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





                          PUT/CALL, REGISTRATION RIGHTS

                                       AND

                              STANDSTILL AGREEMENT





                         Dated as of January 1, 1998


                                      among



                              MARATHON OIL COMPANY,


                                USX CORPORATION,


                                  ASHLAND INC.


                                       and


                         MARATHON ASHLAND PETROLEUM LLC
=====================================================================




<PAGE>

                                                               Contents, p. 1

                             TABLE OF CONTENTS

                                                                         Page

                                 ARTICLE I
   Certain Definitions; Adjustable Amounts;Representations and Warranties


         SECTION 1.01.  Definitions........................................2
         SECTION 1.02.  Adjustable Amounts................................17
         SECTION 1.03.  Representations and Warranties....................18

                                 ARTICLE II
                         Special Termination Right

         SECTION 2.01.  Special Termination Right.........................20
         SECTION 2.02.  Special Termination Price.........................20
         SECTION 2.03.  Method of Exercise................................21

                                ARTICLE III
                            Marathon Call Right

         SECTION 3.01.  Marathon Call Right...............................21
         SECTION 3.02.  Marathon Call Price...............................21
         SECTION 3.03.  Method of Exercise................................22
         SECTION 3.04.  Limitation on Marathon's Ability To Exercise
                         its Marathon Call Right..........................22

                                 ARTICLE IV
                             Ashland Put Right

         SECTION 4.01.  Ashland Put Right.................................22
         SECTION 4.02.  Ashland Put Price.................................23
         SECTION 4.03.  Method of Exercise................................26
         SECTION 4.04.  Ashland Put Price Election Notice.................26
         SECTION 4.05.  Limitation on Ashland's Ability To Exercise
                         its Ashland Put Right............................27





<PAGE>

                                                               Contents, p. 2

                                 ARTICLE V
          Termination of Certain Distributions; Revocable Proxies
         SECTION 5.01.  Termination of Certain Distributions..............27
         SECTION 5.02.  Revocable Proxies.................................30

                                 ARTICLE VI
            Determination of the Appraised Value of the Company
         SECTION 6.01.  Determination of Appraised Value of the
                         Company..........................................31

                                ARTICLE VII
            Determination of the Fair Market Value of Securities

         SECTION 7.01.  General...........................................35
         SECTION 7.02.  Determination of Fair Market Value of
                         Marathon Debt Securities.........................35
         SECTION 7.03.  Determination of Fair Market Value of
                         Actively Traded Marathon Equity Securities.......35
         SECTION 7.04.  Determination of Fair Market Value of Non-
                         Actively Traded Marathon Equity Securities.......39

                                ARTICLE VIII
                   Certain Matters Relating to Securities

         SECTION 8.01.  Certain Requirements with Respect to
                         Marathon Debt Securities.........................42
         SECTION 8.02.  Procedures with Respect to the Issuance of
                         Securities.......................................42
         SECTION 8.03.  Holding Period....................................45
         SECTION 8.04.  Manner of Sale of Marathon Equity
                         Securities.......................................45

                                 ARTICLE IX
           Closing; Conditions to Closing; Consequences of Delay

         SECTION 9.01.  Closing...........................................46
         SECTION 9.02.  Conditions to Closing.............................49
         SECTION 9.03.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right
                         Where Ashland Is at Fault........................54


<PAGE>
                                                               Contents, p. 3

         SECTION 9.04.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right
                         Where Marathon or USX Is at Fault................55
         SECTION 9.05.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right
                         Where No Party Is at Fault.......................57
         SECTION 9.06.  Consequences of Delayed Second or Third
                         Scheduled Installment Payment....................58
         SECTION 9.07.  Consequences of a Delayed Closing of the
                         Special Termination Right Where Terminating
                         Member Is at Fault...............................58
         SECTION 9.08.  Consequences of a Delayed Closing of the
                         Special Termination Right Where Non-
                         Terminating Member Is at Fault...................60
         SECTION 9.09.  Consequences of Delayed Closing of Special
                         Termination Right Where No Party Is at
                         Fault............................................62

                                 ARTICLE X
                            Registration Rights

         SECTION 10.01.  Registration upon Request........................63
         SECTION 10.02.  Covenants of the Issuer..........................67
         SECTION 10.03.  Fees and Expenses................................72
         SECTION 10.04.  Indemnification and Contribution.................73
         SECTION 10.05.  Underwriting Agreement; Purchase
                          Agreement.......................................77
         SECTION 10.06.  Undertaking To File Reports......................78

                                 ARTICLE XI
                                 Covenants

         SECTION 11.01.  Cooperation; Commercially Reasonable Best
                          Efforts.........................................78
         SECTION 11.02.  Antitrust Notification; FTC or DOJ
                          Investigation...................................78
         SECTION 11.03.  Governmental Filings re:  Ashland LOOP/LOCAP
                          Interest........................................80
         SECTION 11.04.  Designated Sublease Agreements...................81

<PAGE>
                                                               Contents, p. 4

<PAGE>


                                ARTICLE XII
                            Standstill Agreement

         SECTION 12.01.  Restrictions of Certain Actions by Marathon
                          and USX.........................................83
         SECTION 12.02.  Restrictions of Certain Actions by
                          Ashland.........................................86

                                ARTICLE XIII
                              Indemnification

         SECTION 13.01.  Indemnification re:  Ashland Representatives'
                          Revocable Proxies and the Ashland LOOP/LOCAP
                          Revocable Proxy.................................88
         SECTION 13.02.  Indemnification re:  Marathon Representatives
                          Revocable Proxies...............................89
         SECTION 13.03.  Indemnification re:  Transfer of Economic
                          Interests in the Ashland LOOP/LOCAP Interest
                          to Marathon, the Company or a Person
                          Designated by Marathon..........................89
         SECTION 13.04.  Procedures Relating to Indemnification Under
                          This Article XIII...............................90

                                ARTICLE XIV
 Company Competitive Businesses; Detrimental Activities; Limitations on the

         Company Entering into Valvoline's Business
         SECTION 14.01.  Competitive Businesses...........................90
         SECTION 14.02.  Detrimental Activities...........................94
         SECTION 14.03.  Limitations on the Company Entering into the
                          Valvoline Business..............................96
         SECTION 14.04.  Purchase Price of Competitive Business
                          Assets.........................................103


<PAGE>

                                                               Contents, p. 5

                                 ARTICLE XV
                            Survival; Assignment

         SECTION 15.01.  Survival and Assignment re:  Marathon and
                          USX...........................................106
         SECTION 15.02.  Survival and Assignment re:  Ashland...........107
         SECTION 15.03.  Survival and Assignment re:  the
                          Company.......................................109
         SECTION 15.04.  Assignment and Assumption Agreements...........109
         SECTION 15.05.  Consequences of Unpermitted Assignments........110

                                ARTICLE XVI
                       Dispute Resolution Procedures

         SECTION 16.01.  General........................................110
         SECTION 16.02.  Dispute Notice and Response....................110
         SECTION 16.03.  Negotiation Between Chief Executive
                          Officers......................................110
         SECTION 16.04.  Right to Equitable Relief Preserved............111

                                ARTICLE XVII
                               Miscellaneous

         SECTION 17.01.  Notices........................................111
         SECTION 17.02.  Merger and Entire Agreement....................113
         SECTION 17.03.  Parties in Interest............................113
         SECTION 17.04.  Counterparts...................................113
         SECTION 17.05.  Amendment; Waiver..............................113
         SECTION 17.06.  Severability...................................113
         SECTION 17.07.  GOVERNING LAW..................................114
         SECTION 17.08.  Enforcement....................................114
         SECTION 17.09.  Table of Contents, Headings and Titles.........115
         SECTION 17.10.  Use of Certain Terms; Rules of Construction....115
         SECTION 17.11.  Holidays.......................................115
         SECTION 17.12.  Third Parties..................................115
         SECTION 17.13.  Liability for Affiliates.......................115
         SECTION 17.14.  Schedules......................................116



<PAGE>

                                                               Contents, p. 6

         APPENDIX A Certain Definitions

         SCHEDULE 1.03(c)  Conflicts
         SCHEDULE 1.03(d)  Consents
         SCHEDULE 14.01(a) Competitive Businesses



<PAGE>





                           PUT/CALL,  REGISTRATION  RIGHTS  AND  STANDSTILL
                           AGREEMENT  dated as of January  1,  1998 by
                           and  among   MARATHON  OIL   COMPANY,   an  Ohio
                           corporation  ("Marathon"),  USX  CORPORATION,  a
                           Delaware  corporation  ("USX"),  ASHLAND INC., a
                           Kentucky corporation  ("Ashland"),  and MARATHON
                           ASHLAND   PETROLEUM  LLC,  a  Delaware   limited
                           liability company (the "Company").


                           Preliminary Statement

                  WHEREAS Marathon and Ashland have previously entered into
a Master Formation Agreement dated as of December 12, 1997, relating to the
formation of the Company,  which will own and operate certain of Marathon's
and  Ashland's  respective  petroleum  supply,  refining,   marketing,  and
transportation businesses;

                  WHEREAS Marathon and Ashland have previously entered into
an Asset Transfer and Contribution Agreement dated as of December 12, 1997,
pursuant to which,  among other things,  Marathon and Ashland will transfer
their respective Businesses (as defined below) to the Company;

                  WHEREAS Marathon, USX and Ashland have previously entered
into a Parent Agreement dated as of December 12, 1997;

                  WHEREAS  Marathon  and Ashland  have  entered into an LLC
Agreement  dated as of the date hereof in order to establish the rights and
responsibilities of each of them with respect to the governance,  financing
and operation of the Company;

                  WHEREAS  Marathon  and  Ashland  have  agreed  that under
certain  circumstances,  Ashland will sell to Marathon  and  Marathon  will
purchase from Ashland all of Ashland's Membership Interests and the Ashland
LOOP/LOCAP  Interest (each as defined below), upon the terms and subject to
the conditions set forth herein;


<PAGE>
                                                                          2

                  WHEREAS Marathon and Ashland have agreed that if Marathon
or Ashland elects to terminate the Term of the Company  pursuant to Section
2.03 of the LLC Agreement,  then the non-terminating  Member shall have the
right  to  purchase  from the  terminating  Member  all of the  terminating
Member's Membership Interests, upon the terms and subject to the conditions
set forth herein;

                  WHEREAS  Marathon  and USX have agreed that  Marathon and
USX will grant  Ashland  certain  registration  rights with  respect to any
Securities  (as  defined  below)  that  Marathon  or USX  issues to Ashland
pursuant to this  Agreement in connection  with the purchase by Marathon of
Ashland's Membership  Interests and the Ashland LOOP/LOCAP  Interest,  upon
the terms and subject to the conditions set forth herein;

                  WHEREAS   Marathon   and  USX  have   agreed  to  certain
restrictions  with respect to actions relating to Ashland Voting Securities
(as defined below),  upon the terms and subject to the conditions set forth
herein;

                  WHEREAS Ashland has agreed to certain  restrictions  with
respect to actions  relating to USX Voting  Securities (as defined  below),
upon the terms and subject to the conditions set forth herein; and
                  WHEREAS Marathon,  USX and Ashland have agreed to certain
restrictions with respect to certain of their business activities, upon the
terms and subject to the conditions set forth herein.


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


                                 ARTICLE I

                  Certain Definitions; Adjustable Amounts;
                       Representations and Warranties

                  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,

<PAGE>
                                                                         3

when used herein the following terms have the following meanings:

                  "Actively  Traded  Marathon  Equity   Securities"   means
Marathon  Equity  Securities for which there is an active trading market on
the  National  Market  System  of the  NASDAQ or on a  National  Securities
Exchange during the period  commencing 30 days prior to the Closing Date or
applicable  Installment Payment Date and ending on the Closing Date or such
Installment Payment Date.

                  "Adjustable Amount" has the meaning set forth in Section 1.02.

                  "Adjustable  Amounts Notice" has the meaning set forth in
Section 1.02.

                  "Adjustment Year" has the meaning set forth in Section 1.02.

                  "Agreement" means this Put/Call, Registration Rights, and
Standstill Agreement, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

                  "Appraised Value  Determination Date" has the meaning set
forth in Section 6.01(c).

                  "Appraised  Value of the  Company"  has the  meaning  set
forth in Section 6.01(c).

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

                  "Ashland Exercise Period  Distributions"  has the meaning
set forth in Section 5.01(a)(i).

                  "Ashland LOOP/LOCAP Interest" means (i) the 4.0% interest
in LOOP LLC owned by Ashland on the date  hereof  pursuant  to the  limited
liability company agreement of LOOP LLC dated as of October 18, 1996, among
Ashland,  Marathon Pipe Line  Company,  Murphy Oil  Corporation,  Shell Oil
Company and Texaco Inc. and (ii) the 86.20 shares of common stock of LOCAP,
Inc.  owned by Ashland,  which shares on the date hereof  represent an 8.6%
interest  in  LOCAP,   Inc.;   provided

<PAGE>
                                                                         4

that in the event there is a  reclassification  of the LOOP, LLC membership
interests or the common  stock of LOCAP,  Inc.  into one or more  different
types or classes of securities,  the "Ashland  LOOP/LOCAP  Interest"  shall
instead include such different types or classes of securities.

                  "Ashland  LOOP/LOCAP  Irrevocable  Proxy" has the meaning
set forth in Section 9.02(e).

                  "Ashland LOOP/LOCAP  Revocable Proxy" has the meaning set
forth in Section 5.02(c).

                  "Ashland  Material Adverse Effect" means, for purposes of
Section  1.03,  either  (i) a  material  adverse  effect on the  ability of
Ashland to perform its  obligations  under this Agreement or (ii) an effect
on the business,  operations,  assets, liabilities,  results of operations,
cash flows,  condition  (financial  or otherwise) or prospects of Ashland's
Business  which results in a Loss of two million  dollars  ($2,000,000)  or
more,  or, if such Loss is not  susceptible  to being  measured in monetary
terms, is otherwise materially adverse to Ashland's Business; provided that
any such effect  relating to or  resulting  from any change in the price of
petroleum or petroleum  byproducts,  general economic  conditions or local,
regional,  national or international industry conditions (including changes
in financial or market  conditions)  shall be deemed not to  constitute  an
Ashland Material Adverse Effect.

                  "Ashland   Membership   Interests"   means  the   initial
Membership  Interests  of Ashland  on the date  hereof,  together  with any
additional Membership Interests that Ashland may hereafter acquire.

                  "Ashland Put Exercise  Date" has the meaning set forth in
Section 4.03.

                  "Ashland Put  Exercise  Notice" has the meaning set forth
in Section 4.03.

                  "Ashland  Put Price" has the meaning set forth in Section
4.01.

                  "Ashland  Put Price  Election  Date" has the  meaning set
forth in Section 4.04(b).


<PAGE>
                                                                         5

                  "Ashland Put Price  Election  Notice" has the meaning set
forth in Section 4.04(a).

                  "Ashland  Put Right" has the meaning set forth in Section
4.01.

                  "Ashland  Representatives   Revocable  Proxies"  has  the
meaning set forth in Section 5.02(a).

                  "Ashland  Special  Termination  Right"  means the Special
Termination Right granted to Ashland pursuant to Section 2.01.

                  "Ashland  Voting  Securities"  means  the  securities  of
Ashland (i) having the power under ordinary circumstances to elect at least
a majority of the board of directors of Ashland  (whether or not any senior
class of stock  has  voting  power by reason  of any  contingency)  or (ii)
convertible into or exchangeable for securities of Ashland having the power
under ordinary  circumstances  to elect at least a majority of the board of
directors  of Ashland  (whether or not any senior class of stock has voting
power by reason of any contingency).

                  "Average Annual Level" means for any twelve-month  period
ending on December 31 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.

                  "Base Level" has the meaning set forth in the LLC Agreement.

                  "Base   Rate"   means   a  rate   of   interest   closely
approximating  that of  comparable  term  senior  debt  securities  or debt
obligations  priced to trade at par issued by USX or issued by Marathon and
fully guaranteed by USX, or issued by a firm of comparable credit standing.

                  "Blackout  Period"  has the  meaning set forth in Section
10.01(b).

                  "Bulge   Bracket   Investment   Banking  Firm"  means  an
investment  banking  firm that is  listed  as one of the top 10  investment
banking  firms for all  domestic  equity  issues in terms of the  aggregate
dollar  amount of such issues (with full credit given to the lead  manager)
as  reported  in the

<PAGE>
                                                                         6

latest issue of Investment  Dealers' Digest or a publication (or otherwise)
of similar  national repute which provides  rankings of investment  banking
firms by size of domestic issues.

                  "Bulk  Motor Oil  Business"  has the meaning set forth in
Section 14.03(h).

                  "Cash"  means  United  States   dollars  or   immediately
available funds in United States dollars.

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

                  "Closing Date" has the meaning set forth in Section 9.01(a).

                  "Commission" means the Securities and Exchange Commission
or any successor agency having jurisdiction under the Securities Act.

                  "Company Competitive  Business" has the meaning set forth
in Section 14.01(a).

                  "Company Competitive Business Assets" has the meaning set
forth in Section 14.01(d).

                  "Company  Competitive  Third  Party" has the  meaning set
forth in Section 14.01(d).

                  "Company  Material Adverse Effect" means, for purposes of
Section 1.03, an effect on the business,  operations,  assets, liabilities,
results of operations,  cash flows,  condition  (financial or otherwise) or
prospects of the Company's  Business which results in a Loss of two million
dollars  ($2,000,000) or more, or, if such Loss is not susceptible to being
measured  in  monetary  terms,  is  otherwise  materially  adverse  to  the
Company's Business;  provided that any such effect relating to or resulting
from any change in the price of petroleum or petroleum byproducts,  general
economic conditions or local, regional,  national or international industry
conditions  (including  changes in financial or market conditions) shall be
deemed not to constitute a Company Material Adverse Effect.

                  "Competitive Business Purchase Price" has the meaning set
forth in Section  14.04.


<PAGE>
                                                                         7

                   "Confidential  Information"  has the  meaning set
forth in Section 14.02(b).

                  "Confidentiality  Agreement" has the meaning set forth in
Section 14.02(b).

                  "Delayed  Closing  Date"  has the  meaning  set  forth in
Section 9.03(b).

                  "Delayed  Closing Date  Interest  Period" has the meaning
set forth in Section 9.03(b).

                  "Delayed  Installment  Payment  Date" has the meaning set
forth in Section 9.06.

                  "Delayed  Installment  Payment Date Interest  Period" has
the meaning set forth in Section 9.06.

                  "Demand  Registration"  has  the  meaning  set  forth  in
Section 10.01(a).

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

                  "Disclosing  Party" has the  meaning set forth in Section
14.02(b).

                  "Dispute" has the meaning set forth in Section 16.01.

                  "Dispute Notice" has the meaning set forth in Section 16.02.

                  "Distributable Cash" has the meaning set forth in the LLC
Agreement.

                  "Escrow  Account"  has the  meaning  set forth in Section
5.01(a)(ii)(B).

                  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  "Exercise  Date" means the Special  Termination  Exercise
Date,  the Marathon Call Exercise Date or the Ashland Put Exercise Date, as
applicable.

<PAGE>
                                                                         8

                  "Exercise  Period  Distributions"  means Ashland Exercise
Period  Distributions  or  Marathon  Exercise  Period   Distributions,   as
applicable.

                  "Fair Market  Value" has the meaning set forth in Section
7.01.


                  "14.01(d) Presentation Meeting" has the meaning set forth
in Section 14.01(d).

                  "14.01(d)  Scheduled  Closing  Date" has the  meaning set
forth in Section 14.01(d).

                  "14.03(d)  Offer  Notice"  has the  meaning  set forth in
Section 14.03(d).

                  "14.03(d)  Purchase  Election Notice" has the meaning set
forth on Section 14.03(d).

                  "14.03(d)  Scheduled  Closing  Date" has the  meaning set
forth in Section 14.03(d).

                  "14.03(f)  Offer  Notice"  has the  meaning  set forth in
Section 14.03(f)(i).

                  "14.03(f)  Purchase  Election Notice" has the meaning set
forth in Section 14.03(f)(i).

                  "14.04  Appraisal  Process  Commencement  Date"  has  the
meaning set forth in Section 14.04.

                  "14.04  Appraisal  Report"  has the  meaning set forth in
Section 14.04.

                  "14.04 Initial  Opinion Values" has the meaning set forth
in Section 14.04.

                  "14.04 Subsequent  Appraisal Process  Commencement  Date"
has the meaning set forth in Section 14.04.

                  "14.04 Third Opinion  Value" has the meaning set forth in
Section 14.04.

                  "Fully  Distributed  Sale" has the  meaning  set forth in
Section 8.04.

<PAGE>
                                                                         9

                  "Holding Period" has the meaning set forth in Section 8.03.

                  "Installment  Payment"  has  the  meaning  set  forth  in
Section 4.02(b).

                  "Installment Payment Date" means a Scheduled  Installment
Payment Date or a Delayed Installment Payment Date, as applicable.

                  "Investment  Grade  Rating"  means  a  rating  of BBB- or
higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating
by S&P and Moody's.

                  "Issuer" has the meaning set forth in Section 10.01(a).

                  "Issuer  Material  Adverse  Effect"  means  either  (i) a
material  adverse  effect  on the  ability  of the  Issuer to  perform  its
obligations  under this Agreement or (ii) a material  adverse effect on the
business,  operations,  assets,  liabilities,  results of operations,  cash
flows,  condition  (financial  or otherwise) or prospects of the Issuer and
its subsidiaries, taken as a whole; provided, however, that any such effect
relating  to or  resulting  from any  change in the price of  petroleum  or
petroleum  byproducts,  general  economic  conditions  or local,  regional,
national  or  international   industry  conditions  (including  changes  in
financial or market  conditions)  or any change in  applicable  tax laws or
regulations  shall be deemed not to constitute an Issuer  Material  Adverse
Effect.

                  "LIBOR Rate" means,  for any one-month  period or portion
thereof,  the per annum rate  (rounded to the  nearest  1/10,000 of 1%) for
U.S. dollar  deposits for such one-month  period which appears on Bloomberg
Page DG522a  Equity GPGX as of 11:00 a.m.  London time on the second London
business day preceding the first day of such one-month  period.  "Bloomberg
Page DG522a Equity GPGX" means the display page  designated  "DG522a Equity
GPGX" on the Bloomberg,  L.P.  quotation  service (or  replacement  page or
successor service for displaying comparable rates).

                  "Losses" has the meaning set forth in Section 10.04.

<PAGE>
                                                                         10

                  "Long Term Debt"  means  Indebtedness  with a maturity of
one year or longer.

                  "Maralube  Express Business" has the meaning set forth in
Section 14.03(d)(i).

                  "Marathon  Call Exercise  Date" has the meaning set forth
in Section 3.03.

                  "Marathon Call Exercise Notice" has the meaning set forth
in Section 3.03.

                  "Marathon  Call  Price"  has the  meaning  set  forth  in
Section 3.01.

                  "Marathon  Call  Right"  has the  meaning  set  forth  in
Section 3.01.

                  "Marathon Debt  Securities"  has the meaning set forth in
Section 8.01.

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

                  "Marathon Equity  Securities"  means any of (i) the class
of common stock of USX designated as USX-Marathon  Group Common Stock,  par
value  $1.00  per  share,  (ii) the class of common  equity  securities  of
Marathon or, if USX has  transferred  all of the assets and  liabilities of
the Marathon Group to a Marathon Group  Subsidiary (as such term is defined
in the  Certificate  of  Incorporation  of USX) pursuant to Section 2(a) of
Division I of Article Fourth of the Certificate of Incorporation of USX and
the Board of  Directors  of USX has  declared  that all of the  outstanding
shares of USX-Marathon Group Common Stock be exchanged for shares of common
stock of the Marathon  Group  Subsidiary,  the Marathon  Group  Subsidiary;
provided,  that so long as  Marathon  shall be a  subsidiary  of USX,  such
common equity  securities shall constitute  Marathon Equity Securities only
if such class accounts for USX's primary ownership interest in Marathon, or
(iii) the common  equity  securities  of USX (but only if a single class of
common  equity  securities  of USX  exists),  in each  case (1)  registered
pursuant  to  Section  12 of the  Exchange  Act and (2)  issued to  Ashland
pursuant  to  Section  4.02(c);  provided  that  in the  event  there  is a

<PAGE>
                                                                         11

reclassification  of any of the foregoing  classes of common stock into one
or  more  different  types  or  classes  of  securities,  "Marathon  Equity
Securities"  shall  instead  include  such  different  types or  classes of
securities.

                  "Marathon Exercise Period Distributions" has the meanings
set forth in Section 5.01(b)(i).

                  "Marathon Material Adverse Effect" means, for purposes of
Section  1.03,  either  (i) a  material  adverse  effect on the  ability of
Marathon to perform its obligations  under this Agreement or (ii) an effect
on the business,  operations,  assets, liabilities,  results of operations,
cash flows,  condition  (financial or otherwise) or prospects of Marathon's
Business  which results in a Loss of two million  dollars  ($2,000,000)  or
more,  or, if such Loss is not  susceptible  to being  measured in monetary
terms, is otherwise  materially  adverse to Marathon's  Business;  provided
that any such effect  relating to or resulting from any change in the price
of petroleum or petroleum byproducts, general economic conditions or local,
regional,  national or international industry conditions (including changes
in  financial  or market  conditions)  shall be deemed not to  constitute a
Marathon Material Adverse Effect.

                  "Marathon   Membership   Interests"   means  the  initial
Membership  Interests  of Marathon on the date  hereof,  together  with any
additional Membership Interests that Marathon may hereafter acquire.

                  "Marathon  Representatives  Revocable  Proxies"  has  the
meaning set forth in Section 5.02(b).

                  "Marathon  Special  Termination  Right" means the Special
Termination Right granted to Marathon pursuant to Section 2.01.

                  "Market  Value of the  Company" has the meaning set forth
in Section 6.01(c).

                  "Maximum  Offering  Size"  has the  meaning  set forth in
Section 10.01(e).

                  "Mid-Level Employee" has the meaning set forth in Section
14.02(a)(ii).

<PAGE>
                                                                         12

                  "Minimum  Lube Oil  Purchase  Amount" has the meaning set
forth in Section 14.03(h).

                  "Moody's"  means Moody's  Investors  Service Inc. and any
successor thereto.

                  "National   Securities   Exchange"   means  a  securities
exchange  registered as a national  securities  exchange under Section 6 of
the Exchange Act.

                  "9.04(b) Post-Scheduled Closing Date Distribution Amount"
has the meaning set forth in Section 9.04(b).

                  "9.08(b) Post-Scheduled Closing Date Distribution Amount"
has the meaning set forth in Section 9.08(b).

                  "Non-Terminating  Member"  has the  meaning  set forth in
Section 2.01(a).

                  "Offering   Memorandum"  means  any  offering  memorandum
prepared in  connection  with a sale of  Securities  effected in accordance
with  Section 4(2) or Rule 144A under the  Securities  Act,  including  all
amendments  and  supplements  to such  offering  memorandum,  all  exhibits
thereto  and all  materials  incorporated  by  reference  in such  offering
memorandum.

                  "Other  Holders"  has the  meaning  set forth in  Section
10.01(e).

                  "Packaged  Motor Oil  Business" has the meaning set forth
in Section 14.03(h).

                  "Percentage  Interest"  has the  meaning set forth in the
LLC Agreement.

                  "Permitted  Investments" means any of the following:  (i)
any investment in direct obligations of the United States of America or any
agency thereof or obligations Guaranteed by the United States of America or
any agency thereof; (ii) investments in time deposit accounts, certificates
of deposit and money market  deposits  maturing within 180 days of the date
of acquisition thereof issued by a bank or trust company which is organized
under the laws of the United  States of America,  any state  thereof or any
foreign country  recognized by the United States of America having capital,
surplus and undivided profits

<PAGE>
                                                                         13

aggregating in excess of $250,000,000 (or the foreign  currency  equivalent
thereof)  and whose  Long Term debt is rated "A" (or  higher) by Moody's or
S&P; (iii) repurchase agreements having terms of not more than 30 days that
are (A)  collateralized by underlying  securities of the types described in
clause (i) above having a fair market value at the time the Company  enters
into such repurchase agreements of at least 102% of the principal amount of
such  repurchase  agreements  and (B) entered  into with a bank meeting the
qualifications   described  in  clause  (ii)  above;  (iv)  investments  in
commercial  paper,  maturing  not  more  than 90  days  after  the  date of
acquisition, issued by a corporation (other than an Affiliate of any of the
parties  hereto)  organized  and in existence  under the laws of the United
States of America,  any state thereof or any foreign country  recognized by
the  United  States  of  America  with a rating at the time as of which any
investment  therein is made of both "P-1" (or higher)  according to Moody's
and "A-1" (or higher)  according to S&P; and (v)  investments in securities
with  maturities of six months or less from the date of acquisition  issued
or fully  guaranteed by any state,  commonwealth or territory of the United
States of America,  or by any  political  subdivision  or taxing  authority
thereof, and rated at least "A" by S&P or "A" by Moody's.

                  "Price Index" has the meaning set forth in the LLC Agreement.

                  "Private  Label  Packaged  Motor  Oil  Business"  has the
meaning set forth in Section 14.03(h).

                  "Qualifying Public Offering" has the meaning set forth in
Section 8.04.

                  "Quick  Lube  Business"  has the  meaning  set  forth  in
Section 14.03(h).

                  "Registration Statement" means any registration statement
under the Securities  Act which permits the public  offering of Securities,
including the prospectus  included therein,  all amendments and supplements
to such  registration  statement or  prospectus,  including  post-effective
amendments,   all  exhibits  thereto  and  all  materials  incorporated  by
reference in such registration statement.

                  "Representatives"  has the  meaning  set forth in Section
14.02(b).

<PAGE>
                                                                         14

                  "Response" has the meaning set forth in Section 16.02.

                  "Required  Disclosure"  has  the  meaning  set  forth  in
Section 7.03(a).

                  "Required  Disclosure  Date" has the meaning set forth in
Section 7.03(a).

                  "Scheduled  Closing  Date" has the  meaning  set forth in
Section 9.01(a).

                  "Scheduled  Installment Payment Date" has the meaning set
forth in Section 4.02(b).

                  "Securities"   means  Marathon  Debt  Securities   and/or
Marathon Equity Securities.

                  "Securities Act" means the Securities Act of 1933.

                  "Securities  Document"  has  the  meaning  set  forth  in
Section 8.02.

                  "Senior  Employee"  has the  meaning set forth in Section
14.02(a)(ii).

                  "S&P"  means  Standard  &  Poor's   Corporation  and  any
successor thereto.

                  "7.03(b)  Appraisal  Process  Commencement  Date" has the
meaning set forth in Section 7.03(b).

                  "7.03(b)  Appraisal  Report" has the meaning set forth in
Section 7.03(b).

                  "7.03(b)  Discount  Amount"  has the meaning set forth in
Section 7.03(b).

                  "7.03(b)  Initial  Opinion  Values"  has the  meaning set
forth in Section 7.03(b).

                  "7.03(b) Subsequent  Appraisal Process Commencement Date"
has the meaning set forth in Section 7.03(b).

                  "7.03(b)  Third Opinion  Value" has the meaning set forth
in Section 7.03(b).

<PAGE>
                                                                         15

                  "7.04  Appraisal  Process   Commencement  Date"  has  the
meaning set forth in Section 7.04(b).

                  "7.04  Appraisal  Report"  has the  meaning  set forth in
Section 7.04(b).

                  "7.04  Discount  Amount"  has the  meaning  set  forth in
Section 7.04(b).

