TENTH AMENDED AND RESTATED
                                ASHLAND INC.
                     SUPPLEMENTAL EARLY RETIREMENT PLAN
                           FOR CERTAIN EMPLOYEES
                 November 4, 1999 and as amended thereafter

ARTICLE I.        PURPOSE AND EFFECTIVE DATE.
---------         --------------------------
1.01     Purpose

The purpose of the Plan is to allow designated employees to retire prior to
their sixty-fifth birthday without an immediate substantial loss of income.
This Plan is a supplemental  retirement  arrangement  for a select group of
management.

1.02     Effective Date

The Tenth Amended and Restated Ashland Inc.  Supplemental  Early Retirement
Plan for Certain  Employees is hereby amended  effective  November 4, 1999.
However,  the rights and  obligations of Employees who were selected by the
Board  or  approved   for   participation   pursuant  to  the   eligibility
requirements  of the Plan to receive a benefit  under the Plan, or who were
receiving benefits prior to November 4, 1999 shall be governed by the terms
of the  Plan  in  effect  at the  time of each  such  Employee's  Effective
Retirement Date,  unless otherwise  determined by the Committee in its sole
discretion.

ARTICLE II.       DEFINITIONS.
----------        -----------

The following  terms used herein shall have the following  meanings  unless
the context otherwise requires:

2.01     "Age"  -  means  the  age of an  Employee  as of  his or her  last
         birthday,  except as may otherwise be provided under Sections 5.01
         and 5.02 in the event of a Change in Control.

2.02     "Annual Retirement Income" - means the annual income payable under
         this Plan by Ashland for the lifetime of a Participant  commencing
         on such Participant's  Effective Retirement Date and ending on his
         or her date of death, subject to the provisions of Section 5.04.

2.03     "Ashland"  -  means   Ashland  Inc.  and  its  present  or  future
         subsidiary corporations.

2.04     "Board"  -  means  the  Board  of  Directors  of  Ashland  and its
         designees.

2.05     "Change in  Control" - shall be deemed to occur (1) upon  approval
         of the  shareholders  of  Ashland  (or  if  such  approval  is not
         required, upon the approval of the Board) of (A) any consolidation
         or merger of  Ashland,  other  than a  consolidation  or merger of
         Ashland into or with a direct or indirect wholly-owned subsidiary,
         in which Ashland 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
         Ashland, provided, however, that no sale, lease, exchange or other
         transfer of all or  substantially  all the assets of Ashland shall
         be deemed to occur  unless  assets  constituting  80% of the total
         assets of Ashland are  transferred  pursuant  to such sale,  lease
         exchange  or  other  transfer,  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 13(d) of the Exchange
         Act),  other than Ashland or any  subsidiary  or employee  benefit
         plan or trust  maintained by Ashland,  shall become the beneficial
         owner (as defined in Rule 13d-3 under the Exchange Act),  directly
         or  indirectly,  of  more  than  15%  of  Ashland's  Common  Stock
         outstanding at the time, without the approval of the Board, or (3)
         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 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.  Notwithstanding the foregoing,  any transaction,
         or series of transactions, that shall result in the disposition of
         Ashland's  interest in Marathon Ashland  Petroleum LLC,  including
         without  limitation  any  transaction  arising out of that certain
         Put/Call,  Registration  Rights  and  Standstill  Agreement  dated
         January 1, 1998  among  Marathon  Oil  Company,  USX  Corporation,
         Ashland and Marathon  Ashland  Petroleum LLC, as amended from time
         to time, shall not be deemed to constitute a Change in Control.

2.06     "Committee" - means the Personnel  and  Compensation  Committee of
         the Board and its designees.

