AGREEMENT AND GENERAL RELEASE


     THIS  AGREEMENT  AND  GENERAL  RELEASE is entered  into this 27 day of
November,  2002 by and  between  Ashland  Inc.,  on behalf of  itself,  its
officers,   directors,   shareholders,   employees  and  agents  (in  their
individual and  representative  capacities),  and each of them, jointly and
severally  (collectively  referred to as "Ashland" or the  "Company");  and
Paul  W.  Chellgren,  on  behalf  of  himself  and  his  heirs,  executors,
guardians,  administrators,  successors  and  assigns,  and  each of  them,
jointly and  severally  (herein  singularly  and  collectively  called "Mr.
Chellgren"  or the  "Employee"),  who agree to be bound by all of the terms
and conditions hereof.

     WHEREAS,  Employee has been employed by the Company from July 29, 1974
to the present; and

     WHEREAS,  Employee and the Company  desire to settle fully and finally
all matters between them,  including,  but in no way limited to, any issues
that might arise out of Employee's  employment with and retirement from the
Company;

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  herein
contained, Employee and the Company agree as follows:

     1. This Agreement and General Release (the  "Agreement")  shall not in
any way be  construed  as an  admission  by the  Company  that it has acted
wrongfully  with respect to Employee or any other person,  or that Employee
has any rights whatsoever against the Company, and the Company specifically
disclaims any  liability to or wrongful acts against  Employee or any other
person,  on the part of  itself,  its  officers,  directors,  shareholders,
employees or agents.

     2.  Employee  represents,  understands,  and agrees that in accordance
with the terms of the Letter Agreement  executed by Employee on November 6,
2002,  the  terms  and  conditions  of which  are  incorporated  herein  by
reference,  Employee  stepped  down from his  position  as Chief  Executive
Officer on  September  30,  2002,  and will step down from his  position as
Chairman of the Board of  Directors  of Ashland  Inc.  and as a director of
Ashland Inc., effective November 15, 2002. His employment will terminate on
November 15, 2002  ("Termination  Date"), and he will be eligible to retire
from the Company on December 1, 2002 ("Retirement Date").

     3. Employee represents that he has not filed any complaints or charges
or lawsuits against the Company with any  governmental  agency or any court
concerning  any  matter  subject  to  the  release  he is  providing  under
paragraph  (15) of this  Agreement,  and that he will not do so at any time
hereafter;  provided,  however, this shall not limit Employee from filing a
lawsuit for the sole  purpose of  enforcing  Employee's  rights  under this
Agreement,  or for the  purposes of  enforcing  rights  under the ADEA,  as
described further herein.

                                                        Employee Initials:/s/PWC
                                                                     Page 1

<PAGE>


     4. In order to assist Employee in the transition into other endeavors,
and as mutual consideration for the covenants expressed herein, the Company
will provide  Employee with the Benefits more fully described in Attachment
I (Summary of Benefits), which is hereby incorporated by reference.

     5. Employee  understands and agrees that the  consideration  described
above is more  than  Employee  would  otherwise  be  entitled  to under the
Company's existing policies and any current agreement with Employee.

     6.  Employee   understands  and  agrees  that,  effective  as  of  his
Termination  Date,  he is no longer  authorized  to incur any  expenses  or
obligations or liabilities on behalf of the Company.  However, Ashland may,
during  the  two-year   period   immediately   following   his   retirement
("Consulting Period"),  request Employee perform services of the nature and
type he performed  during his service with  Ashland,  and Employee  will be
responsive  on a  reasonable  basis to the  requests of  Ashland;  provided
however,  that any  request to perform  services  in excess of six (6) days
during any one calendar month shall by mutual  agreement only. For each day
during the  Consulting  Period in which  services are  provided  under this
paragraph (6), Employee shall be compensated at a rate of an additional Two
Thousand  Dollars  ($2,000)  per day,  minus all  applicable  withholdings.
Ashland will reimburse Employee for his reasonable  expenses related to the
performance of the services requested  hereunder.  Use of Company property,
equipment or aircraft in connection  with the  performance of such services
must be expressly  authorized in advance by the Company's  Chief  Executive
Officer or the CEO's designee.