                  "7.04 Initial  Opinion  Values" has the meaning set forth
in Section 7.04(b).

                  "7.04 Subsequent Appraisal Process Commencement Date" has
the meaning set forth in Section 7.04(b).

                  "7.04 Third  Opinion  Value" has the meaning set forth in
Section 7.04(b).

                  "6.01  Appraisal  Process   Commencement  Date"  has  the
meaning set forth in Section 6.01(b).

                  "6.01  Appraisal  Report"  has the  meaning  set forth in
Section 6.01(b).

                  "6.01 Initial  Opinion  Values" has the meaning set forth
in Section 6.01(b).

                  "6.01 Subsequent Appraisal Process Commencement Date" has
the meaning set forth in Section 6.01(b).

                  "6.01 Third  Opinion  Value" has the meaning set forth in
Section 6.01(b).

                  "Special  Termination  Exercise Date" has the meaning set
forth in Section 2.03.

                  "Special Termination Exercise Notice" has the meaning set
forth in Section 2.03.

                  "Special  Termination Price" has the meaning set forth in
Section 2.01(a).

                  "Special  Termination Right" has the meaning set forth in
Section 2.01(a).

                  "Tax  Liability"  has the  meaning  set  forth in the LLC
Agreement.

<PAGE>
                                                                         16

                  "Tax    Liability    Distributions"    means   the   cash
distributions to which a Member is entitled  pursuant to Section 5.01(a) of
the LLC Agreement.

                  "Terminating Member" has the meaning set forth in Section
2.01(a).

                  "Terminating  Member's  Membership  Interests"  means, if
Ashland is the Terminating Member, the Ashland Membership Interests and, if
Marathon is the Terminating Member, the Marathon Membership Interests.

                  "Terminating  Member's  Percentage  Interest"  means,  if
Ashland is the Terminating  Member, the Ashland Percentage Interest and, if
Marathon is the Terminating Member, the Marathon Percentage Interest.

                  "Termination Notice" has the meaning set forth in Section
2.01(a).

                  "Trading  Day"  means any day on which the New York Stock
Exchange is open for business.

                  "Underwritten  Public  Offering"  means  an  underwritten
public  offering  of  Securities  pursuant  to  an  effective  Registration
Statement under the Securities Act.

                  "USX  Material  Adverse  Effect"  means,  for purposes of
Section  1.03, a material  adverse  effect on the ability of USX to perform
its obligations under this Agreement.

                  "USX Voting  Securities"  means the securities of USX (i)
having the power under ordinary  circumstances to elect at least a majority
of the board of  directors of USX (whether or not any senior class of stock
has voting power by reason of any  contingency) or (ii) convertible into or
exchangeable  for  securities  of  USX  having  the  power  under  ordinary
circumstances to elect at least a majority of the board of directors of USX
(whether or not any senior class of stock has voting power by reason of any
contingency); provided, that each class of common equity securities of USX,
and any securities of USX  convertible  into or  exchangeable  for any such
class,  shall constitute USX Voting  Securities  regardless of whether such
class  has the  power  under  ordinary  circumstances  to  elect at least a
majority of the board of directors of USX.

<PAGE>
                                                                         17

                  "Valvoline" has the meaning set forth in Section 14.03(h).

                  "Valvoline Business" has the meaning set forth in Section
14.03(h).

                  "Valvoline  Competitive  Business Assets" has the meaning
set forth in Section 14.03(d).

                  "Valvoline  Competitive  Third Party" has the meaning set
forth in Section 14.03(d).

                  "Weighted  Average  Price" has the  meaning  set forth in
Section 7.03(a).

                  SECTION  1.02.   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 (a) the
month of December,  2002 and (b) thereafter,  the month of December in each
five  year  anniversary  of the year 2002 (the year 2002 and each such five
year anniversary being an "Adjustment  Year"),  the Company shall determine
whether the Average Annual Level for the applicable Adjustment Year exceeds
the Base Level. If the Company determines that the Average Annual Level for
such  Adjustment  Year  exceeds  the Base  Level,  then the  Company  shall
increase or decrease each of the following  amounts  (each,  an "Adjustable
Amount") to an amount  calculated by  multiplying  the relevant  Adjustable
Amount by a fraction  whose  numerator is the Average Annual Level for such
Adjustment  Year  and  whose  denominator  is the Base  Level:  (i) the two
million dollars ($2,000,000) amount set forth in the definition of "Ashland
Material Adverse Effect";  (ii) the two million dollars ($2,000,000) amount
set forth in the definition of "Company Material Adverse Effect"; (iii) the
two million  dollars  ($2,000,000)  amount set forth in the  definition  of
"Marathon Material Adverse Effect";  (iv) the $250 million amount set forth
in clause (ii) of the  definition  of  "Permitted  Investments"  in Section
1.01; and (v) the $100 million and $25 million amounts set forth in Section
10.01(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 (an "Adjustable Amounts Notice") setting
forth: (A) the amount by which the Average Annual Level for such Adjustment
Year exceeded the

<PAGE>
                                                                         18

Base  Level  and  (B)  the  calculations  of any  adjustments  made  to the
Adjustable  Amounts  pursuant to this Section 1.02. Any adjustment  made to
the Adjustable  Amounts pursuant to this Section 1.02 shall be effective as
of the date on which  the  Company  delivers  to the  Members  the  related
Adjustable Amounts Notice.

                  SECTION 1.03.  Representations  and  Warranties.  Each of
Marathon and USX represents and warrants to Ashland, and Ashland represents
and  warrants  to each of  Marathon  and USX,  in each  case as of the date
hereof and will be  required  to  represent  and  warrant as of any Closing
Date, as follows:

                  (a) Due  Organization,  Good Standing and Power.  It is a
         corporation duly organized,  validly existing and in good standing
         under the laws of the jurisdiction of its  incorporation  with the
         power and  authority  to own,  lease and operate its assets and to
         conduct the  business  now being or to be  conducted  by it. It is
         duly authorized, qualified or licensed to do business as a foreign
         corporation or other  organization in good standing in each of the
         jurisdictions  in which its right,  title or interest in or to any
         of the assets held by it or the business  conducted by it requires
         such authorization,  qualification or licensing,  except where the
         failure  to be  so  authorized,  qualified,  licensed  or in  good
         standing  would not have and would not  reasonably  be expected to
         have,  individually  or in  the  aggregate,  a  Marathon  Material
         Adverse  Effect,  a USX  Material  Adverse  Effect  or an  Ashland
         Material Adverse Effect,  as the case may be. It has all requisite
         power and  authority to enter into this  Agreement  and to perform
         its obligations hereunder.

                  (b)  Authorization   and  Validity  of  Agreements.   The
         execution   and  delivery  by  it  of  this   Agreement   and  the
         consummation by it of the  transactions  contemplated  hereby have
         been duly  authorized  and approved by all necessary  corporate or
         other action on its part.  This  Agreement  has been duly executed
         and  delivered  by it.  This  Agreement  is its  legal,  valid and
         binding obligation,  enforceable against it in accordance with its
         terms.

                  (c) Lack of  Conflicts.  Except as set forth on  Schedule
         1.03(c) to the  Marathon,  USX or Ashland  Put/Call,  Registration
         Rights and Standstill  Disclosure

<PAGE>
                                                                         19

         Letter, as applicable, neither the execution and delivery by it of
         this  Agreement  nor the  consummation  by it of the  transactions
         contemplated  hereby does or will (i) conflict  with, or result in
         the breach of any  provision of, its charter or by-laws or similar
         governing or organizational  documents or any of its subsidiaries,
         (ii)  violate  any  Applicable  Law or any permit,  order,  award,
         injunction,  decree  or  judgment  of any  Governmental  Authority
         applicable to or binding upon it or any of its  subsidiaries or to
         which any of their  respective  properties  or assets is  subject,
         (iii)   violate,   conflict  with  or  result  in  the  breach  or
         termination  of, or  otherwise  give any other person the right to
         terminate,  or  constitute  a  default,  an event of default or an
         event which with notice, lapse of time or both, would constitute a
         default or an event of default  under the terms of, any  mortgage,
         indenture, deed of trust or lease or other agreement or instrument
         to which it or any of its  subsidiaries is a party or by which any
         of their respective  properties or assets is subject,  except,  in
         the case of clauses (ii) or (iii), for such violations, conflicts,
         breaches, terminations and defaults which would not have and would
         not  reasonably  be  expected  to have,  individually,  a  Company
         Material Adverse Effect.

                  (d) No Consents.  Except as set forth on Schedule 1.03(d)
         to the Marathon, USX or Ashland Put/Call,  Registration Rights and
         Standstill  Disclosure  Letter,  as  applicable,  no  Governmental
         Approval or other  consent is required by it for the execution and
         delivery by it of this  Agreement or for the  consummation  of the
         transactions  contemplated hereby except (a) for such Governmental
         Approvals  or  other   consents  as  have  been  obtained  or  are
         contemplated  hereby to be obtained after Closing or (b) where the
         failure to obtain such  Governmental  Approvals or other  consents
         would not have and  would  not  reasonably  be  expected  to have,
         individually, a Company Material Adverse Effect.



<PAGE>
                                                                         20

                                 ARTICLE II

                         Special Termination Right

                  SECTION 2.01.  Special  Termination Right. (a) If Ashland
or Marathon (the  "Terminating  Member")  notifies the Board of Managers of
the Company and the other Member (the "Non-Terminating  Member") in writing
pursuant to Section  2.03 of the LLC  Agreement  that it wants to terminate
the term of the  Company at the end of the Initial  Term or any  succeeding
10-year  period  (any such  notice  being a  "Termination  Notice"),  then,
subject to  Section  2.01(b),  the  Non-Terminating  Member  shall have the
right,  exercisable  at any time during the 180-day  period  following  its
receipt from the Terminating  Member of a Termination  Notice,  to purchase
from the  Terminating  Member on the  Scheduled  Closing Date (the "Special
Termination Right"), and the Terminating Member shall thereupon be required
to sell to the Non-Terminating Member on the Scheduled Closing Date, all of
its  Membership  Interests  and, in the  circumstance  where Ashland is the
Terminating  Member,  the Ashland  LOOP/LOCAP  Interest,  for an  aggregate
amount equal to the purchase  price (the "Special  Termination  Price") set
forth in Section 2.02(a), plus interest on the Special Termination Price at
a rate per annum equal to the Base Rate,  with daily  accrual of  interest,
for the period  commencing  on the Special  Termination  Exercise  Date and
ending on the Scheduled  Closing Date. The Special  Termination Right shall
automatically terminate at the close of business on the 180th day following
the  Non-Terminating  Member's  receipt  of a  Termination  Notice,  unless
previously  exercised by the Non-Terminating  Member in accordance with the
provisions of Section 2.03.

                  (b) Notwithstanding anything to the contrary contained in
Section 2.01(a),  if Marathon and Ashland each deliver a Terminating Notice
to the Board of Managers of the Company and the other Member,  then neither
Marathon nor Ashland shall have a Special Termination Right.

                  SECTION 2.02. Special  Termination Price. (a) Amount. The
Special  Termination  Price shall be an amount  equal to the product of (i)
100%  of the  Appraised  Value  of  the  Company  multiplied  by  (ii)  the
Terminating Member's Percentage Interest.


<PAGE>
                                                                         21

                  (b) Timing of Payment.  The Non-Terminating  Member shall
pay the entire Special  Termination  Price,  together with accrued interest
calculated as set forth in Section 2.01, on the Scheduled Closing Date.

                  (c) Form of  Consideration.  The  Non-Terminating  Member
shall pay the Special Termination Price, and all accrued interest, in Cash.

                  SECTION  2.03.  Method of Exercise.  The  Non-Terminating
Member shall  exercise its Special  Termination  Right by delivering to the
Terminating  Member a notice of such  exercise  (the  "Special  Termination
Exercise  Notice").  The date of the  Terminating  Member's  receipt of the
Special  Termination  Exercise Notice shall be deemed to be the date of the
Non-Terminating  Member's  exercise of its Special  Termination  Right (the
"Special  Termination  Exercise Date") and, except as expressly provided in
Sections  9.08(a) and 9.09, the  Non-Terminating  Member's  exercise of its
Special Termination Right shall thereafter be irrevocable.


                                ARTICLE III

                            Marathon Call Right

                  SECTION  3.01.  Marathon  Call Right.  Subject to Section
3.04, at any time on and after  December 31, 2004,  Marathon shall have the
right to purchase from Ashland on the Scheduled Closing Date (the "Marathon
Call Right"),  and Ashland shall  thereupon be required to sell to Marathon
on the Scheduled  Closing Date, all of Ashland's  Membership  Interests and
the Ashland  LOOP/LOCAP  Interest,  for an  aggregate  amount  equal to the
purchase price (the  "Marathon  Call Price") set forth in Section  3.02(a),
plus  interest on the Marathon  Call Price at a rate per annum equal to the
Base Rate, with daily accrual of interest, for the period commencing on the
Marathon Call Exercise Date and ending on the Scheduled Closing Date.

                  SECTION  3.02.  Marathon  Call  Price.  (a)  Amount.  The
Marathon  Call Price shall be an amount equal to the product of (i) 115% of
the Appraised Value of the Company multiplied by (ii) Ashland's  Percentage
Interest.


<PAGE>
                                                                         22

                  (b)  Timing of  Payment.  Marathon  shall pay the  entire
Marathon Call Price, together with accrued interest calculated as set forth
in Section 3.01, on the Scheduled Closing Date.

                  (c)  Form  of  Consideration.   Marathon  shall  pay  the
Marathon Call Price, and all accrued interest, in Cash.

                  SECTION 3.03. Method of Exercise. Marathon shall exercise
its Marathon  Call Right by delivering to Ashland a notice of such exercise
(the "Marathon Call Exercise Notice"). The date of Ashland's receipt of the
Marathon Call Exercise  Notice shall be deemed to be the date of Marathon's
exercise of its Marathon Call Right (the  "Marathon  Call  Exercise  Date")
and, except as expressly  provided in Sections  9.03(a),  9.04(a) and 9.05,
Marathon's  exercise  of  its  Marathon  Call  Right  shall  thereafter  be
irrevocable.

                  SECTION  3.04.   Limitation  on  Marathon's   Ability  To
Exercise its Marathon  Call Right.  If prior to the Marathon  Call Exercise
Date, Ashland elects to Transfer its Membership  Interests to a third party
pursuant  to  Section  10.01(c)  of the LLC  Agreement,  and in  connection
therewith  delivers to Marathon  the  requisite  Offer  Notice  pursuant to
Section  10.04 of the LLC  Agreement,  Marathon  shall not be  permitted to
exercise its  Marathon  Call Right for a period  commencing  on the date of
Marathon's  receipt of such Offer  Notice and ending on the earliest of (i)
120 days  (or 270  days if a  second  request  has  been  made  under  HSR)
following such receipt,  (ii) the closing of such  Transfer,  and (iii) the
date such proposed  Transfer by Ashland shall have been finally  abandoned.
After such period, Marathon shall be entitled to exercise its Marathon Call
Right.


                                 ARTICLE IV

                             Ashland Put Right

                  SECTION 4.01. Ashland Put Right. Subject to Section 4.05,
at any time after  December 31, 2004,  Ashland shall have the right to sell
to Marathon on the Scheduled  Closing Date (the  "Ashland Put Right"),  and
Marathon  shall  thereupon  be  required to  purchase  from  Ashland on the
Scheduled  Closing  Date,  all of Ashland's  Membership  Interests  and the
Ashland LOOP/LOCAP Interest,  for an

<PAGE>
                                                                         23

aggregate  amount equal to the purchase price (the "Ashland Put Price") set
forth in Section  4.02,  plus interest on the Ashland Put Price (or, in the
event that  Marathon  elects to pay the Ashland Put Price in  installments,
any unpaid  portion of the  Ashland Put Price) at a rate per annum equal to
the Base Rate, with daily accrual of interest, for the period commencing on
the Ashland Put Exercise Date and ending on the Scheduled Closing Date (or,
in the  event  that  Marathon  elects  to pay  the  Ashland  Put  Price  in
installments, on the applicable Scheduled Installment Payment Date).

                  SECTION 4.02.  Ashland Put Price. (a) Amount. The Ashland
Put Price  shall be an amount  equal to the sum of (i) for that  portion of
the  Ashland  Put Price to be paid to Ashland in Cash or in  Marathon  Debt
Securities,  an amount  equal to the  product  of (x) 85% of the  Appraised
Value  of the  Company  multiplied  by (y)  Ashland's  Percentage  Interest
multiplied  by (z) the  percentage  of the  Ashland Put Price to be paid to
Ashland in Cash  and/or in  Marathon  Debt  Securities,  plus (ii) for that
portion of the Ashland  Put Price to be paid to Ashland in Marathon  Equity
Securities,  an amount  equal to the  product  of (x) 90% of the  Appraised
Value  of the  Company  multiplied  by (y)  Ashland's  Percentage  Interest
multiplied  by (z) the  percentage  of the  Ashland Put Price to be paid to
Ashland in Marathon Equity Securities.

                  (b)  Timing  of  Payment.  Subject  to  Section  4.02(d),
Marathon  shall have the right to elect,  by  specifying in the Ashland Put
Price  Election  Notice,  to (i) pay the  entire  Ashland  Put Price on the
Scheduled  Closing  Date or (ii) pay the  Ashland  Put Price in three equal
installments (each an "Installment Payment"), in either case, together with
accrued  interest  calculated  as set forth in Section  4.01.  If  Marathon
elects to pay the Ashland  Put Price in  installments,  Marathon  shall pay
Ashland (x) the first  Installment  Payment on the Scheduled  Closing Date;
(y)  the  second  Installment  Payment  on  the  first  anniversary  of the
Scheduled Closing Date; and (z) the third Installment Payment on the second
anniversary  of  the  Scheduled  Closing  Date  (each  such  date  being  a
"Scheduled  Installment Payment Date"), in each case, together with accrued
interest calculated as set forth in Section 4.01.

                  (c) Form of  Consideration.  Subject to Section  4.02(d),
Marathon  shall have the right to elect,  by  specifying  in an Ashland Put
Price Election Notice, to pay

<PAGE>
                                                                         24

the Ashland Put Price (i) entirely in Cash or (ii) in a combination of Cash
and Securities; provided that at least 50% of the Ashland Put Price (and at
least  50%  of  each  Installment  Payment  if  Marathon  elects  to pay in
installments) shall consist of Cash; provided further,  that the sum of (x)
the Fair Market  Value of any  Securities  issued to Ashland on the Closing
Date (or on any Installment  Payment Date) plus (y) the amount of Cash paid
to Ashland on the Closing  Date (or on such  Installment  Payment  Date) in
respect of the Ashland Put Price,  in each case  exclusive  of any interest
paid  thereon,  shall  equal  the  Ashland  Put  Price  (or the  applicable
Installment Payment); and provided further, that in no event shall Marathon
or USX issue to Ashland an amount of Marathon Equity  Securities that would
cause  Ashland to own,  directly  or  indirectly,  at the Closing or on any
Scheduled  Installment  Payment  Date in the  aggregate  10% or more of the
number of shares  of such  class of  Marathon  Equity  Securities  that are
outstanding on the Closing Date and are publicly held (it being  understood
and agreed that for  purposes of this Section  4.02(c),  any shares of such
class of Marathon Equity Securities that are either held by Marathon or any
of its  Affiliates  or subject to  restrictions  on  transfer  shall not be
considered publicly held). Marathon shall pay all accrued interest in Cash.

                  (d)  Consequences  of Failure to Make Certain  Elections.
Notwithstanding anything to the contrary in this Agreement:

                  (i) if  Marathon  fails to  deliver to Ashland an Ashland
         Put Price  Election  Notice within the  requisite  time period set
         forth in Section  4.04(a) or if  Marathon  delivers  to Ashland an
         Ashland  Put Price  Election  Notice  that  states that the entire
         Ashland  Put  Price  will be paid at  Closing  but does not  state
         whether  any  portion  of the  Ashland  Put Price  will be paid in
         Securities,  Marathon shall  thereafter be required to pay Ashland
         the entire Ashland Put Price in Cash on the Closing Date;

                  (ii) if Marathon delivers to Ashland an Ashland Put Price
         Election Notice pursuant to Section 4.04(a) that does not indicate
         whether  it  is   electing   to  pay  the  Ashland  Put  Price  in
         installments, Marathon shall thereafter be required to pay Ashland
         the entire Ashland Put Price on the Closing Date;


<PAGE>
                                                                         25

                  (iii) if  Marathon  delivers  to Ashland  an Ashland  Put
         Price Election  Notice  pursuant to Section  4.04(a) that does not
         indicate the form of consideration regarding the Ashland Put Price
         (or,  if such  Ashland  Put  Price  Election  Notice  states  that
         Marathon has elected to pay the Ashland Put Price in installments,
         the first  Installment  Payment),  Marathon  shall  thereafter  be
         required  to pay  Ashland  the entire  Ashland Put Price (or first
         Installment Payment) in Cash on the Closing Date;

                  (iv) if  Marathon  has  elected in its  Ashland Put Price
         Election Notice  delivered  pursuant to Section 4.04(b) to pay the
         Ashland Put Price in installments and thereafter if Marathon fails
         to deliver to Ashland an Ashland Put Price Election  Notice within
         the  requisite  time  period set forth in Section  4.04(b) for any
         Scheduled  Installment  Payment Date, Marathon shall thereafter be
         required to pay Ashland the entire Installment  Payment in Cash on
         the applicable Installment Payment Date;

                  (v) if Marathon  elects in any Ashland Put Price Election
         Notice to issue (or to have USX issue) to Ashland  Actively Traded
         Marathon  Equity  Securities  on the Closing  Date (or  applicable
         Installment  Payment  Date) and at any time  prior to the  Closing
         Date (or such Installment Payment Date), such Securities cease for
         whatever reason to be Actively Traded Marathon Equity  Securities,
         Marathon  shall  thereafter  be required to pay Ashland the entire
         Ashland Put Price (or the applicable  Installment Payment) in Cash
         on the Closing Date (or applicable Installment Payment Date); and

                  (vi) if Marathon elects in any Ashland Put Price Election
         Notice to issue (or to have USX issue) to Ashland  Actively Traded
         Marathon  Equity  Securities  on the Closing  Date (or  applicable
         Installment  Payment Date) and Marathon  fails to give the related
         Required  Disclosure on the applicable  Required  Disclosure Date,
         Marathon shall thereafter be required to pay to Ashland the entire
         Ashland Put Price (or the applicable  Installment Payment) in Cash
         on the Closing Date (or on such Installment Payment Date).


<PAGE>
                                                                         26

                  SECTION  4.03.  Method of Exercise.  Ashland may exercise
its Ashland Put Right by  delivering  to Marathon a notice of such exercise
(the "Ashland Put Exercise Notice").  The date of Marathon's receipt of the
Ashland Put  Exercise  Notice  shall be deemed to be the date of  Ashland's
exercise of its Ashland Put Right (the  "Ashland Put  Exercise  Date") and,
except  as  expressly  provided  in  Sections  9.03(a),  9.04(a)  and 9.05,
Ashland's   exercise  of  its  Ashland  Put  Right  shall   thereafter   be
irrevocable.

                  SECTION  4.04.  Ashland Put Price  Election  Notice.  (a)
Notice re:  Closing.  Within five Business  Days after the Appraised  Value
Determination  Date,  Marathon  shall notify  Ashland (a "Ashland Put Price
Election  Notice") as to (i) whether it elects to pay the Ashland Put Price
(A) entirely at Closing or (B) in three equal installments and (ii) whether
Marathon  elects to pay part of the Ashland Put Price or first  Installment
Payment, as applicable, at Closing in Securities,  and, if so, (A) the name
of the issuer of such Securities,  (B) the type of such Securities, (C) the
portion  of  the  Ashland  Put  Price  or  first  Installment  Payment,  as
applicable,  which will be  comprised  of such  Securities,  (D) whether it
elects to impose a Holding  Period with  respect to any of such  Securities
and (E) the length of any such Holding Period.

                  (b) Notices re:  Second and Third  Scheduled  Installment
Payment  Dates.  Within  45 days  prior  to each of the  second  and  third
Scheduled Installment Payment Dates, if applicable,  Marathon shall deliver
to Ashland  an Ashland  Put Price  Election  Notice as to whether  Marathon
elects to pay part of the  applicable  Installment  Payment in  Securities,
and, if so, (i) the name of the issuer of such Securities, (ii) the type of
Securities,  (iii) the portion of the applicable  Installment Payment which
will be  comprised of such  Securities,  (iv) whether it elects to impose a
Holding Period with respect to any of such Securities and (v) the length of
any such Holding Period.  The date of Ashland's  receipt of any Ashland Put
Price  Election  Notice is  referred  to herein as the  "Ashland  Put Price
Election Date" with respect to such Ashland Put Price Election Notice.

                  (c) Additional Information With Respect to Securities. If
Marathon  elects to pay any part of the  Ashland  Put Price in  Securities,
then in addition to the information  provided to Ashland in the Ashland Put
Price  Election  Notice  pursuant to Section  4.04(a) or 4.04(b),

<PAGE>
                                                                         27

Marathon shall provide Ashland and its advisors with any other  information
concerning  such  Securities  that Ashland or its  advisors may  reasonably
request.

                  (d) Irrevocability of Elections.  Marathon's elections as
set forth in an Ashland Put Price Election Notice shall be irrevocable upon
Ashland's receipt of such Ashland Put Price Election Notice;  provided that
at any time  prior  to the  date  that is ten  Business  Days  prior to the
Closing Date (or applicable  Installment  Payment Date) Marathon shall have
the right to change a  previous  election  to pay part of the  Ashland  Put
Price (or applicable  Installment  Payment) in Securities to an election to
pay a greater  portion of or the entire  Ashland  Put Price (or  applicable
Installment  Payment) in Cash, or to change a previous  election to pay the
Ashland  Put Price in  installments  to an  election  to pay the  entire or
remaining Ashland Put Price on the Closing Date (or applicable  Installment
Payment Date).

                  SECTION 4.05. Limitation on Ashland's Ability To Exercise
its Ashland Put Right. If prior to the Ashland Put Exercise Date,  Marathon
elects  to  Transfer  all of its  Membership  Interests  to a  third  party
pursuant  to  Section  10.01(c)  of the LLC  Agreement,  and in  connection
therewith  delivers  to Ashland  the  requisite  Offer  Notice  pursuant to
Section  10.04 of the LLC  Agreement,  Ashland  shall not be  permitted  to
exercise  its  Ashland  Put  Right for a period  commencing  on the date of
Ashland's receipt of such Offer Notice and ending on the earlier of (i) 120
days (270 days if a second  request has been made under HSR) following such
receipt,  (ii) the  closing  of such  Transfer,  and  (iii)  the date  such
proposed Transfer by Marathon shall have been finally abandoned. After such
period, Ashland shall be entitled to exercise its Ashland Put Right.


                                 ARTICLE V

          Termination of Certain Distributions; Revocable Proxies

                  SECTION 5.01. Termination of Certain  Distributions.  (a)
Distributions to Ashland.  (i) Subject to Sections 9.04(a),  9.05,  9.08(a)
and 9.09, in the event that  Marathon  exercises its Marathon Call Right or
its Special  Termination  Right, or in the event that Ashland exercises its
Ashland Put Right, then on the relevant

<PAGE>
                                                                         28

Exercise Date, Ashland shall cause each of its Representatives to authorize
Marathon's  Representatives  to cause the Company to withhold  from Ashland
all distributions of Distributable Cash and all Tax Liability Distributions
that Ashland would  otherwise be entitled to receive  pursuant to Article V
of the LLC Agreement  during the period from the relevant  Exercise Date to
the Closing Date, other than (i) all  distributions  of Distributable  Cash
and Tax Liability Distributions that are attributable to any Fiscal Quarter
that ends on or prior to the close of  business  on the  relevant  Exercise
Date, (ii) a pro rata portion of all  distributions of  Distributable  Cash
and Tax Liability  Distributions  that are attributable to the portion of a
Fiscal  Quarter that begins prior to the  relevant  Exercise  Date and that
ends after such  Exercise  Date and (iii) all Tax  Liability  Distributions
that are attributable to the period from the relevant  Exercise Date to the
Closing Date to the extent that Ashland has any Tax  Liability  during such
period ("Ashland Exercise Period Distributions").

                  (ii) Any Ashland Exercise Period  Distributions  withheld
from Ashland  pursuant to Section  5.01(a)(i)  shall be  distributed by the
Company as follows:

                  (A) if at the  time  such  distribution  is so  withheld,
         either (1) USX's Long Term Debt has an Investment Grade Rating and
         USX has agreed in writing to guarantee (which guarantee shall be a
         guarantee of payment) Marathon's  obligations to pay to Ashland in
         the circumstances set forth in Sections 9.04(a) and 9.05 (pursuant
         to  a  guarantee  agreement  in  form  and  substance   reasonably
         satisfactory  to Ashland and its counsel) or (2)  Marathon's  Long
         Term Debt has an Investment  Grade Rating,  then the Company shall
         pay  such  Ashland  Exercise  Period  Distributions   directly  to
         Marathon; and

                  (B) if at the time such distribution is so withheld,  (1)
         Marathon's Long Term Debt does not have an Investment Grade Rating
         and  (2)  either  (x)  USX's  Long  Term  Debt  does  not  have an
         Investment  Grade  Rating  or (y)  USX's  Long  Term  Debt  has an
         Investment  Grade  Rating  but USX has not  agreed in  writing  to
         guarantee  Marathon's payment obligations  described in clause (2)
         of subparagraph (A) above, then Marathon's  Representatives  shall
         cause the Company to, and the Company  shall,  deposit all Ashland
         Exercise  Period

<PAGE>
                                                                         29

         Distributions  into an escrow  account  to be  established  by the
         Company (the "Escrow  Account")  and to release such deposits from
         the Escrow  Account only in accordance  with this  Agreement.  All
         amounts in the Escrow  Account shall be invested only in Permitted
         Investments.

                  (b)  Distributions  to Marathon.  (i) Subject to Sections
9.08(a)  and  9.09,  in  the  event  that  Ashland  exercises  its  Special
Termination Right in accordance with the terms hereof,  then on the Special
Termination Exercise Date, Marathon shall cause each of its Representatives
to  authorize  Ashland's  Representatives  to cause the Company to withhold
from Marathon all distributions of Distributable Cash and all Tax Liability
Distributions that Marathon would otherwise be entitled to receive pursuant
to  Article V of the LLC  Agreement  during  the  period  from the  Special
Termination  Exercise  Date  to  the  Closing  Date,  other  than  (A)  all
distributions of Distributable  Cash and Tax Liability  Distributions  that
are  attributable  to any Fiscal Quarter that ends on or prior to the close
of  business  on the  Special  Termination  Exercise  Date,  (B) a pro rata
portion  of all  distributions  of  Distributable  Cash  and Tax  Liability
Distributions that are attributable to the portion of a Fiscal Quarter that
begins prior to the Special  Termination  Exercise Date and that ends after
the  Special   Termination   Exercise   Date  and  (C)  all  Tax  Liability
Distributions  that  are  attributable  to  the  period  from  the  Special
Termination  Exercise  Date to the Closing Date to the extent that Marathon
has any  Tax  Liability  during  such  period  ("Marathon  Exercise  Period
Distributions").

