Upon dissolution,
the Company's  business shall be liquidated in an orderly manner. The Board
of  Managers  shall act as the  liquidating  trustee  (unless  the Board of
Managers elects to appoint a liquidating trustee) to wind up the affairs of
the Company  pursuant to this  Agreement.  In  performing  its duties,  the
liquidating  trustee  is  authorized  to  sell,  distribute,   exchange  or
otherwise  dispose of the  assets of the  Company  in  accordance  with the
Delaware  Act and in any  reasonable  manner that the  liquidating  trustee
shall  determine  to be in the  best  interest  of  the  Members  or  their
successors-in-interest.

                  SECTION 15.03. DISTRIBUTION OF PROPERTY. In the event the
Board of Managers  determines  that it is necessary in connection  with the
liquidation of the Company to make a distribution of property in kind, such
property shall be transferred  and conveyed to the Members so as to vest in
each of them as a tenant in common an  undivided  interest  in the whole of
such  property  equal to their  interests  in the  property  based upon the
amount  of cash  that  would  be  distributed  to each  of the  Members  in
accordance  with Article V if such property were sold for an amount of cash
equal to the fair market value of such property, as determined and approved
by the Board of Managers  pursuant  to a vote in  accordance  with  Section
8.07(b).

                  SECTION   15.04.   TIME   LIMITATION.   Any   liquidating
distribution  pursuant  to this  Article XV shall be made no later than the
later of (a) the end of the  taxable  year  during  which such  liquidation
occurs and (b) 90 days after the date of such liquidation.

                  SECTION 15.05.  TERMINATION OF COMPANY. The Company shall
terminate when all assets of the Company, after payment of or due provision
for all debts,  liabilities and obligations of the Company, shall have been
distributed  to the Members in the manner  provided for in this  Agreement,
and the  Certificate  of Formation  shall have been  canceled in the manner
provided by the Delaware Act.


                                ARTICLE XVI

                               Miscellaneous

                  SECTION 16.01.  NOTICES. Any notice,  consent or approval
to be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered: (i) personally by a reputable courier service
that  requires a  signature  upon  delivery;  (ii) by mailing  the same via
registered or certified  first-class mail, postage prepaid,  return receipt
requested;  or (iii) by  telecopying  the same  with  receipt  confirmation
(followed by a first-class  mailing of the same) to the intended recipient.
Any such writing  will be deemed to have been given:  (a) as of the date of
personal  delivery  via  courier as  described  above;  (b) as of the third
calendar  day after  depositing  the same into the  custody  of the  postal
service as evidenced by the date-stamped receipt issued upon deposit of the
same into the  mails as  described  above;  and (c) as of the date and time
electronically  transmitted  in the case of telecopy  delivery as described
above,  in each case  addressed  to the  intended  party at the address set
forth below:

         To the Board of Managers:

         Marathon Ashland Petroleum LLC
         539 South Main Street
         Findlay, Ohio 45840
         Attn:  General Counsel
         Phone: (419) 422-2121
         Fax:   (419) 421-4115

         To Marathon:

         Marathon Oil Company
         5555 San Felipe
         P.O. Box 3128
         Houston, TX 77056-2723
         Attn:  General Counsel
         Phone: (713) 296-4137
         Fax:   (713) 296-4171

         To Ashland:

         Ashland Inc.
         50 E. RiverCenter Boulevard
         P.O. Box 391
         Covington, KY 41012-0391
         Attn:  General Counsel
         Phone: (606) 815-4711
         Fax:   (606) 815-3823

Any party may designate  different  addresses or telecopy numbers by notice
to the other parties.

                  SECTION  16.02.   MERGER  AND  ENTIRE   AGREEMENT.   This
Agreement  (including  the  Exhibits,  Schedules  and  Appendices  attached
hereto),  together  with the other  Transaction  Documents  (including  the
exhibits,  schedules and appendices  thereto) and certain other  agreements
executed  contemporaneously with the Master Formation Agreement constitutes
the  entire  Agreement  of the  parties  hereto  and  supersedes  any prior
understandings,  agreements,  or  representations  by or among the  parties
hereto,  written  or oral,  to the  extent  they  relate  in any way to the
subject matter hereof.

