ASHLAND INC.
                         DEFERRED COMPENSATION PLAN
              (Amended and Restated as of September 18, 1997)



1.       PURPOSE

         The purpose of this Ashland Inc.  Deferred  Compensation Plan (the
"Plan"),  is to provide  eligible  key  employees  of the  Company  with an
opportunity to defer  compensation to be earned by them from the Company as
a means of saving for retirement or other future purposes.

2.       DEFINITIONS

         The following definitions shall be applicable throughout the Plan:

         (a)   "Accounting   Date"  means  the  Business  Day  on  which  a
calculation  concerning a Participant's  Compensation Account is performed,
or as otherwise defined by the Committee.

         (b)   "Beneficiary"   means  the   person(s)   designated  by  the
Participant  in  accordance  with Section 12, or if no person(s)  is/are so
designated, the estate of a deceased Participant.

         (c) "Board"  means the Board of  Directors  of Ashland Inc. or its
designee.

         (d)  "Business  Day"  means  a day on  which  the New  York  Stock
Exchange is open for trading activity.

         (e)  "Change  in  Control"  shall be  deemed to occur (1) upon the
approval of the  shareholders  of the  Company (or if such  approval is not
required,  upon the  approval  of the  Board) of (A) any  consolidation  or
merger  of the  Company  in which  the  Company  is not the  continuing  or
surviving  corporation or pursuant to which shares of Common Stock would be
converted  into cash,  securities or other  property other than a merger in
which the holders of 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 the Company,  or (C) adoption of any
plan or proposal for the  liquidation or  dissolution  of the Company,  (2)
when any "person"  (as defined in Section  3(a)(9) or 13(d) of the Exchange
Act), other than Ashland Inc. or any subsidiary or employee benefit plan or
trust maintained by Ashland Inc. or any of its  subsidiaries,  shall become
the  "beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than 15% of the 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 the  nomination  for
election by the  Company'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.

         (f) "Committee" means the Personnel and Compensation  Committee of
the Board or its designee.

         (g) "Common  Stock" means the common  stock,  $1.00 par value,  of
Ashland Inc.

         (h) "Common Stock Fund" means that investment option,  approved by
the Committee, in which a Participant's  Compensation Account may be deemed
to be invested and may earn income based on a  hypothetical  investment  in
Common Stock.

         (i) "Company" means Ashland Inc., its divisions,  subsidiaries and
affiliates.

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         (j) "Compensation" means any employee  compensation  determined by
the Committee to be properly deferrable under the Plan.

         (k) "Compensation  Account(s)" means the Retirement Account and/or
the In-Service Account(s).

         (l)  "Corporate   Human   Resources"  means  the  Corporate  Human
Resources Department of the Company.

         (m)  "Credit  Date"  means  the date on which  Compensation  would
otherwise  have  been  paid  to  the  Participant  or in  the  case  of the
Participant's  designation  of  investment  option  changes,  within  three
Business Days after the Participant's  designation is received by Corporate
Human Resources, or as otherwise designated by the Committee.

         (n) "Deferred  Compensation" means the Compensation elected by the
Participant to be deferred pursuant to the Plan.

         (o) "Election" means a Participant's  delivery of a written notice
of election to Corporate Human  Resources  electing to defer payment of all
or  a  portion  of  his  or  her  Compensation   either  until  retirement,
Termination,  death or such other time as further provided by the Committee
or the Company.

         (p) "Employee" means a full-time, regular salaried employee (which
term shall be deemed to include  officers) of the Company,  its present and
future  subsidiary  corporations  as defined in Section 424 of the Internal
Revenue Code of 1986, as amended or its affiliates.

         (q)  "Excess  Payments"  means  payments  made  to  a  Participant
pursuant to the Plan and the Excess Plan.

         (r)  "Excess  Plan"  means the Ashland  Inc.  Nonqualified  Excess
Benefit Pension Plan, as it now exists or as it may hereafter be amended.

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

         (t)  "Fair  Market  Value"  means  the  price of a share of Common
Stock, as reported on the Composite Tape for New York Stock Exchange issues
on the date and at the time designated by the Company.

         (u) "Fiscal  Year" means that annual period  commencing  October 1
and ending the following September 30.

         (v)  "In-Service  Account"  means  the  account(s)  to  which  the
Participant's Deferred Compensation is credited and from which, pursuant to
Section 10, distributions are made.

         (w)  "Participant"  means an Employee selected by the Committee to
participate  in the Plan and who has  elected to defer  payment of all or a
portion of his or her Compensation under the Plan.