                  (ii) Any Marathon Exercise Period Distributions  withheld
from  Ashland  pursuant  to Section  5.01(a)  shall be  distributed  by the
Company as follows:

                  (A) if at the  time  such  distribution  is so  withheld,
         Ashland's Long Term Debt has an Investment Grade Rating,  then the
         Company  shall pay such  Marathon  Exercise  Period  Distributions
         directly to Ashland; and

                  (B) if at the  time  such  distribution  is so  withheld,
         Ashland's Long Term Debt does not have an Investment Grade Rating,
         then Ashland's Representatives shall cause the Company to, and the
         Company shall,  deposit all Marathon Exercise Period Distributions
         into an Escrow  Account  and to  release  such  deposits  from the


<PAGE>
                                                                         30

         Escrow Account only in accordance with this Agreement. All amounts
         in  the  Escrow  Account  shall  be  invested  only  in  Permitted
         Investments.

                  SECTION   5.02.    Revocable    Proxies.    (a)   Ashland
Representatives  Revocable  Proxies.  Subject to  Sections  9.04(a),  9.05,
9.08(a) and 9.09,  in the event that  Marathon  exercises its Marathon Call
Right or its  Special  Termination  Right,  or in the  event  that  Ashland
exercises  its  Ashland  Put Right,  then on the  relevant  Exercise  Date,
Ashland  shall  cause each of its  Representatives  to grant to  Marathon's
Representatives a proxy (the "Ashland  Representatives  Revocable Proxies")
which  shall  authorize  Marathon's  Representatives  to cast each  Ashland
Representative's  vote at a Board of Managers'  meeting (but not by written
consent in lieu of a meeting in accordance  with Section 8.04(h) of the LLC
Agreement  unless Marathon shall have given Ashland prior written notice of
the  specific  action to be taken by such  written  consent) in favor of or
against any of the Super Majority  Decisions  described in Sections 8.08 of
the LLC  Agreement,  as  Marathon's  Representatives  shall,  in their sole
discretion, determine, other than any vote with respect to a Super Majority
Decision described in Sections 8.08(c) (admission of a new Member; issuance
of  additional   Membership   Interests),   8.08(d)   (additional   capital
contributions), 8.08(i) (change in Company's independent auditors), 8.08(j)
(amendments  to LLC  Agreement  or  other  Transaction  Documents  to which
Company or its  subsidiaries  is a party),  8.08(l)  (bankruptcy),  8.08(m)
(modification of provisions re:  distributions  of  Distributable  Cash) or
8.08(q) (delegation to a Member of power to unilaterally bind the Company),
with respect to which Ashland's  Representatives  shall retain all of their
rights and authority to vote;  provided that Marathon  shall not, and shall
cause  each of its  Representatives  not to,  take any action  through  the
exercise  of the  Ashland  Representatives  Revocable  Proxies to cause the
Company's  status as a  partnership  for  Federal  income tax  purposes  to
terminate prior to the Closing Date.

                  (b) Marathon  Representative  Revocable Proxy. Subject to
Sections 9.08(a) and 9.09, in the event that Ashland  exercises its Special
Termination Right, then on the Special Exercise Date,  Marathon shall cause
each of its  Representatives to grant to Ashland's  Representatives a proxy
(the "Marathon  Representatives  Revocable  Proxies") which shall authorize
Ashland's  Representatives to cast each

<PAGE>
                                                                         31

Marathon  Representative's vote at a Board of Managers' meeting (but not by
written  consent in lieu of a meeting in accordance with Section 8.04(h) of
the LLC Agreement  unless  Ashland shall have given  Marathon prior written
notice of the specific action to be taken by such written consent) in favor
of or against any of the Super  Majority  Decisions  described  in Sections
8.08 of the LLC Agreement,  as Ashland's  Representatives  shall,  in their
sole  discretion,  determine,  other than any vote with  respect to a Super
Majority Decision described in Section 8.08(c),  8.08(d), 8.08(i), 8.08(j),
8.08(l), 8.08(m) or 8.08(q) (except as expressly provided in Section 5.01),
with respect to which Marathon's  Representatives shall retain all of their
rights and  authority to vote;  provided  that Ashland shall not, and shall
cause  each of its  Representatives  not to,  take any action  through  the
exercise of the  Marathon  Representatives  Revocable  Proxies to cause the
Company's  status as a  partnership  for  Federal  income tax  purposes  to
terminate prior to the Closing Date.

                  (c)  Ashland  LOOP/LOCAP   Revocable  Proxy.  Subject  to
Sections  9.04(a),  9.05,  9.08(a)  and 9.09,  in the event  that  Marathon
exercises its Marathon Call Right or its Special  Termination  Right, or in
the event  that  Ashland  exercises  its  Ashland  Put  Right,  then on the
relevant  Exercise  Date,  Ashland  shall grant to Marathon,  or such other
person as  Marathon  shall  designate,  a proxy  (the  "Ashland  LOOP/LOCAP
Revocable  Proxy") which shall authorize  Marathon and its  Representatives
(or such other  person) to exercise on Ashland's  behalf,  all of Ashland's
voting rights with respect to the Ashland LOOP/LOCAP Interest.

                                 ARTICLE VI

            Determination of the Appraised Value of the Company

                  SECTION  6.01.  Determination  of Appraised  Value of the
Company.   (a)  Negotiation  Period.  If  Marathon  exercises  its  Special
Termination  Right or its Marathon  Call Right or if Ashland  exercises its
Special Termination Right or its Ashland Put Right, then for a period of 60
days  following  the relevant  Exercise  Date,  Marathon and Ashland  shall
negotiate  in good faith to seek to reach  agreement as to the Market Value
of the Company.  If Marathon and Ashland reach such an agreement,  then the
Market Value of the Company shall be deemed to be the amount so agreed upon
by Marathon and Ashland.


<PAGE>
                                                                         32

                  (b) Appraisal Process.  In the event Marathon and Ashland
are  unable to reach an  agreement  as to the Market  Value of the  Company
within the 60-day period referred to in Section  6.01(a),  then within five
Business  Days after the  expiration  of such  60-day  period  (such  fifth
Business  Day being  referred  to herein  as the  "6.01  Appraisal  Process
Commencement  Date"),  Marathon  and Ashland each shall select a nationally
recognized  investment  banking firm to (i) prepare a report which (A) sets
forth such investment  banking firm's  determination of the Market Value of
the Company  (which shall be a single amount as opposed to a range) and (B)
includes work papers which  indicate the basis for and  calculation  of the
Market Value of the Company (a "6.01 Appraisal Report") and (ii) deliver to
Marathon  or  Ashland,  as the case may be,  an oral  and  written  opinion
addressed to such party as to the Market Value of the Company. The fees and
expenses  of each  investment  banking  firm  shall  be  paid by the  party
selecting such investment  banking firm. Each of Marathon and Ashland shall
instruct its respective investment banking firm to (i) not consult with the
other  investment  banking  firm with  respect to its view as to the Market
Value of the Company prior to the time that both  investment  banking firms
have  delivered  their  respective  opinions to  Marathon  or  Ashland,  as
applicable,  (ii)  determine  the Market Value of the Company in accordance
with  Section  6.01(c),  (iii)  deliver  their  respective  6.01  Appraisal
Reports,  together  with their oral and  written  opinions as to the Market
Value of the Company (the "6.01 Initial  Opinion  Values"),  within 60 days
after the 6.01 Appraisal Process Commencement Date, and (iv) deliver a copy
of its written  opinion and its 6.01 Appraisal  Report to the Company,  the
other party and the other  party's  investment  banking firm at the time it
delivers  its  oral  and  written  opinion  to  Marathon  or  Ashland,   as
applicable.

                  If the 6.01 Initial  Opinion Values differ and the lesser
6.01  Initial  Opinion  Value  equals or exceeds  90% of the  greater  6.01
Initial  Opinion Value,  the Market Value of the Company shall be deemed to
be an  amount  equal  to (i) the sum of the  6.01  Initial  Opinion  Values
divided by (ii) two.


<PAGE>
                                                                         33

                  If the 6.01 Initial  Opinion Values differ and the lesser
6.01  Initial  Opinion  Value is less than 90% of the greater  6.01 Initial
Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to  its  6.01  Initial   Opinion  Value.   At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of such  investment  banking
         firm's 6.01 Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date Marathon and Ashland  receive the 6.01 Initial
         Opinion  Values (such fifth  Business Day being referred to herein
         as the "6.01 Subsequent  Appraisal  Process  Commencement  Date"),
         jointly select a third nationally  recognized  investment  banking
         firm to (A)  prepare a 6.01  Appraisal  Report and (B)  deliver an
         oral and written  opinion  addressed to Marathon and Ashland as to
         the Market  Value of the  Company.  The fees and  expenses of such
         third  investment  banking  firm shall be paid 50% by Marathon and
         50% by Ashland.  Such third  investment  banking firm shall not be
         provided  with the 6.01  Initial  Opinion  Values  and  shall  not
         consult  with the initial  investment  banking  firms with respect
         thereto.  During  such  five-Business  Day  period,  Marathon  and
         Ashland shall  negotiate in good faith to  independently  reach an
         agreement as to the Market  Value of the Company.  If Marathon and
         Ashland  reach such an  agreement,  then the  Market  Value of the
         Company  shall  be  deemed  to be the  amount  so  agreed  upon by
         Marathon and Ashland.  If Marathon and Ashland are unable to reach
         such an agreement,  then Marathon and Ashland shall  instruct such
         third investment banking firm to (A) determine the Market Value of
         the Company in accordance with Section 6.01(c) and (B) deliver its
         6.01 Appraisal Report,  together with its oral and written opinion
         (the "6.01 Third  Opinion  Value"),  within 60 days after the 6.01
         Subsequent  Appraisal Process  Commencement Date. The Market Value
         of the  Company  in such  circumstance  shall

<PAGE>
                                                                         34

         be  deemed  to be an  amount  equal to (A) the sum of (x) the 6.01
         Third  Opinion  Value plus (y)  whichever  of the two 6.01 Initial
         Opinion  Values is closer to the 6.01 Third  Opinion Value (or, if
         the 6.01 Third  Opinion Value is exactly  halfway  between the two
         6.01  Initial  Opinion  Values,  the 6.01  Third  Opinion  Value),
         divided by (B) two.

                  (c)  Definition  of  Market  Value  of the  Company.  For
purposes of this  Agreement,  the Market  Value of the Company (the "Market
Value of the Company")  means the fair market value of the combined  common
equity of the Company as of the relevant Exercise Date, (including,  in the
circumstance  where  Marathon has  exercised its Marathon Call Right or its
Special  Termination  Right or Ashland has exercised its Ashland Put Right,
the Ashland LOOP/LOCAP Interest) assuming the consummation of a transaction
designed to achieve the highest value of such combined  common  equity.  In
determining the Market Value of the Company,  (i)  consideration  should be
given as to (A) all possible transaction  participants (other than Marathon
or Ashland or their  respective  Affiliates)  and  categories  of  possible
transactions;   (B)  a  range  of  analytical  methodologies,   potentially
including, but not limited to, the following:  comparable trading analysis,
comparable transaction analysis,  discounted cash flow analysis,  leveraged
buyout analysis and break-up analysis;  and (C) the value to the Company of
all  indemnification  obligations of Marathon,  USX and Ashland in favor of
the  Company  pursuant  to any  Transaction  Document  (including,  without
limitation,  Article IX of the Asset Transfer and Contribution  Agreement),
to the extent such  indemnification  obligations remain in effect after the
Closing and (ii) no separate  incremental  value will be  attributed to the
Ashland  LOOP/LOCAP  Interest.  In  determining  the  Market  Value  of the
Company, no consideration  should be given to the values that are initially
assigned to assets of the Company for purchase accounting or tax accounting
purposes.  The Market Value of the Company as  determined  pursuant to this
Section 6.01 is referred to herein as the "Appraised Value of the Company",
and the date on which the Market Value of the Company is so  determined  is
referred to herein as the "Appraised Value Determination Date".


<PAGE>
                                                                         35

                                ARTICLE VII

            Determination of the Fair Market Value of Securities

                  SECTION  7.01.  General.  The  fair  market  value of any
Securities  to be  issued  to  Ashland  on  the  Closing  Date  and  on any
subsequent  Installment  Payment Date, shall be determined  pursuant to the
following  procedures  (the  fair  market  value of such  Securities  as so
determined being the "Fair Market Value" of such Securities).

                  SECTION  7.02.  Determination  of Fair  Market  Value  of
Marathon  Debt  Securities.  The Fair  Market  Value of any  Marathon  Debt
Securities  shall be deemed to be an amount equal to the  aggregate  stated
principal amount of such Marathon Debt Securities.

                  SECTION  7.03.  Determination  of Fair  Market  Value  of
Actively  Traded Marathon  Equity  Securities.  (a) Fair Market Value Where
There is No Holding  Period.  The Fair Market Value of any Actively  Traded
Marathon  Equity  Securities to be issued to Ashland on the Closing Date or
applicable  Installment  Payment Date for which  Marathon has not elected a
Holding  Period shall be deemed to be an amount equal to the product of (i)
the aggregate number of such Actively Traded Marathon Equity  Securities to
be issued to Ashland  multiplied  by (ii) the  Weighted  Average  Price (as
defined below) of such Actively Traded  Marathon  Equity  Securities on the
National  Market System of the NASDAQ or the relevant  National  Securities
Exchange,  as  reported  by The Wall  Street  Journal  or, if not  reported
thereby,  as reported by any other  authoritative  source, for the ten full
Trading Days immediately  preceding the Business Day immediately  preceding
the Closing Date or applicable  Installment  Payment Date; provided that at
least five Trading Days prior to the  commencement of such ten full Trading
Day period  (the  "Required  Disclosure  Date"),  Marathon  shall have made
appropriate  public  disclosure  (including  by issuing a press release and
filing  a copy  of such  press  release  with  the  Commission)  of (A) the
existence  of the  Transaction,  (B)  the  Ashland  Put  Price  and (C) the
information  required to be  included  in the  Ashland  Put Price  Election
Notice  (each  such  public  disclosure  being  a  "Required  Disclosure").
Marathon  shall  provide  Ashland with a copy of each  Required  Disclosure
prior  to  Marathon  making  such  disclosure  public.  Any  such  Required
Disclosure  shall  be in form  and  substance  reasonably  satisfactory  to
Ashland

<PAGE>
                                                                         36

and its  counsel.  For  purposes of this  Section  7.03(a),  the  "Weighted
Average  Price"  means the quotient of (1) the product of (x) the number of
shares in each trade in such Actively  Traded  Marathon  Equity  Securities
that occurred during such ten full Trading Day period multiplied by (y) the
price at which each such trade occurred, divided by (2) the total number of
shares traded in such  Actively  Traded  Marathon  Equity  Securities  that
occurred  during such ten full Trading Day period.  In the event of (i) any
split,  combination  or  reclassification  of the class of Actively  Traded
Marathon  Equity  Securities to be issued to Ashland on the Closing Date or
applicable Installment Payment Date, (ii) any issuance or the authorization
of any issuance of any other  securities in exchange or in substitution for
the shares of such class of Actively Traded  Marathon Equity  Securities or
(iii) any  issuance  or  declaration  of cash or stock  dividends  or other
distributions with respect to such class of Actively Traded Marathon Equity
Securities, in each case at any time during the ten full Trading Day period
referred to above,  Marathon and Ashland shall make such  adjustment to the
Fair Market Value of such  Actively  Traded  Equity  Securities  determined
pursuant to this  Section  7.03(a) as Marathon and Ashland  shall  mutually
agree so as to preserve  the economic  benefits to Ashland  expected on the
date of this  Agreement as a result of the issuance to it of such  Actively
Traded Marathon Equity Securities as part of the Ashland Put Price.

                  (b) Fair Market Value Where There is a Holding Period. In
the event that Marathon  elects  pursuant to Section  4.04(a) or 4.04(b) to
impose a Holding Period on any Actively Traded Marathon Equity  Securities,
the Fair Market Value of such Actively Traded  Marathon  Equity  Securities
shall be deemed to be an amount  equal to (i) the Fair Market Value of such
Actively  Traded  Marathon  Equity  Securities  as  determined  pursuant to
Section 7.03(a),  minus (ii) a discount factor that takes into account such
limitation  on  Ashland's  ability  to freely  trade such  Actively  Traded
Marathon  Equity  Securities  (a "7.03(b)  Discount  Amount").  The 7.03(b)
Discount  Amount  with  respect to the Fair Market  Value of such  Actively
Traded  Marathon  Equity  Securities  shall be  determined  pursuant to the
following procedures:

                  (i) Negotiation Period. For a period of 15 days following
         the  applicable  Ashland Put Price  Election  Date,  Marathon  and
         Ashland will negotiate in good faith to seek to reach an agreement
         as to the 7.03(b) Discount  Amount.  If Marathon and Ashland reach
         such an  agreement,  then the  7.03(b)

<PAGE>
                                                                         37

         Discount Amount shall be deemed to be the amount so agreed upon by
         Marathon and Ashland.

                  (ii) Appraisal Process. In the event Marathon and Ashland
         are unable to reach an agreement as to the 7.03(b) Discount Amount
         within the 15-day  period  referred  to in clause (i) above,  then
         within  five  Business  Days after the  expiration  of such 15-day
         period (such fifth  Business  Day being  referred to herein as the
         "7.03(b)  Appraisal  Process  Commencement  Date"),  Marathon  and
         Ashland  each  shall  select a  nationally  recognized  investment
         banking  firm to (A)  prepare a report  which (1) sets  forth such
         investment  banking firm's  determination  of the 7.03(b) Discount
         Amount  (which shall be a single amount as opposed to a range) and
         (2)  includes  work papers  which  indicate  the basis for and the
         calculation of the 7.03(b)  Discount Amount (a "7.03(b)  Appraisal
         Report")  and (B) deliver to Marathon or Ashland,  as the case may
         be, an oral and written opinion  addressed to such party as to the
         7.03(b) Discount Amount.  The fees and expenses of each investment
         banking firm shall be paid by the party  selecting such investment
         banking  firm.  Each of Marathon  and Ashland  shall  instruct its
         respective  investment  banking  firm to (i) not consult  with the
         other  investment  banking firm with respect to its view as to the
         7.03(b)  Discount  Amount  prior to the time that both  investment
         banking firms have delivered their respective opinions to Marathon
         and Ashland, as applicable,  (ii) deliver their respective 7.03(b)
         Appraisal  Reports,  together with their oral and written opinions
         as to the 7.03(b)  Discount  Amount (the "7.03(b)  Initial Opinion
         Values"),  within 15 days  after  the  7.03(b)  Appraisal  Process
         Commencement Date, and (iii) deliver a copy of its written opinion
         and its 7.03(b)  Appraisal Report to the Company,  the other party
         and the  other  party's  investment  banking  firm at the  time it
         delivers its oral and written  opinion to Marathon or Ashland,  as
         applicable.

                           If the 7.03(b) Initial Opinion Values differ and
         the lesser 7.03(b)  Initial Opinion Value equals or exceeds 90% of
         the greater 7.03(b) Initial  Opinion Value,  the 7.03(b)  Discount
         Amount shall be deemed to

<PAGE>
                                                                         38

         be an amount equal to (1) the sum of the 7.03(b)  Initial  Opinion
         Values divided by (2) two.

                           If the 7.03(b) Initial Opinion Values differ and
         the lesser 7.03(b)  Initial  Opinion Value is less than 90% of the
         greater 7.03(b) Initial Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to its  7.03(b)  Initial  Opinion  Value.  At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of such  investment  banking
         firm's 7.03(b) Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date  Marathon  and  Ashland  receive  the  7.03(b)
         Initial  Opinion Values (such fifth Business Day being referred to
         herein as the "7.03(b) Subsequent  Appraisal Process  Commencement
         Date"),  jointly select a third nationally  recognized  investment
         banking  firm to (i) prepare a 7.03(b)  Appraisal  Report and (ii)
         deliver an oral and written  opinion  addressed  to  Marathon  and
         Ashland as to the 7.03(b) Discount  Amount.  The fees and expenses
         of such  third  investment  banking  firm  shall  be  paid  50% by
         Marathon and 50% by Ashland.  Such third  investment  banking firm
         shall not be provided with the 7.03(b)  Initial Opinion Values and
         shall not consult with the initial  investment  banking firms with
         respect thereto.  During such  five-Business Day period,  Marathon
         and Ashland shall negotiate in good faith to  independently  reach
         an agreement as to the 7.03(b)  Discount  Amount.  If Marathon and
         Ashland reach such an agreement,  then the 7.03(b) Discount Amount
         shall be deemed to be the amount so agreed  upon by  Marathon  and
         Ashland.  If  Marathon  and  Ashland  are  unable to reach such an
         agreement,  then  Marathon and Ashland  shall  instruct such third
         investment  banking firm to deliver its 7.03(b)  Appraisal Report,
         together  with its  oral and  written  opinion  as to the  7.03(b)
         Discount  Amount (the "7.03(b)  Third Opinion  Value"),

<PAGE>
                                                                         39

         within 15 days  after the  7.03(b)  Subsequent  Appraisal  Process
         Commencement   Date.   The   7.03(b)   Discount   Amount  in  such
         circumstance  shall be deemed to be an amount equal to (1) the sum
         of (x) the 7.03(b)  Third  Opinion Value plus (y) whichever of the
         two 7.03(b)  Initial Opinion Values is closer to the 7.03(b) Third
         Opinion  Value (or, if the 7.03(b)  Third Opinion Value is exactly
         halfway  between  the two  7.03(b)  Initial  Opinion  Values,  the
         7.03(b) Third Opinion Value), divided by (2) two.

                  SECTION  7.04.  Determination  of Fair  Market  Value  of
Non-Actively Traded Marathon Equity Securities.  (a) Negotiation Period. If
Marathon  proposes to issue (or to have issued) to Ashland  Marathon Equity
Securities that are not Actively Traded  Marathon Equity  Securities,  then
for a period of 15 days following the applicable Ashland Put Price Election
Date, Marathon and Ashland will negotiate in good faith to seek to reach an
agreement as to the Fair Market Value of such Marathon  Equity  Securities,
taking into account,  if there is a Holding Period,  a discount factor that
takes into account  such  limitation  on Ashland's  ability to freely trade
such Marathon Equity Securities (a "7.04 Discount Amount"). If Marathon and
Ashland  reach  such an  agreement,  then  the  Fair  Market  Value of such
Marathon Equity  Securities shall be deemed to be the amount so agreed upon
by Marathon and Ashland.

                  (b) Appraisal Process.  In the event Marathon and Ashland
are unable to reach an  agreement  as to such Fair Market Value of Marathon
Equity  Securities and such 7.04 Discount Amount, if any, within the 15-day
period  referred to in clause (a) above,  then within  five  Business  Days
after the  expiration of such 15-day period (such fifth  Business Day being
referred  to herein as the "7.04  Appraisal  Process  Commencement  Date"),
Marathon and Ashland each shall select a nationally  recognized  investment
banking firm to (i) prepare a report  which (1) sets forth such  investment
banking  firm's  determination  of the Fair Market  Value of such  Marathon
Equity  Securities  (which shall be a single amount as opposed to a range),
taking into account,  if there is a Holding Period, a 7.04 Discount Amount,
which is determined by such investment  banking firm, and (2) includes work
papers which  separately  indicate the basis for and the calculation of the
Fair Market Value of such  Marathon  Equity  Securities  and, if there is a
Holding  Period,  the basis for and the  calculation  of the 7.04  Discount
Amount (a "7.04

<PAGE>
                                                                         40

Appraisal Report") and (ii) deliver to Marathon or Ashland, as the case may
be, an oral and  written  opinion  addressed  to such  party as to the Fair
Market Value of such Marathon Equity  Securities  (which opinion shall take
into  account a 7.04  Discount  Amount if there is a  Holding  Period  with
respect to such Marathon Equity Securities).  The fees and expenses of each
investment  banking  firm  shall  be  paid  by  the  party  selecting  such
investment  banking firm.  Each of Marathon and Ashland shall  instruct its
respective  investment  banking  firm to (i) not  consult  with  the  other
investment  banking  firm with  respect  to its view as to the Fair  Market
Value of such Marathon Equity Securities and the 7.04 Discount Amount prior
to the time  that  both  investment  banking  firms  have  delivered  their
respective  opinions to Marathon and Ashland,  as applicable,  (ii) deliver
their  respective  7.04  Appraisal  Reports,  together  with their oral and
written  opinions  as to the  Fair  Market  Value of such  Marathon  Equity
Securities  (the "7.04 Initial Opinion  Values"),  within 15 days after the
7.04 Appraisal Process  Commencement  Date, and (iii) deliver a copy of its
written  opinion and its 7.04  Appraisal  Report to the Company,  the other
party and the other party's investment banking firm at the time it delivers
its oral and written opinion to Marathon or Ashland, as applicable.

                  If the 7.04 Initial  Opinion Values differ and the lesser
7.04  Initial  Opinion  Value  equals or exceeds  90% of the  greater  7.04
Initial  Opinion  Value,  the Fair  Market  Value of such  Marathon  Equity
Securities shall be deemed to be an amount equal to (1) the sum of the 7.04
Initial Opinion Values divided by (2) two.

                  If the 7.04 Initial  Opinion Values differ and the lesser
7.04  Initial  Opinion  Value is less than 90% of the greater  7.04 Initial
Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to  its  7.04  Initial   Opinion  Value.   At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of

<PAGE>
                                                                         41

         such investment banking firm's 7.04 Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date Marathon and Ashland  receive the 7.04 Initial
         Opinion  Values (such fifth  Business Day being referred to herein
         as the "7.04 Subsequent  Appraisal  Process  Commencement  Date"),
         jointly select a third nationally  recognized  investment  banking
         firm to (i) prepare a 7.04  Appraisal  Report and (ii)  deliver an
         oral and written  opinion  addressed to Marathon and Ashland as to
         the Fair Market Value of such Marathon  Equity  Securities  (which
         opinion shall take into account a 7.04 Discount Amount if there is
         a Holding Period with respect to such Marathon Equity Securities).
         The fees and expenses of such third investment  banking firm shall
         be paid 50% by Marathon and 50% by Ashland.  Such third investment
         banking firm shall not be provided  with the 7.04 Initial  Opinion
         Values and shall not consult with the initial  investment  banking
         firms with respect thereto.  During such five-Business Day period,
         Marathon   and   Ashland   shall   negotiate   in  good  faith  to
         independently  reach an  agreement  as to the Fair Market Value of
         such  Marathon  Equity  Securities.  If Marathon and Ashland reach
         such an  agreement,  then the Fair Market  Value of such  Marathon
         Equity  Securities shall be deemed to be the amount so agreed upon
         by Marathon  and  Ashland.  If Marathon  and Ashland are unable to
         reach such an agreement,  then Marathon and Ashland shall instruct
         such third  investment  banking firm to deliver its 7.04 Appraisal
         Report,  together with its oral and written opinion as to the Fair
         Market Value of such Marathon  Equity  Securities (the "7.04 Third
         Opinion  Value"),   within  15  days  after  the  7.04  Subsequent
         Appraisal Process Commencement Date. The Fair Market Value of such
         Marathon Equity Securities in such circumstance shall be deemed to
         be an amount  equal to (i) the sum of (x) the 7.04  Third  Opinion
         Value plus (y) whichever of the two 7.04 Initial Opinion Values is
         closer to the 7.04  Third  Opinion  Value  (or,  if the 7.04 Third
         Opinion  Value is exactly  halfway  between  the two 7.04  Initial
         Opinion  Values,  the 7.04 Third Opinion  Value),  divided by (ii)
         two.

<PAGE>
                                                                         42

                                ARTICLE VIII

                   Certain Matters Relating to Securities

                  SECTION  8.01.  Certain   Requirements  with  Respect  to
Marathon Debt Securities. All debt securities issued to Ashland pursuant to
Section  4.02(c)  shall (i) be  unsecured  senior  public fixed income debt
securities  of  (a)  USX  or  (b)  Marathon  and  fully  guaranteed  as  to
performance by USX; (ii) have maturities of 5 to 7 years; (iii) have yields
which are comparable to those of 5 to 7 year public debt instruments issued
by companies  whose Long Term Debt at the time of the issuance of such debt
securities  to  Ashland is rated by S&P and  Moody's at least  equal to the
respective  ratings by S&P and  Moody's  of USX's  Long Term Debt;  (iv) be
priced to trade at par initially;  and (v) have covenants substantially the
same as those included in other  outstanding  senior  publicly  traded debt
instruments of USX,  including a negative  pledge  providing for pari passu
security rights and usual and customary successorship provisions concerning
changes in USX's ownership (all such debt securities are referred to herein
as "Marathon Debt Securities").

                  SECTION 8.02.  Procedures with Respect to the Issuance of
Securities.  All Securities to be issued  hereunder shall be accompanied on
the  Closing  Date  or  applicable   Installment  Payment  Date  by  (i)  a
certificate  from an  authorized  officer of the Issuer and (ii) an opinion
from such Issuer's counsel,  in each case as to such matters as Ashland may
reasonably request, including, but not limited to the matters substantially
as  follows  (which  shall  be made as of the  Closing  Date or  applicable
Installment Payment Date):

                  (i) the Issuer is a corporation  duly organized,  validly
         existing and in good standing  under the laws of the  jurisdiction
         of its  incorporation  with the power and authority to own,  lease
         and operate its assets and to conduct the business now being or to
         be  conducted by it. The Issuer is duly  authorized,  qualified or
         licensed  to  do  business  as  a  foreign  corporation  or  other
         organization  in good  standing  in each of the  jurisdictions  in
         which its right, title or interest in or to any of the assets held
         by it or the business conducted by it requires such authorization,
         qualification  or  licensing,  except  where the  failure to

<PAGE>
                                                                         43

         be so  authorized,  qualified,  licensed or in good standing would
         not,  individually  or in  the  aggregate,  result  in  an  Issuer
         Material Adverse Effect;

                  (ii) the  Issuer's  authorized  capitalization  is as set
         forth in its Exchange Act filings (or, in the  circumstance  where
         Ashland  has  made a  Demand  Registration,  as set  forth  in the
         Registration Statement or Offering Memorandum, as applicable, with
         respect  to  such  Securities).  All  of  the  outstanding  equity
         securities  of the  Issuer  are duly and  validly  authorized  and
         issued,  are fully paid and  nonassessable  and were not issued in
         violation  of  or  subject  to  any  preemptive  rights  or  other
         contractual rights to purchase securities;

                  (iii) if such Securities are Marathon Equity  Securities,
         such   Securities   are  duly   authorized,   validly  issued  and
         outstanding, are fully paid and nonassessable, and were not issued
         in  violation  of or  subject  to any  preemptive  rights or other
         contractual rights to purchase securities;

                  (iv) if such  Securities  are Marathon  Debt  Securities,
         such  Securities  have been duly  authorized and validly issued by
         the Issuer and constitute legal, valid and binding  obligations of
         the Issuer enforceable against the Issuer in accordance with their
         terms,  except as such enforcement is subject to the effect of any
         applicable  bankruptcy,  insolvency,  reorganization  or other law
         relating to or affecting  creditors'  rights generally and general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law);

                  (v) such Securities  conform in all material  respects to
         the  description  thereof  contained in the Issuer's  Exchange Act
         filings (or, in the  circumstance  where Ashland has made a Demand
         Registration,   to  the  description   thereof  contained  in  the
         Registration Statement or Offering Memorandum, as applicable, with
         respect to such Securities) and the  certificates  evidencing such
         Securities will be, upon issuance, in due and proper form;

                  (vi) if such Securities are Marathon  Equity  Securities,
         such Securities have been authorized

<PAGE>
                                                                         44

         conditionally for listing on each national  securities exchange on
         which the other  securities  of the  Issuer of the same  class are
         listed  at the time of the  Closing  Date or  Installment  Payment
         Date,  subject to issuance and certain other  conditions  that are
         not material;

                  (vii) if such  Securities  are Marathon Debt  Securities,
         the  execution  and  delivery  by the  Issuer  of  each  agreement
         pursuant to which such Securities have been issued or which relate
         to  such  Securities  (each,  a  "Securities  Document")  and  the
         consummation by it of the transactions  contemplated  thereby have
         been duly  authorized  and approved by all necessary  corporate or
         other action on the part of the Issuer.  Each Securities  Document
         has been duly executed and delivered by the Issuer and constitutes
         its legal, valid and binding obligation, enforceable against it in
         accordance with its terms,  except as such  enforcement is subject
         to  the   effect  of  any   applicable   bankruptcy,   insolvency,
         reorganization  or other law relating to or  affecting  creditors'
         rights generally and general  principles of equity  (regardless of
         whether such  enforceability  is  considered  in a  proceeding  in
         equity or at law);

                  (viii)  neither the  execution and delivery by the Issuer
         of  the  Securities  Documents  (in  the  case  of  Marathon  Debt
         Securities),  nor the issuance of the Securities  pursuant to this
         Agreement and/or such Securities Documents will (a) conflict with,
         or  results  in the breach of any  provision  of,  the  charter or
         by-laws or similar  governing or  organizational  documents of the
         Issuer or any of its subsidiaries,  (b) violate any Applicable Law
         or any permit, order, award, injunction, decree or judgment of any
         Governmental Authority applicable to or binding upon the Issuer or
         any of its  subsidiaries  or to  which  any  of  their  respective
         properties  is subject or (c) violate,  conflict with or result in
         the breach or  termination  of, or otherwise give any other person
         the right to terminate,  or constitute a default, event of default
         or an event  which  with  notice,  lapse  of time or  both,  would
         constitute  a default or event of default  under the terms of, any
         mortgage,  indenture, deed of trust or lease or other agreement or
         instrument  to which the  Issuer or any of its  subsidiaries  is a
         party or by which any of their respective  properties or

<PAGE>
                                                                         45

         assets is subject,  except, in the case of clauses (b) and (c) for
         such violations,  conflicts,  breaches,  terminations and defaults
         which would not,  individually  or in the aggregate,  result in an
         Issuer Material Adverse Effect; and

                  (ix)   except  as  set  forth  on  a  schedule   to  such
         certificate or opinion, no Governmental  Approval or other consent
         is required by the Issuer for the  execution and delivery by it of
         the Securities Documents (in the case of Marathon Debt Securities)
         or the  issuance  of the  Securities  pursuant  to this  Agreement
         and/or such Securities Documents, except (a) for such Governmental
         Approvals or other consents as have been obtained or (b) where the
         failure to obtain such  Governmental  Approvals or other  consents
         would not,  individually or in the aggregate,  result in an Issuer
         Material Adverse Effect.