     7. As of his Termination Date, Employee will return to the Company all
Company  Information,  as defined below, and related reports,  maps, files,
memoranda,  and records;  credit cards, cardkey passes; door and file keys;
computer access codes;  software;  and other physical or personal  property
which Employee  received or prepared or helped  prepare in connection  with
his  employment.  Employee has not retained and will not retain any copies,
duplicates,   reproductions,   or  excerpts  thereof.   The  term  "Company
Information" as used in this Agreement means (a)  confidential  information
including,  without  limitation,  information  received  from third parties
under confidential conditions;  and (b) technical,  business,  financial or
other  information,  the use or  disclosure  of which might  reasonably  be
construed  to  be  contrary  to  the  interests  of  the  Company,   and/or
detrimental to its business reputation or good will.

     8. Employee  agrees that during the course of his employment  with the
Company he has acquired  Company  Information  as defined in paragraph (7).
Employee  understands  and  agrees  that such  Company  Information  is the
property of the Company and has been  disclosed  to Employee in  confidence
and for Company use only. Employee  understands and agrees that he (i) will
keep such Company  Information  confidential  at all times during and after
his  employment  with the Company,  (ii) will not  disclose or  communicate
Company  Information  to any third  party,  and (iii)  will not make use of
Company  Information  on Employee's  own behalf,  or on behalf of any third
party.  In view of the nature of  Employee's  employment  and the nature of
Company

                                                        Employee Initials:/s/PWC
                                                                     Page 2

<PAGE>

Information   which  Employee  has  received   during  the  course  of  his
employment,  Employee  agrees  that any  unauthorized  disclosure  to third
parties of Company Information or other violation, or threatened violation,
of this Agreement would cause irreparable damage to the trade secret status
of Company Information and to the Company. When Company Information becomes
generally  available  to the  public  other  than  by  Employee's  acts  or
omissions, it is no longer subject to these restrictions.  However, Company
Information shall not be deemed to come under this exception merely because
it is embraced by more  general  information  that is or becomes  generally
available to the public.  It is understood  that, if requested by Employee,
the Company may review and approve the Employee's resume to assure there is
no  violation  of  this   paragraph   (8),  which  approval  shall  not  be
unreasonably withheld.

     9. From the effective  date of this  Agreement,  through  December 31,
2005 (the  "Non-compete  Period"),  Employee shall not,  without  Ashland's
prior written consent, which shall not be unreasonably  withheld,  accept a
directorship  or employment  with,  engage in  consulting  for or otherwise
render services for, make  investments in, or otherwise engage in any other
business activity with, any corporation, partnership, firm or other form of
business  enterprise  which  directly  competes,  both  as to the  type  of
activity and geographical  location,  with any substantial  business of the
Company. However,  Employee's ownership,  directly or indirectly, of issued
and outstanding  stock or debt  obligations of any  corporation,  which are
regularly   traded   on  a   national   securities   exchange   or  in  the
over-the-counter  market,  shall not be deemed  to be a  violation  of this
Agreement  so long as such  ownership  does not,  directly  or  indirectly,
permit  Employee to control the business  and affairs of such  corporation.
Employee further agrees that for the Non-compete Period,  Employee will not
interfere with or disrupt the relationship,  contractual or otherwise, with
respect to the business or employment  relationship  between the Company or
its  successors  and any other  party,  including  other  employees  of the
Company or its  successors.  Employee  agrees that these  restrictions  are
reasonable,  and that they do not unreasonably preclude Employee from being
gainfully employed. Notwithstanding,  Employee shall also be subject to the
non-compete  provisions of paragraph 4.04 of Ashland's  Supplemental  Early
Retirement Plan.

     10. This Agreement shall  immediately and  automatically  terminate if
(a)  Employee  breaches the  confidentiality  provisions  of paragraph  (8)
above,  (b)  Employee  engages  in  competitive  activity  as set  forth in
paragraph (9) above,  or (c) Employee  takes any other action  inconsistent
with this Agreement. In the case of such termination of this Agreement, the
Company may cease further payments and benefits to Employee, and may recoup
previous amounts paid to Employee, and other damages, under this Agreement.
The covenants,  agreements  and releases set forth in paragraphs  (8), (9),
(15), (16) and (17) shall survive the term of this Agreement.

     11. Employee acknowledges and agrees that the remedy of the Company at
law for any breach of the  covenants and  agreements of paragraphs  (8) and
(9) of this  Agreement  will be  inadequate,  and that the Company  will be
entitled to injunctive  relief  against any such breach or any  threatened,
imminent, probable or possible breach.

                                                        Employee Initials:/s/PWC
                                                                     Page 3


<PAGE>

     12. The provisions of this Agreement are severable, and if any part of
it is found to be  unenforceable,  the other  paragraphs shall remain fully
valid and enforceable.