2.07     "Effective  Retirement  Date"  -  means  the  date  upon  which  a
         Participant  retires  under this Plan which shall be the first day
         of the month  following  the  Participant's  62nd  birthday or, at
         Ashland's  discretion or as otherwise provided in Article V or VI,
         any earlier age.  Upon  approval as provided in Sections  3.01 and
         3.02, the "Effective  Retirement  Date" of a Participant may occur
         after the Employee  reaches age 62. The Effective  Retirement Date
         of an  Employee  who  becomes a  Participant  under  Section  3.03
         because of a Change in Control and who is considered to be a Level
         I or II participant in the Incentive Compensation Plan and who has
         an  Employment  Agreement  shall  be the  first  day of the  month
         following (i) such  Employee's  termination for reasons other than
         "Cause" or (ii) such Employee's resignation for "Good Reason." The
         Effective Retirement Date of an Employee who becomes a Participant
         under  Section  3.03  because  of a Change in  Control  and who is
         considered to be a Level III, IV or V participant in the Incentive
         Compensation  Plan,  or who is  considered  to be a  Level I or II
         participant  in the Incentive  Compensation  Plan and who does not
         have an Employment Agreement,  shall be the first day of the month
         following  such  Employee's  termination  for  reasons  other than
         "Cause".  For Employees  who do not have an  Employment  Agreement
         with Ashland, "Cause" shall have the meaning given to that word in
         Section 3.05.

2.08     "Employee"  - means an  employee of Ashland who (i) is at least 55
         years of age or such earlier age pursuant to Section 5.06(b);  and
         (ii) is deemed on the Effective Retirement Date to be a Level V or
         above   employee   under   the   Incentive    Compensation   Plan.
         Notwithstanding  anything  herein  to the  contrary,  if,  after a
         Change in  Control,  an  Employee  is  terminated  other  than for
         "Cause"  or,  in the case of a Level I or II  Employee  having  an
         Employment  Agreement,  resigns  for  "Good  Reason,"  the  age 55
         threshold in clause (i) does not apply and is inapplicable.

2.09     "Employment Agreements" - means those contractual  agreements,  in
         effect  from  time to time,  which are  approved  by the Board and
         which  provide an Employee  with a specified  period of employment
         and other benefits.

2.10     "Final Average Bonus" - means the Participant's average bonus paid
         under the Incentive  Compensation Plan (including amounts that may
         have been deferred) during the highest  thirty-six (36) months out
         of the final  eighty-four-month  (84) period.  For these purposes,
         the "bonus paid" for a particular month within a particular fiscal
         year  under  such plan  shall be equal to the amount of such bonus
         actually  paid  (regardless  of the date paid,  but  excluding any
         adjustment  for the deferral of such payment) to such  Participant
         on account  of such  fiscal  year  divided by the number of months
         contained in such fiscal year which were used in  determining  the
         amount of such bonus actually paid to such Participant.

2.11     "Final   Average   Compensation"   -  means  the   average   total
         compensation paid during the highest thirty-six months (36) out of
         the final  eighty-four-month  (84)  period.  For  these  purposes,
         "total  compensation  paid" is the sum of the "compensation  paid"
         and the "bonus  paid"  during a  particular  month.  "Compensation
         paid" shall be the base rate of compensation  for such Participant
         in effect on the first day of such  calendar  month.  "Bonus paid"
         shall have the same meaning as set forth in Section  2.10.  In the
         event a payment  is due under the Plan  after a Change in  Control
         because the Participant  was terminated  other than for "Cause" or
         resigned  for "Good  Reason,"  the  calculation  of Final  Average
         Compensation   shall   include   the   amount   paid   under  such
         Participant's  Employment  Agreement.  The amount so paid shall be
         divided by 36 to derive the monthly "total  compensation  paid" it
         represents.

2.12     "Incentive  Compensation  Plan" - means the Ashland Inc. Incentive
         Compensation Plan or the Ashland Inc. Incentive  Compensation Plan
         for Key Executives, as applicable, including any successor to such
         plans.

2.13     "Participant"  - means  an  Employee  who has  been  approved  for
         participation in the Plan pursuant to Article III or Section 5.06.

2.14     "Plan"  - means  the  Tenth  Amended  and  Restated  Ashland  Inc.
         Supplemental  Early  Retirement Plan for Certain  Employees as set
         forth herein.

2.15     "Service"  - means the  number of years  and  fractional  years of
         employment by Ashland of an Employee,  measured from the first day
         of the month coincident with or next succeeding his or her initial
         date of employment up to and including such  Employee's  Effective
         Retirement Date. For purposes of this Section 2.15,  Service shall
         include an Employee's employment with a subsidiary or an affiliate
         of Ashland  determined in accordance  with rules from time to time
         adopted or approved by the Board, or its delegate.