If any  Securities  are issued by Marathon and  guaranteed  by USX, each of
Marathon and USX shall provide Ashland with a certificate and an opinion of
counsel in accordance with this Section 8.02.

                  SECTION 8.03.  Holding Period.  If Marathon elects (by so
notifying  Ashland in the  Ashland Put Price  Election  Notice) to impose a
Holding  Period  with  respect  to  sales by  Ashland  of  Marathon  Equity
Securities  issued to  Ashland  on the  Closing  Date or on an  Installment
Payment  Date, as  applicable,  then Ashland shall not be permitted to sell
such  Marathon  Equity  Securities  during such  Holding  Period.  The term
"Holding Period", with respect to any Marathon Equity Securities, means the
period  commencing  on the Closing Date or applicable  Installment  Payment
Date and ending on such later date as  Marathon  shall state in the Ashland
Put Price  Election  Notice;  provided that the length of a Holding  Period
with respect to any Marathon Equity  Securities shall in no event exceed 30
days.

                  SECTION   8.04.   Manner  of  Sale  of  Marathon   Equity
Securities.  Ashland  agrees to sell all  Marathon  Equity  Securities  (i)
pursuant to a bona fide Underwritten Public Offering managed by one or more
Bulge Bracket  Investment  Banking Firms selected by Ashland,  or by one or
more other  investment  banking  firms  selected  by  Ashland  and to which
Marathon or USX shall not have reasonably objected,  in a manner reasonably
designed to effect a broad  distribution of

<PAGE>
                                                                         46

such Marathon Equity Securities (a "Qualifying Public  Offering"),  (ii) to
any  person,  provided  that after  giving  effect to such sale such person
beneficially owns, together with such person's Affiliates,  no more than 5%
of the Marathon Equity  Securities of the relevant issuer then  outstanding
on a fully diluted basis (a "Fully  Distributed Sale") or (iii) to a broker
or  underwriter  selected  by Ashland  who agrees to effect any  subsequent
transfer by it of such Marathon  Equity  Securities in a Qualifying  Public
Offering or a Fully Distributed Sale.


                                 ARTICLE IX

           Closing; Conditions to Closing; Consequences of Delay

                  SECTION 9.01. Closing. (a) Closing Date. The closing (the
"Closing") of (i) the purchase and sale of Ashland's  Membership  Interests
and the Ashland LOOP/LOCAP  Interest pursuant to Marathon's exercise of its
Special  Termination Right or Marathon Call Right or Ashland's  exercise of
its  Ashland  Put  Right  or (ii)  the  purchase  and  sale  of  Marathon's
Membership   Interests  pursuant  to  Ashland's  exercise  of  its  Special
Termination Right, shall be held at the offices of Marathon,  at 10:00 a.m.
on the later of (x) the 60th day after the  Appraised  Value  Determination
Date (or at such  other  place or at such  other time or such other date as
Marathon and Ashland shall mutually agree) (the  "Scheduled  Closing Date")
and (y) the fifth Business Day following the  satisfaction or waiver of all
conditions to the  obligations of Marathon and Ashland set forth in Section
9.02. The date on which the Closing  actually  occurs is referred to herein
as the "Closing Date".

                  (b) Purchase  Procedures  in the Event of the Exercise by
Marathon of its Special  Termination  Right or its Marathon Call Right.  In
the event that Marathon exercises its Special Termination Right or Marathon
Call Right, at the Closing:

                  (i) Marathon shall deliver to Ashland, in Cash or by wire
         transfer  to a bank  account  designated  in writing  by  Ashland,
         immediately  available  funds in an amount equal to the sum of (x)
         the  Special   Termination   Price  or  Marathon  Call  Price,  as
         applicable,  plus (y) the amount of interest  payable  pursuant to
         Section  3.01,  plus (z) the amount of interest,  if any,

<PAGE>
                                                                         47

         payable pursuant to Section 9.04(b), 9.05, 9.08(b) or 9.09;

                  (ii) Ashland shall  Transfer to Marathon (or, if Marathon
         so elects by written notice to Ashland,  a Wholly Owned Subsidiary
         of  Marathon  or  USX) in  accordance  with  Article  X of the LLC
         Agreement, all of Ashland's Membership Interests;

                  (iii) Ashland shall  Transfer to Marathon or, if Marathon
         so elects by written  notice to  Ashland,  to the  Company or such
         other  person as Marathon  shall  direct,  the Ashland  LOOP/LOCAP
         Interest; and

                  (iv) the Company  shall  release to Marathon  any amounts
         held in the Escrow Account, including any income earned thereon.

                  (c) Purchase  Procedures  in the Event of the Exercise by
Ashland of its Ashland Put Right.  In the event that Ashland  exercises its
Ashland Put Right, at the Closing:

                  (i) Marathon shall deliver to Ashland, in Cash or by wire
         transfer  to a bank  account  designated  in writing  by  Ashland,
         immediately  available  funds in an amount equal to the sum of (x)
         the Cash  portion of the  Ashland  Put Price or first  Installment
         Payment,  as applicable,  plus (y) the amount of interest  payable
         pursuant to Section 4.01, plus (z) the amount of interest, if any,
         payable pursuant to Section 9.04(b), 9.05, 9.08(b) or 9.09;

                  (ii) Marathon and/or USX, as applicable,  shall issue the
         Securities  to be  issued  on the  Closing  Date,  if  any,  which
         Securities  shall  be  accompanied  by  the   certificate(s)   and
         opinion(s) referred to in Section 8.02;

                  (iii) Ashland shall  Transfer to Marathon or, if Marathon
         so elects by written notice to Ashland,  a Wholly Owned Subsidiary
         of  Marathon  or USX  in  accordance  with  Article  X of the  LLC
         Agreement, all of Ashland's Membership Interests;

                  (iv) Ashland  shall  Transfer to Marathon or, if Marathon
         so elects by written  notice to  Ashland,  to the

<PAGE>
                                                                         48

         Company or such other person as Marathon shall direct, the Ashland
         LOOP/LOCAP Interest; and

                  (v) the Company  shall  release to  Marathon  any amounts
         held in the Escrow Account, including any income earned thereon.

In addition,  on each of two remaining Scheduled Installment Payment Dates,
if any, (i) Marathon shall deliver to Ashland,  in Cash or by wire transfer
to a bank  account  (which bank account has been  designated  in writing by
Ashland  at least two  Business  Days prior to the  applicable  Installment
Payment Date), immediately available funds in an amount equal to the sum of
(x)  the  Cash  portion  of the  second  and  third  Installment  Payments,
respectively,  plus (y) the amount of interest  payable pursuant to Section
4.01, plus (z) the amount of interest,  if any, payable pursuant to Section
9.04(b) or 9.05; and (ii) Marathon  and/or USX, as applicable,  shall issue
the  Securities to be issued on such  Installment  Payment  Dates,  if any,
which Securities shall be accompanied by the  certificate(s) and opinion(s)
referred to in Section 8.02.

                  (d) Purchase  Procedures  in the Event of the Exercise by
Ashland  of its  Special  Termination  Right.  In the  event  that  Ashland
exercises its Special Termination Right at the Closing:

                  (i) Ashland shall deliver to Marathon, in Cash or by wire
         transfer  to a bank  account  designated  in writing by  Marathon,
         immediately  available  funds in an amount equal to the sum of (x)
         the  Special  Termination  Price plus (y) the  amount of  interest
         payable pursuant to Section 2.01, plus (z) the amount of interest,
         if any, payable pursuant to Section 9.08(b) or 9.09;

                  (ii) Marathon  shall  Transfer to Ashland (or, if Ashland
         so elects by written notice to Marathon, a Wholly Owned Subsidiary
         of Ashland) in accordance with Article X of the LLC Agreement, all
         of Marathon's Membership Interests; and

                  (iii) the  Company  shall  release to Ashland any amounts
         held in the Escrow Account, including any income earned thereon.


<PAGE>
                                                                         49

                  SECTION  9.02.  Conditions  to  Closing.  (a)  Marathon's
Obligation  in  the  Event  of an  Exercise  by  Marathon  of  its  Special
Termination  Right or its Marathon  Call Right or an Exercise by Ashland of
its  Ashland  Put Right.  Marathon's  obligation  to  purchase  and pay for
Ashland's Membership Interests and the Ashland LOOP/LOCAP Interest pursuant
to this  Agreement  in the event of an  exercise by Marathon of its Special
Termination Right or its Marathon Call Right or in the event of an exercise
by  Ashland  of its  Ashland  Put  Right  is  subject  in each  case to the
satisfaction  (or waiver by  Marathon)  as of the Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date, or that shall have been threatened by
         any Governmental  Authority,  in any such case against Marathon or
         Ashland in connection with the  consummation  of the  transactions
         contemplated  by this  Agreement  which is  reasonably  likely  to
         result in an injunction or  restraining  order which  directs,  or
         which has the effect of  directing,  that the Closing shall not be
         consummated as herein provided;

                  (ii) the waiting  period under the HSR Act, if applicable
         to  the  purchase  and  sale  of  Ashland's  Membership  Interests
         pursuant to this Agreement shall have expired or been  terminated;
         and

                  (iii) Ashland shall have  Transferred to Marathon (or, if
         Marathon  shall have so elected by written  notice to  Ashland,  a
         Wholly Owned  Subsidiary of Marathon or USX) all of its Membership
         Interests on the Closing Date free and clear of all Liens.

It is  understood  and  agreed  that  a  breach  by  Ashland  of any of its
representations  or warranties  in this  Agreement  shall not  constitute a
condition  to  Marathon's  obligation  to  purchase  and pay for  Ashland's
Membership  Interests and the Ashland LOOP/LOCAP  Interest pursuant to this
Agreement in the  circumstances  set forth above;  provided  that  Marathon
shall  not be  deemed  to have  waived  any  right to make a Claim

<PAGE>
                                                                         50

against Ashland with respect to any Loss that Marathon  suffers as a result
of any such breach.

                  (b)  Ashland's  Obligation in the Event of an Exercise by
Marathon of its Special  Termination Right or its Marathon Call Right or an
Exercise by Ashland of its Ashland Put Right.  Ashland's obligation to sell
its Membership  Interests and the Ashland  LOOP/LOCAP  Interest to Marathon
pursuant to this  Agreement  in the event of an exercise by Marathon of its
Special  Termination Right or its Marathon Call Right or in the event of an
exercise by Ashland of its Ashland Put Right is subject in each case to the
satisfaction  (or waiver by  Ashland)  as of the  Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date,  or  threatened  by any  Governmental
         Authority,  in any  such  case  against  Marathon  or  Ashland  in
         connection with the consummation of the transactions  contemplated
         by this  Agreement  which is  reasonably  likely  to  result in an
         injunction or restraining  order which  directs,  or which has the
         effect of directing,  that the Closing shall not be consummated as
         herein provided;

                  (ii) the waiting  period under HSR Act, if  applicable to
         the purchase and sale of Ashland's  Membership  Interests pursuant
         to this Agreement shall have expired or been terminated;

                  (iii) Marathon  shall have delivered to Ashland,  in Cash
         or by wire  transfer to a bank  account  designated  in writing by
         Ashland, immediately available funds in an amount equal to (x) the
         Special  Termination  Price or Marathon Call Price, as applicable,
         or the  Cash  portion  of the  Ashland  Put  Price  or  applicable
         Installment  Payment,  plus (y) the  amount  of  interest  payable
         pursuant  to Section  3.01 or 4.01,  as  applicable,  plus (z) the
         amount of interest, if any, payable pursuant to Section 9.04(b) or
         9.05; and


<PAGE>
                                                                         51


                  (iv)  Marathon or USX, as  applicable,  shall have issued
         the  Securities  to  be  issued  on  the  Closing  Date,  if  any,
         accompanied by the  certificate(s)  and opinion(s)  referred to in
         Section 8.02.

It is understood  and agreed that a breach by Marathon or USX of any of its
respective  representations  or  warranties  in this  Agreement  shall  not
constitute  a condition  to  Ashland's  obligation  to sell its  Membership
Interests and the Ashland LOOP/LOCAP  Interest to Marathon pursuant to this
Agreement in the circumstances set forth above; provided that Ashland shall
not be deemed to have waived any right to make a Claim against  Marathon or
USX with respect to any Loss that  Ashland  suffers as a result of any such
breach.

                  (c)  Ashland's  Obligation in the Event of an Exercise by
Ashland of its Special Termination Right.  Ashland's obligation to purchase
and pay for Marathon's  Membership  Interests pursuant to this Agreement in
the event of an  exercise by Ashland of its  Special  Termination  Right is
subject to the satisfaction (or waiver by Ashland) as of the Closing of the
following conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date, or that shall have been threatened by
         any Governmental  Authority,  in any such case against Marathon or
         Ashland in connection with the  consummation  of the  transactions
         contemplated  by this  Agreement  which is  reasonably  likely  to
         result in an injunction or  restraining  order which  directs,  or
         which has the effect of  directing,  that the Closing shall not be
         consummated as herein provided;

                  (ii) the waiting  period under the HSR Act, if applicable
         to the  purchase  and  sale  of  Marathon's  Membership  Interests
         pursuant to this Agreement shall have expired or been  terminated;
         and

                  (iii) Marathon shall have  Transferred to Ashland (or, if
         Ashland  shall have so elected by written  notice to  Marathon,  a
         Wholly  Owned   Subsidiary  of  Ashland)  all

<PAGE>
                                                                         52

         of its Membership  Interests on the Closing Date free and clear of
         all Liens.

It is understood  and agreed that a breach by Marathon or USX of any of its
respective  representations  or  warranties  in this  Agreement  shall  not
constitute  a condition  to  Ashland's  obligation  to purchase and pay for
Marathon's   Membership   Interests  pursuant  to  this  Agreement  in  the
circumstances set forth above; provided that Ashland shall not be deemed to
have waived any right to make a Claim against  Marathon or USX with respect
to any Loss that Ashland suffers as a result of any such breach.

                  (d) Marathon's  Obligation in the Event of an Exercise by
Ashland of its Special Termination Right. Marathon's obligation to sell its
Membership  Interests to Ashland pursuant to this Agreement in the event of
an exercise by Ashland of its Special  Termination  Right is subject to the
satisfaction  (or waiver by  Marathon)  as of the Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date,  or  threatened  by any  Governmental
         Authority,  in any  such  case  against  Marathon  or  Ashland  in
         connection with the consummation of the transactions  contemplated
         by this  Agreement  which is  reasonably  likely  to  result in an
         injunction or restraining  order which  directs,  or which has the
         effect of directing,  that the Closing shall not be consummated as
         herein provided;

                  (ii) the waiting  period under HSR Act, if  applicable to
         the purchase and sale of Marathon's  Membership Interests pursuant
         to this Agreement shall have expired or been terminated; and

                  (iii) Ashland shall have  delivered to Marathon,  in Cash
         or by wire  transfer to a bank  account  designated  in writing by
         Marathon,  immediately  available  funds in an amount equal to (x)
         the  Special  Termination  Price plus (y) the  amount of  interest
         payable  pursuant to

<PAGE>
                                                                         53

         Section  2.01 plus (z) the  amount of  interest,  if any,  payable
         pursuant to Section 9.08(b) or 9.09.

It is  understood  and  agreed  that  a  breach  by  Ashland  of any of its
representations  or warranties  in this  Agreement  shall not  constitute a
condition to  Marathon's  obligation  to sell its  Membership  Interests to
Ashland  pursuant to this Agreement in the  circumstances  set forth above;
provided that Marathon shall not be deemed to have waived any right to make
a Claim against Ashland with respect to any Loss that Marathon suffers as a
result of any such breach.

                  (e)  Consequences  of  Inability  To Transfer the Ashland
LOOP/LOCAP Interest on the Closing Date. It shall not be a condition to the
Closing of the Marathon  Call Right,  the Ashland Put Right or the Marathon
Special   Termination  Right,  as  applicable,   that  Ashland  shall  have
Transferred  the Ashland  LOOP/LOCAP  Interest to Marathon,  the Company or
such other person as Marathon shall direct.  In the event that any consents
or  approvals  required for such  Transfer  are not  obtained  prior to the
Closing of the Marathon  Call Right,  the Ashland Put Right or the Marathon
Special  Termination Right, as applicable,  and as a consequence Ashland is
not able to Transfer  the Ashland  LOOP/LOCAP  Interest  to  Marathon,  the
Company or such other person as Marathon shall direct,  as  applicable,  on
the  Closing  Date,  the  parties  hereto  shall  use  their   commercially
reasonable  best  efforts to achieve any lawful and  reasonable  (including
with respect to the costs and expenses to be borne by Ashland)  arrangement
proposed by Marathon  under which  Marathon or the Company,  as applicable,
shall obtain the  economic  claims,  rights and benefits  under the Ashland
LOOP/LOCAP  Interest.  Such reasonable  arrangement may include (i) Ashland
subcontracting, sublicensing or subleasing to Marathon, the Company or such
other  person as  Marathon  shall  direct,  as  applicable,  any and all of
Ashland's rights,  and delegating all of Ashland's  obligations,  under the
Ashland  LOOP/LOCAP  Interest,  and (ii) Ashland granting to Marathon,  the
Company or such other person as Marathon  shall direct,  as  applicable,  a
proxy (the "Ashland  LOOP/LOCAP  Irrevocable  Proxy") which shall authorize
such party to exercise on Ashland's behalf,  all of Ashland's voting rights
with  respect to the Ashland  LOOP/LOCAP  Interest.  The costs and expenses
incurred in  connection  with any such  arrangements  shall be borne 62% by
Marathon and 38% by Ashland.



<PAGE>
                                                                         54

                  SECTION 9.03.  Consequences  of a Delayed  Closing of the
Marathon Call Right or the Ashland Put Right Where Ashland Is at Fault. (a)
Right to Revoke  Ashland  Put  Exercise  Notice or Marathon  Call  Exercise
Notice.  If the Closing of the Marathon Call Right or the Ashland Put Right
shall not have  occurred on or prior to the date that is 180 days after the
Scheduled  Closing  Date,  and (i) the  delay  is due to (x) a  failure  by
Ashland to timely perform in any material  respect any of its covenants and
agreements  contained  herein  or  (y)  the  fact  that  any  of  Ashland's
representations and warranties  contained herein have ceased to be true and
correct in any material  respect,  and (ii) neither  Marathon nor USX shall
have (x)  failed to  timely  perform  in any  material  respect  any of its
covenants  and  agreements  contained  herein  or (y)  breached  any of its
representations  and warranties  contained herein in any material  respect,
then Marathon  shall  thereafter  have the right,  exercisable  at any time
prior to the  Closing by written  notice to  Ashland,  to revoke  Ashland's
Ashland Put  Exercise  Notice or its  Marathon  Call  Exercise  Notice,  as
applicable.

                  (b)  Adjustment  to Ashland  Put Price or  Marathon  Call
Price.  If the Closing of the Marathon  Call Right or the Ashland Put Right
does not occur on the Scheduled  Closing Date,  and (i) the delay is due to
(x) a failure by Ashland to timely  perform in any material  respect any of
its covenants and agreements  contained  herein or (y) the fact that any of
Ashland's representations and warranties contained herein have ceased to be
true and correct in any material respect, and (ii) neither Marathon nor USX
shall have (x) failed to timely perform in any material  respect any of its
covenants  and  agreements  contained  herein  or (y)  breached  any of its
representations  and warranties  contained herein in any material  respect,
then on such later date on which the  Closing  actually  takes  place (such
later date being the "Delayed Closing Date") Marathon shall deduct from the
Marathon  Call  Price or the  Ashland  Put Price (or the first  Installment
Payment,  as applicable) payable to Ashland on the Delayed Closing Date, an
amount equal to the amount of interest accrued during the period commencing
at 12:01 a.m. on the day immediately  following the Scheduled  Closing Date
and ending on and including the Delayed Closing Date (the "Delayed  Closing
Date Interest Period") on the Marathon Call Price, or the Ashland Put Price
(or the first Installment  Payment thereof,  as applicable),  at a rate per

<PAGE>
                                                                         55

annum equal to the 30-day LIBOR Rate  multiplied by 1.5, with daily accrual
of interest.

                  (c)  Other  Consequences.  In  the  event  that  Marathon
revokes Ashland's Ashland Put Exercise Notice or its Marathon Call Exercise
Notice  pursuant to Section  9.03(a),  each of Marathon  and Ashland  shall
thereafter have the right to exercise their respective  Marathon Call Right
and Ashland Put Right in accordance with the terms of this  Agreement.  Any
such  revocation  shall  not  operate  as a  release  of  Ashland  from any
liability it may have to Marathon for any breach of its  obligations  under
this Agreement and such revocation  shall not in any way preclude  Marathon
from exercising any right or power  hereunder or otherwise  available to it
at law or in equity as a result of any such breach.

                  SECTION 9.04.  Consequences  of a Delayed  Closing of the
Marathon  Call Right or the Ashland  Put Right Where  Marathon or USX Is at
Fault.  (a)  Revocation of Proxies;  Payment of  Distributions  to Ashland;
Right To Revoke  Ashland  Put  Exercise  Notice or Marathon  Call  Exercise
Notice.  If the Closing of the Marathon Call Right or the Ashland Put Right
does not occur on the Scheduled  Closing Date,  and (i) the delay is due to
(x) a failure by Marathon or USX to timely perform in any material  respect
any of its respective  covenants and agreements contained herein or (y) the
fact  that  any of  Marathon's  or  USX's  respective  representations  and
warranties contained herein (or in any certificate required to be delivered
to Ashland  pursuant  to Section  9.02(b)(iv))  have  ceased to be true and
correct in any material respect, and (ii) Ashland shall not have (x) failed
to  timely  perform  in any  material  respect  any of  its  covenants  and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect,  then (i) effective as
of 12:01 a.m. on the day immediately  following the Scheduled Closing Date,
all Ashland  Representatives  Revocable Proxies and the Ashland  LOOP/LOCAP
Revocable Proxy shall  automatically  be revoked;  (ii) Marathon shall, and
shall cause each of its  Representatives to, promptly take all such actions
as are necessary to provide that the Company shall thereupon  resume making
distributions  of  Distributable  Cash  and  Tax  Liability   Distributions
directly  to  Ashland  pursuant  to Article V of the LLC  Agreement;  (iii)
Marathon shall  immediately  pay to Ashland an amount equal to all Exercise
Period  Distributions  received by

<PAGE>
                                                                         56


Marathon  from the Company in  accordance  with the  provisions  of Section
5.01(a)(ii),   together  with   interest  on  each  such  Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable  to  Ashland  (or,  if  earlier,  the date such  amount was paid to
Marathon)  to (and  including)  the date such  amount is paid to Ashland in
accordance with the provisions of this clause (iii); (iv) the Company shall
immediately release to Ashland all amounts then held in the Escrow Account,
including any income earned thereon;  and (v) if the Closing shall not have
occurred  on or prior to the date  that is 180  days  after  the  Scheduled
Closing Date, Ashland  thereafter shall have the right,  exercisable at any
time  prior to the  Closing by written  notice to  Marathon,  to revoke its
Ashland Put Exercise Notice or Marathon's Marathon Call Exercise Notice, as
applicable.

                  (b)  Adjustments  to Ashland Put Price or  Marathon  Call
Price.  In  addition,  if the  Closing  of the  Marathon  Call Right or the
Ashland Put Right does not occur on the Scheduled Closing Date, and (i) the
delay is due to (x) a failure by Marathon  or USX to timely  perform in any
material respect any of its respective  covenants and agreements  contained
herein  or  (y)  the  fact  that  any of  Marathon's  or  USX's  respective
representations and warranties  contained herein have ceased to be true and
correct in any material respect, and (ii) Ashland shall not have (x) failed
to  timely  perform  in any  material  respect  any of  its  covenants  and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect, then Marathon shall be
entitled  to deduct  from the  Marathon  Call Price or from the Ashland Put
Price (or the first Installment  Payment, as applicable) payable to Ashland
on the Delayed Closing Date, an amount (the "9.04(b) Post-Scheduled Closing
Date  Distribution  Amount")  equal to the amount of any  Ashland  Exercise
Period  Distributions  that Ashland shall have received from the Company in
Cash during the Delayed  Closing Date  Interest  Period and, on the Delayed
Closing  Date,  Marathon  shall pay to Ashland in addition to the  Marathon
Call Price or the Ashland Put Price (or the first Installment  Payment,  as
applicable) and related accrued  interest  payable pursuant to Section 3.01
or 4.01, as  applicable,  an amount in Cash equal to the amount of interest
accrued during the Delayed  Closing  Interest  Period on an amount equal to
(1) the  Marathon  Call  Price  or the  Ashland  Put  Price  (or the  first
Installment   Payment  thereof,

<PAGE>
                                                                         57

as  applicable)   minus  (2)  the  9.04(b)   Post-Scheduled   Closing  Date
Distribution  Amount,  at a rate per annum  equal to the 30-day  LIBOR Rate
multiplied by 1.5, with daily accrual of interest.

                  (c) Other Consequences. In the event that Ashland revokes
its Ashland Put Exercise Notice or Marathon's Marathon Call Exercise Notice
pursuant to clause (v) of Section  9.03(a),  each of Ashland  and  Marathon
shall  thereafter have the right to exercise their  respective  Ashland Put
Right  and  Marathon  Call  Right  in  accordance  with  the  terms of this
Agreement.  Any such revocation  shall not operate as a release of Marathon
or USX from any  liability  it may have to  Ashland  for any  breach of its
obligations  under this Agreement and such revocation  shall not in any way
preclude  Ashland from exercising any right or power hereunder or otherwise
available to it at law or in equity as a result of any such breach.

                  SECTION 9.05.  Consequences  of a Delayed  Closing of the
Marathon Call Right or the Ashland Put Right Where No Party Is at Fault. If
the  Closing of the  Marathon  Call Right or the Ashland Put Right does not
occur on the Scheduled  Closing Date, and the delay is not due to a failure
by any party hereto to timely  perform in any  material  respect any of its
respective  covenants and agreements  contained  herein or to the fact that
any party's  representations and warranties contained herein have ceased to
be true and correct in any material  respect,  then  Marathon  shall pay to
Ashland on the Delayed Closing Date, in addition to the Marathon Call Price
or the Ashland Put Price (or the first Installment  Payment, as applicable)
and related accrued  interest  payable pursuant to Section 3.01 or 4.01, as
applicable,  an amount in Cash  equal to the  amount  of  interest  accrued
during the Delayed  Closing  Interest  Period on the Marathon Call Price or
the Ashland Put Price (or the first Installment Payment, as applicable), at
a rate per annum equal to the Base Rate, with daily accrual of interest. If
the Delayed Closing Date does not occur on or prior to the date that is 180
days after the Scheduled Closing Date and the delay is not due to an action
or failure to act by any of Marathon, USX or Ashland, then (i) effective as
of 12:01 a.m. on the day immediately following the last day of such 180-day
period,  all  Ashland  Representatives  Revocable  Proxies  and the Ashland
LOOP/LOCAP  Revocable Proxy shall  automatically be revoked;  (ii) Marathon
shall,  and shall cause each of its

<PAGE>
                                                                         58

Representatives  to,  promptly  take all such  actions as are  necessary to
provide that the Company shall resume making distributions of Distributable
Cash and Tax  Liability  Distributions  directly  to  Ashland  pursuant  to
Article V of the LLC Agreement;  (iii) Marathon  shall  immediately  pay to
Ashland an amount equal to all Exercise  Period  Distributions  received by
Marathon  from the Company in  accordance  with the  provisions  of Section
5.01(a)(ii),   together  with   interest  on  each  such  Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable  to  Ashland  (or,  if  earlier,  the date such  amount was paid to
Marathon)  to (and  including)  the date such  amount is paid to Ashland in
accordance with the provisions of this clause (iii); (iv) the Company shall
immediately release to Ashland all amounts then held in the Escrow Account,
including any income earned thereon;  and (v) the parties shall be restored
to their rights as though the Ashland Put Right or the Marathon  Call Right
had never been  exercised,  without  liability to any party and without any
effect on the  ability of  Ashland to  exercise  its  Ashland  Put Right or
Marathon to exercise its Marathon Call Right in  accordance  with the terms
of this Agreement in the future.

                  SECTION  9.06.  Consequences  of Delayed  Second or Third
Scheduled   Installment   Payment.  If  Marathon  shall  fail  to  make  an
Installment  Payment on the second or third Scheduled  Installment  Payment
Date,  if  applicable,  then on such  later  date on which  the  applicable
Installment  Payment is  actually  made  (such  later date being a "Delayed
Installment  Payment Date"),  Marathon shall pay to Ashland, in addition to
the applicable  Installment  Payment and related accrued  interest  payable
pursuant to Section 3.01 or 4.01, as applicable, an amount in Cash equal to
the amount of  interest  accrued  during the period  commencing  on the day
immediately  following the Scheduled Installment Payment Date and ending on
and including the date of the payment of the relevant  Installment  Payment
(the "Delayed  Installment Payment Date Interest Period") on the applicable
Installment  Payment,  at a rate per annum  equal to the 30 day LIBOR  Rate
multiplied by 1.5, with daily accrual of interest.

