Exhibit 10.5

                              ASHLAND OIL INC.
                          SALARY CONTINUATION PLAN


     The Ashland Oil, Inc. Salary Continuation Plan (the "Plan"), effective
July 21, 1988, is an employee benefit plan which provides eligible salaried
employees  of  Ashland  Oil,  Inc.  and  its  majority-owned   subsidiaries
(collectively  referred to herein as the "Company") with certain  severance
benefits if the  individual's  employment  with the  Company is  terminated
under defined circumstances after a "change in control of the Company." The
details and purpose of the Plan are more fully explained below.

SECTION 1.            PURPOSE

     The  purpose  of the Plan is to  reduce  employee  concerns  about the
possibility  of a "change in control of the Company." It is important  that
each employee be able to focus his or her full  attention and energy toward
the goals and  objectives  of the  Company.  The Plan is also  designed  to
permit  the  Company to retain its high  quality  work force by  increasing
stability and improving moral and productivity.  In addition, the Plan will
allow the Company to attract and retain new qualified employees.

SECTION 2.            ADMINISTRATION

     Ashland Oil,  Inc.  ("Ashland")  shall be the Plan  Administrator  and
shall  administer  the Plan.  Any  determinations  by the Vice President of
Corporate Human Resources in carrying out,  administering,  or interpreting
this  Plan  shall  be  final  and  binding  for all  purposes  and upon all
interested   persons   and   their   heirs,   successors,    and   personal
representatives.  All costs  associated with the Plan shall be borne by the
Company.

SECTION 3.  ELIGIBILITY

     An  employee  who is  classified  on the  records of the  Company as a
regular,  full-time  salaried  employee,  whether  exempt or  nonexempt  as
specified in the Fair Labor  Standards  Act, as from time to time  amended,
(excluding  hourly employees;  employees  covered by collective  bargaining
agreements;  employees of subsidiaries,  entities, or partnerships in which
the  Company  has a 50%  or  less  ownership  interest;  and  international
employees,  except foreign nationals who are located in Canada or those who
are  U.S.  expatriates)  will  be  entitled  to  participate  in the  Plan,
regardless of length of service. Employees who have entered into employment
contracts with the Company will not be eligible to participate in the Plan.

     At any time prior to a "change in control of the  Company"  as defined
in Section 4(b), Ashland reserves, in its complete discretion, the right to
amend the eligible classes of employees.

SECTION 4.  CONDITIONS FOR BENEFIT PAYMENTS

     (a) A participant shall not be entitled to receive benefits under this
Plan prior to a "change in control of the Company," as hereinafter defined.
Participation in the Plan does not create a contract of employment  between
the Company and its employees.  The Company reserves the right to terminate
employees at any time for any reason,  just as employees  have the right to
terminate their employment at any time for any reason.

     (b) For purposes of the Plan, a change in control of Ashland Oil, Inc.
(herein a  "change  in  control  of the  Company")  shall be deemed to have
occurred if:

     (i)  there  shall  be  consummated  (A) any  consolidation  or  merger
involving  the  Company  in which  the  Company  is not the  continuing  or
surviving  corporation or pursuant to which shares of the Company's  common
stock would be converted into cash,  securities,  or other property,  other
than a  merger  of the  Company  in which  the  individual  holders  of the
Company's  common  stock  immediately  prior  to the  merger  have the same
proportionate  ownership  of  common  stock  of the  surviving  corporation
immediately after the merger, or (B) any sale, lease, exchange, or transfer
(in  one  transaction  or a  series  of  related  transactions)  of  all or
substantially all the assets of the Company; or

     (ii)  the  shareholders  of the  Company  shall  approve  any  plan or
proposal for the liquidation or dissolution of the Company; or

     (iii) any "person"  (as such term is used in Sections  13(d) and 14(d)
(2) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  other than the  Company  or a  subsidiary  thereof or any  employee
benefit plan sponsored by the Company or a subsidiary thereof, shall become
the  beneficial  owner (within the meaning of Rule 13d-3 under the Exchange
Act) of  securities  of Ashland  representing  50% or more of the  combined
voting power of Ashland's then outstanding securities ordinarily (and apart
from rights accruing in special  circumstances) having the right to vote in
the election of directors,  as a result of a tender or exchange offer, open
market purchases, privately-negotiated purchases or otherwise; or

     (iv) at any time during a period of two consecutive years, individuals
who at the beginning of such period  constituted  the Board of Directors of
Ashland shall cease for any reason to constitute at least a majority

     thereof,  unless  the  election  or the  nomination  for  election  by
Ashland's shareholders of each new director during such two-year period was
approved by a vote of at least  two-thirds of the  directors  then still in
office who were directors at the beginning of such two-year period.