ARTICLE III.      PARTICIPATION IN PLAN.
-----------       ---------------------

Eligibility for benefits shall be determined as follows:

3.01 Employees Who Require Board Approval

Except as  otherwise  provided  in Section  3.03,  an  Employee  who on the
Effective Retirement Date is deemed to be a Level I or II participant under
the Incentive Compensation Plan shall require Board approval to participate
in this Plan.

3.02  Employees  Who  Require  CEO or Other  Approval

Except as  otherwise  provided  in Section  3.03,  an  Employee  who on the
Effective Retirement Date is deemed to be a Level III, IV, or V participant
under the Incentive  Compensation Plan shall require the approval of either
(i) Ashland's  Chief  Executive  Officer or (ii) Ashland's  Chief Financial
Officer  and either  the Vice  President  Human  Resources  - Programs  and
Services or the Vice  President and General  Counsel to participate in this
Plan.

3.03     Automatic Approval for Change in Control

Subject  to the  provisions  of  Article  VI,  in the  event of a Change in
Control (as  defined in Section  2.05),  an Employee  who is deemed to be a
Level I, II, III, IV or V participant under the Incentive Compensation Plan
shall  automatically  be deemed to be approved by the Board or by the Chief
Executive Officer, as applicable, for participation under this Plan.

3.04     Other Approvals

The Board or Chief  Executive  Officer,  as  applicable,  may approve  such
employees for participation in the Plan as they deem to be appropriate, all
in its or his sole discretion.

3.05     Termination for Cause

Ashland  reserves the right to terminate any  Participant for "Cause" prior
to his or her Effective Retirement Date, with a resulting forfeiture of the
payment of benefits  under the Plan.  Ashland  also  reserves  the right to
terminate  any   Participant's   participation  in  the  Plan  for  "Cause"
subsequent to his or her Effective  Retirement  Date.  For purposes of this
Section 3.05,  "Cause" shall mean the willful and  continuous  failure of a
Participant  to  substantially  perform his or her duties to Ashland (other
than any such failure  resulting from  incapacity due to physical or mental
illness),  or the willful  engaging by a  Participant  in gross  misconduct
materially and demonstrably  injurious to Ashland, each to be determined by
Ashland in its sole discretion.

ARTICLE IV.       INTERACTION WITH EMPLOYMENT AGREEMENTS.
----------        --------------------------------------

4.01     Terminations - General

Notwithstanding any provision of this Plan to the contrary, an Employee who
has entered  into an  Employment  Agreement  with Ashland and who is either
terminated  without "Cause" prior to a "change in control of Ashland" or is
terminated without "Cause" or resigns for "Good Reason" following a "change
in control  of  Ashland"  (each  quoted  term as defined in the  applicable
employment agreement) shall be entitled to receive the benefits as provided
pursuant to this Plan. Benefits payable hereunder in such a situation shall
be  calculated  in  accordance  with the  payment  option  selected  by the
Employee at such time.

4.02     Benefits Prior to "Change in Control."

If the  Employee's  termination  is without  "Cause"  prior to a "change in
control of  Ashland,"  the benefits  payable  hereunder  shall  commence no
earlier than as of the first day of the calendar month  coincident  with or
next following the second  anniversary  following the  Employee's  "Date of
Termination" (as defined in the applicable employment agreement);  however,
if the Employee  elects to receive such  benefits in a lump sum as provided
in Section  5.04(b)(1),  such  benefits  shall  commence  and be payable as
therein specified.

4.03     Benefits Subsequent to a "Change in Control."

If the Employee's  termination is without  "Cause" or he or she resigns for
"Good Reason" following a "change in control of Ashland,"  benefits payable
hereunder  shall  begin as of the  first  day of the  calendar  month  next
following the Participant's Effective Retirement Date.