                  SECTION 9.07.  Consequences  of a Delayed  Closing of the
Special  Termination  Right  Where  Terminating  Member  Is at  Fault.  (a)
Continuation of Term of the Company; Right to Specific Performance.  If the
Closing of the  Special  Termination  Right  shall not have  occurred on or
prior to the

<PAGE>
                                                                         59

Scheduled  Closing  Date,  and (i) the delay is due to (x) a failure by the
Terminating Member (or, if Marathon is the Terminating Member,  Marathon or
USX) to timely  perform in any material  respect any of its  covenants  and
agreements  contained  herein or (y) the fact  that any of the  Terminating
Member's (or, if Marathon is the Terminating  Member,  Marathon's or USX's)
representations and warranties  contained herein have ceased to be true and
correct in any material respect,  and (ii) the Non-Terminating  Member (or,
if Marathon is the Non-Terminating  Member, Marathon or USX) shall not have
(x) failed to timely  perform in any material  respect any of its covenants
and agreements  contained herein or (y) breached any of its representations
and  warranties  contained  herein  in  any  material  respect,   then  the
Non-Terminating  Member shall have the right to elect, by written notice to
the Company and the Terminating Member, to either (i) terminate the Term of
the  Company at the end of the  Initial  Term or the  then-current  10-year
extension  thereof,  as  applicable  (in which case the Term of the Company
shall  automatically  terminate  upon the expiration of the Initial Term or
the then-current 10-year extension thereof), or (ii) extend the Term of the
Company for two  additional  years  following the expiration of the Initial
Term or the then-current 10-year extension thereof, as applicable (in which
case the Term of the  Company  shall  automatically  be  extended  for such
additional two-year period).

                  (b)  Adjustment  to  Special  Termination  Price.  If the
Closing of the Special  Termination  Right does not occur on the  Scheduled
Closing Date, and (i) the delay is due to (x) a failure by the  Terminating
Member  (or, if Marathon  is the  Terminating  Member,  Marathon or USX) to
timely perform in any material  respect any of its covenants and agreements
contained herein or (y) the fact that any of the Terminating  Member's (or,
if Marathon is the Terminating Member, Marathon's or USX's) representations
and warranties  contained  herein have ceased to be true and correct in any
material respect,  and (ii) the Non-Terminating  Member (or, if Marathon is
the  Terminating  Member,  Marathon  or USX)  shall not have (x)  failed to
timely perform in any material  respect any of its covenants and agreements
contained herein or (y) breached any of its  representations and warranties
contained herein in any material respect,  then on the Delayed Closing Date
the Non-Terminating  Member shall deduct from the Special Termination Price
payable to the  Terminating  Member on the Delayed  Closing Date, an amount
equal to the amount of interest  accrued  during the Delayed

<PAGE>
                                                                         60

Closing Date Interest  Period on the Special  Termination  Price, at a rate
per annum  equal to the 30-day  LIBOR Rate  multiplied  by 1.5,  with daily
accrual of interest.

                  SECTION 9.08.  Consequences  of a Delayed  Closing of the
Special  Termination  Right Where  Non-Terminating  Member Is at Fault. (a)
Revocation of Proxies;  Payment of  Distributions  to  Terminating  Member;
Right to Revoke Special Termination  Exercise Notice. If the Closing of the
Special Termination Right does not occur on the Scheduled Closing Date, and
(i) the delay is due to a failure by the  Non-Terminating  Member  (or,  if
Marathon is the Non-Terminating  Member, Marathon or USX) to timely perform
in any  material  respect any of its  covenants  and  agreements  contained
herein or (y) the fact that any of the  Non-Terminating  Member's  (or,  if
Marathon   is   the   Non-Terminating   Member,    Marathon's   or   USX's)
representations and warranties  contained herein have ceased to be true and
correct in any material  respect,  and (ii) the Terminating  Member (or, if
Marathon  is the  Terminating  Member,  Marathon or USX) shall not have (x)
failed to timely  perform in any material  respect any of its covenants and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect,  then (i) effective as
of 12:01 a.m. on the day immediately  following the Scheduled Closing Date,
all Marathon  Representative  Revocable Proxies (in the circumstance  where
Marathon is the Terminating Member) or all Ashland Representative Revocable
Proxies and the Ashland  LOOP/LOCAP  Revocable  Proxy (in the  circumstance
where Ashland is the Terminating  Member) shall  automatically  be revoked;
(ii)  the  Non-Terminating  Member  shall,  and  shall  cause  each  of its
Representatives  to,  promptly  take all such  actions as are  necessary to
provide that the Company shall  thereupon  resume making  distributions  of
Distributable  Cash  and  Tax  Liability   Distributions  directly  to  the
Terminating  Member  pursuant to Article V of the LLC Agreement;  (iii) the
Non-Terminating  Member shall immediately pay to the Terminating  Member an
amount  equal  to  all  Exercise  Period  Distributions   received  by  the
Non-Terminating  Member from the Company in accordance  with the provisions
of Section 5.01(a)(ii) or Section 5.01(b)(ii), as applicable, together with
interest  on each such  Exercise  Period  Distribution  at a rate per annum
equal  to the  Base  Rate,  with  daily  accrual  of  interest,  from  (but
excluding)  the date such amount was otherwise  payable to the  Terminating
Member   (or,   if   earlier,   the  date  such  amount  was  paid  to  the
Non-Terminating  Member) to (and including) the

<PAGE>
                                                                         61

date such amount is paid to the  Terminating  Member in accordance with the
provisions of this clause (iii); (iv) the Company shall immediately release
to the  Terminating  Member all  amounts  then held in the Escrow  Account,
including any income earned thereon;  and (v) if the Closing shall not have
occurred on or prior to the date that is 120 days before the  expiration of
the Initial Term or the then-current 10-year extension thereof, each of the
Terminating Member and the Non-Terminating Member thereafter shall have the
right,  exercisable  at any time prior to the Closing by written  notice to
the other party, to revoke the Non-Terminating Member's Special Termination
Exercise Notice, in which event the Term of the Company shall automatically
terminate  upon the  expiration  of the  Initial  Term or the  then-current
10-year extension thereof.

                  (b)   Adjustments  to  Special   Termination   Price.  In
addition, if the Closing of the Special Termination Right does not occur on
the Scheduled  Closing  Date,  and (i) the delay is due to (x) a failure by
the Non-Terminating Member (or, if Marathon is the Non-Terminating  Member,
Marathon  or USX) to timely  perform  in any  material  respect  any of its
covenants and agreements  contained  herein or (y) the fact that any of the
Non-Terminating  Member's (or, if Marathon is the  Non-Terminating  Member,
Marathon's or USX's)  representations and warranties  contained herein have
ceased  to be true  and  correct  in any  material  respect,  and  (ii) the
Terminating Member (or, if Marathon is the Terminating Member,  Marathon or
USX) shall not have (x) failed to timely  perform in any  material  respect
any of its covenants and agreements contained herein or (y) breached any of
its  representations  and  warranties  contained  herein  in  any  material
respect,  then the Non-Terminating  Member shall be entitled to deduct from
the Special  Termination  Price  payable to the  Terminating  Member on the
Delayed Closing Date, an amount (the "9.08(b)  Post-Scheduled  Closing Date
Distribution   Amount")  equal  to  the  amount  of  any  Exercise   Period
Distributions  that the  Terminating  Member shall have  received  from the
Company in Cash during the Delayed Closing Date Interest Period and, on the
Delayed  Closing  Date,  the  Non-Terminating   Member  shall  pay  to  the
Terminating Member in addition to the Special Termination Price and related
accrued  interest payable pursuant to Section 2.01, an amount in Cash equal
to the amount of  interest  accrued  during the  Delayed  Closing  Interest
Period on an amount  equal to (1) the Special  Termination  Price minus (2)
the 9.08(b)  Post-Scheduled Closing Date Distribution Amount, at a rate

<PAGE>
                                                                         62

per annum  equal to the 30-day  LIBOR Rate  multiplied  by 1.5,  with daily
accrual of interest.

                  (c) Other Consequences. In the event that the Terminating
Member revokes the Non-Terminating  Member's Special  Termination  Exercise
Notice, then the Non-Terminating Member shall not thereafter have the right
to exercise its Special  Termination  Right.  Any such revocation shall not
operate as a release of the  Non-Terminating  Member from any  liability it
may have to the Terminating  Member for any breach of its obligations under
this  Agreement  and such  revocation  shall  not in any way  preclude  the
Terminating  Member  from  exercising  any  right  or  power  hereunder  or
otherwise  available  to it at law or in  equity  as a  result  of any such
breach.

                  SECTION 9.09.  Consequences of Delayed Closing of Special
Termination Right Where No Party Is at Fault. If the Closing of the Special
Termination  Right does not occur on the Scheduled  Closing  Date,  and the
delay is not due to a failure by any party hereto to timely  perform in any
material respect any of its respective  covenants and agreements  contained
herein  or to the fact  that any  party's  representations  and  warranties
contained  herein  have  ceased  to be true  and  correct  in any  material
respect,  then the  Non-Terminating  Member  shall  pay to the  Terminating
Member on the Delayed Closing Date, in addition to the Special  Termination
Price and related  accrued  interest  payable  pursuant to Section 2.01, an
amount in Cash equal to the amount of interest  accrued  during the Delayed
Closing  Interest  Period on the Special  Termination  Price, at a rate per
annum  equal to the Base Rate,  with  daily  accrual  of  interest.  If the
Delayed  Closing  Date  does not  occur on or prior to the date that is 120
days before the expiration of the Initial Term or the then-current  10-year
extension  thereof  and the delay is not due to an action or failure to act
by the Terminating Member or the Non-Terminating Member, then (i) effective
as of 12:01 a.m. on the day immediately following such 120th day before the
expiration  of the  Initial  Term  or the  then-current  10-year  extension
thereof, all Marathon Representative Revocable Proxies (in the circumstance
where  Marathon is the  Terminating  Member) or all Ashland  Representative
Revocable  Proxies  and the  Ashland  LOOP/LOCAP  Revocable  Proxy  (in the
circumstance  where  Ashland is the  Terminating  Member) shall be revoked;
(ii)  the  Non-Terminating  Member  shall,  and  shall  cause  each  of its
Representatives  to,  promptly  take all such  actions

<PAGE>
                                                                         63

as  are   necessary  to  provide  that  the  Company  shall  resume  making
distributions  of  Distributable  Cash  and  Tax  Liability   Distributions
directly  to the  Terminating  Member  pursuant  to  Article  V of the  LLC
Agreement;  (iii) the  Non-Terminating  Member shall immediately pay to the
Terminating  Member an amount  equal to all Exercise  Period  Distributions
received by the Non-Terminating  Member from the Company in accordance with
the  provisions  of  Section   5.01(a)(ii)  or  Section   5.01(b)(ii),   as
applicable,   together  with   interest  on  each  such   Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable to the Terminating Member (or, if earlier, the date such amount was
paid to the Non-Terminating Member) to (and including) the date such amount
is paid to the Terminating Member in accordance with the provisions of this
clause (iii); (iv) the Company shall immediately release to the Terminating
Member all amounts then held in the Escrow  Account,  including  any income
earned  thereon;  and  (v)  the  Term of the  Company  shall  automatically
terminate  upon the  expiration  of the  Initial  Term or the  then-current
10-year extension thereof.


                                 ARTICLE X

                            Registration Rights

                  SECTION  10.01.  Registration  upon Request.  (a) Ashland
shall  have the right to make a written  demand  upon the issuer or, in the
case of any Marathon Debt  Securities  issued by Marathon and guaranteed by
USX,  issuers of any class of  Securities  delivered  or to be delivered to
Ashland as payment of any portion of the  Ashland  Put Price (both  parties
hereinafter referred to collectively as the "Issuer"), on not more than six
separate  occasions  (subject to the provisions of this Section 10.01),  to
either, at Ashland's option, (i) register under the Securities Act all or a
portion of such  Securities for purposes of a public offering by Ashland of
such Securities or (ii) prepare an Offering Memorandum that covers all or a
portion of such  Securities for purposes of a private  placement by Ashland
of such  Securities  (either of such requests being referred to herein as a
"Demand Registration") that were not registered under the Securities Act at
the time of issuance  thereof to Ashland on the Closing Date or Installment
Payment Date, as the case may be, and the Issuer shall use its best efforts


<PAGE>
                                                                         64

to file a Registration Statement and cause such Securities to be registered
under the Securities Act (in the case of a Demand Registration for a public
offering)  or to  prepare  a final  Offering  Memorandum  (in the case of a
Demand  Registration  for a  private  placement)  (i)  in the  case  of any
Securities  to  be  delivered  to  Ashland  on  the  Closing  Date  or  any
Installment  Payment  Date,  not later than the  Scheduled  Closing Date or
applicable  Scheduled  Installment  Payment Date or (ii) in the case of any
Securities  that have been  delivered to Ashland on the Closing Date or any
Installment  Payment  Date,  in each case not later than 60 days after such
written  demand by Ashland;  provided that each Demand  Registration  shall
cover  Securities  having an  aggregate  fair  market  value  (based on the
then-current  market  value of such  Securities  or, if such  market  value
cannot  be  determined,  based  on the  expected  offering  price  of  such
Securities) equal to (i) in the case of a public offering,  $100 million or
more,  unless Ashland shall hold less than $100 million of  Securities,  in
which event, the remaining  Securities held by Ashland and (ii) in the case
of a private placement, $25 million or more, unless Ashland shall hold less
than $25 million of Securities,  in which event,  the remaining  Securities
held by Ashland.

                  (b)  Notwithstanding  the provisions of Section 10.01(a),
the  Issuer  (i) shall not be  obligated  to  prepare or file more than one
Registration  Statement pursuant to this Section 10.01 during any six month
period  (measured  from the  effective  date (or,  in the case of a private
placement,  the  closing  date)  of  the  most  recently  requested  Demand
Registration  to the date of the demand by Ashland for a subsequent  Demand
Registration)  and (ii) shall be  entitled  to  postpone  the filing of any
Registration  Statement  otherwise  required to be prepared and filed by it
pursuant  to  Section  10.01(a),  and to  prevent  Ashland  from  initially
distributing any Offering  Memorandum required to be prepared by the Issuer
pursuant  to Section  10.01(a),  in each case (x) if the Issuer is actively
pursuing an  Underwritten  Public  Offering,  for a period of up to 90 days
following the closing of any Underwritten  Public  Offering;  provided that
the  Issuer is advised  by its  managing  underwriter  or  underwriters  in
writing (with a copy to Ashland),  that the price at which securities would
be  offered  in  such  offering  would,  in its  or in  their  opinion,  be
materially   adversely   affected  by  the   registration  or  the  initial
dissemination of the Offering Memorandum so requested,  or (y) for a period
of up to 90 days if the


<PAGE>
                                                                         65

Issuer  determines  in its  reasonable  judgment and in good faith that the
registration and distribution of such Securities (or the private  placement
thereof,  in the case of a sale by Ashland of such  securities  pursuant to
Section 4(2) or Rule 144A of the Securities Act) would materially adversely
impair or interfere with in any material respect any contemplated  material
financing,  acquisition,  disposition,  corporate  reorganization  or other
similar  transaction  involving  the Issuer or any of its  subsidiaries  or
Affiliates  ((x)  or  (y)  being  hereinafter  referred  to as a  "Blackout
Period"),  provided, however, that the aggregate number of days included in
all Blackout  Periods during any consecutive 12 months shall not exceed 180
days, and;  provided  further,  however,  that a period of at least 30 days
shall  elapse  between  the  termination  of any  Blackout  Period  and the
commencement of the immediately succeeding Blackout Period. In the event of
such  postponement,  Ashland  shall have the right to withdraw such request
for  registration or request for  preparation of an Offering  Memorandum by
giving  written notice to the Issuer within 20 days after receipt of notice
of postponement  and, in the event of such  withdrawal,  such request shall
not  be  counted  for  purposes  of   determining   the  number  of  Demand
Registrations to which Ashland is entitled pursuant to Section 10.01(a).

                  (c) A  registration  requested  pursuant to this  Section
10.01  shall not be deemed to have been  effected  unless the  Registration
Statement  relating  thereto (i) has become  effective under the Securities
Act and (ii) has  remained  effective  for a period of at least 90 days (or
such shorter period in which all Securities  included in such  registration
have actually been sold thereunder);  provided,  however, that if after any
Registration  Statement  requested  pursuant to this Section  10.01 becomes
effective such Registration Statement is interfered with by any stop order,
injunction  or  other  order  or  requirement  of the  Commission  or other
Governmental Authority solely due to the actions or omissions to act of the
Issuer  prior to  being  effective  for 90 days  and  less  than 75% of the
Securities have been sold thereunder,  such Registration Statement shall be
at the sole  expense  of the  Issuer  and  shall  not  constitute  a Demand
Registration.  In addition,  a request for the  preparation  of an Offering
Memorandum  pursuant to this Section 10.01 shall not be deemed to have been
effected unless the information  contained in such Offering  Memorandum has
remained  "reasonably  current" (as such term is defined in Rule 144A

<PAGE>
                                                                         66

under the Securities Act) for a period of at least 90 days (or such shorter
period in which all  Securities  covered by such Offering  Memorandum  have
actually been sold thereunder);  provided,  however,  that if such Offering
Memorandum is interfered with by any stop order,  injunction or other order
or requirement of the Commission or other Governmental Authority solely due
to the actions or  omissions  to act of the Issuer  prior to such  Offering
Memorandum being made available to Ashland for 90 days and less than 75% of
the Securities have been sold pursuant  thereto,  such Offering  Memorandum
shall be at the sole  expense  of the  Issuer  and shall not  constitute  a
Demand Registration.

                  (d) On or after the date  hereof,  the  Issuer  shall not
grant to any other holder of its securities,  whether currently outstanding
or issued in the future, any incidental or "piggy-back" registration rights
with respect to any  Registration  Statement  filed or Offering  Memorandum
prepared  pursuant to a Demand  Registration  under this Section 10.01 and,
without  the prior  consent of  Ashland,  will not permit any holder of its
securities  to  participate  in any  offering  or  private  placement  made
pursuant to a Demand Registration under this Section 10.01.

                  (e) If a Demand  Registration  involves  an  Underwritten
Public Offering and the managing  underwriter or underwriters  shall advise
the  Issuer  and  Ashland  in  writing  that,  in its view,  the  number of
securities  requested  to be  included  in  such  registration  (including,
without  limitation,  Securities  requested  to  be  included  by  Ashland,
securities  which  the  Issuer  proposes  to be  included,  and  securities
proposed to be included by other holders of securities  entitled to include
securities in such  registration  pursuant to  incidental  or  "piggy-back"
registration rights other than those pursuant to this Article X (the "Other
Holders"))  exceeds the largest number of shares of securities which can be
sold without having an adverse effect on such offering, including the price
at which such  securities can be sold (the "Maximum  Offering  Size"),  the
Issuer shall include in such registration, in the priority listed below, up
to the Maximum Offering Size:

                  (i) first,  all Securities  requested to be registered by
Ashland;

<PAGE>
                                                                         67


                  (ii) second,  all securities  requested to be included in
         such  registration by any Other Holder  (allocated,  if necessary,
         for the offering not to exceed the Maximum Offering Size, pro rata
         among such Other  Holders on the basis of the  relative  number of
         securities requested to be included in such registration); and

                  (iii) third, any securities  proposed to be registered by
         the  Issuer or by any Other  Holders  pursuant  to  incidental  or
         "piggy-back" registration rights.

                  (f) Ashland may, at any time, prior to the effective date
of the Registration  Statement or the initial  distribution of the Offering
Memorandum  relating to such  request,  revoke such  request by providing a
written  notice to the Issuer,  in which case such request,  as so revoked,
shall not constitute a Demand Registration.

                  SECTION 10.02.  Covenants of the Issuer. (a) Registration
Statement Covenants.  In the event that any Securities are to be registered
pursuant to Section  10.01,  the Issuer  covenants and agrees that it shall
(i) use its best efforts to effect the registration,  (ii) cooperate in the
sale of the Securities and (iii) as expeditiously as possible:

                  (1) prepare and file with the  Commission a  Registration
         Statement  with  respect  to  such  Securities  on  Form  S-3,  if
         permitted,  or  otherwise  on any form for which the  Issuer  then
         qualifies or which counsel for the Issuer shall deem  appropriate,
         and which form shall be available  for the sale of the  Securities
         in accordance with the intended  methods of distribution  thereof,
         and use its best efforts to cause such  Registration  Statement to
         become and remain effective;

                  (2) prepare and file with the  Commission  amendments and
         supplements to such Registration  Statement and prospectus used in
         connection   therewith   as  may  be  necessary  to  maintain  the
         effectiveness  of  such   registration  and  to  comply  with  the
         provisions of the Securities  Act with respect to the  disposition
         of all securities covered by such Registration Statement until the
         earlier  of (i)  such  time as all of such  securities  have  been
         disposed of in accordance with the

<PAGE>
                                                                         68

         intended  methods  of  disposition  by  Ashland  set forth in such
         Registration  Statement  and (ii) the  expiration of 90 days after
         the date such Registration  Statement becomes effective;  provided
         that before filing a Registration Statement or prospectus,  or any
         amendments  or  supplements  thereto,  the Issuer shall furnish to
         Ashland and its counsel,  copies of all  documents  proposed to be
         filed;

                  (3)  furnish  to  Ashland  such  number of copies of such
         Registration  Statement  and  of  each  amendment  and  supplement
         thereto  (in each case  including  all  exhibits),  such number of
         copies of the prospectus and prospectus supplement, as applicable,
         in conformity  with the  requirements  of the Securities  Act, and
         such other documents as Ashland may reasonably request in order to
         facilitate the disposition of the Securities by Ashland;

                  (4) use its best  efforts to  register  or  qualify  such
         Securities covered by such Registration Statement under such other
         securities or blue sky laws of such jurisdictions as Ashland shall
         reasonably request, and do any and all other acts and things which
         may be  reasonably  necessary or  advisable  to enable  Ashland to
         consummate the disposition in such jurisdictions of the Securities
         owned by Ashland,  except  that the Issuer  shall not for any such
         purpose be required to (i) qualify  generally  to do business as a
         foreign  corporation  in  any  jurisdiction  where,  but  for  the
         requirements  of  this  Section  10.04(a)(4),   it  would  not  be
         obligated to be so qualified,  (ii) subject  itself to taxation in
         any such  jurisdiction  or (iii)  consent  to  general  service of
         process in any such jurisdiction);

                  (5) use its best efforts to cause such Securities covered
         by such  Registration  Statement to be registered with or approved
         by such  other  governmental  agencies  or  authorities  as may be
         necessary to enable Ashland to consummate the  disposition of such
         Securities;

                  (6) notify Ashland at any time when a prospectus relating
         to a Registration  Statement is required to be delivered under the
         Securities Act within the appropriate  period mentioned in Section
         10.02(a)(2),  of the  happening  of any event as a result of which
         such  Registration  Statement  contains an untrue  statement  of a

<PAGE>
                                                                         69


         material  fact or omits to state a material  fact  required  to be
         stated  therein or  necessary to make the  statements  therein not
         misleading in light of the circumstances then existing, and at the
         request of Ashland,  prepare  and furnish to Ashland a  reasonable
         number of copies of an amended or  supplemental  prospectus as may
         be necessary so that, as thereafter delivered to the purchasers of
         such  Securities,  such  prospectus  shall not  contain  an untrue
         statement  of a  material  fact or omit to state a  material  fact
         required to be stated  therein or necessary to make the statements
         therein  not  misleading  in  light  of  the  circumstances   then
         existing;

                  (7)  otherwise  use its best  efforts to comply  with all
         applicable  rules  and  regulations  of the  Commission,  and make
         available to Ashland,  as soon as reasonably  practicable (but not
         more  than  eighteen  months)  after  the  effective  date  of the
         Registration  Statement, an earnings statement which shall satisfy
         the  provisions  of Section  11(a) of the  Securities  Act and the
         rules and regulations promulgated thereunder;

                  (8) use its best  efforts  to cause  all such  Securities
         that are Marathon Equity Securities to be listed on any securities
         exchange on which the securities of the Issuer are then listed, if
         such  Securities  are not already so listed and if such listing is
         then permitted under the rules of such exchange,  and to provide a
         transfer agent and registrar for such  Securities  covered by such
         Registration  Statement no later than the  effective  date of such
         Registration Statement;

                  (9) use its  best  efforts  to  obtain  a "cold  comfort"
         letter or letters from the Issuer's independent public accountants
         in customary form; and

                  (10) cooperate with Ashland and the managing  underwriter
         or underwriters,  if any, to facilitate the timely preparation and
         delivery of  certificates  (not bearing any  restrictive  legends)
         representing  the  Securities  to be sold under such  Registration
         Statement,  and enable such Securities to be in such denominations
         and  registered  in such  names  as the  managing  underwriter  or
         underwriters, if any, or Ashland may request.

<PAGE>
                                                                         70


                  (b) Offering Memorandum Covenants.  In the event that any
Securities  are to be sold by  Ashland by means of an  Offering  Memorandum
prepared by the Issuer pursuant to Sections 10.01, the Issuer covenants and
agrees that it shall (i) cooperate in the sale of the  Securities  and (ii)
as expeditiously as possible:

                  (1) prepare the Offering Memorandum;

                  (2) prepare  amendments and  supplements to such Offering
         Memorandum  as may be  necessary to keep the  information  in such
         Offering Memorandum  "reasonably current" (as such term is defined
         in Rule 144A  under  the  Securities  Act) and to comply  with the
         provisions of the Securities  Act with respect to the  disposition
         of all securities  covered by such Offering  Memorandum  until the
         earlier  of (i)  such  time as all of such  securities  have  been
         disposed of in accordance with the intended methods of disposition
         by  Ashland  set forth in such  Offering  Memorandum  and (ii) the
         expiration of 90 days after the date such Offering  Memorandum (in
         definitive form) is circulated to the initial purchasers; provided
         that before making any  amendments  or  supplements  thereto,  the
         Issuer  shall  furnish to Ashland and its  counsel,  copies of all
         proposed amendments or supplements;

                  (3)  furnish  to  Ashland  such  number of copies of such
         Offering  Memorandum and of each amendment and supplement  thereto
         (in each case including all exhibits), and such other documents as
         Ashland  may  reasonably   request  in  order  to  facilitate  the
         disposition of the Securities by Ashland;

                  (4) use its best  efforts to  register  or  qualify  such
         Securities  covered by such Offering  Memorandum  under such other
         securities or blue sky laws of such jurisdictions as Ashland shall
         reasonably request, and do any and all other acts and things which
         may be  reasonably  necessary or  advisable  to enable  Ashland to
         consummate the disposition in such jurisdictions of the Securities
         owned by Ashland,  except  that the Issuer  shall not for any such
         purpose be required to (i) qualify  generally  to do business as a
         foreign  corporation  in  any  jurisdiction  where,  but  for  the
         requirements  of  this  Section  10.02(b)(4),   it  would  not  be
         obligated to be so qualified,  (ii) subject  itself to

<PAGE>
                                                                         71

         taxation  in any such  jurisdiction  or (iii)  consent  to general
         service of process in any such jurisdiction);

                  (5) use its best efforts to cause such Securities covered
         by such Offering  Memorandum to be registered  with or approved by
         such  other  governmental   agencies  or  authorities  as  may  be
         necessary to enable Ashland to consummate the  disposition of such
         Securities;

                  (6) notify Ashland at any time prior to the completion of
         the sale of the  Securities  by  Ashland  that are  covered by the
         Offering Memorandum,  of the happening of any event as a result of
         which such Offering  Memorandum  contains an untrue statement of a
         material  fact or omits to state a material  fact  required  to be
         stated  therein or  necessary to make the  statements  therein not
         misleading in light of the circumstances then existing, and at the
         request of Ashland,  prepare  and furnish to Ashland a  reasonable
         number of copies of an amended or supplemental Offering Memorandum
         as may be  necessary  so  that,  as  thereafter  delivered  to the
         purchasers of such Securities,  such Offering Memorandum shall not
         contain an untrue  statement of a material fact or omit to state a
         material fact  required to be stated  therein or necessary to make
         the   statements   therein   not   misleading   in  light  of  the
         circumstances then existing;

                  (7)  otherwise  use its best  efforts to comply  with all
         applicable rules and regulations of the Commission;

                  (8) use its best  efforts  to cause  all such  Securities
         that are Marathon Equity Securities to be listed on any securities
         exchange on which the securities of the Issuer are then listed, if
         such  Securities  are not already so listed and if such listing is
         then permitted under the rules of such exchange,  and to provide a
         transfer agent and registrar for such  Securities  covered by such
         Offering  Memorandum  no  later  than the  effective  date of such
         Offering Memorandum;

                  (9) use its  best  efforts  to  obtain  a "cold  comfort"
         letter or letters from the Issuer's independent public accountants
         in customary form; and

<PAGE>
                                                                         72


                  (10) cooperate  with Ashland and the initial  purchasers,
         if any,  to  facilitate  the timely  preparation  and  delivery of
         certificates  representing  the  Securities  to be sold under such
         Offering  Memorandum,  and enable  such  Securities  to be in such
         denominations   and  registered  in  such  names  as  the  initial
         purchasers, if any, or Ashland may request.

                  The Issuer may require Ashland to furnish the Issuer with
such  information   regarding  Ashland  and  pertinent  to  the  disclosure
requirements  relating to the registration  and/or the distribution of such
Securities  pursuant to this  Article X as the Issuer may from time to time
reasonably request in writing.

                  Ashland agrees that,  upon receipt of any notice from the
Issuer of the  happening  of any  event of the kind  described  in  Section
10.02(a)(6)  or  10.02(b)(6),  or of  the  imposition  by the  Issuer  of a
Blackout  Period  of the type  described  in  clause  (y) of  10.01(b)(ii),
Ashland shall  forthwith  discontinue  such  disposition of such Securities
pursuant to the Registration Statement or Offering Memorandum covering such
Securities  until  Ashland's  receipt of the copies of the  supplemented or
amended   prospectus  or  Offering   Memorandum   contemplated  by  Section
10.02(a)(6)  and  10.02(b)(6),  respectively,  or the  expiration  of  such
Blackout Period, as applicable,  and, if so directed by the Issuer, Ashland
shall  deliver to the Issuer (at the Issuer's  expense)  all copies,  other
than permanent file copies then in Ashland's possession,  of the prospectus
or Offering  Memorandum  covering  such  Securities  current at the time of
receipt of such notice. In the event the Issuer shall give any such notice,
the period mentioned in Section 10.02(a)(2) or 10.02(b)(2),  as applicable,
shall be  extended by the number of days during the period from the date of
the giving of such notice  pursuant to Section  10.02(a)(6) or 10.02(b)(6),
as  applicable,  and through the date when Ashland  shall have received the
copies of the  supplemented  or amended  prospectus or Offering  Memorandum
contemplated by Section  10.02(a)(6) or 10.02(b)(6),  respectively,  or the
expiration of such Blackout Period, as applicable.