SECTION 5.            AMOUNT OF BENEFITS

     Following  a "change in control of the  Company"  and a  participant's
termination of employment within two (2) years thereafter  without "cause,"
a  participant  shall be entitled to  receiver  benefits  under the Plan as
described below:

     (a) A participant shall be entitled to be paid in an undiscounted lump
sum within ten (10) business days after such  participant's  termination of
employment  without "cause," an amount equal to a specified  portion of his
or her current base compensation  (excluding any bonus  compensation) based
upon such  participant's  aggregate years and months of service (whether or
not continuous) with the Company as follows:

         Length of Service                           Payment

Up to 5 full years                        3 months base compensation
More than 5 and up to 10 full years       6 months base compensation
More than 10 and up to 15 full years      1 year's base compensation
More than 15 and up to 20 full years      1-1/2 years base compensation
More than 0 full years                    2 years base compensation

     (b) At the  sole  expense  of the  Company,  a  participant  shall  be
entitled to the continuation of his or her medical,  dental, and group life
benefits  in  effect  at the  time of  such  participant's  termination  of
employment  without  "cause" for a period of six (6) months  following such
participant's termination of employment.

     (c) A participant  shall be reimbursed  for any legal fees or expenses
incurred by the  participant to enforce the payment of Plan benefits within
ten (10)  business days of providing  copies of applicable  invoices to the
Company.

     (d) A  participant  shall be entitled to interest on the amount of any
payments due under the plan (but not timely  paid) in an amount  equivalent
to the prime  rate of  interest  (quoted  by  Citibank,  N.A.  as its prime
commercial  lending rate) on the latest date practicable  prior to the date
such payments should have been made, to and including the date it is made.

     (e) Within ten (10) business days of the participant's  termination of
employment  following  a "change in control of the  Company,"  the  Company
shall provide, at no cost to the participant, individual outside assistance
in finding  other  employment.  Such  obligation  may be  fulfilled  by the
Company  through  the  retention  of an  outplacement  service  for  use by
individual participants.

     (f) Participants shall be entitled to receive any pension, disability,
workers' compensation, other Company benefit plan distribution, payment for
vacation accrued but not taken,  statutory employment  termination benefit,
or  any  other  compensation  plan  payment  otherwise  independently  due;
however,  in no event shall a  participant  who receives  benefit under the
Plan be  entitled to  additional  severance  payment  pursuant to any other
existing severance policy of the Company.

SECTION 6.  ACCEPTANCE OF BENEFITS

     If a  participant  receives and accepts all of the  benefits  provided
under  Section 5 of the Plan,  he or she  shall be deemed  thereby  to have
waived any right or cause of action  against the Company and its directors,
officers,  or employees  arising from the termination of the  participant's
employment.

SECTION 7.  CLAIMS PROCEDURE

     (a) Following a "change in control of the Company" and a participant's
termination of employment,  the benefits described in Section 5 of the Plan
shall be paid as described  therein without any required action on the part
of such participant.

     (b) If any participant believes that he or she is entitled to benefits
provided under the Plan and has not received such benefits  within the time
prescribed  by the Plan,  such  participant  may submit a written claim for
payment of such  benefits  to the  Company.  If such claim for  benefits is
wholly or partially denied, the Company shall,  within thirty (30) business
days after receipt of the claim,  notify the  participant  of the denial of
the claim.  Such  notice of denial (i) shall be in  writing,  (ii) shall be
written in a manner  calculated to be understood  by the  participant,  and
(iii) shall  contain (A) the  specific  reason or reasons for denial of the
claim, (B) a specific reference to the pertinent Plan provisions upon which
the  denial is based,  (C) a  description  of any  additional  material  or
information  necessary to perfect the claim,  along with an  explanation of
why such material or  information  is necessary,  and (D) an explanation of
the claim review  procedure,  in  accordance  with the  provisions  of this
Section 7.

