Conformed copy including Amendment No. 2
                             as adopted 5/20/98
                  ASHLAND INC. NONQUALIFIED EXCESS BENEFIT
                      PENSION PLAN - 1996 RESTATEMENT
                      as adopted on September 19, 1996
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         WHEREAS,  the  Employee  Retirement  Income  Security  Act of 1974
("ERISA") establishes maximum limitations on benefits and contributions for
retirement  plans  which meet the  requirements  of  Section  401(a) of the
Internal Revenue Code of 1986, as amended ("Code");
         WHEREAS,  Ashland  Inc.  ("Ashland"  or the  "Company")  maintains
certain  pension  plans which are subject to the aforesaid  limitations  on
benefits and contributions;
         WHEREAS,  Ashland  adopted  the  Ashland  Oil,  Inc.  Nonqualified
Pension Plan as of September 24, 1975 (which is now called the Ashland Inc.
Nonqualified  Excess  Benefit  Pension Plan,  otherwise  referred to as the
"Plan"),  for the purpose of providing  benefits  for certain  employees in
excess of the aforesaid limitations;
         WHEREAS,  the Plan was amended and completely  restated as of July
21,  1977;  WHEREAS,  the Plan was  amended and  completely  restated as of
October 1, 1982;  WHEREAS,  the Plan was amended and completely restated as
of November 3, 1988;  WHEREAS,  Ashland has retained the  authority to make
additional amendments to or terminate the Plan;
         WHEREAS,  Ashland  desires to further  amend and  restate the Plan
and, as so amended, to continue the Plan in full force and effect;
         NOW, THEREFORE,  effective September 19, 1996, Ashland does hereby
further amend and restate the Plan in accordance  with the following  terms
and conditions:
         1.  Designation  and Purpose of Plan.  The Plan is designated  the
"Ashland Inc.  Nonqualified  Excess  Benefit  Pension Plan"  ("Plan").  The
purpose of the Plan is to provide benefits for certain  employees in excess
of the limitations on contributions,  benefits, and compensation imposed by
Sections 415 and  401(a)(17) of the Code  (including  successor  provisions
thereto) on the plans to which  those  Sections  apply.  The portion of the
Plan  providing  benefits in excess of the Section 415 limits is an "excess
benefit  plan" as that term is  defined in  Section  3(36) of ERISA.  It is
intended  that the  portion,  if any,  of the Plan  which is not an  excess
benefit plan shall be maintained primarily for a select group of management
or highly compensated employees.
         2.  Eligibility.  Subject to Section  11, the Plan shall  apply to
those  employees - (i) who have  retired as an early,  normal,  or deferred
normal  retiree  under the  provisions  of the Ashland Inc. and  Affiliates
Pension Plan ("Ashland Pension Plan"),  as it may be amended,  from time to
time, or under  provisions of any other retirement plan, as such other plan
may be amended from time to time, which, from time to time, is specifically
designated by Ashland for purposes of  eligibility  and benefits  under the
Plan (all such plans are  hereinafter  referred to jointly and severally as
"Affected  Plans");  and (ii) who have been approved for  participation  in
this  Plan by  Ashland  or its  delegate,  and such  approval  may,  in the
discretion  of  Ashland,  be made (A) before an  employee's  actual  early,
normal  or  deferred  retirement;  or (B)  posthumously  in the  event of a
benefit potentially available under Section 6 of the Plan.  Notwithstanding
anything  to the  contrary  contained  herein,  any  employee  who would be
entitled to  participate  in this Plan, but who is not a member of a select
group of management or a highly compensated employee,  shall be entitled to
a benefit amount payable under the Plan based solely on the  limitations on
benefits imposed under Section 415 of the Code.