                  SECTION  16.03.  ASSIGNMENT.  A party  hereto  shall  not
assign  all or any  of its  rights,  obligations  or  benefits  under  this
Agreement  to any  third  party  otherwise  than (i) in  connection  with a
Transfer of its Membership  Interests  pursuant to Article X, (ii) with the
prior  written  consent of the other  party  hereto,  which  consent may be
withheld in such party's sole discretion, (iii) the granting by a Member of
a Security  Interest  to the  Company  pursuant  to  Section  14.05 or (iv)
pursuant to Article V of the Put/Call,  Registration  Rights and Standstill
Agreement, and any attempted assignment not in compliance with this Section
16.03 shall be void ab initio.

                  SECTION 16.04. PARTIES IN INTEREST.  This Agreement shall
inure to the benefit of, and be binding upon,  the parties hereto and their
respective successors, legal representatives and permitted assigns.

                  SECTION  16.05.  COUNTERPARTS.   This  Agreement  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 16.06. AMENDMENT;  Waiver. This Agreement may not
be amended  except in a written  instrument  signed by each of the  parties
hereto and  expressly  stating it is an  amendment to this  Agreement.  Any
failure or delay on the part of any party hereto in exercising any power or
right hereunder shall not operate as a waiver thereof, nor shall any single
or  partial  exercise  of any such  right or power  preclude  any  other or
further  exercise  thereof  or the  exercise  of any  other  right or power
hereunder or otherwise available at law or in equity.

                  SECTION  16.07.  SEVERABILITY.  If any  term,  provision,
covenant,  or restriction of this Agreement or the  application  thereof to
any  person or  circumstance,  at any time or to any  extent,  is held by a
court of  competent  jurisdiction  or other  Governmental  Authority  to be
invalid,  void or  unenforceable,  the remainder of the terms,  provisions,
covenants and  restrictions  of this Agreement (or the  application of such
provision in other  jurisdictions or to persons or circumstances other than
those to which it was held  invalid  or  unenforceable)  shall in no way be
affected,  impaired  or  invalidated,   and  to  the  extent  permitted  by
Applicable Law, any such term, provision,  covenant or restriction shall be
restricted in  applicability or reformed to the minimum extent required for
such to be enforceable. This provision shall be interpreted and enforced to
give effect to the original  written  intent of the parties hereto prior to
the determination of such invalidity or unenforceability.

                  SECTION 16.08.  GOVERNING  LAW. THIS  AGREEMENT  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.  THIS  AGREEMENT  SHALL BE  CONSTRUED IN  ACCORDANCE  WITH SECTION
18-1101 OF THE DELAWARE ACT. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM OR  PROCEEDING  RELATED TO OR ARISING OUT OF THIS  AGREEMENT,  OR ANY
TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.

                  SECTION 16.09. ENFORCEMENT. The parties hereto agree that
irreparable  damage would occur in the event that any of the  provisions of
this Agreement  were not performed in accordance  with their specific terms
or were  otherwise  breached.  It is  accordingly  agreed  that the parties
hereto  shall be  entitled  to an  injunction  or  injunctions  to  prevent
breaches  of this  Agreement  and to  enforce  specifically  the  terms and
provisions of this Agreement in the Delaware Chancery Court;  provided that
if the Delaware  Chancery Court does not have  jurisdiction with respect to
such matter,  the parties hereto shall be entitled to enforce  specifically
the terms  and  provisions  of this  Agreement  in any court of the  United
States  located in the State of Delaware or in Delaware  state court,  this
being in addition to any other  remedy to which they are entitled at law or
in equity.  In addition,  each of the parties hereto (i) consents to submit
itself to the personal  jurisdiction of the Delaware  Chancery Court in the
event  that  any  dispute  arises  out  of  this  Agreement  or  any of the
transactions contemplated by this Agreement;  provided that if the Delaware
Chancery Court does not have jurisdiction with respect to any such dispute,
such party  consents to submit itself to the personal  jurisdiction  of any
Federal court located in the State of Delaware or any Delaware state court,
(ii) agrees to appoint and  maintain an agent in the State of Delaware  for
service of legal process,  (iii) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from
any such  court,  (iv)  agrees  that it will not plead or claim in any such
court that any action relating to this Agreement or any of the transactions
contemplated  by this  Agreement  in any such court has been  brought in an
inconvenient  forum and (v)  agrees  that it will not  initiate  any action
relating to this Agreement or any of the transactions  contemplated by this
Agreement in any court other than (1) the Delaware  Chancery  Court, or (2)
if the Delaware  Chancery Court does not have  jurisdiction with respect to
such action, a Federal court sitting in the State of Delaware or a Delaware
state court.

