Exhibit 10.10

                                ASHLAND INC.

                    DIRECTORS' CHARITABLE AWARD PROGRAM

                       (Amended as of July 19, 2000)

1. PURPOSE.  The purpose of the Ashland Inc.  Directors'  Charitable  Award
Program (the "Program") is to enhance the  competitiveness of the Company's
Director  benefits program,  thereby aiding Ashland Inc.  ("Ashland" or the
"Company") in the  attraction and retention of Board members of the highest
caliber.  The Program also provides a cost-effective means to recognize the
mutual  interest of the  Company and its  Directors  in  supporting  worthy
charitable and educational  institutions,  thereby advancing the social and
charitable goals and objectives of the Company and its Directors.

2.       DEFINITIONS.
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         (a) "ASHLAND" - means Ashland Inc.

         (b) "BOARD" OR "BOARD OR DIRECTORS" - means the Board of Directors
of Ashland or its designee.

         (c)  "CHANGE  IN  CONTROL" - shall be deemed to occur (1) upon the
approval of the Board of  Directors of Ashland (or if approval of the Board
of  Directors  of  Ashland  is  not  required  as  a  matter  of  law,  the
shareholders of Ashland) of (A) any  consolidation  or merger of Ashland in
which Ashland is not the continuing or surviving corporation or pursuant to
which  shares  of  Ashland  Common  Stock  would be  converted  into  cash,
securities  or other  property  other than a merger in which the holders of
Ashland  Common  Stock  immediately  prior to the merger will have the same
proportionate  ownership  of  common  stock  of the  surviving  corporation
immediately  after the  merger,  (B) any sale,  lease,  exchange,  or other
transfer (in one transaction or a series of related transactions) of all or
substantially  all the assets of  Ashland,  or (C)  adoption of any plan or
proposal for the  liquidation or  dissolution  of Ashland,  or (2) when any
"person"  (as defined in Section  13(d) of the  Securities  Exchange Act of
1934),  other than Ashland or any  subsidiary  or employee  benefit plan or
trust  maintained by Ashland or any of its  subsidiaries,  shall become the
"beneficial owner" (as defined in Rule 13d-3 under the Securities  Exchange
Act of 1934),  directly  or  indirectly,  of more  than 15% of the  Ashland
Common Stock  outstanding  at the time,  without the prior  approval of the
Board of Directors of Ashland, or (3) if 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 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.

         (d)      "DIRECTOR" - means a member of Ashland's Board of Directors.

         (e) "DIRECTOR  RETIREMENT PLAN" - means the Ashland Inc.  Director
Retirement Plan in effect from time to time.

         (f)  "DISABILITY" - means a Director's  incapacity due to physical
or mental  illness  for a period of six (6)  months  or more  during  which
period  the  Director  is  unable  to  attend  to  his or  her  duties  and
responsibilities as a member of the Board.

         (g)  "DONATION" - means a charitable  contribution  made under the
terms of this Program.

         (h) "PROGRAM" - means the Ashland Inc. Directors' Charitable Award
Program.

3.       Eligibility Criteria.

         All current and future  Directors of Ashland  shall be eligible to
participate in the Program.  However,  former  directors (whose service has
ceased prior to the effective date of the Program) shall not be eligible to
participate.

4.       GRANT PROCEDURE.
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         (a)  Each  eligible  Director  will  become a  participant  in the
Program upon submission of a form approved by Ashland for this purpose (the
"Beneficiary  Recommendation Form") to the Vice President,  Corporate Human
Resources (the "Human  Resources  Department") of Ashland  designating that
one or more  organization(s)  be  considered  for a grant of all or part of
$1,000,000,  payable following the death of the Director.  However, no more
than ten (10)  organizations  may be  recommended  by any  Director and the
amount of the  recommended  Donation  must not be less than $100,000 to any
one organization.

         (b) In  order to  qualify  for a grant  under  this  Program,  the
designated  charity  must  be  a  tax-exempt   organization  under  Section
501(c)(3) of the Internal  Revenue Code of 1986, as amended  (i.e.,  civic,
religious,  educational  or  medical/health  care  organizations),  and the
designated  charity's  activities or purposes  must be compatible  with the
goals and objectives of Ashland's charitable programs.