         3.       Benefit Amount.
(i)  Computation.  At any particular time, the benefit payable to a retiree
eligible to  participate in this Plan pursuant to the provisions in Section
2 shall be computed by subtracting from (A) the sum of (B) and (C) where -
                  (A)  shall  be the  single  life  annuity  that  would be
payable at age 62 to such retiree under the Affected Plans -
                         (1)  with  the   benefit  so  payable   thereunder
calculated by disregarding  any salary deferrals that may have been made by
such retiree under the Ashland Inc. Deferred  Compensation Plan and thereby
restoring  any  salary  that may have been so  deferred  to such  retiree's
compensation for purposes of the Affected Plans, and
                         (2) prior to any  reductions  made  because of the
limits imposed by Sections 415 and 401(a)(17) of the Code;
provided  that the single life annuity  that would be so payable  under the
Ashland  Pension  Plan  shall  be  computed  without  applying  any  offset
attributable  to the Ashland Inc.  Leveraged  Employee Stock Ownership Plan
("LESOP"), and such single life annuity shall be actuarially adjusted to be
equivalent  to a  single  life  annuity  payable  at  the  particular  time
applicable  based  upon the  applicable  actuarial  assumptions  and  other
relevant provisions used for the same in the Affected Plans; [as amended by
Amendment No. 1 adopted 9/18/97]
                  (B)  shall  be the  single  life  annuity  that  would be
payable at age 62 to such retiree under the Affected  Plans after  reducing
the amount so payable for the limits imposed by Sections 415 and 401(a)(17)
of the Code,  provided  that such  single  life  annuity  that  would be so
payable  under the  Ashland  Pension  Plan shall be  computed  after  first
applying  the offset  attributable  to the Offset  Account (as that term is
defined  under the LESOP) in the LESOP,  and each such single life  annuity
shall be  actuarially  adjusted to be  equivalent  to a single life annuity
payable  at the  particular  time  applicable  based  upon  the  applicable
actuarial  assumptions  and other relevant  provisions used for the same in
the Affected Plans; and
                  (C)  shall  be the  single  life  annuity  that  would be
actuarially  equivalent  to such  retiree's  nonforfeitable  portion of the
Offset  Account  under  the  LESOP  as of  the  valuation  date  thereunder
coincident with or next preceding such retiree's  termination of employment
using the actuarial assumptions  prescribed for this purpose in the Ashland
Pension Plan. (ii) Commencement. Subject to Section 6, the benefit computed
under  paragraph (i) of this Section 3 shall  commence or otherwise be paid
or transferred  pursuant to the provisions in Sections 4 or 5, effective as
of the  date as of  which  payments  to such  retiree  commence  under  the
Affected Plans.
         4.       Payment Options.
(i)  Election.  A retiree  eligible  under  Section 2 for the benefit under
Section 3 shall,  subject to Sections 5 and 6, elect the form in which such
benefit  shall be paid from among those  identified  in this  Section 4 and
such  election  shall be made at the time and in the manner  prescribed  by
Ashland,  from time to time,  provided that the election is made before the
first  day  of  the  month  following  such  retiree's   termination   from
employment.  Such  election,  including the  designation  of any contingent
annuitant  or  alternate  recipient  under  sub-paragraphs  (D)  or  (E) of
paragraph (ii) of this Section 4, shall be irrevocable  except as otherwise
set  forth  herein.  Notwithstanding  anything  in  the  foregoing  to  the
contrary,  any  retiree who makes an election  under  sub-paragraph  (B) of
paragraph (ii) of this Section 4 shall make such election by the later of -
                  (A) the 60th day  following  such  retiree's  approval to
participate in this Plan as provided under Section 2; or
                  (B)      by the earlier of -
                         (1) the date six months  prior to the first day of
the month following such retiree's termination from employment; or
                         (2) the  December  31  immediately  preceding  the
first  day  of  the  month  following  such  retiree's   termination   from
employment.

Such election under  sub-paragraph  (B) of paragraph (ii) of this Section 4
shall be made in the manner  prescribed by Ashland,  from time to time, and
shall be irrevocable as of the applicable time identified  under (A) or (B)
of this  paragraph  (i) of Section 4. Until the time at which such election
becomes  irrevocable,  an eligible retiree shall be able to change it. 