4.04     Subsequent Activity in Conflict with Ashland

The provisions of this Section 4.04 shall apply to Level I, II, III, IV and
V Participants,  regardless of whether such a Participant has an Employment
Agreement;  except that the provisions of this Section 4.04 shall not apply
to any Participant who was approved for  participation  hereunder under the
provisions of Section 3.03.  If a Participant  accepts,  during a period of
five (5) years  subsequent to his or her  Effective  Retirement  Date,  any
consulting  or  employment  activity  which is in  direct  and  substantial
conflict  with the  business  of Ashland  at such time (such  determination
regarding  conflicting  activity to be made in the sole  discretion  of the
Board),  he or she shall be considered in breach of the  provisions of this
Section 4.04;  provided,  however, he or she shall not be restricted in any
manner with  respect to any other  non-conflicting  activity in which he or
she is engaged.  If a Participant wishes to accept employment or consulting
activity which may be prohibited  under this Section 4.04, such Participant
may submit to Ashland  written  notice  (Attention:  Vice  President  Human
Resources  -  Programs  and  Services)  of his or her wish to  accept  such
employment  or  consulting  activity.  If  within  ten (10)  business  days
following receipt of such notice Ashland does not notify the Participant in
writing of Ashland's  objection to his or her accepting such  employment or
consulting  activity,  then such  Participant  shall be free to accept such
employment or consulting activity for the period of time and upon the basis
set forth in his or her written  request.  In the event the  provisions  of
this Section 4.04 are breached by a Participant,  the Participant shall not
be entitled to any  additional  periodic  payments  hereunder  and shall be
liable to repay to Ashland all amounts such  Participant  received prior to
such breach.  If a Participant  who breaches the provisions of this Section
4.04 received a lump sum  distribution  of his or her benefit prior to such
breach,  such Participant shall be liable to repay to Ashland the amount of
such  distribution.  If a Participant  who breaches the  provisions of this
Section 4.04 deferred all or any part of a lump sum distribution  hereunder
to the Ashland  Inc.  Deferred  Compensation  Plan,  the amount so deferred
shall be  forfeited,  and if any  amount  of the  amount  so  deferred  was
distributed  from the Ashland Inc.  Deferred  Compensation  Plan before the
breach occurred,  the amount so distributed shall be repaid to Ashland. Any
repayment  of benefits  hereunder  shall be  assessed  interest at the rate
applicable for the  calculation of a lump sum payment under Section 5.04(b)
for the month in which the breach  occurs,  with such  interest  compounded
monthly  from the  month in which the  breach  occurs to the month in which
such  repayment is made to Ashland.  Ashland shall have available to it all
other remedies at law and equity to remedy a breach of this Section 4.04.

ARTICLE V.        ANNUAL RETIREMENT INCOME AND OTHER BENEFITS.
---------         -------------------------------------------

5.01     LEVELS I AND II.

The Annual Retirement Income of a Participant who is deemed to be a Level I
or II Participant under the Incentive Compensation Plan shall be equal to:

(a) Pre-Age 62 Benefit

A Participant who retires under this Plan,  including a Participant to whom
the  provisions of paragraph (d) of this Section 5.01 apply,  shall receive
an Annual  Retirement  Income from and after the first day of the  calendar
month next following his or her Effective  Retirement Date until the end of
the month in which he or she attains age 62 equal to the greater of (1) the
amounts  provided in the  following  schedule  or (2) 50% of Final  Average
Compensation.  Notwithstanding  the  previous  sentence,  in the event such
Participant  retired  with  less  than 20 years  of  Service,  such  Annual
Retirement  Income shall be  multiplied  by a fraction (A) the numerator of
which is such Participant's  years of and fractional years of Service,  and
(B) the denominator of which is twenty (20).

                                    % of
Retirement                      Compensation

1st - Year After Effective      75%
        Retirement Date
2nd - "                         70%
3rd - "                         65%
4th - "                         60%
5th - "                         55%
6th - Year and thereafter       50%
        to Age 62

For purposes of this Section 5.01(a),  "% of  Compensation"  shall mean the
annualized  average of the Participant's  base monthly  compensation  rates
(excluding  incentive awards,  bonuses, and any other form of extraordinary
compensation)  in effect  with  respect  to Ashland on the first day of the
thirty-six  (36)  consecutive  calendar  months which will give the highest
average out of the  one-hundred  twenty (120)  consecutive  calendar  month
period ending on the Participant's Effective Retirement Date.

(b) Age 62 Benefit and Thereafter

From and after the first day of the calendar  month next  following  his or
her Effective  Retirement  Date, or the attainment of age 62,  whichever is
later, the Participant's  Annual Retirement Income shall be equal to 50% of
Final  Average  Compensation;  provided,  however,  that in the event  such
Participant  retired  with  less  than 20 years  of  Service,  such  Annual
Retirement Income shall be 50% of Final Average Compensation  multiplied by
a fraction (A) the  numerator of which is such  Participant's  years of and
fractional  years of Service,  and (B) the  denominator  of which is twenty
(20).