                  SECTION 16.10. CREDITORS.  None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditor of the
Company or of any Member.

                  SECTION 16.11. NO BILL FOR ACCOUNTING.  In no event shall
either  Member  have  any  right to file a bill  for an  accounting  or any
similar proceeding.

                  SECTION  16.12.  WAIVER OF PARTITION.  Each Member hereby
waives any right to partition of the Company property.

                  SECTION  16.13.  TABLE OF CONTENTS,  HEADINGS AND TITLES.
The table of contents  and section  headings of this  Agreement  and titles
given  to  Exhibits  and  Schedules  to this  Agreement  are for  reference
purposes  only  and  are to be  given  no  effect  in the  construction  or
interpretation of this Agreement.

                  SECTION   16.14.   USE  OF   CERTAIN   TERMS;   RULES  OF
CONSTRUCTION.  As used in this Agreement, the words "herein",  "hereof" and
"hereunder"  and other words of similar import refer to this Agreement as a
whole  and  not  to  any  particular  paragraph,   subparagraph,   section,
subsection  or other  subdivision.  Whenever the context may  require,  any
pronoun used in this Agreement shall include the  corresponding  masculine,
feminine or neuter  forms,  and the  singular  form of nouns,  pronouns and
verbs shall  include the plural and vice versa.  Each party  hereto  agrees
that any rule of  construction to the effect that any ambiguities are to be
resolved   against  the  drafting  party  shall  not  be  employed  in  the
interpretation  or  construction  of  this  Agreement  or  any  Transaction
Document.

                  SECTION 16.15. HOLIDAYS. Notwithstanding any deadline for
payment,  performance,  notice or election  under this  Agreement,  if such
deadline  falls on a date that is not a Business Day, then the deadline for
such payment, perform-ance, notice or election will be extended to the next
succeeding Business Day.

                  SECTION 16.16. THIRD PARTIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person
and  their  respective  successors,  legal  representatives  and  permitted
assigns any rights, remedies or basis for reliance upon, under or by reason
of this Agreement.

                  SECTION 16.17. LIABILITY FOR AFFILIATES. Except where and
to the extent that a contrary intention  otherwise appears,  where a Member
undertakes  to cause its  Affiliates  to take or  abstain  from  taking any
action,  such undertaking  shall mean (i) in the case of any Affiliate that
is controlled by such Member,  that such Member shall cause such  Affiliate
to take or  abstain  from  taking  such  action  and (ii) in the case of an
Affiliate that controls or is under common  control with such Member,  that
such Member  shall use its  commercially  reasonable  best efforts to cause
such  Affiliates  to take or abstain  from  taking such  action;  provided,
however,  that such Member  shall not be required to violate,  or cause any
director of such  Affiliate  to  violate,  any  fiduciary  duty to minority
shareholders of such Affiliate.

                  IN WITNESS WHEREOF, this Agreement has been duly executed
by the Members as of the day and year first above written.


                                MARATHON OIL COMPANY




                                By:
                                Name:  Victor G. Beghini
                                Title: President


                                ASHLAND INC.

                                By:
                                Name:  Paul W. Chellgren
                                Title: Chairman of the Board and Chief Executive
                                        Officer