(ii) Optional Forms of Payment.
                  (A) Lump Sum Option.  Notwithstanding  any  provisions of
Section 3 to the  contrary,  a retiree  in an  eligible  class may elect to
receive  all of the  benefit  under  Section 3 as a lump sum  distribution,
subject to the  discretion of the Committee as described  below. A lump sum
benefit  payable under the Plan to a retiree in an eligible  class shall be
computed on the basis of the actuarially  equivalent  present value of such
retiree's  benefit  under  Section 3 of the Plan payable at the  particular
time  applicable  based  upon such  actuarial  assumptions  (including  the
interest rate) as determined from time to time by the Committee,  described
below. ^ [as amended by Amendment No. 2 adopted  5/20/98] The Personnel and
Compensation  Committee of Ashland's Board of Directors shall have the sole
discretion to provide a lump sum benefit  option to a class of retirees for
a given  calendar  year.  The  decision as to whether to provide a lump sum
benefit  option  shall  generally  be made  by the  Committee  at the  last
committee  meeting prior  thereto.  The option shall be made available to a
retiree contingent upon various considerations,  including, but not limited
to, the following:
         The tax status of the Company,  including without limitation,  the
         corporate and individual  tax rate then  applicable and whether or
         not the Company has or projects a net operating  loss; the current
         and  projected  liquidity  of the  Company,  including  cash flow,
         capital expenditures and dividends; Company borrowing requirements
         and debt leverage; applicable book charges; organizational issues,
         including succession issues; security of the retirement payment(s)
         with respect to the retiree; and the retiree's preference.
                  (B) Lump Sum Deferral  Option.  A retiree who is eligible
to  receive  a lump  sum  distribution  under  sub-paragraph  (A)  of  this
paragraph  (ii) of  Section  4 and  who  was  part  of a  select  group  of
management  or a  highly  compensated  employee,  shall be able to elect to
defer  all or a  portion  of  the  receipt  of the  elected  lump  sum  (in
increments  of such  percentage  or such  amount  as may be  prescribed  by
Ashland or its delegatee, from time to time),[as amended by Amendment No. 1
adopted  9/18/97]  by having  the  obligation  to  distribute  such  amount
transferred  to the  Ashland  Inc.  Deferred  Compensation  Plan to be held
thereunder  in a  notional  account  and paid  pursuant  to the  applicable
provisions  of such  Plan,  as  they  may be  amended  from  time to  time;
provided,  however,  that the election to defer such distribution  shall be
made at the time and in the  manner  prescribed  in  paragraph  (i) of this
Section 4. [The prior last  sentence was deleted by Amendment No. 1 adopted
9/18/97.]
                  (C) Single Life Annuity. A retiree eligible under Section
2 for the benefit  under  Section 3 may elect to have such  benefit paid in
the form of equal monthly payments for and during such retiree's life, with
such payments ending at such retiree's death.  Before such election becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change  the  option  elected,  subject to the  applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs  (A) and (B) of this  paragraph  (ii) of Section 4. Payments
under this option shall be actuarially  equivalent to the benefit  provided
under  Section  3,  determined  on the  basis of the  applicable  actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (D) Joint and Survivor Income Option.  A retiree eligible
under  Section 2 for the  benefit  under  Section 3 may elect to receive an
actuarially  reduced benefit payable monthly during the retiree's  lifetime
with  payments  to  continue  after his death to the  person he  designates
(hereinafter called "contingent annuitant"), in an amount equal to (1) 100%
of such  actuarially  reduced  benefit,  (2) 66  2/3%  of such  actuarially
reduced benefit,  or (3) 50% of such actuarially  reduced benefit.  Benefit
payments under this option shall terminate with the monthly payment for the
month in  which  occurred  the  date of  death  of the  later to die of the
retiree and his contingent annuitant.  The following additional limitations
and conditions apply to this option:
                         (a) The contingent  annuitant  shall be designated
by the retiree in writing in such form and at such time as Ashland may from
time to time prescribe.