                  SECTION 10.03. Fees and Expenses.  In connection with any
registration  pursuant to this Article X or the preparation of any Offering
Memorandum pursuant to this Article X, (i) Ashland shall pay all agent fees
and commissions and underwriting  discounts and commissions

<PAGE>
                                                                         73

related  to  the  Securities  being  sold  by  Ashland  and  the  fees  and
disbursements  of its counsel and accountants and (ii) the Issuer shall pay
all fees and disbursements of its counsel and accountants and the expenses,
including  fees  incurred  in  the  preparation  of a cold  comfort  letter
requested by Ashland  pursuant to Section  10.02(a)(9) or  10.02(b)(9),  as
applicable.   All  others  fees  and  expenses  in   connection   with  any
Registration   Statement  or  Offering   Memorandum   (including,   without
limitation,  all registration and filing fees, all printing costs, all fees
and expenses of complying with  securities or blue sky laws) shall be borne
by Ashland;  provided that Ashland  shall not pay any expenses  relating to
work that would  otherwise  be  incurred by the Issuer  including,  but not
limited  to,  the  preparation  and  filing of  periodic  reports  with the
Commission.

                  SECTION 10.04.  Indemnification and Contribution.  In the
case of any offering  registered  pursuant to this Article X or any private
placement  pursuant  to an  Offering  Memorandum  prepared  by  the  Issuer
pursuant  to this  Article  X, the  Issuer  agrees  to  indemnify  and hold
Ashland,  each underwriter or initial purchaser,  if any, of the Securities
under such  registration  or covered by such Offering  Memorandum  and each
person who controls any of the  foregoing  within the meaning of Section 15
of the Securities Act, and any director,  officer,  employee,  stockholder,
partner,  agent or representative,  of the foregoing,  harmless against any
and all losses,  claims, damages or liabilities (including reasonable legal
fees and  other  reasonable  expenses  incurred  in the  investigation  and
defense thereof)  (collectively  "Losses") to which they or any of them may
become subject under the  Securities Act or otherwise,  insofar as any such
Losses  shall arise out of or shall be based upon (i) any untrue  statement
or  alleged   untrue   statement  of  a  material  fact  contained  in  the
Registration  Statement (as amended if the Issuer shall have filed with the
Commission any amendment thereof) or Offering Memorandum (as amended if the
Issuer  shall  have   prepared   and   delivered  to  Ashland  for  private
distribution any amendment to such Offering Memorandum), or the omission or
alleged  omission to state  therein a material  fact  required to be stated
therein  or  necessary  to make  the  statements  therein,  in light of the
circumstances under which they were made, not misleading or (ii) any untrue
statement or alleged  untrue  statement of a material fact contained in the
prospectus  relating  to  the  sale  of  such  Securities  (as  amended  or
supplemented  if the  Issuer  shall  have  filed  with the  Commission  any
amendment


<PAGE>
                                                                         74

thereof or  supplement  thereto),  or the  omission or alleged  omission to
state  therein a material  fact  necessary in order to make the  statements
therein,  in light of the  circumstances  under  which they were made,  not
misleading;  provided  that the  indemnification  contained in this Section
10.04 shall not apply to such  Losses  which shall arise out of or shall be
based upon any such untrue  statement or alleged untrue  statement,  or any
such omission or alleged  omission,  which shall have been made in reliance
upon and in conformity with information  furnished in writing to the Issuer
by Ashland or such  underwriter or initial  purchaser,  as the case may be,
specifically for use in connection with the preparation of the Registration
Statement,  the prospectus  contained in the Registration  Statement or the
Offering  Memorandum,  as  applicable,  or any such  amendment  thereof  or
supplement therein.

                  Notwithstanding the foregoing  provisions of this Section
10.04,  the  Issuer  shall  not  be  liable  to  Ashland,  any  person  who
participates as an underwriter in the offering or sale of such  Securities,
any  person  who  participates  as an  initial  purchaser  in  the  private
placement  of such  Securities  or any other  person,  if any, who controls
Ashland or any underwriter or initial  purchaser (within the meaning of the
Securities  Act),  under the indemnity  agreement in this Section 10.04 for
any such Losses that arise out of Ashland's or such other person's  failure
to send or give a copy of the final prospectus or final Offering Memorandum
to the person  asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the
sale of the  Securities  to such person if such  statement  or omission was
corrected in such final  prospectus or final  Offering  Memorandum  and the
Issuer has  previously  furnished  copies  thereof in accordance  with this
Agreement.

                  In the case of each offering  registered pursuant to this
Article X and each  private  placement  pursuant to this Article X, Ashland
shall  agree,   and  each  underwriter  or  initial   purchaser,   if  any,
participating therein shall agree,  substantially in the same manner and to
the same  extent  as set forth in the  preceding  paragraph,  severally  to
indemnify  and hold  harmless  the Issuer and each person who  controls the
Issuer  within the  meaning of Section 15 of the  Securities  Act,  and any
director, officer, employee, stockholder,  partner, agent or representative
of the Issuer,  with  respect to any  statement  in or  omission  from such

<PAGE>
                                                                         75

Registration  Statement  (as  amended  or as  supplemented,  if  amended or
supplemented  as  aforesaid)  or  Offering  Memorandum  (as  amended  or as
supplemented,  if amended or supplemented as aforesaid),  as applicable, if
such  statement  or omission  shall have been made in reliance  upon and in
conformity with  information  furnished in writing to the Issuer by Ashland
or such underwriter or initial purchaser,  as the case may be, specifically
for use in  connection  with the  Registration  Statement,  the  prospectus
contained in such  Registration  Statement or the Offering  Memorandum,  as
applicable, or any such amendment thereof or supplement thereto.

                  Each party  indemnified  under this Section  10.04 shall,
promptly after receipt of notice of the  commencement  of any claim against
any such  indemnified  party in  respect of which  indemnity  may be sought
hereunder,  notify the  indemnifying  party in writing of the  commencement
thereof.  The failure of any indemnified party to so notify an indemnifying
party of any  action  shall not  relieve  the  indemnifying  party from any
liability in respect of such action  which it may have to such  indemnified
party on account of the indemnity  contained in this Section 10.04,  unless
(and only to the  extent) the  indemnifying  party was  prejudiced  by such
failure,  and in no event shall such failure relieve the indemnifying party
from any other  liability which it may have to such  indemnified  party. In
case any action in respect of which indemnification may be sought hereunder
shall be  brought  against  any  indemnified  party and it shall  notify an
indemnifying  party of the commencement  thereof,  the  indemnifying  party
shall be entitled  to  participate  therein  and, to the extent that it may
desire,  jointly with any other indemnifying party similarly  notified,  to
assume the defense thereof through counsel  reasonably  satisfactory to the
indemnified  party,  and after notice from the  indemnifying  party to such
indemnified  party of its  election so to assume the defense  thereof,  the
indemnifying party shall not be liable to such indemnified party under this
Section 10.04 for any legal or other expenses subsequently incurred by such
indemnified  party in  connection  with the  defense  thereof,  other  than
reasonable  costs  of  investigation  (unless  (i) such  indemnified  party
reasonably  objects to such  assumption  on the  grounds  that there may be
defenses  available to it which are different  from or in addition to those
available to such indemnifying  party, (ii) the indemnifying party and such
indemnified  party  shall have  mutually  agreed to the  retention  of such
counsel  or (iii)  in the  reasonable  opinion

<PAGE>
                                                                         76

of such indemnified  party  representation of such indemnified party by the
counsel  retained by the indemnifying  party would be inappropriate  due to
actual or potential  differing interests between such indemnified party and
any other party  represented by such counsel in such  proceeding,  in which
case the indemnified  party shall be reimbursed by the  indemnifying  party
for the reasonable  expenses incurred in connection with retaining one firm
of separate legal counsel; provided that (i) in circumstances where Ashland
or an  underwriter  or initial  purchaser is the  indemnifying  party,  the
indemnifying  party  shall  not be  liable  for more than one firm of legal
counsel for all  indemnified  parties and (ii) in  circumstances  where the
Issuer is the  indemnifying  party,  the  indemnifying  party  shall not be
liable for more than (A) one firm of legal counsel for Ashland, each person
who  controls  Ashland  within the meaning of Section 15 of the  Securities
Act, and any director,  officer, employee,  stockholder,  partner, agent or
representative  of  Ashland,  and (B) one  firm of  legal  counsel  for the
underwriters or initial purchasers,  if any, indemnified under this Section
10.04,  each person who controls such  underwriters  or initial  purchasers
within the meaning of Section 15 of the  Securities  Act, and any director,
officer,  employee,  stockholder,  partner, agent or representative of such
underwriters or initial  purchasers).  No indemnifying party shall, without
the prior written consent of the indemnified  party,  effect any settlement
of any claim or pending or  threatened  proceeding  in respect of which the
indemnified  party is or could have been a party and  indemnity  could have
been sought  hereunder by such  indemnified  party,  unless such settlement
includes  an  unconditional  release  of such  indemnified  party  from all
liability arising out of such claim or proceeding. If an indemnifying party
shall have expressly  acknowledged  its  indemnification  obligations  with
respect  to  a  claim  or  pending  or  threatened  proceeding,   then  the
indemnified  party with  respect  to such  claim or  pending or  threatened
proceeding shall not, without the prior written consent of the indemnifying
party,  effect  any  settlement  of such  claim or  pending  or  threatened
proceeding.

                  If the indemnification provided for in this Section 10.04
is  unavailable  to an indemnified  party or is  insufficient  to hold such
indemnified party harmless from any Losses in respect of which this Section
10.04  would  otherwise  apply  by its  terms  (other  than  by  reason  of
exceptions  provide herein),  then each applicable

<PAGE>
                                                                         77

indemnifying  party, in lieu of indemnifying such indemnified  party, shall
have a joint and several  obligation  to  contribute  to the amount paid or
payable  by such  indemnified  party as a result  of such  Losses,  in such
proportion as is appropriate to reflect the relative  benefits  received by
and fault of the indemnifying  party, on the one hand, and such indemnified
party,  on the other  hand,  in  connection  with the  offering  or private
placement to which such contribution  relates as well as any other relevant
equitable  considerations.  The relative  benefit  shall be  determined  by
reference to, among other things,  the amount of proceeds  received by each
party from the  offering or private  placement  to which such  contribution
relates.  The relative  fault shall be  determined  by reference  to, among
other things,  each party's  relative  knowledge and access to  information
concerning the matter with respect to which the claim was asserted, and the
opportunity  to correct and prevent any  statement or omission.  The amount
paid or  payable  by a party as a result of any  Losses  shall be deemed to
include  any legal or other  fees or  expenses  incurred  by such  party in
connection with any  investigation or proceeding,  to the extent such party
would  have  been  indemnified  for such  expenses  if the  indemnification
provided for in this Section 10.04 was available to such party.

                  The  parties  hereto  agree that it would not be just and
equitable if contribution pursuant to this Section 10.04 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the  equitable  considerations  referred  to in the  immediately
preceding  paragraph.  No  person  guilty of  fraudulent  misrepresentation
(within  the  meaning  of  Section  11(f) of the  Securities  Act) shall be
entitled  to  contribution  from  any  person  who was not  guilty  of such
fraudulent misrepresentation.

                  SECTION   10.05.    Underwriting   Agreement;    Purchase
Agreement.   In  connection  with  any  underwritten  offering  or  private
placement of  Securities  pursuant to a Demand  Registration  under Section
10.01,  the Issuer and Ashland shall enter into an  underwriting  agreement
with the  underwriters  for such offering or a purchase  agreement with the
initial purchasers for such private placement,  such underwriting agreement
or purchase agreement to contain such representations and warranties by the
Issuer and Ashland and such other terms and  provisions as are  customarily
contained


<PAGE>
                                                                         78

in  underwriting  agreements  with  respect to secondary  distributions  or
purchase agreements with respect to private placements,  including, without
limitation,  indemnities  and  contribution to the effect and to the extent
provided  in  Section  10.04  (and  customary  provisions  with  respect to
indemnities and contribution by such underwriters or initial purchasers).

                  SECTION 10.06.  Undertaking To File Reports.  For as long
as Ashland holds Securities, the Issuer shall use its best efforts to file,
on a timely basis,  all annual,  quarterly and other reports required to be
filed by it under  Sections 13 and 15(d) of the  Exchange Act and the rules
and regulations of the Commission thereunder, as amended from time to time,
or any successor statute or provisions.


                                 ARTICLE XI

                                 Covenants

                  SECTION 11.01. Cooperation;  Commercially Reasonable Best
Efforts. Each of the parties hereto shall cooperate with each other in good
faith,  and shall  cause  their  respective  officers,  employees,  agents,
auditors and representatives to cooperate with each other in good faith, to
cause the Closing to occur.  In addition,  each of the parties hereto shall
use its commercially reasonable best efforts to cause the Closing to occur.

                  SECTION  11.02.  Antitrust   Notification;   FTC  or  DOJ
Investigation.  (a) Each of Marathon,  USX and Ashland shall as promptly as
practicable,  but in no event  later than 30 days  following  the  relevant
Exercise Date,  file with the FTC and the DOJ the  notification  and report
form, if any,  required for the  transactions  contemplated  hereby and any
supplemental  information requested in connection therewith pursuant to the
HSR Act. Any such notification and report form and supplemental information
shall be in substantial  compliance  with the  requirements of the HSR Act.
Each of Marathon, USX and Ashland shall furnish to the other such necessary
information  and  reasonable   assistance  as  the  other  may  request  in
connection  with its  preparation  of any  filing  or  submission  which is
necessary  under the HSR Act. Each of Marathon,  USX and Ashland shall keep
each other  apprised  of the  status of any  communications  with,  and any
inquiries or requests for additional  information from, the FTC and the

<PAGE>
                                                                         79

DOJ and shall comply promptly with any such inquiry or request.

                  (b) In the event that  Marathon,  USX and Ashland are not
required to file with the FTC and the DOJ any  notification and report form
pursuant to the HSR Act, but the FTC or the DOJ  nevertheless  commences an
investigation with respect to the transactions contemplated hereby, each of
Marathon, USX and Ashland shall comply promptly with any inquiry or request
made by the DOJ or the FTC in connection with such investigation.

                  (c) In the event  that  Marathon,  USX and  Ashland  file
notification  and report forms with the FTC and the DOJ pursuant to Section
11.02(a) or the FTC or the DOJ commences an  investigation  with respect to
the transactions  contemplated hereby, then, in addition to the obligations
of Marathon, USX and Ashland set forth in Section 11.02(a) and 11.02(b), as
applicable, Marathon, USX and Ashland agree as follows:

                  (i) In the case of  Marathon's  exercise of its  Marathon
         Call Right,  each of Marathon  and USX shall take all such actions
         as are  necessary to obtain any clearance  required  under the HSR
         Act  or  from  the  FTC  or  DOJ  in  connection   with  any  such
         investigation,  as  applicable,  for  the  purchase  and  sale  of
         Ashland's Membership Interests and the Ashland LOOP/LOCAP Interest
         pursuant  to  this  Agreement,   including  divesting  or  holding
         separate  any  assets  or  commencing  or  defending   litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any  action  proposed  by the FTC or the DOJ that would or
         would  reasonably be expected to have a material adverse effect on
         the  business,   operations,   assets,  liabilities,   results  of
         operations,  cash flows,  condition  (financial  or  otherwise) or
         prospects of the Company and its subsidiaries, taken as a whole.

                  (ii) In the case of (A) Ashland's exercise of its Ashland
         Put Right or (B)  Marathon's  exercise of its Special  Termination
         Right, each of Marathon and USX shall take all such actions as are
         necessary to obtain any  clearance  required  under the HSR Act or
         from the FTC or DOJ in connection with any such investigation,  as
         applicable,  for the  purchase  and sale of  Ashland's  Membership
         Interests  and the Ashland  LOOP/LOCAP


<PAGE>
                                                                         80

         Interest  pursuant  to  this  Agreement,  including  divesting  or
         holding separate any assets or commencing or defending litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any  action  proposed  by the FTC or the DOJ that would or
         would  reasonably be expected to have a material adverse effect on
         the  business,   operations,   assets,  liabilities,   results  of
         operations,  cash flows,  condition  (financial  or  otherwise) or
         prospects  of (A) the  Company  and its  subsidiaries,  taken as a
         whole, (B) Marathon and its subsidiaries, taken as a whole, or (C)
         USX and its subsidiaries, taken as a whole.

                  (iii) In the case of  Ashland's  exercise  of its Special
         Termination  Right,  Ashland  shall  take all such  actions as are
         necessary to obtain any  clearance  required  under the HSR Act or
         from the FTC or DOJ in connection with any such investigation,  as
         applicable,  for the  purchase and sale of  Marathon's  Membership
         Interests  pursuant  to this  Agreement,  including  divesting  or
         holding separate any assets or commencing or defending litigation;
         provided,  however, that Ashland shall not be required to take any
         action  proposed  by the  FTC or  the  DOJ  that  would  or  would
         reasonably  be expected to have a material  adverse  effect on the
         business, operations, assets, liabilities,  results of operations,
         cash flows, condition (financial or otherwise) or prospects of (A)
         the Company and its subsidiaries,  taken as a whole or (B) Ashland
         and its subsidiaries, taken as a whole.

                  SECTION   11.03.   Governmental   Filings   re:   Ashland
LOOP/LOCAP  Interest.  (a) Each of the parties  hereto shall as promptly as
practical,  but in no event later than five  Business  Days  following  the
relevant   Exercise  Date,  file  all   documentation   with  all  relevant
Governmental  Entities that is required to be filed with such  Governmental
Entities in connection with the purchase and sale of the Ashland LOOP/LOCAP
Interest on the Scheduled  Closing Date.  Each of the parties  hereto shall
keep the other apprised of the status of any  communications  with, and any
inquiries or requests for additional  information  from, such  Governmental
Entities and shall comply promptly with any such inquiry or request.

<PAGE>
                                                                         81


                  (b) In addition to the  obligations of the parties hereto
set forth in Section 11.03(a), Marathon and USX agree as follows:

                  (i) In the case of  Marathon's  exercise of its  Marathon
         Call Right,  each of Marathon  and USX shall take all such actions
         as are  necessary  to obtain  any  requisite  approvals  from such
         Governmental  Entities  as are  required  in  connection  with the
         purchase and sale of the Ashland  LOOP/LOCAP  Interest pursuant to
         this  Agreement,  including  commencing  or defending  litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any such action that would or would reasonably be expected
         to have a material  adverse  effect on the  business,  operations,
         assets, liabilities,  results of operations, cash flows, condition
         (financial  or  otherwise)  or  prospects  of the  Company and its
         subsidiaries, taken as a whole.

             (ii)  In the  case  of  Marathon's  exercise  of  its  Special
         Termination Right or Ashland's  exercise of its Ashland Put Right,
         each of  Marathon  and USX  shall  take  all such  actions  as are
         necessary to obtain any requisite approvals from such Governmental
         Entities as are required in connection  with the purchase and sale
         of the Ashland  LOOP/LOCAP  Interest  pursuant to this  Agreement,
         including commencing or defending litigation;  provided,  however,
         that  neither  Marathon nor USX shall be required to take any such
         action  that  would  or would  reasonably  be  expected  to have a
         material  adverse  effect  on the  business,  operations,  assets,
         liabilities,   results  of  operations,   cash  flows,   condition
         (financial  or  otherwise) or prospects of (A) the Company and its
         subsidiaries, taken as a whole, (B) Marathon and its subsidiaries,
         taken  as a  whole,  or (C) USX and its  subsidiaries,  taken as a
         whole.

                  SECTION  11.04.   Designated  Sublease  Agreements.   (a)
Ashland  Designated  Sublease  Agreements.  In the event of (i)  Marathon's
exercise of its Marathon Call Right, (ii) Ashland's exercise of its Ashland
Put Right or (iii) Marathon's  exercise of its Special  Termination  Right,
Ashland shall use its commercially reasonable best efforts to (A) terminate
the outstanding  Original Lease underlying each Ashland Designated Sublease
Agreement on or prior to Closing and (B) contribute  the related  Subleased
Property  to the  Company  or one of its  subsidiaries  at no  cost  to the



<PAGE>
                                                                         82

Company or such subsidiary on or prior to Closing; provided,  however, that
(i) Ashland shall not be obligated to pay more than a reasonable  amount as
consideration  therefor  to,  or  make  more  than a  reasonable  financial
accommodation in favor of, or commence  litigation  against,  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  shall be deemed not to constitute an obligation to pay
more than a  reasonable  amount.  In the event  that  Ashland  is unable to
terminate an  outstanding  Original  Lease in accordance  with this Section
11.04(a),  then (i) the  Company  shall be entitled to continue to sublease
the Subleased Property pursuant to the related Ashland Designated  Sublease
Agreement until the term of the Original Lease expires,  (ii) Ashland 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) Ashland shall not be obligated
to pay more than a reasonable amount as consideration  therefor to, or make
more than a  reasonable  financial  accommodation  in favor of, or commence
litigation  against,  a  third  party  lessor  with  respect  to  any  such
underlying 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 shall be deemed not
to constitute an obligation to pay more than a reasonable  amount and (iii)
if  Ashland  subsequently  acquires  fee title to the  Subleased  Property,
Ashland 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.

                  (b) Marathon Designated Sublease Agreements. In the event
of Ashland's exercise of its Special Termination Right,  Marathon shall use
its  commercially  reasonable best efforts to (A) terminate the outstanding
Original Lease underlying each Marathon Designated Sublease Agreement on or
prior to Closing 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 Closing;  provided,  however,  that (i) Marathon
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

<PAGE>
                                                                         83

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 shall be deemed not
to constitute an  obligation to pay more than a reasonable  amount.  In the
event that Marathon is unable to terminate an outstanding Original Lease in
accordance  with  this  Section  11.04(b),  then (i) the  Company  shall be
entitled to continue to sublease  the  Subleased  Property  pursuant to the
related  Marathon  Designated  Sublease  Agreement  until  the  term of the
Original   Lease   expires,   (ii)  Marathon  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)  Marathon  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 (B) any
additional  cost  associated  with  exercising an option under the Original
Lease to purchase  Subleased  Property shall be deemed not to constitute an
obligation  to pay more than a  reasonable  amount  and  (iii) if  Marathon
subsequently  acquires fee title to the Subleased Property,  Marathon 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.


                                ARTICLE XII

                            Standstill Agreement

                  SECTION  12.01.   Restrictions   of  Certain  Actions  by
Marathon and USX. Each of Marathon and USX covenants and agrees that,  from
the date hereof  through the six-month  anniversary of the earlier to occur
of (a) the date that Ashland and its  Affiliates do not own any  Membership
Interests, and (b) the date that Marathon and its Affiliates do not own any
Membership  Interests,  it  shall  not,  and it  shall  cause  each  of its
Affiliates  (including,  for the avoidance of doubt, Employee Benefit Plans
of USX, Marathon and their respective Affiliates) not to, singly or as part
of a partnership,  limited partnership,  syndicate or other group


<PAGE>
                                                                         84

(as those  terms are  defined in Section  13(d)(3)  of the  Exchange  Act),
directly or indirectly:

                  (i) acquire,  offer to acquire,  or agree to acquire,  by
         purchase,  gift or  otherwise,  more  than 1% of any  class of any
         Ashland Voting  Securities,  except (A) pursuant to a stock split,
         stock     dividend,     rights     offering,     recapitalization,
         reclassification  or similar  transaction,  (B) in connection with
         the  transfer of Ashland  Voting  Securities  to a Marathon or USX
         Employee  Benefit Plan as  contemplated  by Section  3.1(v) of the
         Asset Transfer and Contribution  Agreement or (C) the ownership by
         any  Employee  Benefit  Plan  of  USX,  Marathon  or any of  their
         respective  Affiliates of any interest in any  diversified  index,
         mutual  or  pension  fund  managed  by an  independent  investment
         advisor, which fund in turn holds, directly or indirectly, Ashland
         Voting  Securities;  provided that not more than 5% of such fund's
         assets are comprised of Ashland Voting Securities;

                  (ii)   make,   or  in   any   way   participate   in  any
         "solicitation"  of "proxies" to vote (as such terms are defined in
         Rule  14a-1  under the  Exchange  Act),  solicit  any  consent  or
         communicate  with or seek to advise  or  influence  any  person or
         entity with respect to the voting of any Ashland Voting Securities
         or become a "participant" in any "election contest" (as such terms
         are defined or used in Rule 14a-11  under the  Exchange  Act) with
         respect to Ashland;

                  (iii) form, join,  encourage or in any way participate in
         the  formation  of, any  "person"  within  the  meaning of Section
         13(d)(3) of the Exchange  Act with  respect to any Ashland  Voting
         Securities;

                  (iv) deposit any Ashland Voting  Securities into a voting
         trust  or  subject  any  such  Ashland  Voting  Securities  to any
         arrangement or agreement with respect to the voting thereof;

                  (v) initiate,  propose or otherwise solicit  shareholders
         for the approval of one or more shareholder proposals with respect
         to Ashland as described  in Rule 14a-8 under the Exchange  Act, or
         induce or  attempt  to induce  any other  person to  initiate  any
         shareholder proposal;

<PAGE>
                                                                         85


                  (vi) seek  election to or seek to place a  representative
         on the Board of  Directors  of Ashland or seek the  removal of any
         member of the Board of Directors of Ashland;

                  (vii) except with the approval of  management of Ashland,
call or seek to have called any meeting of the shareholders of Ashland;

                  (viii)  otherwise  act to seek  to  control,  disrupt  or
influence  the  management,  business,  operations,  policies or affairs of
Ashland;

                  (ix)  (A)  solicit,  seek to  effect,  negotiate  with or
         provide any  information  to any other person with respect to, (B)
         make any  statement or proposal,  whether  written or oral, to the
         Board of  Directors  of  Ashland  or any  director  or  officer of
         Ashland  with  respect  to,  or  (C)  otherwise  make  any  public
         announcement  or proposal  whatsoever with respect to, any form of
         business combination transaction involving Ashland (other than the
         Transaction),  including,  without limitation,  a merger, exchange
         offer, or liquidation of Ashland's assets,  or any  restructuring,
         recapitalization or similar transaction with respect to Ashland;

                  (x) seek to have  Ashland  waive,  amend or modify any of
         the provisions contained in this Section 12.01;

                  (xi)  disclose  or  announce  any   intention,   plan  or
arrangement inconsistent with the foregoing; or

                  (xii)  advise,  assist,  instigate or encourage any third
party to do any of the foregoing.

                  If  either  Marathon  or USX or any of  their  respective
Affiliates  owns or acquires any Ashland Voting  Securities in violation of
this Section 12.01,  such Ashland Voting  Securities  shall  immediately be
disposed  of to  persons  who  (i) are not  Marathon  or USX or  Affiliates
thereof and (ii) do not own,  individually  or as part of a "group" (within
the meaning of Section  13(d)(3) of the Exchange Act),  more than 5% of the
then outstanding Ashland Voting Securities;  provided that Ashland may also
pursue any other  available  remedy to which it may be entitled as a result
of such violation.


<PAGE>
                                                                         86

                  SECTION  12.02.   Restrictions   of  Certain  Actions  by
Ashland.  Ashland  covenants and agrees that,  from the date hereof through
the later to occur of (a) the six-month anniversary of the earlier to occur
of (i) the date that Marathon and its  Affiliates do not own any Membership
Interests and (ii) the date that Ashland and its  Affiliates do not own any
Membership  Interests  and (b) in the event that Ashland or its  Affiliates
acquires USX Voting  Securities  pursuant to the Closing of the Ashland Put
Right, the date on which Ashland and its Affiliates do not own more than 5%
of the then outstanding USX Voting  Securities,  it shall not, and it shall
cause  each of its  Affiliates  (including,  for the  avoidance  of  doubt,
Employee  Benefit Plans of Ashland and its Affiliates) not to, singly or as
part of a partnership,  limited  partnership,  syndicate or other group (as
those terms are defined in Section 13(d)(3) of the Exchange Act),  directly
or indirectly:

                  (i) acquire,  offer to acquire,  or agree to acquire,  by
         purchase,  gift or  otherwise,  more  than 1% of any  class of USX
         Voting  Securities,  except (A) pursuant to a stock  split,  stock
         dividend, rights offering,  recapitalization,  reclassification or
         similar  transaction  and  except for any  issuance  of USX Voting
         Securities to Ashland as payment of any portion of the Ashland Put
         Price in accordance  with the  provisions of this Agreement or (B)
         the  ownership by any  Employee  Benefit Plan of Ashland or any of
         its Affiliates of any interest in any diversified index, mutual or
         pension fund managed by an independent  investment advisor,  which
         fund in turn holds, directly or indirectly, USX Voting Securities;
         provided that not more than 5% of such fund's assets are comprised
         of USX Voting Securities;

                  (ii)   make,   or  in   any   way   participate   in  any
         "solicitation"  of "proxies" to vote (as such terms are defined in
         Rule  14a-1  under the  Exchange  Act),  solicit  any  consent  or
         communicate  with or seek to advise  or  influence  any  person or
         entity with respect to the voting of any USX Voting  Securities or
         become a  "participant"  in any "election  contest" (as such terms
         are defined or used in Rule 14a-11  under the  Exchange  Act) with
         respect to USX;

                  (iii) form, join,  encourage or in any way participate in
         the  formation  of, any  "person"  within

<PAGE>
                                                                         87

         the meaning of Section  13(d)(3) of the  Exchange Act with respect
         to any USX Voting Securities;

                  (iv)  deposit  any USX  Voting  Securities  into a voting
         trust or subject any such USX Voting Securities to any arrangement
         or agreement with respect to the voting thereof;

                  (v) initiate,  propose or otherwise solicit  shareholders
         for the approval of one or more shareholder proposals with respect
         to USX as  described  in Rule 14a-8  under the  Exchange  Act,  or
         induce or  attempt  to induce  any other  person to  initiate  any
         shareholder proposal;

                  (vi) seek  election to or seek to place a  representative
         on the Board of Directors of USX or seek the removal of any member
         of the Board of Directors of USX or seek the removal of any member
         of the Board of Directors of USX;

                  (vii) except with the approval of management of USX, call
or seek to have called any meeting of the shareholders of USX;

                  (viii)  otherwise  act to seek  to  control,  disrupt  or
         influence  the  management,   business,  operations,  policies  or
         affairs of USX;

                  (ix)  (A)  solicit,  seek to  effect,  negotiate  with or
         provide any  information  to any other person with respect to, (B)
         make any  statement or proposal,  whether  written or oral, to the
         Board of  Directors  of USX or any director or officer of USX with
         respect  to, or (C)  otherwise  make any  public  announcement  or
         proposal   whatsoever  with  respect  to,  any  form  of  business
         combination    transaction   involving   USX   (other   than   the
         Transaction),  including,  without limitation,  a merger, exchange
         offer,  or  liquidation  of USX's  assets,  or any  restructuring,
         recapitalization or similar transaction with respect to USX;

                  (x) seek to have USX  waive,  amend or modify  any of the
         provisions contained in this Section 12.02;

                  (xi)  disclose  or  announce  any   intention,   plan  or
         arrangement inconsistent with the foregoing; or

<PAGE>
                                                                         88

                  (xii)  advise,  assist,  instigate or encourage any third
         party to do any of the foregoing.

                  If Ashland or any of its Affiliates  owns or acquires any
USX Voting  Securities in violation of this Section 12.02,  such USX Voting
Securities  shall  immediately  be  disposed  of to persons who (i) are not
Ashland or Affiliates thereof and (ii) do not own,  individually or as part
of a "group" (within the meaning of Section  13(d)(3) of the Exchange Act),
more than 5% of the then outstanding USX Voting  Securities;  provided that
USX may also pursue any other available  remedy to which it may be entitled
as a result of such violation.