     13. Employee represents and agrees that he will keep the terms of this
Agreement completely confidential,  and that he will not hereafter disclose
any  information  concerning  this Agreement to anyone except his immediate
family,  financial advisor and attorney;  provided, they agree to keep said
information confidential and not disclose it to others.

     14.  Employee  represents  and agrees that he has  carefully  read and
fully  understands  all of the  provisions  of this  Agreement,  that he is
voluntarily  entering into this  Agreement,  and that he has had sufficient
time before signing this Agreement to consult with legal counsel concerning
its  content  and  effect.  Employee  understands  that it is his  decision
whether  to  consult  with  legal  counsel,  and if he  elects to sign this
document  without first  consulting  legal counsel,  it will have been as a
result of his voluntary choice.

     15.  As a  material  inducement  to the  Company  to enter  into  this
Agreement,   Employee  hereby  irrevocably  and  unconditionally  releases,
acquits,  and forever  discharges Company and each of the Company's owners,
stockholders,   predecessors,   successors,   assigns,  agents,  directors,
officers, employees,  representatives,  attorneys, divisions, subsidiaries,
affiliates,  and all persons acting by, through,  under, or in concert with
any of them (collectively "Releasees"),  jointly and individually, from any
and all charges, complaints,  claims, liabilities,  obligations,  promises,
agreements,  controversies,  damages,  actions,  causes of  action,  suits,
rights,  demands,  costs, losses, debts, and expenses (including attorneys'
fees and costs actually incurred) of any nature whatsoever,  including, but
not limited to, any claims of wrongful discharge or any other claim related
to Employee's  employment or to acts or omissions of the Company  involving
Employee or of rights under federal,  state, or local laws  prohibiting age
or  other  forms  of  discrimination,  claims  growing  out  of  any  legal
restrictions on Company's right to terminate its employees, claims based on
express or implied contract,  claims arising in tort,  including claims for
fraud or misrepresentation, and claims arising out of any actions or events
occurring  before the date of Employee's  execution of this Release against
each or any of the  Releasees.  Examples of such federal,  state,  or local
law,  rule, or regulation  regarding  discrimination  include,  but are not
limited to, any claims  arising  under Title VII of the Civil Rights Act of
1964, 42 U.S.C. Section 2000e et seq., the Age Discrimination in Employment
Act,  29  U.S.C.  Section  621 et  seq.,  or the  Workers'  Adjustment  and
Retraining  Notification  (WARN) Act, 29 U.S.C.  Section 2101 et seq. These
examples  shall  not  limit  the scope of this  Release.  This  Release  is
intended to be a broad release and shall apply to any relief, no matter how
denominated,  including,  but not limited to, claims for future employment,
rights or causes of action for  wages,  backpay,  front  pay,  compensatory
damages,  or punitive  damages.  Employee also agrees that he will not file
such claim and  Employee  hereby  agrees to  indemnify  and hold  Releasees
harmless  from any such claim.  In addition,

                                                        Employee Initials:/s/PWC
                                                                     Page 4

<PAGE>

Employee  agrees to waive  the  right to  receive  any  recovery  under any
charge,  claim or  lawsuit  filed  on  Employee's  behalf.  Notwithstanding
anything to the contrary in this paragraph (15),  Employee does not release
any claim he may have  under any  employee  benefit  plan in which he was a
participant  during his  employment  with the  Company for the payment of a
benefit  thereunder  to which he would be entitled in  accordance  with its
terms in the ordinary course of the  administration  of the Plan.  Further,
Employee does not release any rights of  indemnification  as provided under
the  Company's  By-laws or policies,  except as provided in paragraph  (16)
below.