                         (b) In the event  the  contingent  annuitant  dies
prior to the date the  election of this  optional  form of benefit  becomes
irrevocable  as provided  under  paragraph  (i) of Section 4, the retiree's
selection  of this option  shall be void.  Before the date the  election of
this  optional  form of  benefit  becomes  irrevocable  as  provided  under
paragraph (i) of Section 4, the retiree may change the contingent annuitant
or change the option  elected,  subject to the applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs (A) and (B) of this paragraph (ii) of Section 4.
                         (c) In the event of the death of the retiree prior
to the date the election is irrevocable as provided under  paragraph (i) of
Section 4, such retiree  shall be deemed to have  terminated  employment on
the day before his death (for reasons other than death) and survived  until
the day  after the date as of which  the  benefit  he  elected  under  this
sub-paragraph (D) would have commenced.
                         (d) Actuarial equivalence under this sub-paragraph
(D)  shall  be  determined  on  the  basis  of  the  applicable   actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (E) Period  Certain  Income  Option.  A retiree  eligible
under  Section 2 for the  benefit  under  Section 3 may elect to receive an
actuarially  reduced  benefit  payable  monthly  during  his  lifetime  and
terminating  with the  monthly  payment  for the  month in which  his death
occurs,  with  the  provision  that not  less  than a total of 120  monthly
payments shall be made in any event to him and/or the person  designated by
him to receive  payments under this  sub-paragraph  (E) in the event of his
death (hereinafter called "alternate recipient").  Such alternate recipient
shall be designated in writing by the retiree in such form and at such time
as Ashland may from time to time prescribe.  If a retiree and his alternate
recipient die after the date as of which payments have commenced but before
the total specified  monthly payments have been made to such retiree and/or
his  alternate  recipient,  the  commuted  value  of the  remaining  unpaid
payments  shall be paid in a lump sum to the  estate of the later to die of
the  retiree  or  his  alternate   recipient.   The  following   additional
limitations and conditions shall apply to this option:
                         (a)  A  retiree  may  designate  a  new  alternate
recipient if the one first designated dies before the retiree and after the
date the election of this optional form of benefit became irrevocable under
paragraph (i) of Section 4. In the event the alternate recipient dies prior
to the date the election  becomes  irrevocable as provided under  paragraph
(i) of Section 4, the  retiree's  selection  of this option  shall be void.
Before the date the  election  of this  optional  form of  benefit  becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change the alternate recipient or change the option elected, subject to the
applicable  limitations and conditions applied to elections for the options
described  under  sub-paragraphs  (A)  and (B) of  this  paragraph  (ii) of
Section 4.
                         (b) In the event of the death of the retiree prior
to the date the election is irrevocable as provided under  paragraph (i) of
Section 4, such retiree  shall be deemed to have  terminated  employment on
the day before his death (for reasons other than death) and survived  until
the day  after the date as of which  the  benefit  he  elected  under  this
sub-paragraph (E) would have commenced.
                         (c) Actuarial equivalence under this sub-paragraph
(E)  shall  be  determined  on  the  basis  of  the  applicable   actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (F) Death  Before  Payment.  Subject to Section 6, in the
event a retiree  eligible  under  Section 2 for the benefit under Section 3
dies after  having made an election  of an optional  form of payment  under
this  paragraph  (ii) of  Section 4 before  the date such  election  became
irrevocable  as provided  under  paragraph  (i) of Section 4, such  retiree
shall be deemed to have  terminated  employment on the day before his death
(for reasons other than death) and survived until the day after the date as
of which the optional form of payment he elected  would have  commenced and
payment shall then be made under the Plan in accordance with such retiree's
election.