         (x) "Plan" means this Ashland Inc.  Deferred  Compensation Plan as
it now exists or as it may hereafter be amended.

         (y)  "Retirement  Account"  means  the  account(s)  to  which  the
Participant's Deferred Compensation is credited and from which, pursuant to
Section 10, distributions are made.

         (z) "SERP"  means the Ninth  Amended  and  Restated  Ashland  Inc.
Supplemental Early Retirement Plan for Certain Key Executive Employees,  as
it now exists or as it may hereafter be amended.


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<PAGE>
         (aa) "SERP Payments" means payments made to a Participant pursuant
to the Plan and the SERP.

         (bb) "Stock Unit(s)" means the share  equivalents  credited to the
Common  Stock Fund of a  Participant's  Compensation  Account  pursuant  to
Section 6.

         (cc)  "Termination"  means  termination of services as an Employee
for any reason other than retirement.

3.       SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION

         (a) Shares  Authorized  for Issuance.  There shall be reserved for
issuance  under  the Plan  500,000  shares  of  Common  Stock,  subject  to
adjustment pursuant to subsection (c) below.

         (b) Units Authorized for Credit. The maximum number of Stock Units
that may be credited to Participants'  Compensation Accounts under the Plan
is 1,500,000, subject to adjustment pursuant to subsection (c) below.

         (c) Adjustments in Certain  Events.  In the event of any change in
the  outstanding  Common Stock of the Company by reason of any stock split,
share dividend,  recapitalization,  merger, consolidation,  reorganization,
combination,   or  exchange  or  reclassification   of  shares,   split-up,
split-off, spin-off, liquidation or other similar change in capitalization,
or any distribution to common  shareholders other than cash dividends,  the
number  or kind of  shares or Stock  Units  that may be issued or  credited
under the Plan shall be  automatically  adjusted so that the  proportionate
interest of the  Participants  shall be maintained as before the occurrence
of such event.  Such  adjustment  shall be  conclusive  and binding for all
purposes of the Plan.

4.       ELIGIBILITY

         The Committee  shall have the authority to select from  management
and/or highly  compensated  Employees those Employees who shall be eligible
to  participate  in the Plan;  provided,  however,  that  employees  and/or
retirees  who have  elected to defer an amount into this Plan from  another
plan  sponsored or maintained  by Ashland Inc.,  the terms of which allowed
such  employee or retiree to make such a deferral  election into this Plan,
shall be considered to be eligible to participate in this Plan.

5.       ADMINISTRATION

         Full power and authority to construe, interpret and administer the
Plan  shall be vested in the  Company  and the  Committee.  This  power and
authority includes,  but is not limited to, selecting Compensation eligible
for  deferral,  establishing  deferral  terms and  conditions  and adopting
modifications,  amendments  and  procedures  as  may be  deemed  necessary,
appropriate  or convenient by the  Committee.  Decisions of the Company and
the  Committee  shall be final,  conclusive  and binding  upon all parties.
Day-to-day  administration  of the  Plan  shall  be the  responsibility  of
Corporate Human Resources.

6.       PARTICIPANT ACCOUNTS

         Upon  election  to  participate  in  the  Plan,   there  shall  be
established a Retirement Account and/or In-Service  Account,  as designated
by  the   Participant  to  which  there  shall  be  credited  any  Deferred
Compensation,  as of each Credit Date. Each such Compensation Account shall
be  credited  (or  debited) on each  Accounting  Date with income (or loss)
based upon a  hypothetical  investment in any one or more of the investment
options  available  under the Plan,  as prescribed by the Committee for the
particular compensation credited, which may include a Common Stock Fund, as
elected by the Participant under the terms of Section 9.


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<PAGE>
7.       FINANCIAL HARDSHIP

         Upon the written request of a Participant or a Participant's legal
representative  and a finding  that  continued  deferral  will result in an
unforeseeable financial emergency to the Participant,  the Committee or the
Company (each in its sole  discretion) may authorize (a) the payment of all
or a part of a Participant's  Compensation  Account in a single installment
prior to his or her ceasing to be a Participant, or (b) the acceleration of
payment of any  multiple  installments  thereof.  It is  intended  that the
Committee's  determinations  as to whether the  Participant has suffered an
"unforeseeable  financial  emergency"  shall  be made  consistent  with the
requirements under Section 457(d) of the Internal Revenue Code.