     16.  Employee  also agrees to  indemnify  the Company from any and all
costs and  expenses  (including  but not  limited to  payment of  attorneys
fees), and to hold the Company harmless against any liabilities  (including
but not limited to judgments,  fines, penalties, and reasonable settlements
(provided  that  prior to  settlement,  Employee  will be given  notice and
opportunity to comment on the proposed settlement)), that may be paid by or
imposed  against  the  Company in  connection  with or  resulting  from any
pending,  threatened,  or  completed  claim,  action,  suit  or  proceeding
(including  any  appeal  relating  thereto),  arising  from the  Employee's
personal  relationship  with a fellow  employee  during his tenure with the
Company, in violation of the Company's human resources policies.  Provided,
that this  indemnification  agreement  shall  not apply to any  obligations
specifically undertaken by the Company with respect to said fellow employee
under the terms of the Amended  Separation  Agreement  and General  Release
executed by and between the Company and said fellow employee.  And further,
that  this  indemnification  agreement  shall  not  apply to any  liability
imposed  against  the Company for its own acts or  omissions  separate  and
independent  of the acts and  omissions  of  Employee,  if the Employee can
demonstrate  that the Company,  by its own acts or  omissions  separate and
independent  of the acts and  omissions  of  Employee,  did not act in good
faith and in a manner the Company reasonably  believed at the time to be in
the best interests of Employee  and/or the Company.  In connection with the
agreements  contained in this paragraph (16) Employee further  specifically
agrees to waive any right to  indemnification  from the Company  that might
otherwise  exist for such claims  made  against  him in his  individual  or
representative  capacity  under Article IX of the Company's  By-Laws or its
Articles of  Incorporation  or  otherwise,  or by operation of the Kentucky
Business  Corporation Act,  Chapter 271B of the Kentucky Revised  Statutes,
including,  but  not  limited  to  those  rights  provided  under  KRS  ss.
271B.8-520  and KRS  271B.8-560.  Employee  further agrees that he will not
assert  any  rights or make any  claims  under  the  Company's  D&O  Policy
relating to such claims, and waives the right to any reimbursement for such
claims thereunder.

     17. As a further material inducement to the Company to enter into this
Agreement, Employee hereby agrees to indemnify and hold each and all of the
Releasees  harmless from and against any and all loss, costs,  damages,  or
expenses,  including,  without  limitation,  attorneys'  fees  incurred  by
Releasees,  or any of them,  arising out of any breach of this Agreement by
Employee,  including costs and expenses incurred to enforce this Agreement,
or the fact that any representation  made herein by Employee was false when
made,  except that this provision shall not apply to any alleged breach due
to a challenge of the validity of the ADEA waiver contained herein.

                                                        Employee Initials:/s/PWC
                                                                     Page 5


<PAGE>

     18.  Employee  understands  and agrees  that  Employee  has been given
through  November  27,  2002  (the  "Review  Period"),  which  is at  least
twenty-one (21) days, to review and consider the General Release  contained
in this Agreement. Employee understands that Employee may use as much or as
little of the  Review  Period as  Employee  wishes to prior to  reaching  a
decision  regarding  the  signing  of  this  Agreement.  However,  Employee
acknowledges  that under no  circumstances  may Employee sign and date this
Agreement  Release prior to his  Termination  Date.  Accordingly,  Employee
understands that if Employee does not sign, date, and return this Agreement
during  that  portion  of  the  Review  Period  falling  after   Employee's
Termination  Date and prior to the  expiration  of the Review  Period,  the
Agreement  and  General  Release  will not be valid and  Employee  will not
receive  the special  severance  benefits  under the terms of this  special
severance offer.

     19. In accordance with federal law, Employee may revoke this Agreement
and the  General  Release  contained  herein at any time  within  seven (7)
calendar days of the date of execution  noted below.  To be effective,  the
revocation  must be in writing and  delivered  to David L.  Hausrath,  Vice
President and General Counsel, 50 E. RiverCenter  Boulevard,  P.O. Box 391,
Covington,  Kentucky  41012,  either by hand or mail within a seven (7) day
period following  Employee's  execution of this Agreement.  If delivered by
mail, the rescission must be:

         1.       Postmarked within the seven (7) day period;
         2.       Properly addressed as noted above; and
         3.       Sent by Certified Mail, Return Receipt Requested.

     This Agreement  shall not become  effective or enforceable  until this
7-day revocation period has expired.

     20.  This  Agreement  constitutes  the  full,  complete,   and  entire
agreement  between the parties and supercedes all prior agreements  between
the parties and Employee's  signature indicates that he has not relied upon
any statements or  representations  or other matters from the Company,  its
agents,  officers, or employees.  Any future alteration,  modification,  or
waiver,  to be binding  on the  parties,  must be  reduced  to writing  and
attached hereto.

     21. Upon execution by both parties, this Agreement shall terminate all
prior  employment  and  severance  agreements  between the Employee and the
Company and its  divisions  or  subsidiaries,  with the  exception of those
prior agreements specifically incorporated herein by reference.

     22. This Agreement may be executed in one or more  counterparts,  each
of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     23. It is agreed that this  Agreement and Release shall be interpreted
in accordance with the laws of the Commonwealth of Kentucky.