                                ARTICLE XIII

                              Indemnification

                  SECTION     13.01.     Indemnification     re:    Ashland
Representatives'  Revocable  Proxies and the Ashland  LOOP/LOCAP  Revocable
Proxy.  In  the  event  that  Ashland's  Representatives  grant  Marathon's
Representatives the Ashland  Representatives  Revocable Proxies pursuant to
Section  5.02(a) and Ashland  grants to Marathon or a person  designated by
Marathon, as applicable, the Ashland LOOP/LOCAP Revocable Proxy pursuant to
Section 5.02(c),  each of Marathon,  USX and the Company agree to indemnify
and hold Ashland, its Representatives,  their respective Affiliates and any
director, officer, employee, stockholder,  partner, agent or representative
of Ashland or its Affiliates  harmless  against any and all Losses to which
they or any of them may become  subject,  insofar as any such Losses  shall
arise out of, are based upon or relate to any obligations or liabilities of
whatever  kind and  nature,  primary  or  secondary,  direct  or  indirect,
absolute or  contingent,  known or unknown,  whether or not accrued,  which
arise on or after the relevant  Exercise Date and which are attributable to
(i) in the  event  that  the  Closing  occurs,  (A)  the  Company  and  its
subsidiaries or LOOP, LLC or LOCAP, Inc., (B) Ashland's  ownership interest
in the Company or the Ashland  LOOP/LOCAP  Interest,  (C) actions  taken by
Marathon's   Representatives   pursuant  to  the  Ashland   Representatives
Revocable  Proxies or (D)  actions  taken by Marathon  or the  Company,  as
applicable, pursuant to the Ashland LOOP/LOCAP Revocable Proxy, and (ii) in
the event that Ashland or Marathon revokes  Ashland's  Ashland Put Exercise
Notice or  Marathon's  Marathon Call

<PAGE>
                                                                         89

Exercise  Notice pursuant to Section  9.03(a),  9.04(a),  9.05,  9.08(a) or
9.09, or Ashland revokes  Marathon's  Special  Termination  Exercise Notice
pursuant  to  Section  9.08(a)  or 9.09 (A)  actions  taken  by  Marathon's
Representatives  pursuant to the Ashland Representatives  Revocable Proxies
or (B) actions taken by Marathon or the Company, as applicable, pursuant to
the Ashland LOOP/LOCAP Revocable Proxy.

                  SECTION    13.02.     Indemnification     re:    Marathon
Representatives   Revocable   Proxies.   In  the  event   that   Marathon's
Representatives    grant    Ashland's    Representatives    the    Marathon
Representatives  Revocable  Proxies  pursuant to Section  5.02(b),  each of
Ashland  and  the  Company  agree  to  indemnify  and  hold  Marathon,  its
Representatives,  their  respective  Affiliates and any director,  officer,
employee, stockholder,  partner, agent or representative of Marathon or its
Affiliates harmless against any and all Losses to which they or any of them
may become  subject,  insofar as any such  Losses  shall  arise out of, are
based upon or relate to any obligations or liabilities of whatever kind and
nature, primary or secondary,  direct or indirect,  absolute or contingent,
known or  unknown,  whether  or not  accrued,  which  arise on or after the
Special Termination  Exercise Date and which are attributable to (i) in the
event that the Closing occurs,  (A) the Company and its subsidiaries or (B)
actions  taken  by  Ashland's  Representatives  pursuant  to  the  Marathon
Representatives  Revocable  Proxies  and (ii) in the  event  that  Marathon
revokes Ashland's Special  Termination  Exercise Notice pursuant to Section
9.08(a) or 9.09, actions taken by Ashland's Representatives pursuant to the
Marathon Representatives Revocable Proxies.

                  SECTION 13.03.  Indemnification  re: Transfer of Economic
Interests in the Ashland LOOP/LOCAP Interest to Marathon,  the Company or a
Person  Designated  by  Marathon.  To the extent that  Ashland is unable to
Transfer  the Ashland  LOOP/LOCAP  Interest to  Marathon,  the Company or a
person designated by Marathon,  as applicable,  at Closing, and as a result
thereof,  Ashland enters into any  arrangement  under which  Marathon,  the
Company or such other person shall obtain the economic  claims,  rights and
benefits  under  the  Ashland  LOOP/LOCAP  interest,  including  a grant to
Marathon,  the Company or such other person, as applicable,  of the Ashland
LOOP/LOCAP  Irrevocable Proxy, each of Marathon,  USX and the Company agree
to  indemnify  and hold  Ashland,  its  Representatives,  their  respective
Affiliates and any director, officer, employee, stockholder, partner, agent
or

<PAGE>
                                                                         90

representative of Ashland or its Affiliates harmless against any and all
Losses to which they or any of them may become subject, insofar as any such
Losses  shall arise out of, be based upon or relate to any  obligations  or
liabilities  of whatever kind and nature,  primary or secondary,  direct or
indirect, absolute or contingent, known or unknown, whether or not accrued,
which  arise  on  or  after  the  relevant  Exercise  Date  and  which  are
attributable to (i) LOOP, LLC, (ii) LOCAP, Inc., (iii) Ashland's  ownership
interest in LOOP, LLC and LOCAP,  Inc., (iv) any such arrangements  between
Ashland and Marathon, the Company or such other person or (v) actions taken
by Marathon,  the Company or such other person, as applicable,  pursuant to
the Ashland LOOP/LOCAP Irrevocable Proxies.

                  SECTION  13.04.  Procedures  Relating to  Indemnification
Under This Article XIII.  The  procedures  for  Indemnification  under this
Article  XIII  shall be the  procedures  for  indemnification  set forth in
Section 9.7 of the Asset Transfer and Contribution Agreement.


                                ARTICLE XIV

                      Company Competitive Businesses;
                 Detrimental Activities; Limitations on the
                 Company Entering into Valvoline's Business

                  SECTION  14.01.  Competitive  Businesses.  (a) Subject to
Sections  14.01(b),  14.01(d)  and  14.03(c),  and  except  to  the  extent
otherwise provided in Schedule 14.01(a),  each of Marathon, USX and Ashland
hereby  agrees that during the Term of the  Company,  it shall not,  and it
shall cause its  Affiliates  not to,  engage in any  business  within North
America  which is  substantially  in  competition  with  (i) the  Company's
Business  conducted  on the date hereof or (ii) any new line of business of
the Company  that the Board of Managers  has  approved in  accordance  with
Section  8.07(b) of the LLC  Agreement  (but only if and to the extent that
the Board of Managers  specifically  determined pursuant to Section 8.07(b)
of the LLC Agreement that such new line of business  should also constitute
a Company  Competitive  Business)  (each such  business  in clauses (i) and
(ii), a "Company Competitive Business"); provided, however, that nothing in
this Section 14.01 shall be deemed or  interpreted  to prohibit  Ashland or
any of its Affiliates from engaging in the Valvoline Business.
<PAGE>
                                                                         91


                  (b) Notwithstanding  any limitation  contained in Section
14.01(a),  Marathon,  USX and Ashland and their respective Affiliates shall
be permitted to engage in a Company  Competitive  Business if: (i) Marathon
or Ashland,  as applicable,  shall have first  presented the Company,  at a
meeting  of  the  Board  of   Managers   at  which  at  least  one  of  the
Representatives  of the other Member was present,  with the  opportunity to
pursue or engage in such Company Competitive  Business and (ii) one or more
of the  Representatives  of the other Member on the Board of Managers shall
have voted against the Company pursuing such Company Competitive Business.

                  (c)  If  Marathon,   USX  or  Ashland  or  any  of  their
respective  Affiliates is permitted  pursuant to Section 14.01(b) to engage
in a Company Competitive Business and, in connection  therewith,  wishes to
use any of the properties, facilities or other assets of the Company or any
of  its   subsidiaries,   Marathon   or   Ashland   and  their   respective
Representatives  will  negotiate  in good faith with the Company to reach a
reasonable  agreement as to the nature and scope of any  agreement  between
the Company or any such  subsidiary and such Member with respect to the use
of such property,  facility or other assets.  Any  transaction  relating to
such  property,  facility or assets shall be deemed for purposes of the LLC
Agreement  to  constitute  an Affiliate  Transaction  that was entered into
outside the ordinary course of the Company's business.

                  (d) Notwithstanding  any limitation  contained in Section
14.01(a),  Marathon,  USX and Ashland and their respective Affiliates shall
be permitted to purchase: (i) less than an aggregate of 10% of any class of
stock  of a  person  engaged,  directly  or  indirectly,  in  one  or  more
Competitive Businesses (a "Company Competitive Third Party"); provided that
such stock is listed on a national  securities exchange or is quoted on the
National  Market  System  of  NASDAQ;  (ii)  less  than 10% in value of any
instrument of Indebtedness of a Company  Competitive  Third Party;  (iii) a
Company  Competitive  Third Party  (whether by merger or purchase of all or
substantially  all of such Company  Competitive Third Party's assets) which
engages,  directly  or  indirectly,  in one  or  more  Company  Competitive
Businesses  which  accounted for less than 20% of such Company  Competitive
Third Party's consolidated  revenues for the most recently completed fiscal
quarter;  and (iv) a Company  Competitive Third Party (whether by merger or
purchase of


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                                                                         92

all or substantially  all of such Company  Competitive Third Party's assets
or otherwise) which engages, directly or indirectly, in one or more Company
Competitive Businesses which accounted for greater than 20% of such Company
Competitive  Third  Party's  consolidated  revenues  for the most  recently
completed  fiscal  quarter;  provided  that a purchase by Marathon,  USX or
Ashland  or any of their  respective  Affiliates  of a Company  Competitive
Third Party  pursuant to this clause (iv) shall only be permitted if within
30  Business  Days  after  the  earlier  to occur of (A) the  execution  of
definitive  agreements  with respect to such purchase or (B) the closing of
such purchase,  Marathon,  USX,  Ashland or such Affiliate,  as applicable,
shall present the Company with the  opportunity  to purchase the portion of
such Company  Competitive  Third Party's  business  that is in  substantial
competition  with the Company in North  America (the  "Company  Competitive
Business Assets") at a purchase price determined in accordance with Section
14.04,  at a special or  regular  meeting  of the Board of  Managers  (such
meeting, a "14.01(d) Presentation Meeting").

                  (e) If the Board of Managers  determines  at the 14.01(d)
Presentation Meeting (by a vote of a majority of the Representatives of the
Member not purchasing such Company  Competitive Third Party's business at a
special or regular  meeting of the Board of Managers  (which majority shall
constitute  a quorum for  purposes  of the  transaction  of  business))  to
purchase the Company  Competitive  Business  Assets,  the closing date with
respect to such purchase  shall not be later than 60 days after the date of
the  determination  of the Purchase  Price pursuant to Section 14.04 or, if
later,  30 days after the Company has received any  antitrust  clearance or
other Governmental  Approval required in connection with such purchase (the
"14.01(d)  Scheduled Closing Date"). If the Company breaches its obligation
to  purchase  the  Company  Competitive  Business  Assets  on the  14.01(d)
Scheduled Closing Date after the Board of Managers shall have determined to
make such purchase as provided in the immediately preceding sentence (other
than  where  such  breach  is due to  circumstances  beyond  the  Company's
reasonable  control),  then Marathon,  USX,  Ashland or such Affiliate,  as
applicable,  shall be permitted to retain such Company Competitive Business
Assets  and the  Company  shall  cease to have the right to  purchase  such
Company Competitive Business Assets. If the Company breaches its obligation
to  purchase  the  Company  Competitive  Business  Assets  on the  14.01(d)
Scheduled Closing Date after

<PAGE>
                                                                         93

the Board of  Managers  shall  have  determined  to make such  purchase  as
provided in the first sentence of this Section  14.01(e)and  such breach is
due to circumstances beyond the Company's reasonable control,  then, if the
closing of the purchase by the Company of the Company Competitive  Business
Assets does not occur  within 270 days after the  Scheduled  Closing  Date,
Marathon, USX, Ashland or such Affiliate, as applicable, shall be permitted
to retain such Company  Competitive  Business  Assets and the Company shall
cease to have the  right to  purchase  such  Company  Competitive  Business
Assets.  If the Board of Managers  determines at the 14.01(d)  Presentation
Meeting not to purchase  such Company  Competitive  Business  Assets,  then
Marathon, USX, Ashland or such Affiliate, as applicable, shall be permitted
to retain such Company  Competitive  Business  Assets and the Company shall
cease to have the  right to  purchase  such  Company  Competitive  Business
Assets.

                  (f) It is the  intention  of each of the  parties  hereto
that if any of the  restrictions  or  covenants  contained  in this Section
14.01 is held by a court of  competent  jurisdiction  to cover a geographic
area or to be for a length of time that is not permitted by Applicable Law,
or is in any way construed by a court of competent  jurisdiction  to be too
broad or to any extent invalid, such provision shall not be construed to be
null,  void and of no effect,  but to the extent  such  provision  would be
valid  or  enforceable   under   Applicable   Law,  a  court  of  competent
jurisdiction  shall  construe and interpret or reform this Section 14.01 to
provide for a covenant having the maximum enforceable geographic area, time
period and other  provisions  (not  greater  than those  contained  in this
Section 14.01) as shall be valid and enforceable under such Applicable Law.
Each of the  parties  hereto  acknowledges  that any  breach of the  terms,
conditions   or  covenants  set  forth  in  this  Section  14.01  shall  be
competitively  unfair  and may  cause  irreparable  damage  to the  Company
because of the special,  unique,  unusual,  extraordinary  and intellectual
character of the Company's business,  and the Company's recovery of damages
at law will not be an  adequate  remedy.  Accordingly,  each of the parties
hereto agrees that for any breach of the terms,  covenants or agreements of
this Section  14.01,  a  restraining  order or an injunction or both may be
issued against such person, in addition to any other rights or remedies the
Company or the other parties hereto may have.


<PAGE>
                                                                         94

                  SECTION 14.02. Detrimental Activities.  (a) Solicitation,
Recruiting or Hiring of Employees. Each of Marathon, USX and Ashland hereby
agrees that during the Term of the Company,  without the consent of each of
the  Members,  it shall  not,  and it shall  cause its  Affiliates  not to,
solicit,  recruit  or  hire  any  employee  of  the  Company  or any of its
subsidiaries  (other than  solicitations that are directed at the public in
general in publications available to the public in general) if:

                  (i) such employee is an Executive  Officer or the officer
         principally in charge of environmental health and safety and human
         resources,  unless,  subject to clauses (iii) and (iv) below, such
         solicitation,  recruitment or hiring is consented to in advance by
         Ashland (in the case of a  solicitation,  recruitment or hiring by
         Marathon,  USX  or  any  of  their  respective  Affiliates)  or by
         Marathon (in the case of a solicitation,  recruitment or hiring by
         Ashland  or any of its  Affiliates),  which  consent  shall not be
         unreasonably withheld;

                  (ii) such employee  reports  directly to (A) an Executive
         Officer  or the  officer  principally  in charge of  environmental
         health and safety and human resources(a  "Senior Employee") or (B)
         a Senior  Employee (a "Mid-Level  Employee"),  unless,  subject to
         clauses  (iii) and (iv) below,  at the time of such  solicitation,
         recruitment  or hiring,  the total number of Senior  Employees and
         Mid-Level Employees that have been hired by Marathon, USX, Ashland
         and  their  respective   Affiliates   during  the  then  preceding
         twenty-four  months is less than 10% of the total number of Senior
         Employees and Mid-Level  Employees  employed by the Company at the
         time  Marathon,  USX,  Ashland or an Affiliate  thereof  wishes to
         solicit,  recruit  or  hire  such  Senior  Employee  or  Mid-Level
         Employee  (based on the  average  number of Senior  Employees  and
         Mid-Level   Employees   employed  by  the   Company   during  such
         twenty-four-month period);

                  (iii)  the  hiring  of  such  employee,  when  considered
         together with all other employees hired by Marathon,  USX, Ashland
         and  their  respective   Affiliates   during  the  then  preceding
         twenty-four months,  would have or would reasonably be expected to
         have, a significant

<PAGE>
                                                                         95

         detrimental  impact on the department of the Company in which such
         employee is then working; or

                  (iv) such employee is being solicited, recruited or hired
         for a position  in a  Competitive  Business of such person or such
         person's Affiliates.

Notwithstanding  the  foregoing,  the employees of the Company shall not be
required to accept any job offer by Marathon,  USX, Ashland or any of their
respective  Affiliates  and a refusal to accept  such a job offer shall not
negatively affect an employee's career opportunities at the Company.

                  (b)  Disclosure  of  Confidential  Information.  Each  of
Marathon,  USX and Ashland (each, a "Disclosing  Party") hereby agrees that
during  the Term of the  Company,  it shall  not,  and it shall  cause  its
Affiliates  not  to,  disclose  or  furnish  to  anyone  any   confidential
information  relating to the Company  and its  subsidiaries  ("Confidential
Information")  except pursuant to a  confidentiality  agreement in form and
substance  reasonably  satisfactory  to  the  other  parties  hereto  which
expressly  provides  that the other  parties  hereto shall be a beneficiary
thereof (a  "Confidentiality  Agreement").  The  foregoing  restriction  on
disclosure of Confidential  Information  shall not apply to (i) information
which is or becomes part of the public domain through no fault or breach of
the Disclosing  Party;  (ii) information which at the time of disclosure is
already in the possession of the  Disclosing  Party in written form and was
not  received  directly  or  indirectly  from  the  Company  or  any of its
subsidiaries  under a requirement  of  confidentiality;  (iii)  information
received by the  Disclosing  Party from a third  party;  provided  that the
Disclosing Party, after reasonable  inquiry,  has no reason to believe that
the third party obtained the  information  directly or indirectly  from the
Company or any of its subsidiaries under a requirement of  confidentiality;
(iv) information required to be disclosed under subpoena or other mandatory
legal process;  provided,  that the Disclosing Party shall give the Company
timely  notice of the service of the subpoena or other  process so that the
Company may seek a  protective  order or other legal remedy to prevent such
disclosure;  (v) information  which has been subsequently and independently
acquired or developed by the Disclosing Party without  violating any of its
obligations  under  this  Section  14.02(b)  or under  any  Confidentiality
Agreement;  and (vi)  information  which is  required  or  advisable  to be
disclosed

<PAGE>
                                                                         96

under  the  Securities  Act  or  the  Exchange  Act.   Notwithstanding  the
foregoing,  a Disclosing Party shall be permitted to disclose  Confidential
Information  to  its  directors,  officers,  employees,  auditors,  agents,
advisors and representatives  (such persons being collectively  referred as
its  "Representatives") if the Disclosing Party informs its Representatives
of the  confidential  nature of the  Confidential  Information  and obtains
their  agreement to be bound by this  Section  14.02(b) and not to disclose
such  Confidential  Information to any other person.  Each Disclosing Party
shall  be  responsible  for  any  breach  of  this  Section  14.02  by  its
Representatives.

                  SECTION 14.03.  Limitations on the Company  Entering into
the Valvoline Business.  (a) Subject to Sections 14.03(b) and 14.03(d), the
Company  hereby agrees that it shall not, and it shall cause its Affiliates
(other than Marathon, Ashland and their respective subsidiaries (other than
the Company and its subsidiaries)) not to, engage in any business worldwide
which  is  substantially  in  competition  with  the  Valvoline   Business.
Notwithstanding  the  foregoing,  the  provisions of this Section  14.03(a)
shall terminate on the first date on which Ashland and its Affiliates shall
own (beneficially or otherwise) less than 20% of the Valvoline Business.

                  (b)(i)   Notwithstanding  any  limitation   contained  in
         Section  14.03(a),  if in any two consecutive  calendar years, (A)
         Valvoline  shall  not  have  purchased  from the  Company  and its
         subsidiaries  a quantity of lube oil at least equal to the Minimum
         Lube Oil  Purchase  Amount and (B)(1) such failure to purchase was
         due to the fact that the Company and  Valvoline  could not in good
         faith agree to mutually  acceptable  terms and  conditions for the
         sale by the Company and its  subsidiaries to Valvoline of at least
         such  quantity  of lube oil and (2) such  failure  was not due, in
         whole  or  in  part,  to  the  failure  of  the  Company  and  its
         subsidiaries  to  produce  and  offer  for sale to  Valvoline  the
         Minimum Lube Oil Purchase Amount during either such calendar year,
         the  failure of the Company  and its  subsidiaries  to produce and
         offer  for  sale to  Valvoline  lube  oil  satisfying  contractual
         specifications  or  any  other  failure  of  the  Company  or  its
         subsidiaries  to satisfy in any  material  respect any of its then
         existing material contractual  obligations to Valvoline,  then the
         Company and its  subsidiaries  shall be  permitted  to

<PAGE>
                                                                         97

         engage in a business which is  substantially  in competition  with
         Valvoline's  Bulk Motor Oil Business and/or  Valvoline's  Packaged
         Motor Oil Business (but, except as expressly  permitted in Section
         14.03(a), no other business that constitutes part of the Valvoline
         Business);  provided  that,  notwithstanding  the  foregoing,  the
         Company and its subsidiaries  shall not be permitted to enter into
         or engage in any such business if the Company and its subsidiaries
         shall have  substantially  ceased  production at the Catlettsburg,
         Kentucky  refinery  of lube oil for sale to third  parties  (other
         than due to a force  majeure  or an  inability  to find a  willing
         buyer for its lube oil) for any period of 90  consecutive  days or
         more  prior to the time the  Company  and its  subsidiaries  shall
         first enter or propose to enter into such business.

                  (ii)  Notwithstanding any limitation contained in Section
         14.03(a),  if in each of the four  calendar  years  following  the
         consecutive  two-year period provided for in Section  14.03(b)(i),
         (A) Valvoline  shall not have  purchased  from the Company and its
         subsidiaries  a quantity of lube oil at least equal to the Minimum
         Lube Oil  Purchase  Amount and (B)(1) such failure to purchase was
         due to the fact that the Company and  Valvoline  could not in good
         faith agree to mutually  acceptable  terms and  conditions for the
         sale by the Company and its  subsidiaries to Valvoline of at least
         such  quantity  of lube oil and (2) such  failure  was not due, in
         whole  or  in  part,  to  the  failure  of  the  Company  and  its
         subsidiaries  to  produce  and  offer  for sale to  Valvoline  the
         Minimum Lube Oil Purchase  Amount during any such  calendar  year,
         the  failure of the Company  and its  subsidiaries  to produce and
         offer  for  sale to  Valvoline  lube  oil  satisfying  contractual
         specifications  or  any  other  failure  of  the  Company  or  its
         subsidiaries  to  satisfy  in  any  material  respect  any  of its
         existing material  contractual  obligations to Valvoline,  then at
         any  time  after  the  conclusion  of such  consecutive  four-year
         period,  the Company and its  subsidiaries  shall be  permitted to
         engage in a business which is  substantially  in competition  with
         Valvoline's  Private  Label  Packaged  Motor Oil  Business  and/or
         Valvoline's  Quick Lube Business;  provided that,  notwithstanding
         the  foregoing,  the  Company  and its  subsidiaries  shall not be
         permitted  to enter  into or  engage in any such  business  if the
         Company  and its  subsidiaries  shall  have


<PAGE>
                                                                         98

         substantially  ceased  production  at the  Catlettsburg,  Kentucky
         refinery of lube oil for sale to third parties  (other than due to
         a force  majeure or an inability  to find a willing  buyer for its
         lube oil) for any period of 90  consecutive  days or more prior to
         the time the  Company  and its  subsidiaries  shall first enter or
         propose to enter into such business.

                  (iii) The provisions  set forth in this Section  14.03(b)
         permitting  the  Company and its  subsidiaries  to engage in a new
         business in  competition  with the  Valvoline  Business if certain
         conditions  are satisfied  shall be an exception only to the super
         majority vote requirement in Section 8.08(a) of the LLC Agreement,
         and shall not be an  exception  to any  other  supermajority  vote
         requirements of Section 8.08 of the LLC Agreement.

                  (c) Notwithstanding  any limitation  contained in Section
14.01(a),  if at any time the  Company  or any of its  subsidiaries  enters
into,  other than as expressly  permitted in Section  14.03(d),  either the
Bulk Motor Oil Business, the Packaged Motor Oil Business, the Private Label
Packaged  Motor Oil  Business or the Quick Lube  Business,  Ashland and its
subsidiaries  thereafter  shall be permitted to enter into a business which
is  substantially  in  competition  with the Company's  lube oil production
business.

                  (d) Notwithstanding  any limitation  contained in Section
14.03(a), subject to Section 8.08 of the LLC Agreement, the Company and its
subsidiaries shall be permitted to (i) engage,  directly or through its own
dealers,  jobbers or jobber dealers,  in the business  currently  conducted
under the brand name "Maralube Express" (the "Maralube Express  Business");
(ii)  engage,  directly  or  through  its own  dealers,  jobbers  or jobber
dealers, in the truck stop oil change business;  (iii) engage,  directly or
through  its  own  dealers,   jobbers,  or  jobber  dealers,  in  the  oil,
lubricants,  antifreeze  and other,  in each case  automotive  fluid change
business  and  auto and  light  truck  maintenance  service,  in each  case
incidental to operating their service stations or other retail units;  (iv)
engage, directly or through its own dealers, jobbers, or jobber dealers, in
the sale of  lubricants  to farm,  government,  school  and  other  similar
commercial  accounts;  (v) engage,  directly  or through  its own  dealers,
jobbers, or jobber dealers, in the sale of car care products and chemicals,


<PAGE>
                                                                         99

antifreeze  and rust  preventatives  in service  stations or similar retail
units  that are  owned or  operated  by them,  in each case  incidental  to
operating  their  service  stations or other  retail  units;  (vi)  engage,
directly or through its own dealers,  jobbers,  or jobber  dealers,  in the
collection of used  lubricants at service  stations or similar retail units
that are owned or operated by them,  in each case  incidental  to operating
their service stations or other retail units;  (vii) enter into contractual
agreements  with  Valvoline or other third party  packagers with respect to
the packaging by Valvoline or such other third party  packagers of lube oil
products for sale (A) in service  stations or similar retail units that are
owned or  operated  by the Company  and its  subsidiaries  or its  dealers,
jobbers or jobber dealers or to farm,  government,  school or other similar
commercial  accounts pursuant to clause (iv) above and (B) solely under the
brandnames or trademarks of such service  stations;  and (viii)  purchase a
Person  (whether  by merger or  purchase  of all or  substantially  all the
assets or otherwise) which engages,  directly or indirectly,  in a business
that is  substantially  in  competition  with  the  Valvoline  Business  (a
"Valvoline  Competitive  Third Party")  provided that less than 33% of such
Valvoline  Competitive  Third  Party's  consolidated  revenues for the most
recently  completed  fiscal quarter are derived from  businesses  which are
substantially in competition with  Valvoline's  Business;  provided further
that a purchase  by the Company or one of its  subsidiaries  of a Valvoline
Competitive  Third Party shall be permitted only if within 30 Business Days
after the earlier to occur of (A) the  execution of  definitive  agreements
with  respect to such  purchase  or (B) the closing of such  purchase,  the
Company  shall  give  notice  (a  "14.03(d)   Offer  Notice")  to  Ashland,
identifying  the  portion  of  such  Valvoline  Competitive  Third  Party's
business that is substantially  in competition with the Valvoline  Business
(the  "Valvoline  Competitive  Business  Assets")  and  offering to sell to
Ashland such  Valvoline  Competitive  Business  Assets at a purchase  price
determined in accordance with Section 14.04.

                  (e)  Ashland  shall  have 90  days  from  receipt  of the
14.03(d)  Offer  Notice to elect,  by notice  to the  Company  (a  "14.3(d)
Purchase Election Notice"), to purchase such Valvoline Competitive Business
Assets. If Ashland makes such election,  the notice of election shall state
a  closing  date not  later  than 60 days  after  the  date of the  Section
14.03(d)  Purchase  Election Notice or, if later, 30 days after Ashland has
received any antitrust clearance or other

<PAGE>
                                                                         100

Governmental   Approval  required  in  connection  with  such  purchase  (a
"14.03(d)  Scheduled  Closing Date"). If Ashland breaches its obligation to
purchase  the  Valvoline   Competitive  Business  Assets  on  the  14.03(d)
Scheduled  Closing  Date after  giving  notice of its election to make such
purchase  (other  than where  such  breach is due to  circumstances  beyond
Ashland's  reasonable  control),  then the Company  shall be  permitted  to
retain such Valvoline  Competitive Business Assets. If Ashland breaches its
obligation to purchase the  Valvoline  Competitive  Business  Assets on the
14.03(d) Scheduled Closing Date after giving notice of its election to make
such  purchase  and such breach is due to  circumstances  beyond  Ashland's
reasonable control,  then, if the closing of the purchase by Ashland of the
Valvoline  Competitive Business Assets does not occur within 270 days after
the Scheduled  Closing Date,  the Company shall be permitted to retain such
Valvoline  Competitive  Business Assets.  If Ashland elects not to purchase
such  Valvoline  Competitive  Business  Assets,  then the Company  shall be
permitted to retain such Valvoline Competitive Business Assets.

                  (f) (i) If the Company and its subsidiaries are permitted
under Section 14.03(d) to retain any Valvoline  Competitive Business Assets
and,  at any time  thereafter,  the  Company or any such  subsidiary  shall
determine  to sell  such  Valvoline  Competitive  Business  Assets  (or any
portion thereof), then the Company shall give notice (a "14.03(f) Valvoline
Offer Notice") to Ashland,  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 such Valvoline  Competitive  Business Assets (or portion thereof)
being  sold) and the other  material  terms and  conditions  upon which the
Company is proposing to sell such Valvoline  Competitive Business Assets to
such  identified  purchaser  (or  portion  thereof).  No  such  sale  shall
encompass or be conditioned upon the sale or purchase of any property other
than such  Valvoline  Competitive  Business  Assets (or  portion  thereof).
Ashland  shall have 90 days from receipt of the  Valvoline  Offer Notice to
elect, by notice to the Company (a "14.03(f)  Valvoline  Purchase  Election
Notice"),  to  purchase  such  Valvoline  Competitive  Business  Assets (or
portion  thereof)  on the terms and  conditions  set forth in the  14.03(f)
Valvoline Offer Notice.

<PAGE>
                                                                         101

             (ii) If Ashland  makes such  election,  the notice of election
shall  state a closing  date not later  than 60 days  after the date of the
14.03(f)  Valvoline  Purchase  Election  Notice.  If Ashland  breaches  its
obligation  to purchase  such  Valvoline  Competitive  Business  Assets (or
portion thereof) on the same terms and conditions as those contained in the
14.03(f) Valvoline Offer Notice after giving notice of its election to make
such purchase (other than where such breach is due to circumstances  beyond
Ashland's  reasonable  control),  then the  Company  may, at any time for a
period of 270 days  after such  default,  sell such  Valvoline  Competitive
Business  Assets (or  portion  thereof) to any person at any price and upon
any other terms without further compliance with the procedures set forth in
this Section 14.03(f).

            (iii)  If  Ashland   gives  notice  within  the  90-day  period
following  the  14.03(f)  Valvoline  Offer  Notice from the Company that it
elects not to  purchase  such  Valvoline  Competitive  Business  Assets (or
portion  thereof),  the Company may,  within 120 days after the end of such
90-day  period (or 270 days in the case where such parties have  received a
second request under HSR), sell such Valvoline  Competitive Business Assets
to the  identified  purchaser on terms and  conditions no less favorable to
the  Company  than the terms  and  conditions  set  forth in such  14.03(f)
Valvoline Offer Notice. In the event the Company shall desire to offer such
Valvoline Competitive Business Assets (or portion thereof) for sale to such
identified  purchaser or to any other person on terms and  conditions  less
favorable  to it than those  previously  set forth in a 14.03(f)  Valvoline
Offer Notice,  the procedures set forth in this Section 14.03(f) must again
be  initiated  and  applied  with  respect to the terms and  conditions  as
modified.