8.       ACCELERATED DISTRIBUTION

         (a)   Availability   of  Withdrawal   Prior  to  Retirement.   The
Participant or the Participant's  Beneficiary who is receiving  installment
payments under the Plan may elect, in writing, to withdraw all or a portion
of a Participant's  Compensation Account at any time prior to the time such
Compensation Account otherwise becomes payable under the Plan, provided the
conditions specified in Sections 8(c), 8(d) and 8(e) hereof are satisfied.

         (b)  Acceleration  of  Periodic  Distributions.  Upon the  written
election  of  the  Participant  or  the  Participant's  Beneficiary  who is
receiving   installment   payments  under  the  Plan,  the  Participant  or
Participant's  Beneficiary  may  elect  to  have  all or a  portion  of the
remaining  installments  distributed in the form of an immediately  payable
lump sum, provided the conditions specified in Section 8(c) and 8(e) hereof
are satisfied.

         (c) Forfeiture  Penalty.  In the event of a withdrawal pursuant to
Section 8(a), or an accelerated  distribution pursuant to Section 8(b), the
Participant shall forfeit from such Compensation Account an amount equal to
10% of the amount of the  withdrawal or  accelerated  distribution,  as the
case may be. The forfeited  amount shall be deducted from the  Compensation
Account prior to giving effect to the requested withdrawal or acceleration.
Neither the Participant nor the  Participant's  Beneficiary  shall have any
right or claim to the  forfeited  amount,  and the  Company  shall  have no
obligation whatsoever to the Participant,  the Participant's Beneficiary or
any other person with regard to the forfeited amount.

         (d) Minimum Withdrawal.  In no event shall the amount withdrawn in
accordance  with  Section  8(a) be less than 25% of the amount  credited to
such   Participant's   Compensation   Account   immediately  prior  to  the
withdrawal.

         (e)  Suspension  from  Deferrals.  In the  event  of a  withdrawal
pursuant to Section 8(a) or 8(b), a Participant  who is otherwise  eligible
to make deferrals of Compensation  under this Plan shall be prohibited from
making such  deferrals  with respect to the remainder of the current Fiscal
Year and the Fiscal Year of the Plan immediately  following the Fiscal Year
of the  Plan  during  which  the  withdrawal  was  made,  and any  Election
previously   made  by  the   Participant   with  respect  to  deferrals  of
Compensation  for such  Fiscal  Years  of the Plan  shall be void and of no
effect.

9.       MANNER OF ELECTION

         (a) General. Any Employee selected by the Committee to participate
in the Plan may elect to do so by delivering to Corporate  Human  Resources
an Election on a form prescribed by Corporate Human Resources,  designating
the  Compensation  Account  to which  the  Deferred  Compensation  is to be
credited,  electing the timing and form of distribution,  and setting forth
the  manner  in which  such  Deferred  Compensation  shall be  invested  in
accordance  with  Section  6  hereof.  The  timing  of  the  filing  of the
appropriate  form with Corporate Human Resources shall be determined by the
Company or the Committee.  An effective  election to defer Compensation may
not be revoked or modified except as otherwise determined by the Company or
the Committee or as stated herein. In addition to the provisions  contained
in this Plan, any deferrals of SERP Payments or Excess  Payments must be in
accordance with the terms of the SERP or the Excess Plan.

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<PAGE>
         (b) Investment  Alternatives -- Existing  Balances.  A Participant
may elect to change an existing selection as to the investment alternatives
in effect with respect to an existing  Compensation  Account (in increments
prescribed  by the  Committee  or the  Company)  as  often,  and with  such
restrictions, as determined by the Committee or by the Company.

         (c) Change of Beneficiary.  A Participant  may, at any time, elect
to change the  designation of a Beneficiary  in accordance  with Section 11
hereof.

10.      DISTRIBUTION

         (a)  Retirement  Account.  In  accordance  with the  Participant's
Election,  Deferred  Compensation  credited to a  Participant's  Retirement
Account  shall be  distributed  in cash or  shares  of  Common  Stock (or a
combination  of both).  If no Election is made by a  Participant  as to the
distribution or form of payment of his or her Retirement Account,  upon the
earlier of death or  retirement  such account shall be paid in cash in lump
sum.  The entire  Retirement  Account  must be paid out within  forty years
following the date of the earlier of the Participant's death or retirement.

         (b)  In-Service  Account.  In  accordance  with the  Participant's
Election  and within the  guidelines  established  by the  Committee or the
Company,  Deferred  Compensation  credited  to a  Participant's  In-Service
Account  shall be  distributed  in cash. A Participant  may make  different
Elections with respect to the applicable distribution periods for different
deferral cycles in the In-Service Accounts.