                                                        Employee Initials:/s/PWC
                                                                     Page 6


<PAGE>

                              IMPORTANT NOTICE

     BY SIGNING THIS  AGREEMENT,  YOU, PAUL W.  CHELLGREN,  AFFIRM THAT YOU
HAVE READ AND  UNDERSTAND  THIS  AGREEMENT;  THAT YOU HAVE HAD A MINIMUM OF
TWENTY-ONE  (21) DAYS TO CONSIDER  THE  AGREEMENT  AND USED AS MUCH OF THIS
21-DAY PERIOD AS YOU WISHED PRIOR TO SIGNING;  THAT YOU HAVE NOT SIGNED AND
DATED THIS  AGREEMENT  BEFORE YOUR  TERMINATION  DATE;  THAT YOU UNDERSTAND
FULLY ITS FINAL AND BINDING  EFFECT;  THAT THE ONLY PROMISES MADE TO INDUCE
YOU TO SIGN THIS AGREEMENT ARE THOSE STATED HEREIN AND THAT YOU ARE SIGNING
THIS  AGREEMENT  VOLUNTARILY  WITH THE FULL INTENT OF RELEASING THE COMPANY
AND ALL ASSOCIATED ENTITIES AND INDIVIDUALS FROM ANY AND ALL CLAIMS,  KNOWN
OR UNKNOWN,  RELATING TO OR ARISING OUT OF YOUR  EMPLOYMENT  WITH  ASHLAND;
THAT YOU HAVE  BEEN  ADVISED  THAT IT IS IN YOUR BEST  INTEREST  TO HAVE AN
ATTORNEY, HIRED BY YOU, LOOK AT THE AGREEMENT AND GIVE YOU ADVICE ABOUT IT;
THAT YOU WERE GIVEN A CHANCE TO REFUSE TO SIGN THIS AGREEMENT; AND THAT YOU
ARE  AWARE  THAT YOU HAVE AN  ADDITIONAL  SEVEN (7) DAYS IN WHICH TO REVOKE
YOUR ACCEPTANCE OF THIS AGREEMENT.



                                    ASHLAND INC.


/s/ Paul W. Chellgren              By:  _________________________
PAUL W. CHELLGREN

November 27, 2002                  Title: ________________________
Date of Execution
(Do Not Sign Prior To TERMINATION Date)



                                                     Employee Initials:/s/PWC
                                                                     Page 7
<PAGE>


Name:  PAUL W. CHELLGREN
Date of Presentation: NOVEMBER 6, 2002

Attachment 1

                            RETIREMENT ELIGIBLE
                        SUMMARY OF EMPLOYEE BENEFITS
                        AND MISCELLANEOUS PROVISIONS


On November 15, 2002 (your  "Termination  Date"),  your employment with the
Company  will end.  You will then be eligible to retire on December 1, 2002
(your "Retirement Date").

AGREEMENT AND GENERAL RELEASE

Program  benefits  will not begin until you have executed the Agreement and
Release  and it becomes  valid.  If you do not execute  the  Agreement  and
Release, you will not receive the special benefits provided hereunder,  and
will  receive  only those  benefits  ordinarily  available  to employees in
payroll  classifications  similar  to the one you are in at the  time  your
employment terminates.

In general,  except as  permitted by law, or your  eligibility  to elect to
retire and obtain retiree  benefits,  you cannot continue  participation in
any employee  benefit plan  following  your  Termination  Date. If you were
enrolled in a group  health plan,  you may be able to continue  coverage by
making  what is  called  a COBRA  election.  You  cannot  elect to have any
premiums you may have to pay for COBRA coverage deducted from your lump sum
severance payment.

The following  summarize  selected  terms and  conditions  from some of the
employee benefit plans in which you may have participated. The actual terms
of these  plans  are in  their  plan  documents.  You  should  refer to the
relevant summary plan description for more information on a particular plan
and the effect that your severance has with regard to that plan.

PENSION PLAN

Your rights  under the Pension Plan will be  determined  based on your age,
years of plan  participation,  and final average salary on your Termination
Date. You will be eligible for an immediate  pension benefit  commencing as
of the  first  day of the  month  coincident  with or next  following  your
Termination  Date if either of the following  applies:  on your Termination
Date you are at least age 55; or on your  Termination  Date the sum of your
age and years of continuous service is at least 80.