         5. Payment of Small Amounts. Unless such retiree elects to receive
his or her  benefit in a lump sum as  provided in Section 4, in the event a
monthly  benefit  under  this  Plan,  payable to either a retiree or to his
contingent annuitant, alternate recipient or surviving spouse, is too small
(in the sole judgment of Ashland) to be paid  monthly,  such benefit may be
paid quarterly,  semi-annually, or annually, as determined by Ashland to be
administratively convenient.
         6.  Surviving  Spouse  Benefit.  In the  event a  retiree  who was
eligible  under Section 2 for the benefit  under Section 3 dies,  leaving a
surviving  spouse,  before  electing  an  optional  form of  payment  under
paragraph (ii) of Section 4 and before the date such an election would have
become  irrevocable  under  paragraph  (i) of Section 4, then such  retiree
shall be deemed to have - (i)  elected the joint and 100%  survivor  income
option under  sub-paragraph  (D) of paragraph (ii) of Section 4; (ii) named
his spouse as the 100% contingent annuitant; (iii) terminated employment on
the day before his death (for reasons other than death);  and (iv) survived
until the day after the date as of which such benefit would have commenced.
         7. Costs. In appropriate cases,  Ashland may cause an affiliate to
make the payment (or an allocable  portion  thereof) called for by the Plan
directly to the person eligible to receive such payments.
         8.  Confidentiality and No Competition All benefits under the Plan
shall be  forfeited by anyone who  discloses  confidential  information  to
others outside of Ashland's  organization without the prior written consent
of Ashland or who accepts,  during a period of five (5) years following his
or her retirement, any employment or consulting activity which is in direct
conflict  with the  business  of Ashland at such time.  Such  determination
shall be made in the sole discretion of Ashland. A breach of this Section 8
shall result in an immediate  forfeiture of benefits payable to any retiree
under the Plan.
         9.  Lost  Participant/Beneficiary.  In the  event  Ashland,  after
reasonable  effort,  is unable  to  locate a person  to whom a  benefit  is
payable under the Plan, such benefit shall be forfeited; provided, however,
that such benefit shall be reinstated  (in the same amount and form as that
of the benefit  forfeited without any obligation to pay amounts which would
otherwise have  previously  come due) upon proper claim made by such person
prior to termination  of the Plan.  (i) The  obligations of Ashland and any
affiliate  thereof  with  respect to  benefits  under this Plan  constitute
merely the unsecured promise of Ashland and/or its affiliates,  as the case
may be, to make the  payments  provided  for in this Plan.  No  property of
Ashland or any  affiliate  is or shall,  by reason of the Plan,  be held in
trust or be deemed to be held in trust for any person  and any  participant
or beneficiary  under the Plan, the estate of either of them and any person
claiming  under or through them shall not have, by reason of the Plan,  any
right,  title or interest of any kind in or to any  property of Ashland and
its  affiliates.  To the extent any person has a right to receive  payments
under  the  Plan,  such  right  shall be no  greater  than the right of any
unsecured  general  creditor of Ashland/ or its  affiliates.  (ii)  Ashland
shall  administer the Plan.  Ashland shall have full power and authority to
amend,  modify,  or  terminate  the Plan and shall  have all powers and the
discretion  necessary and  convenient to administer  the Plan in accordance
with its terms, including, but not limited to, all necessary,  appropriate,
discretionary  and convenient power and authority to interpret,  administer
and apply the  provisions of the Plan with respect to all persons having or
claiming to have any rights,  benefits,  entitlements or obligations  under
the Plan. This includes,  without  limitation,  the ability to construe and
interpret  provisions of the Plan,  make  determinations  regarding law and
fact,  reconcile  any  inconsistencies  between  provisions  in the Plan or
between provisions of the Plan and any other statement concerning the Plan,
whether oral or written,  supply any  omissions to the Plan or any document
associated  with the Plan,  and to correct any defect in the Plan or in any
document associated with the Plan. All such interpretations of the Plan and
documents   associated   with  the  Plan  and  questions   concerning   its
administration and application,  as determined by Ashland, shall be binding
on all persons having an interest under the Plan. Ashland may delegate (and
may give to its  delegatee the power and  authority to  redelegate)  to any
person  or  persons  any  responsibility,  power or duty  under  the  Plan.