                  (g) It is the  intention  of each of the  parties  hereto
that if any of the  restrictions  or  covenants  contained  in this Section
14.03 is held by a court of  competent  jurisdiction  to cover a geographic
area or to be for a length of time that is not permitted by Applicable Law,
or is in any way construed by a court of competent  jurisdiction  to be too
broad or to any extent invalid, such provision shall not be construed to be
null,  void and of no effect,  but to the extent  such  provision  would be
valid  or  enforceable   under   Applicable   Law,  a  court  of  competent
jurisdiction  shall  construe and interpret or reform this Section 14.03 to
provide for a covenant having the maximum enforceable geographic area, time
period and other

<PAGE>
                                                                         102

provisions  (not  greater than those  contained  in this Section  14.03) as
shall be valid and  enforceable  under  such  Applicable  Law.  Each of the
parties  hereto  acknowledges  that any breach of the terms,  conditions or
covenants set forth in this Section 14.03 shall be competitively unfair and
may cause  irreparable  damage  because of the  special,  unique,  unusual,
extraordinary and intellectual  character of the applicable  business,  and
recovery  of damages at law will not be an  adequate  remedy.  Accordingly,
each of the  parties  hereto  agrees  that  for any  breach  of the  terms,
covenants or agreements of this Section  14.03,  a restraining  order or an
injunction  or both may be issued  against such person,  in addition to any
other rights or remedies the aggrieved party may have.

                  (h) For purposes of this  Agreement,  the following terms
shall have the following meanings:

                  (i) "Bulk  Motor Oil  Business"  means  sales of  blended
         (finished)  motor oil in tanker  truck,  barge and tanker  railcar
         quantities.

                  (ii) "Minimum Lube Oil Purchase  Amount" means a quantity
         of lube oil at least equal to 70% of the quantity of lube oil that
         Valvoline  purchased from the  Catlettsburg,  Kentucky refinery in
         the 1997 calendar year.

                  (iii)  "Packaged Motor Oil Business" means the ownership,
         use and/or  operation  (including toll processing  through a third
         party's  plant) of packaging  facilities  for the sale of packaged
         motor oil under third party brandnames or trademarks.

                  (iv) "Private Label  Packaged  Motor Oil Business"  means
         the sale of  packaged  motor  oil under  third  party  and/or  the
         Company's brand names or trademarks.

                  (v) "Quick Lube Business" means the provision of services
         for changing  oil,  lubricants,  antifreeze  and other  automotive
         fluids  for  passenger  car and light  commercial  trucks  and the
         provision of maintenance checks and related services.

                  (vi) "Valvoline" means the Valvoline division of Ashland.

<PAGE>
                                                                         103

                  (vii) "Valvoline  Business" means the business  currently
         engaged  in  by  Valvoline,   including  (A)  the  production  and
         marketing of automotive and industrial  oils,  automotive car care
         products  and  chemicals,   antifreeze,   rust  preventives,   (B)
         automotive  services  and  (C)  environmental  recycling  services
         (including collection of used oil, filters and related items). For
         the avoidance of doubt, the Valvoline  Business  includes the Bulk
         Motor Oil Business,  the Packaged Motor Oil Business,  the Private
         Label Packaged Motor Oil Business and the Quick Lube Business.

                  SECTION 14.04.  Purchase  Price of  Competitive  Business
Assets.  In the event that (x) the Company  elects to purchase  any Company
Competitive Business Assets pursuant to the proviso to Section 14.01(d)(iv)
or (y) Ashland elects to purchase any Valvoline Competitive Business Assets
pursuant  to the second  proviso to Section  14.03(d)(viii),  the  purchase
price of such Company Competitive Business Assets or Valvoline  Competitive
Business  Assets  (the  "Competitive  Business  Purchase  Price")  shall be
determined pursuant to the following procedures:

                  (a) Negotiation Period. For a period of 15 days following
         the date the Board of Managers  approves such  purchase,  Marathon
         and  Ashland  will  negotiate  in good  faith  to seek to reach an
         agreement  as to  the  Competitive  Business  Purchase  Price.  If
         Marathon and Ashland reach such an agreement, then the Competitive
         Business Purchase Price shall be deemed to be the amount so agreed
         upon by Marathon and Ashland.

                  (b)  Appraisal  Process.  (i) In the event  Marathon  and
         Ashland  are unable to reach an  agreement  as to the  Competitive
         Business  Purchase  Price within the 15 day period  referred to in
         clause  (a)  above,  then  within  five  Business  Days  after the
         expiration  of such 15-day  period (such fifth  Business Day being
         referred to herein as the "14.04  Appraisal  Process  Commencement
         Date"),  Marathon  and  Ashland  each  shall  select a  nationally
         recognized  investment  banking firm to (A) prepare a report which
         (1) sets forth such investment banking firm's determination of the
         Competitive  Business  Purchase  Price  (which  shall  be a single
         amount as opposed to a range) and (2)  includes  work papers which
         indicate  the  basis  for  the  calculations  of  the  Competitive
         Business  Purchase  Price

<PAGE>
                                                                         104

         (a "14.04  Appraisal  Report")  and (B)  deliver  to  Marathon  or
         Ashland, as the case may be, an oral and written opinion addressed
         to such party as to the Competitive Business Purchase Price.

                  (ii) The fees and  expenses  of each  investment  banking
         firm shall be paid by the party selecting such investment  banking
         firm.

                  (iii) Each of Marathon  and Ashland  shall  instruct  its
         respective  investment  banking  firm to (A) not consult  with the
         other  investment  banking firm with respect to its view as to the
         Competitive  Business  Purchase  Price prior to the time that both
         investment banking firms have delivered their respective  opinions
         to  Marathon  and  Ashland,  as  applicable,   (B)  deliver  their
         respective 14.04 Appraisal  Reports,  together with their oral and
         written  opinions as to the  Competitive  Business  Purchase Price
         (the "14.04  Initial  Opinion  Values"),  within 15 days after the
         14.04 Appraisal Process  Commencement Date, and (C) deliver a copy
         of its  written  opinion  and its  14.04  Appraisal  Report to the
         Company,  the other party and the other party's investment banking
         firm at the  time it  delivers  its oral and  written  opinion  to
         Marathon or Ashland, as applicable.

                  (iv) If the 14.04 Initial  Opinion  Values differ and the
         lesser 14.04  Initial  Opinion  Value equals or exceeds 90% of the
         greater 14.04 Initial  Opinion  Value,  the  Competitive  Business
         Purchase  Price  shall be deemed to be an amount  equal to (A) the
         sum of the 14.04 Initial Opinion Values divided by (B) two.

                  (v) If the 14.04  Initial  Opinion  Values differ and the
         lesser 14.04 Initial Opinion Value is less than 90% of the greater
         14.04 Initial Opinion Value then:

                           (A)   within  two   Business   Days  after  both
                  investment  banking firms have delivered their respective
                  opinions  to Marathon or  Ashland,  as  applicable,  each
                  investment  banking  firm shall,  at a single  meeting at
                  which  Marathon,  Ashland,  the  Company  and  the  other
                  investment banking firm are present,  make a presentation
                  with respect to its 14.04 Initial  Opinion Value. At such
                  presentation,  Marathon,  Ashland,  the  Company  and the
                  other

<PAGE>
                                                                         105

                  investment   banking   firm  shall  be  entitled  to  ask
                  questions as to the basis for and the calculation of such
                  investment  banking  firm's 14.04 Initial  Opinion Value;
                  and

                           (B)  Marathon  and  Ashland  shall,  within five
                  Business Days after the date Marathon and Ashland receive
                  the 14.04 Initial Opinion Values (such fifth Business Day
                  being  referred  to  herein  as  the  "14.04   Subsequent
                  Appraisal Process Commencement  Date"),  jointly select a
                  third nationally  recognized  investment  banking firm to
                  (1) prepare a 14.04  Appraisal  Report and (2) deliver an
                  oral  and  written  opinion  addressed  to  Marathon  and
                  Ashland as to the  Competitive  Business  Purchase Price.
                  The fees and  expenses of such third  investment  banking
                  firm shall be paid 50% by  Marathon  and 50% by  Ashland.
                  Such third investment  banking firm shall not be provided
                  with the  14.04  Initial  Opinion  Values  and  shall not
                  consult with the initial  investment  banking  firms with
                  respect thereto.  During such  five-Business  Day period,
                  Marathon  and Ashland  shall  negotiate  in good faith to
                  independently  reach an agreement  as to the  Competitive
                  Business  Purchase  Price.  If Marathon and Ashland reach
                  such an agreement, then the Competitive Business Purchase
                  Price  shall be deemed to be the amount so agreed upon by
                  Marathon and Ashland.  If Marathon and Ashland are unable
                  to reach such an  agreement,  then  Marathon  and Ashland
                  shall  instruct  such third  investment  banking  firm to
                  deliver its 14.04  Appraisal  Report,  together  with its
                  oral and written opinion as to the  Competitive  Business
                  Purchase Price (the "14.04 Third Opinion Value"),  within
                  15 days  after the  14.04  Subsequent  Appraisal  Process
                  Commencement  Date.  The  Competitive  Business  Purchase
                  Price  in such  circumstances  shall be  deemed  to be an
                  amount  equal  to (I)  the  sum of (x)  the  14.04  Third
                  Opinion Value plus (y) whichever of the two 14.04 Initial
                  Opinion Values is closer to the 14.04 Third Opinion Value
                  (or, if the 14.04 Third Opinion Value is exactly  halfway
                  between the two 14.04 Initial Opinion  Values,  the 14.04
                  Third Opinion Value), divided by (II) two.

<PAGE>
                                                                         106


                                 ARTICLE XV

                            Survival; Assignment

                  SECTION 15.01.  Survival and Assignment re:  Marathon and
USX. (a)  General.  Except as  expressly  permitted by this Section  15.01,
neither  Marathon  nor USX shall  assign  all or any part of its rights and
obligations  hereunder to any person  without  first  obtaining the written
approval of each of the other parties hereto, which approval may be granted
or withheld in such parties' sole discretion.

                  (b) Merger or Sale of Substantially  All of Marathon's or
USX's  Assets.  In the  event  that  Marathon  or USX shall be a party to a
merger,  consolidation  or other similar business  combination  transaction
with a third party or sell all or  substantially  all its assets to a third
party,  Marathon's  or USX's,  as the case may be,  rights and  obligations
hereunder  shall be assignable to such third party in connection  with such
transaction; provided, however, that Marathon or USX shall not be permitted
to assign its  rights  and  obligations  hereunder  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 of the LLC  Agreement  to the
related Transfer of Marathon's Membership Interests to such third party.

                  (c) Transfer of Marathon's  Membership Interests Pursuant
to  Section  10.01(c)  of the LLC  Agreement.  In the event  that  Marathon
Transfers  all of its  Membership  Interests  to a third party  pursuant to
Section 10.01(c) of the LLC Agreement, then:

                  (i) such third party  shall at the time of such  Transfer
         become  subject  to  all  of  Marathon's   and  USX's   respective
         obligations  hereunder and shall succeed to all of Marathon's  and
         USX's respective rights hereunder;

                  (ii) such third party and its  ultimate  parent,  if any,
         shall each become subject to the same standstill  obligations that
         apply to Marathon and USX under Section  12.01,  which  standstill
         provisions shall remain in effect with respect to such third party
         and its ultimate parent, if any, through the six-month

<PAGE>
                                                                         107

         anniversary  of the earlier to occur of (a) the date that  Ashland
         and its Affiliates do not own any Membership Interests and (b) the
         date  that such  third  party  and its  Affiliates  do not own any
         Membership Interests;

                  (iii) such third party and its ultimate  parent,  if any,
         shall each become subject to the same  non-compete  covenants that
         apply to Marathon and USX under Article XIV; and

                  (iv)  Marathon  and USX shall each be  relieved of all of
         its obligations  hereunder other than (1) any default hereunder by
         Marathon  or  USX  or  any of  their  respective  Affiliates  that
         occurred  prior to the time of such  Transfer;  (2) Marathon's and
         USX's  respective  obligations  under  Section 12.01 (which are in
         addition  to,  and not in lieu of such third  party's  obligations
         under  Section  12.01);   (3)  Marathon's  and  USX's   respective
         obligations  under Article X with respect to any  Securities  that
         Marathon and/or USX issued to Ashland  pursuant to Section 4.02(c)
         prior to such  Transfer  or that  Marathon  and/or USX  intends to
         issue to Ashland  pursuant to Section 4.02(c) after such Transfer;
         and (4) Marathon's and USX's respective  obligations under Article
         XIV (which  shall  survive  for six  months  from the date of such
         Transfer  and which are in  addition  to,  and not in lieu of such
         third party's obligations under Article XIV).

                  (d)  Assignment  of  Marathon's  Marathon  Call Right and
Special Termination Right. In the event of an assignment by Marathon of its
rights and  obligations  under this  Agreement to a third party pursuant to
this  Section  15.01,  Marathon's  rights  and  obligations  related to its
Marathon  Call  Right  and its  Special  Termination  Right  shall  also be
assigned to such third party; provided,  that such third party shall not be
permitted to exercise the Marathon  Call Right until the third  anniversary
of the date of such assignment.

                  SECTION 15.02.  Survival and Assignment re: Ashland.  (a)
General. Except as expressly permitted by this Section 15.02, Ashland shall
not assign all or any part of its rights and  obligations  hereunder to any
person  without first  obtaining the prior written  approval of each

<PAGE>
                                                                         108

of the other parties hereto, which approval may be granted in such parties'
sole discretion.

                  (b)  Merger  or Sale of  Substantially  all of  Ashland's
Assets.  In  the  event  that  Ashland  shall  be  a  party  to  a  merger,
consolidation  or other similar  business  combination  transaction  with a
third  party  or sell all or  substantially  all of its  assets  to a third
party,  Ashland's  rights and obligations  hereunder shall be assignable to
such third party in connection with such  transaction;  provided,  however,
that Ashland  shall not be  permitted to assign its rights and  obligations
hereunder 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 of
the LLC Agreement to the related Transfer of Ashland's Membership Interests
to such third party.

                  (c) Transfer of Membership  Interests Pursuant to Section
10.01(c) of the LLC Agreement.  In the event that Ashland  Transfers all of
its Membership  Interests to a third party pursuant to Section  10.01(c) of
the LLC Agreement, then:

                  (i) such third party  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;

                  (ii) such third party and its  ultimate  parent,  if any,
         shall each become subject to the same standstill  obligations that
         apply to Ashland under Section 12.02, which standstill  provisions
         shall  remain in effect  with  respect to such third party and its
         ultimate  parent,  if any,  through  the later to occur of (i) the
         six-month anniversary of the earlier to occur of (A) the date that
         Marathon and its  Affiliates do not own any  Membership  Interests
         and (B) the date that such third party and its  Affiliates  do not
         own any Membership Interests and (ii) in the event that such third
         party or its Affiliates acquires USX Voting Securities pursuant to
         the Closing of the Ashland Put Right, the date on which such third
         party  and its  Affiliates  do not own  more  than 5% of the  then
         outstanding USX Voting Securities;


<PAGE>
                                                                         109

                  (iii) such third party and its ultimate  parent,  if any,
         shall each become subject to the same  non-compete  covenants that
         apply to Ashland under Article XIV;

                  (iv) Ashland shall be relieved of all of its  obligations
         hereunder  other than (1) any default  hereunder by Ashland or any
         of its  Affiliates  that  occurred  prior  to  the  time  of  such
         Transfer; (2) Ashland's obligations under Section 12.02 (which are
         in addition to, and not in lieu of such third party's  obligations
         under Section 12.02); and (3) Ashland's  obligations under Article
         XIV (which  shall  survive  for six  months  from the date of such
         Transfer  and which are in  addition  to,  and not in lieu of such
         third party's obligations under Article XIV); and

                  (v) Ashland  shall retain all of its rights under Article
         X with  respect  to any  Securities  that are  issued  to  Ashland
         pursuant  to  Section  4.02(c)  prior to or after the date of such
         Transfer  (which rights shall be in addition to and not in lieu of
         the rights that the third party of Ashland's  Membership Interests
         is entitled to under Article X).

                  (d) Assignment of Ashland's Ashland Put Right and Special
Termination  Right.  In the event of an assignment by Ashland of its rights
and  obligations  under this  Agreement  to a third party  pursuant to this
Section 15.02,  Ashland's rights and obligations related to its Ashland Put
Right and its  Special  Termination  Right  shall also be  assigned to such
third  party;  provided  that such third  party shall not be  permitted  to
exercise the Ashland Put Right until the third  anniversary  of the date of
such assignment.

                  SECTION  15.03.  Survival and Assignment re: the Company.
The Company  shall not be  permitted  to assign its rights and  obligations
hereunder  without the prior  written  consent of each of the other parties
hereto, which consent shall not be unreasonably withheld.

                  SECTION 15.04. Assignment and Assumption Agreements.  Any
assignment of  Marathon's,  USX's,  Ashland's or the  Company's  respective
rights  and  obligations  hereunder  pursuant  to this  Article XV shall be
pursuant to an assignment and  assumption  agreement by and among the third
party,  such third party's ultimate parent, if any, and each of the parties
hereto, in such form as the parties hereto shall reasonably approve.


<PAGE>
                                                                         110

                  SECTION 15.05.  Consequences of Unpermitted  Assignments.
Any attempted  assignment in violation of this Article XV shall be void and
without legal effect.


                                ARTICLE XVI

                       Dispute Resolution Procedures

                  SECTION  16.01.  General.  All  controversies,  claims or
disputes that arise out of or relate to the Agreement or the  construction,
interpretation,   performance,   breach,  termination,   enforceability  or
validity of the Agreement, or the commercial economic or other relationship
of the parties thereto,  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  the  date of the  Agreement  (a  "Dispute")  shall  be  resolved  in
accordance  with  the  provisions  of  this  Article  XVI.  Notwithstanding
anything to the contrary  contained  in this  Article XVI,  nothing in this
Article  XVI shall  limit the ability of the  directors  and  officers of a
party hereto from communicating directly with the directors and officers of
any other party hereto.

                  SECTION  16.02.  Dispute  Notice  and  Response.  A party
hereto may give another party hereto 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  party shall  submit to the other party a written  response  (the
"Response").  The  Dispute  Notice and the  Response  shall each  include a
statement  setting  forth the position of the party  giving such notice,  a
summary of the arguments  supporting such position and, if applicable,  the
relief sought.

                  SECTION  16.03.   Negotiation   Between  Chief  Executive
Officers. (a) If a Dispute Notice is delivered prior to the Closing, within
10 Business  Days after  delivery of the  Response  provided for in Section
16.02, the Chief Executive  Officer (in the case of Ashland and USX) and/or
the  President  (in the case of Marathon  and the Company) of

<PAGE>
                                                                         111

each party to such  Dispute  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 delivery of
the  Response as provided  for in Section  16.02,  then each party 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(s) and/or the President(s)  pursuant to this Section 16.03 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  16.04.  Right  to  Equitable  Relief  Preserved.
Notwithstanding  anything  in this  Agreement  to the  contrary,  any party
hereto 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 any other  proceeding
contemplated by Section 16.03.


                                ARTICLE XVII

                               Miscellaneous

                  SECTION 17.01.  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


<PAGE>
                                                                         112

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 Marathon:

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

To USX:

USX Corporation
600 Grant Street
Pittsburgh, PA, 15219-4776
Attn: General Counsel
Phone:  (412) 433-1121
Fax:  (412) 433-2015

To Ashland:

Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
Attn: General Counsel
Phone:  (606) 329-3333
Fax:    (606) 329-3823

To the Company:

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

<PAGE>
                                                                         113

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

                  SECTION  17.02.   Merger  and  Entire   Agreement.   This
Agreement   (including  the  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 17.03. 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  17.04.  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 17.05. 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  17.06.  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

<PAGE>
                                                                         114

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 17.07.  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. 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 17.08. 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

<PAGE>
                                                                         115

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  17.09.  Table of Contents,  Headings and Titles.
The table of contents  and section  headings of this  Agreement  and titles
given to Schedules  and  Appendices  to this  Agreement  are for  reference
purposes  only  and  are to be  given  no  effect  in the  construction  or
interpretation of this Agreement.

                  SECTION   17.10.   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 17.11. 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, performance,  notice or election will be extended to the next
succeeding Business Day.

                  SECTION 17.12. 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 17.13. Liability for Affiliates. Except where and
to the extent that a contrary intention otherwise appears,  where any party
hereto  undertakes  to cause its  Affiliates to take or abstain from taking
any action,  such  undertaking  shall mean (i) in the case of an  Affiliate
that is  controlled  by such  party,  that  such  party  shall  cause  such
Affiliate  to take or abstain  from taking such
<PAGE>
                                                                         116

action  and  (ii) in the case of an  Affiliate  that  controls  or is under
common control with such party,  that such party shall use its commercially
reasonable  best efforts to cause such  Affiliates  to take or abstain from
taking  such  action;  provided,  however,  that  such  party  shall not be
required to violate, or cause any director of an Affiliate to violate,  any
fiduciary duty to minority shareholders of such Affiliate.

                  SECTION 17.14.  Schedules.  No representation or warranty
hereunder  shall be deemed to be  inaccurate  if the  actual  situation  is
disclosed  pursuant to another  representation  or warranty  herein or in a
schedule  to a  Put/Call,  Registration  Rights  and  Standstill  Agreement
Disclosure  Letter or in any other  Transaction  Document  or any  exhibit,
schedule or appendix  thereto,  whether or not an explicit  cross-reference
appears.   Neither  the   specification   of  any  dollar   amount  in  any
representation,  warranty or covenant  contained in this  Agreement nor the
inclusion  of any specific  item in a schedule to a Put/Call,  Registration
Rights and Standstill Agreement Disclosure Letter is intended to imply that
such amount,  or higher or lower amounts,  or the item so included or other
items, are or are not material, and neither party shall use the fact of the
setting  forth of any such amount or the  inclusion of any such item in any
dispute or controversy  involving the parties as to whether any obligation,
item or  matter  not  described  herein  or  included  in a  schedule  to a
Put/Call,


<PAGE>


Registration Rights and Standstill Agreement Disclosure Letter is or is not
material for purposes of this Agreement.

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


                                   MARATHON OIL COMPANY

                                      by   /s/ Victor G. Beghini
                                        --------------------------
                                        Name:  Victor G. Beghini
                                        Title: President


                                   USX CORPORATION

                                      by   /s/ Thomas J. Usher
                                        --------------------------
                                        Name:  Thomas J. Usher
                                        Title: Chairman of the Board
                                        and Chief Executive Officer


                                   ASHLAND INC.

                                      by   /s/ Paul W. Chellgren
                                         --------------------------
                                         Name:  Paul W. Chellgren
                                         Title: Chairman of the Board
                                         and Chief Executive Officer


                                   MARATHON ASHLAND PETROLEUM LLC

                                       by   /s/ J. L. Frank
                                         --------------------------
                                         Name:  J. L. Frank
                                         Title: President




         [85257.5]

<PAGE>

         AMENDMENT NO. 1, dated as of December 31, 1998 (this  "Amendment")
to the PUT/CALL,  REGISTRATION RIGHTS AND STANDSTILL  AGREEMENT dated as of
January 1, 1998 (the  "Agreement")  among  MARATHON OIL  COMPANY,  an Ohio
corporation,  USX  CORPORATION,  a Delaware  corporation,  ASHLAND  INC., a
Kentucky corporation and MARATHON ASHLAND PETROLEUM LLC, a Delaware limited
liability company (collectively, the "Parties")

         WHEREAS,  the Parties have  heretofore  entered into the Agreement
(capitalized terms used in this Amendment and not defined herein shall have
the meanings given such terms in the Agreement); and

         WHEREAS,  the  Parties  wish to amend  the  Agreement  to  reflect
certain changes to the prices set forth therein.

         NOW,  THEREFORE,  in consideration of the mutual agreements herein
contained and other good and valuable  consideration,  the  sufficiency and
receipt of which are hereby acknowledged, the Parties agree as follows:

         Section 1.   Amendments:

         (a)  Section  1.01 of the  Agreement  is  amended  to  insert  the
following definition after the definition of "Price Index" and prior to the
definition of "Private Label Packaged Motor Oil Business":

                  " 'Price  Reduction' shall have the meaning  set forth in
         Section   2.02(b)  of  the  Put/Call,   Registration   Rights  and
         Standstill Agreement."

         (b)  Section  2.02(a) of the  Agreement  is amended to read in its
entirety as follows:

                  "(a) Amount.  The Special  Termination  Price shall be an
         amount equal to (i) the product of (x) 100% of the Appraised Value
         of the  Company  multiplied  by (y)  the  Terminating  Member's
         Percentage  Interest,  less  (ii)  if the  Terminating  Member  is
         Ashland, the Price Reduction."

         (c) Sections  2.02(b) and 2.02(c) as numbered in the Agreement are
numbered  Sections  2.02(c)  and  2.02(d)  respectively  and a new  Section
2.02(b) of the Agreement is added to read in its entirety as follows:

                  "(b) Price  Reduction.  Price  Reduction  means an amount
         equal  to the  excess  of (i)  $14,139,519,  which  is the  agreed
         present  value at  January  1,  1998,  of the tax cost to  Ashland
         ("Present  Value  Tax  Cost')  of  allocating  to it  depreciation
         deductions  as shown in Chart A in Schedule  2.02(b) (1) ("Chart A
         Depreciation") , as compared to allocating to Ashland depreciation
         deductions  as shown in Chart B in Schedule  2.02(b) (1) ("Chart B
         Depreciation"), over (ii) the present value at January 1, 1998, of
         the tax cost to Ashland of allocating  to it Chart A  Depreciation
         as compared to Chart B Depreciation, taking into account Ashland's
         decreased  taxable gain or  increased  taxable loss on the sale of
         all  of its  Membership  Interest  in the  Company  when  Chart  A
         Depreciation  as compared to Chart B Depreciation  is allocated to
         it ("Present Value Tax Cost on Sale").

                  "Chart A Depreciation  represents the agreed depreciation
         deductions with respect to property  contributed by Ashland on the
         Closing of the Asset Transfer and Contribution Agreement allocated
         to it through the  depreciable  life of such property as set forth
         in Section 6.03 of the LLC Agreement as amended and restated as of
         December  31, 1998.  Chart B  Depreciation  represents  the agreed
         depreciation  deductions  with respect to property  contributed by
         Ashland on the  Closing  of the Asset  Transfer  and  Contribution
         Agreement  allocated  to it through the  depreciable  life of such
         property as set forth in Sections  6.03,  6.12 and 4.01(c) of such
         agreement as in effect prior to such  restatement as if it were in
         effect  through  such  depreciable  life,  but treating the assets
         comprising  the Merrill  Lynch Master  Lease  Program as Subleased
         Property  listed on  Schedule  4.01(c)  for  purposes  of Sections
         4.01(c) and 6.12.  Chart A  Depreciation  and Chart B Depreciation
         shall not be revised to reflect the actual amount of  depreciation
         deductions with respect to property  contributed by Ashland on the
         Closing of the Asset Transfer and Contribution Agreement allocated
         to Ashland,  or to take into account the sale or other disposition
         by the Company of any of the  property  contributed  by Ashland on
         the Closing of the Asset Transfer and Contribution Agreement.

                  "Solely for purposes of determining the Present Value Tax
         Cost and the Present Value Tax Cost on Sale, the following factors
         and  assumptions  have been and will be used: (i) discount rate of
         9% per annum, (ii) combined Federal/State income tax rate of 39%,


<PAGE>


                  (iii) the cash flow  impact of a reduction  in  Ashland's
         income  taxes  for a year as the  result  of  Chart  A or  Chart B
         Depreciation is realized on the last day of that year and (iv) the
         cash flow  impact of  Ashland's  income  tax  expense  or  benefit
         arising  from a sale  of all  of its  membership  interest  in the
         Company is  incurred  or  realized  on the last day of the year of
         sale.

                  "Schedule   2.02(b)  (2)   reflects,   for   purposes  of
         illustration,  the Present Value Tax Cost on Sale if Ashland sells
         all of its 38%  membership  interest  in the Company on January 1,
         2005. The Present Value Tax Cost on Sale with respect to Ashland's
         sale of all of its  interest  in the  Company at a date  different
         than January 1, 2005,  shall be computed in the same manner as the
         Present  Value Tax Cost on Sale  illustrated  in Schedule  2.02(b)
         (2).

                  "Consistent  with the  foregoing  principle,  if  Ashland
         sells all or part of its  Membership  Interest  to  Marathon  in a
         transaction not otherwise  described in this Agreement,  the price
         paid by or on  behalf  of  Marathon  for  such  interest  shall be
         appropriately reduced."

         (d)  Attached  new  Schedules  2.02(b)  (1)  and  2.02(b)  (2) are
inserted between Schedule 1.03(d) and Schedule 14.01 (a)

         (e)  Section  3.02(a) of the  Agreement  is amended to read in its
entirety as follows:

                  "(a) Amount.  The Marathon  Call Price shall be an amount
         equal to (i) the product of (x) 115% of the Appraised Value of the
         Company multiplied by (y) Ashland's Percentage Interest, less (ii)
         the Price Reduction."

         (f)  Section  4.02(a) of the  Agreement  is amended to read in its
entirety as follows:

                  "(a)  Amount.  The  Ashland  Put Price shall be an amount
         equal to the sum of (i) for that  portion of the Ashland Put Price
         to be paid to Ashland in Cash or in Marathon Debt  Securities,  an
         amount  equal to the  product of (1) the excess of (x) the product
         of (A) 85% of the Appraised Value of the Company multiplied by (B)
         Ashland's  Percentage  Interest  over  (y)  the  Price  Reduction,
         multiplied  by (2) the  percentage  of the Ashland Put Price to be
         paid to Ashland in Cash and/or


<PAGE>


         in Marathon  Debt  Securities,  plus (ii) for that  portion of the
         Ashland  Put  Price  to be  paid to  Ashland  in  Marathon  Equity
         Securities  the  same as  above  but  substituting  90% for 85% in
         Clause (A) and  substituting  Marathon Equity  Securities for Cash
         and/or Marathon Debt Securities in clause (2) ."

         Section 2. Parties in Interest.  This Amendment shall inure to the
benefit of, and be binding upon,  the Parties  hereto and their  respective
successors, legal representatives and permitted assigns.

         Section  3.  Counterparts.  This  Amendment  may  be  executed  in
counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

         Section 4. Governing Law. THIS AMENDMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT
GIVING EFFECT TO THE  PRINCIPLES OF CONFLICTS OF LAW THEREOF.  ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING
OUT OF  THIS  AMENDMENT,  OR  ANY  TRANSACTION  OR  CONDUCT  IN  CONNECTION
HEREWITH, IS WAIVED.

         IN WITNESS WHEREOF,  the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.

MARATHON OIL COMPANY                  ASHLAND INC.



By:    /s/ V. G. Beghini              By:  /s/ Paul Chellgren
      ------------------------------         --------------------------
Name:    V. G. Beghini                Name:  Paul W. Chellgren
Title:   President                    Title: Chairman of the Board and Chief
                                             Executive Office


USX CORPORATION                       MARATHON ASHLAND PETROLEUM,
                                        LLC


By:  /s/ Thomas J. Usher              By:  /s/ J. L. Frank
     -------------------------------       ---------------------------
Name:  Thomas J. Usher                Name:   J. L. Frank
Title: Chairman of the Board          Title:  President
         and Chief Executive Officer