                                                        Employee Initials:/s/PWC
                                                                     Page 8


<PAGE>

MEDICAL AND DENTAL


If you are at least age 55 or the sum of your age and  years of  continuous
service is at least 80, and you have 5 years of service on your Termination
Date,  you may be eligible for retiree  coverage under the Medical Plan and
the Dental Plan. Dental coverage during retirement is only available if you
were covered by the plan on your  Termination  Date.  Your dental  coverage
during  retirement  also must end on the last day of the month in which you
attain  age 65.  Medical  coverage  during  retirement  is  generally  only
available if you were  covered by the plan on your  Termination  Date.  The
exceptions  to  this  general  rule  are  described  in  the  summary  plan
description.

If  you  elect  retiree  coverage,  your  retiree  contributions  would  be
determined using your service to your Termination Date.

Although  you may be  eligible  to  elect  retiree  coverage,  federal  law
requires that COBRA  continuation  coverage also be offered for the plan or
plans in which you were covered.  If the amount you have to pay for retiree
coverage is greater  than what you paid for the same  coverage as an active
employee,  you can choose to elect the COBRA continuation  coverage instead
of the retiree  coverage.  If enrolled in the Medical or Dental Plan on the
Termination  Date,  you will be eligible  for COBRA  continuation  coverage
under these plans for 12 months, at the same contribution  rates that apply
to regular,  active employees.  To be eligible for this,  though,  you must
first make a timely election of COBRA coverage.  You make a timely election
by completing  and filing the COBRA  election form that will be sent to you
by the  Employee  Benefits  Department.  The form  will  have  instructions
explaining  how to  complete  it and  where to file it.  At the end of this
12-month coverage period, you will be eligible for continued COBRA coverage
for up to 6  additional  months but you must pay the full COBRA costs (both
Company and employee contributions,  plus 2%) for your coverage. Your first
payment for your medical and dental  contributions must be made by personal
check mailed to the Company's Employee Benefits Department at the following
address:

                  Employee Benefits Department
                  Ashland Inc.
                  P. O. Box 14000
                  Lexington, KY  40512

That first payment is due on the first day of the 13th month, with a 30-day
grace period for a late payment. If you do not make the required payment by
the end of the grace period,  the coverage is  retroactively  terminated to
the first day of the said 13th month,  without the ability to reinstate the
coverage.  You will not be billed  for the COBRA  coverage.  Paying for the
coverage is your responsibility.

After the Employee Benefits Department receives your first check, you will
receive information on where future checks should be mailed. For further details
please consult


                                                        Employee Initials:/s/PWC
                                                                     Page 9

<PAGE>

the  relevant  summary  plan  description  or call  the  Employee  Benefits
Department at (800) 782-4669.

LIFE INSURANCE

If you are at least age 55 or the sum of your age and  years of  continuous
service  is at least  80,  you have 5 years  of  service,  and you had plan
coverage on your  Termination  Date, you will be eligible for  company-paid
retiree  life  coverage  equal to $10,000.  Contributory  coverage,  spouse
coverage,  dependent child coverage and accidental death and  dismemberment
coverage end at your Termination Date.

REIMBURSABLE ACCOUNTS PLAN

Any amount you have  remaining in the Dependent Day Care Account and/or the
Health Care  Account is available  to  reimburse  you for covered  services
incurred before the end of the month in which your Termination Date occurs.
Claims  for  services  performed  after  that  time  are not  eligible  for
reimbursement.  Claims  for  reimbursement  must be filed by June 30 in the
calendar year following your Termination Date. Any amounts in your accounts
that are not used will be  forfeited  according  to IRS rules.  You will be
eligible to elect COBRA continuation coverage for your Health Care Account.
Ashland's  Employee Benefits  Department will provide you with a summary of
your  COBRA  rights  that will tell you how to elect to  continue  coverage
under the Health  Care  Account.  You may only elect to  continue  coverage
through the end of the calendar year that contains your Termination Date.

SAVINGS PLAN

Upon your Termination Date, you have a number of withdrawal options. If you
have an unpaid loan,  you may continue to make monthly  payments after your
Termination Date. Fidelity will send you payment instructions approximately
4  weeks  following  your   Termination   Date.  To  receive  Savings  Plan
information,  call Fidelity  Investments  at (800)  827-4526.  You may also
access  Savings Plan  information  on the  internet by clicking  "Access My
Account" under NetBenefits at www.401k .com.

LESOP

Upon your Termination Date, you may elect to receive a distribution of your
entire account in cash or shares (if your spouse consents) or you may elect
to  transfer  50% of your  account  to the  Pension  Plan and  receive  the
remaining 50% in shares. If there are fewer than 100 shares in your account
after the transfer,  then you may elect to have them  distributed  in cash.
LESOP  distributions are usually made 3 to 4 weeks from the Friday that the
Employee Benefits Department processes your withdrawal form.