Decisions  of  Ashland or its  delegatee  shall be final,  conclusive,  and
binding on all  parties.  (iii)  Except as  expressly  allowed  pursuant to
Sections 3 and 4 of this Plan in regard to the form of benefit  option,  no
right or interest of any person  entitled to a benefit under the Plan shall
be subject to voluntary or involuntary  alienation,  assignment,  transfer,
hypothecation,  pledge,  or  encumbrance  of any kind;  provided,  however,
Ashland or any  affiliate  may offset or cause an offset to be made against
any  payment to be made  under the Plan in regard to amounts  due and owing
from such person to Ashland or any affiliate.  Notwithstanding  anything to
the contrary in this paragraph  (iii),  legally required tax withholding on
benefit  payments,   the  recovery,   by  any  means,  of  previously  made
overpayments  of Plan  benefits,  or the  direct  deposit  of Plan  benefit
payments in a bank or similar  account,  provided that such direct deposits
are allowed by Ashland in the  administration of the Plan and provided that
such  direct  deposit  is  not  part  of  an  arrangement  constituting  an
assignment or  alienation,  shall not be considered to be prohibited  under
this paragraph  (iii).  (iv) No amount paid or payable under the Plan shall
be deemed salary or other  compensation  to any employee for the purpose of
computing  benefits  to which  such  employee  or any other  person  may be
entitled under any employee  benefit plan of Ashland or any affiliate.  (v)
To the extent that state law shall not have been  preempted by ERISA or any
other law of the United  States,  the Plan shall be governed by the laws of
the  Commonwealth of Kentucky.  (vi) The Plan described  herein shall amend
and supersede, as of September 19, 1996, all provisions in the Ashland Oil,
Inc.  Nonqualified  Pension Plan as Amended,  dated as of November 3, 1988,
except as otherwise  provided herein and further  excepting that the rights
of former employees who terminated employment,  retired, or became disabled
prior to the day before the effective  date hereof shall be governed by the
terms  of the  Plan  as in  effect  at the  time  of  such  termination  of
employment, retirement, or disability, unless otherwise provided herein.
         11. Change in Control.  Notwithstanding any provision of this Plan
to  the  contrary,  in  the  event  of a  Change  in  Control  (as  defined
hereinafter  in this  Section  11), any employee who would or will meet the
requirements  of Section 2, except that such employee has not been approved
to  participate  as provided  under  paragraph  (ii) of Section 2, shall be
deemed to be approved for participation hereunder,  regardless of when such
employee actually retires and commences benefits under an Affected Plan and
such entitlement  shall be vested from and after the time of such Change in
Control.  Ashland  shall  reimburse an employee for legal fees and expenses
incurred  if he or she is required  to, and is  successful  in,  seeking to
obtain or enforce any right to payment  pursuant to the Plan after a Change
in Control.  In the event that it shall be determined that such employee is
properly entitled to the payment of benefits hereunder, such employee shall
also be entitled to interest thereon payable 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 of the actual
commencement  of payments) from the date such  payment(s)  should have been
made to and including the date it is made. Notwithstanding any provision of
this Plan to the  contrary,  the Plan may not be amended  after a Change in
Control without the written consent of a majority of the Board of Directors
of Ashland (hereinafter  "Board") who were directors prior to the Change in
Control.  For  purposes of this  Section  11, a Change of Control  shall be
deemed to occur (1) upon the approval of the shareholders of Ashland (or if
such  approval  is not  required,  upon  approval  of the Board) 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,  (2) when any "person"  (as defined in Section  3(a)(9) or 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  approval  of the Board,  or (3) if at any time during a
period of two consecutive  years,  individuals who at the beginning of such
period  constituted  the Board 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.