         (c) Each  organization  recommended  by a  Director  to  receive a
Donation is subject to the review and initial  approval of Ashland's  Human
Resources  Department,  with  the  final  determination  as to  whether  an
organization  meets the


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eligibility requirements at the time a Donation is to be made to be decided
jointly by the  Chairman  and Chief  Executive  Officer of Ashland  and the
Chairman of the Personnel and Compensation Committee of the Board.

         (d) The  recommendation of a beneficiary may be revoked or revised
by a Director  at any time before his or her death by the  completion  of a
new  Beneficiary  Recommendation  Form,  unless a Director elects to make a
recommendation irrevocable.

         (e) A  Director  can  make  the  recommendation  of a  beneficiary
irrevocable  as to all or a portion  of the  recommended  Donation  for the
organization.  An  irrevocable  recommendation  cannot  be  changed  by the
Director unless the recommended organization ceases to meet the eligibility
requirements of Section 4(b) under the Program.

         (f) A Director may request Ashland to notify an organization  that
it has been  selected by the  Director to receive a Donation by so advising
Ashland on the Beneficiary Recommendation Form.

         (g) If any  organization  recommended  by a Director  to receive a
Donation ceases to meet the requirements of Section 4(b), the Director will
be  advised  of  such  and  given  an  opportunity  to  revise  his  or her
Beneficiary  Recommendation  Form. If a revised Beneficiary  Recommendation
Form is not submitted by the Director  before his or her death,  the amount
recommended  for that  particular  organization  shall be divided among the
Director's  remaining  recommended  qualified  organizations  on a prorated
basis.  If all the  organizations  selected by a Director cease to qualify,
Ashland will, in its sole discretion, select the organization(s) to receive
the Donation(s) on behalf of the Director.

         (h) No  Donation  will  be  made  on  behalf  of a  Director  if a
Director's termination from Board service is for any reason other than: (1)
mandatory  retirement at age 72 under the Ashland Inc. Director  Retirement
Plan; (2) death;  (3) Disability;  (4) voluntary early retirement to take a
position  in public  governmental  service;  or (5) a Change in  Control of
Ashland;  however,  the Board of Directors shall have plenary  authority to
authorize  that a  Donation  be  made on  behalf  of a  retiring  Director,
provided  that the  Director  has a minimum of ten (10) years  service as a
Director with Ashland.

         (i) Any Donation made under this Program  shall  generally be made
as soon as practicable following the eligible Director's death. The payment
shall be  identified  as a gift in honor of the service of the  Director on
Ashland's Board of Directors. Payment shall be contingent upon presentation
to the Human Resources  Department of proof of the Director's death and the
continued approval of the Director's recommendations.

5.       MISCELLANEOUS PROVISIONS.
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         (a) An eligible  Director's  rights and interest under the Program
may not be assigned or transferred in whole or in part.  Nothing  contained
in this Program  shall create,  or be deemed to create,  a trust (actual or
constructive) for the benefit of a Director or any organization recommended
by a Director to receive a Donation.

         (b) In order to financially support the Program, Ashland may elect
to purchase a life insurance  policy or policies  insuring the lives of the
Directors.  Ashland will be the sole owner and beneficiary thereof. Neither
the Directors nor the charitable organizations recommended by the Directors
will have any rights or beneficial  ownership  interests in any such policy
or policies acquired by Ashland.  Directors may be asked to provide certain
medical and other information to assist Ashland in acquiring such policy or
policies.

         (c)  The expenses of the Program shall be borne by Ashland.

         (d) The  Program  shall be  administered  and  interpreted  by the
Personnel and Compensation  Committee of the Board (the  "Committee").  The
Committee  shall have plenary  authority to  prescribe,  amend,  suspend or
terminate the Program (or any rules,  regulations,  and procedures relating
to the Program) at any time in its sole  discretion  without the consent of
the  Directors  participating  in the Program.  The  determinations  of the
Committee  shall be conclusive and binding on all interested  parties.  The
Human Resources Department of Ashland, or its designee,  shall be delegated
the responsibility of preparing and distributing  periodic reports,  making
disbursements, and administering the Program.

         (e) The  provisions  of this  Program  shall  be  interpreted  and
construed in accordance with the laws of the Commonwealth of Kentucky.

         (f)  Benefits  payable  under this  Program  shall be binding upon
Ashland, its successors and assigns.

         (g)  The effective date of this Program shall be December 1, 1990.