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LONG  TERM  DISABILITY;   VOLUNTARY  ACCIDENTAL  DEATH  AND  DISMEMBERMENT;
OCCUPATIONAL ACCIDENTAL DEATH AND DISMEMBERMENT;  TRAVEL ACCIDENT INSURANCE
AND ADOPTION ASSISTANCE PROGRAM


Your eligibility for coverage for all the benefits  identified in the above
title of this section ends on your Termination Date.

VISION COST ASSISTANCE PLAN

If you are  enrolled  for this  coverage,  it will end on your  Termination
Date,  although you may be able to elect COBRA  continuation of coverage at
that time.  Ashland's Employee Benefits  Department will provide you with a
summary of your COBRA  rights  that will tell you how to elect to  continue
coverage.

LEGAL PLAN

If you were enrolled for the Legal Plan,  your  participation  ends on your
Termination  Date.  You may be eligible  for  coverage  for  covered  legal
matters that are not completed as of your  Termination  Date.  Consult your
summary plan description for details.

GROUP AUTO AND HOMEOWNERS INSURANCE; LONG TERM CARE

You may  continue  any  coverage  you had in the group auto and  homeowners
insurance and the long term care insurance  beyond your Termination Date on
the same basis as any other  former  employee.  Continuing  that  coverage,
though,  is strictly between you and the applicable  insurance company that
provides the coverage.

GROUP FINANCIAL SERVICES

If you are enrolled for the group financial services at the time of your
Termination Date, you may continue them for the remainder of the calendar year
if you make appropriate arrangements with the provider to make any required
payments then remaining for the services.

                            MISCELLANEOUS PROVISIONS
UNUSED VACATION/SICK PAY

You will be paid for any unused earned and accrued vacation based on the amount
of earned vacation for calendar year 2002 that remains unused as of your
Termination Date. You will also be paid for 2003 vacation accrued due to
accelerated vesting through your Termination Date. You will not be paid for any
unused sick pay.

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CREDIT UNION

If you are a member  of the  Credit  Union at the time of your  Termination
Date,  you will be able to  participate  in the  Credit  Union  after  your
Termination  Date.  You will  need to  contact  them  directly  to  discuss
handling of credit union business.

SERVICE AWARDS

If on your  Termination  Date you are  within 6 months of the date on which
you would have received a Service Award, the Service Award will be provided
to you on your regularly scheduled date.

MATCHING GIFTS

You will  continue to be  eligible to  participate  in the  Matching  Gifts
Program  following your  retirement,  under the terms and conditions of the
program.

UNEMPLOYMENT COMPENSATION

Whether you are eligible to receive unemployment compensation is controlled
by state laws.  If you decide to file for  unemployment  compensation,  the
Company is obligated to inform the state's  unemployment  commission of the
nature of your termination.

EXPENSES

If you have incurred any expenses that are reimbursable by the Company, you
should submit an Expense Report, along with required receipts immediately.

EMPLOYEE ASSISTANCE PROGRAM

Family  Enterprises,  Inc.  will  continue  to be  available  for  personal
counseling for up to 12 months following your Termination  Date, should you
have the need. This service can be contacted by calling (800) 522-6330.

FUTURE CORRESPONDENCE

Any future  information  from the  Company  will be sent to the address you
currently have on file (i.e.  employee benefit  information,  W-2's, etc.).
Should your address change in the near future you should contact  Corporate
Human Resources at (800) 782-4669.


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                        IMPORTANT NOTE ABOUT THIS SUMMARY

DETAILS ON THE BENEFITS FROM THE EMPLOYEE BENEFIT PLANS DISCUSSED ABOVE ARE
PROVIDED  IN THE SUMMARY  PLAN  DESCRIPTION  BOOKLET FOR EACH PLAN.  IN ALL
EVENTS,  THE  RIGHTS  AND  OBLIGATIONS  OF  THE  COMPANY  AND  ALL  COVERED
EMPLOYEES,  BENEFICIARIES  OR OTHER  CLAIMANTS  ARE GOVERNED  SOLELY BY THE
TERMS OF THE OFFICIAL DOCUMENTS UNDER WHICH EACH PARTICULAR PLAN, POLICY OR
PROGRAM IS OPERATED.