     (c)  Within  sixty  (60)  business  days  after  the  receipt  by  the
participant of a written notice of denial of the claim,  or such later time
as shall be deemed reasonable taking into account the nature of the benefit
subject to the claim and any other attendant circumstances, the participant
may file a written request with the Company that it conduct a full and fair
review of the denial of the claim for benefits.  As a part of such full and
fair  review,  the  participant  (or  such  participant's  duly  authorized
representative) may review and photocopy pertinent documents (including but
not limited to the  participant's  personal history file) and submit issues
and  comments  to the  Company  in  writing.  The  Company  shall  make its
determination  in accordance with the documents  governing the Plan insofar
as such  documents  are  consistent  with the  provisions  of the  Employee
Retirement Income Security Act of 1974 (herein "ERISA").

     The Company  shall  promptly  deliver to the  participant  its written
decision  on the claim (in no even later than  thirty  (30)  business  days
after the receipt of the aforesaid request for review, except that if there
are special circumstances (such as a conference with the participant or his
or her  representative)  which require an extension of time,  the aforesaid
thirty (30) business day period shall be extended to a reasonable period of
time not to exceed sixty (60) business  days).  Such decision  shall (i) be
written in a manner  calculated to be understood by the  participant,  (ii)
include the specific reason or reasons for the decision,  and (iii) contain
a  specific  reference  to the  pertinent  Plan  provisions  upon which the
decision is based.  If the decision on review is not  furnished  within the
time  prescribed by this Section 7(c), the claim shall be deemed granted on
review.

SECTION 8.  AMENDMENTS AND TERMINATIONS

     Ashland's  Board  of  Directors   shall  have  plenary   authority  to
terminate,  modify,  or amend this Plan in such  respects  as it shall deem
advisable  at any time prior to a "change in  control  of the  Company"  as
defined in Section 4(b).

SECTION 9.  SUCCESSORS BINDING AGREEMENT

     (i)  The  Company  will  require  any  successor  (whether  direct  or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
substantially  all  of the  business  and/or  assets  of  the  Company,  by
agreement  in form and  substance  satisfactory  to eligible  participants,
expressly to assume and agree to provide benefits  pursuant to this Plan in
the same manner and to the same  extent that the Company  would be required
to perform its  obligations  under the Plan if no such succession had taken
place.  Failure  of the  Company  to  obtain  such  agreement  prior to the
effectiveness  of any such succession shall be a violation of this Plan and
shall entitle eligible participants to compensation from the Company in the
same  amount and on the same  terms as the  participant  would be  entitled
pursuant  to  Section 5,  except  that for  purposes  of  implementing  the
foregoing, the date on which any such succession becomes effective shall be
deemed the date of the  participant's  termination  of  employment  without
"cause."  As used  in this  Plan,  "Company"  shall  mean  the  Company  as
hereinbefore  defined and any  successor to its business  and/or  assets as
aforesaid  which  executes and delivers the agreement  provided for in this
Section 9 or which otherwise  becomes bound by all the terms and provisions
of this Plan by operation of law.

     (ii) This Plan shall inure to the benefit of and be  enforceable  by a
participant's personal or legal representatives, executors, administrators,
successors,  heirs, distributees,  devisees, and legatees. If a participant
should die while any amounts would still be payable to him or her hereunder
if he or she had  continued to live,  all such  amounts,  unless  otherwise
provided herein, shall be paid in accordance with the terms of this Plan to
such participant's  devisee,  legatee, or other designee or, if there be no
such designee, to his or her estate.

SECTION 10.  WITHHOLDING TAXES

     The Company is  authorized to withhold any tax required to be withheld
from the amounts  payable to a participant  pursuant to this Plan which are
considered taxable compensation to the participant.

SECTION 11.  GOVERNING LAW

     The  Plan  shall  be  governed  by the  laws  of the  Commonwealth  of
Kentucky.