         (c) Termination.  Notwithstanding the foregoing, in the event of a
Participant's Termination, the Company reserves the right to distribute the
Participant's  Compensation  Account  at such  time and in such  manner  as
deemed appropriate.

         (d) Change of Distribution of Compensation  Account. A Participant
will be allowed to change the Election as to the  distribution  of Deferred
Compensation  of his or her Retirement  Account for all amounts  previously
deferred pursuant to such Election, subject to approval by the Committee or
the Company. Such change must be made by the earlier of:

                  (1) the date six  months  prior to the  first  day of the
         month following such Participant's retirement; or

                  (2) the December 31  immediately  preceding the first day
         of the month following such Participant's retirement.

         A Participant  may not change the Election as to the  distribution
of Deferred  Compensation  in his or her  In-Service  Account(s)  except as
otherwise set forth in Sections 7 and 8.

11.      BENEFICIARY DESIGNATION

         A  Participant  may  designate  one or more  persons  (including a
trust) to whom or to which payments are to be made if the Participant  dies
before receiving  distribution of all amounts due hereunder.  A designation
of Beneficiary  will be effective  only after the signed  Election is filed
with  Corporate  Human  Resources  while the  Participant is alive and will
cancel all  designations  of Beneficiary  signed and filed earlier.  If the
Participant fails to designate a Beneficiary as provided above or if all of
a Participant's  Beneficiaries predecease him or her and he or she fails to
designate a new Beneficiary,  the remaining unpaid amounts shall be paid in
one lump sum to the estate of such Participant. If all Beneficiaries of the
Participant die after the  Participant  but before complete  payment of all
amounts due  hereunder,  the remaining  unpaid amounts shall be paid in one
lump sum to the estate of the last to die of such Beneficiaries.


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<PAGE>


12.      CHANGE IN CONTROL

         Notwithstanding any provision of this Plan to the contrary, in the
event of a Change in Control, each Participant in the Plan shall receive an
automatic  lump  sum  cash  distribution  of  all  amounts  accrued  in the
Participant's  Compensation  Account not later than fifteen (15) days after
the date of the Change in  Control.  For this  purpose,  the balance in the
portion of a  Participant's  Compensation  Account  invested  in the Common
Stock Fund shall be determined by multiplying  the number of Stock Units by
the higher of (a) the  highest  Fair  Market  Value on any date  within the
period  commencing  30 days prior to such Change in Control,  or (b) if the
Change in Control of the Company occurs as a result of a tender or exchange
offer or  consummation of a corporate  transaction,  then the highest price
paid per share of Common Stock pursuant thereto.  Any  consideration  other
than cash forming a part or all of the consideration for Common Stock to be
paid  pursuant  to  the  applicable  transaction  shall  be  valued  at the
valuation price thereon determined by the Board.

         In addition,  the Company shall  reimburse a  Participant  for the
legal fees and expenses  incurred if the Participant is required to seek to
obtain or  enforce  any  right to  distribution.  In the  event  that it is
determined   that  such   Participant  is  properly   entitled  to  a  cash
distribution hereunder, such Participant 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
subject date from the date such  distribution  should have been made to and
including the date it is made.  Notwithstanding  any provision of this Plan
to the  contrary,  this  Section  12 may not be  amended  after a Change in
Control  occurs  without  the  written  consent of a majority  in number of
Participants.

13.      INALIENABILITY OF BENEFITS

         The interests of the  Participants and their  Beneficiaries  under
the Plan may not in any way be  voluntarily or  involuntarily  transferred,
alienated or assigned, nor subject to attachment, execution, garnishment or
other such equitable or legal process.  A Participant or Beneficiary cannot
waive the provisions of this Section 13.

14.      GOVERNING LAW

         The provisions of this plan shall be interpreted  and construed in
accordance  with the laws of the  Commonwealth  of Kentucky,  except to the
extent preempted by Federal law.

15.      AMENDMENTS

         The Committee may amend,  alter or terminate this Plan at any time
without  the prior  approval  of the  Board;  provided,  however,  that the
Committee may not, without approval by the Board and the shareholders:

         (a) increase the number of securities that may be issued under the
Plan (except as provided in Section 3(c));

         (b)  materially  modify the  requirements  as to  eligibility  for
participation in the Plan; or

         (c)  otherwise   materially  increase  the  benefits  accruing  to
Participants under the Plan.

16.      EFFECTIVE DATE

         The  Plan was  approved  by the  shareholders  of the  Company  on
January 26, 1995, and originally became effective as of October1, 1994, and
has been restated in this document effective as of September 18, 1997.





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