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                                ASHLAND INC.
                 ADDENDUM TO RETIREMENT ELIGIBLE SUMMARY OF
               EMPLOYEE BENEFITS AND MISCELLANEOUS PROVISIONS


STOCK OPTIONS

Any unvested  Ashland Inc.  stock options shall  immediately  vest, and all
vested options may be exercised for the remaining term of the options.

INCENTIVE COMPENSATION

You will be eligible to earn incentive  compensation under the Ashland Inc.
Incentive  Compensation  Plan through your  Termination  Date.  If and when
payments  are made,  you shall  receive  payment  in cash of any amount due
under  Ashland's FY 2002  incentive  compensation  bonus based on Ashland's
performance through the fiscal year and your current individual performance
rating.  If and when  payments are made under  Ashland's FY 2003  Incentive
Compensation  Plan, you shall receive a pro-rata payment in cash under this
plan calculated using your Termination Date, Ashland's  performance through
fiscal year 2003 and your current individual performance rating.  Provided,
however,   that  this  pro-rata   payment  shall  not  be  considered  when
calculating your SERP benefit hereunder.

PUP/LTIP

If and when payments are made to participants generally,  you shall receive
payment in cash of One Hundred  Sixty-four  Thousand,  One Hundred Thirteen
Dollars and Eighteen Cents ($164,113.18) minus applicable  withholdings for
employment  taxes and deferred  compensation  elections,  as payment  under
Ashland's  Performance  Unit Plan for the  1999-2002  cycle.  You will also
receive a pro rata portion of any payment, if and when made, under the Long
Term  Incentive  Plan for the  2001-2003  cycle  and the  2002-2004  cycle.
Payments  shall be pro-rated  through your  Termination  Date, and based on
actual  Ashland Inc.  measures  (as  specified in the plans and your awards
under  the  plans)  through  the  entire  three or  four-year  plan  cycles
(including adjustments for unusual items).

Deferred Compensation

Upon your  Termination  Date, you shall receive  distribution of your "DCP"
account(s) in accordance with your DCP election(s).  Any changes  regarding
the distribution of your DCP account(s) must be made by September 30, 2002.

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Financial Planning

You shall be reimbursed for eligible financial planning expenses, including
eligible expenses for services  provided by AYCO,  incurred through the end
of calendar year 2004.

Executive Physicals

You shall be eligible for an Executive  Physical during calendar years 2003
and 2004.

OFFICE EQUIPMENT AND FURNISHINGS

On your Release  Date,  the Company will  transfer the ownership of certain
office  furnishings  and  equipment,  as  approved in advance by Richard P.
Thomas,  Vice-President  and  Corporate  Secretary,  to  you.  In  lieu  of
providing  certain software that may be  non-transferable  due to licensing
agreements,   the  Company  may  agree  to  purchase  replacement  software
specifically  for your  use.  The  fair  market  value of any  furnishings,
equipment  and/or  related  materials  provided to you under this paragraph
will be reported as income to you by the Company.

OFFICE SPACE AND Administrative ASSISTANCE

During the first twelve (12) months  following your  Termination  Date, the
Company will pay the costs of office space for your professional use at the
Toebben  Building,  located at 541  Buttermilk  Pike,  Suite 207,  Crescent
Springs,  Kentucky,  or at some  other  mutually  agreeable  location.  The
Company will also provide you with reimbursement for your reasonable office
expenses,  and administrative  assistance during this period. To the extent
mutually agreeable, your current administrative assistant will be permitted
to report to you at your new office  location,  while  remaining  a regular
full-time  employee of the Company.  In the event either you or the Company
wish to  discontinue  this  reporting  arrangement  at any time during this
twelve (12) month period,  the Company agrees that in lieu of providing you
with an administrative assistant, it will provide you with up to $2,500 per
month for the remainder of this period for your use in securing alternative
administrative  support  services.  Any  extension  of  this  agreement  or
reimbursement  for such  expenses  beyond  this  initial  twelve (12) month
period must be approved by the Company in advance.

Pension Plan, Non-qualified Pension Plan and SERP

If  eligible,  you  shall  receive  benefits  under  these  plans as if you
remained  actively  employed  up through  the earlier of your death or your
Termination  Date.  For purposes of  determining  your  benefits  under the
Pension  Plan  or,  if  approved,  the  Non-qualified  Pension  Plan,  your
compensation  history will be determined as of your  Termination  Date. For
purposes of  determining  your benefits  under the SERP, if approved,  your
compensation history will be determined using the 60-month period ending on
September 30, 2002.

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