(c) Benefit Reduction

The amount of benefit  provided in  paragraphs  (a) and (b) of this Section
5.01 shall be reduced by the sum of the following:

(1) the Participant's benefit under the Ashland Inc. and Affiliates Pension
Plan (the "Pension Plan") (assuming 50% of such Participant's account under
the Ashland Inc.  Leveraged  Employee Stock Ownership Plan were transferred
to the Pension  Plan,  as allowed under the terms of each of the said plans
and  disregarding  any  benefit  assignment  under  an  approved  qualified
domestic  relations order affecting  either the Pension Plan or the Ashland
Inc. Leveraged Employee Stock Ownership Plan), determined on the basis of a
single life annuity form of benefit;

(2) the Participant's  benefit under any other defined benefit pension plan
qualified  under  Section  401(a) of the Internal  Revenue Code of 1986, as
amended  which is maintained by Ashland,  determined  by  disregarding  any
benefit assignment under an approved qualified domestic relations order and
on the basis of a single life annuity form of benefit (said plans  referred
to in  sub-paragraphs  (1) and (2) of this  paragraph  (c) are  hereinafter
referred to jointly and severally as the "Affected Plans");

(3) the Participant's  benefit under the Ashland Inc.  Nonqualified  Excess
Benefit Pension Plan, determined on the basis of a single life annuity form
of benefit; and

(4) the Participant's  benefit under the Ashland Inc. ERISA Forfeiture Plan
attributable  to  amounts  which  were  forfeited  under the  Ashland  Inc.
Leveraged Employee Stock Ownership Plan,  multiplied by 50%, and determined
on the basis of a single life annuity benefit.

In the  event a  Participant's  benefit  hereunder  is  paid as a lump  sum
pursuant to an election  under  Section  5.04(b)(1),  the reduction to such
benefit shall be calculated based upon the lump sum actuarial present value
of the benefits referred to in subparagraphs (1)-(4) of this paragraph (c).
For distributions  commencing after May 31, 2001, such calculation shall be
conducted on the basis that the benefits referred to in said  subparagraphs
(1)-(4)  commence  at the same time as of which the benefit in this Plan is
paid as a lump sum,  using the  Participant's  attained  age at the time of
such  commencement,  unless  otherwise  required in  paragraph  (d) of this
Section 5.01.

(d) Benefit After a Change in Control

(1) Participants  Having  Employment  Agreements.  A Participant  having an
Employment  Agreement who either is terminated  without  "Cause" or resigns
for "Good Reason" after a Change in Control shall have the benefit  payable
under this Section 5.01 computed by adding 3 years to the Participant's Age
and Service at the Participant's Effective Retirement Date. These additions
to Age and Service shall, except as otherwise provided,  apply for purposes
of  computing  the  single  life  annuity  payment  to the  Participant.  A
Participant  subject to this paragraph  (d)(1) whose  Effective  Retirement
Date  occurs  before  attaining  an actual  age of 55 shall have the 3 year
addition to Age apply when converting the single life annuity amount to any
permitted  optional form under this Article V. If the Effective  Retirement
Date of a Participant  subject to this paragraph  (d)(1) occurs on or after
the Participant attains an actual age of 55, then the Participant's  actual
age shall be used when making such a conversion.  Notwithstanding  anything
to the contrary  contained herein,  when converting a Participant's  single
life annuity to a lump sum payment  option,  the  Participant's  actual age
shall be used without  reference to the additional 3 years. If the addition
of 3 years to the  Participant's age results in an Age less than 55 and the
Participant  commences  the  benefit,  the amount of the  benefit  shall be
adjusted  to  account  for the  fact it is paid  before  the  Participant's
attainment  of Age 55.  This  adjustment  shall  be based  upon  the  early
retirement table in Section 6.2 of the Ashland Inc. and Affiliates  Pension
Plan as it existed on September  30, 1999.  When  applying this table under
these circumstances, age 55 shall be substituted for age 62 and adjustments
for ages younger than those on the table shall be reasonably  determined by
an actuary or actuarial firm who regularly  performs services in connection
with the Plan.

(2) Participants  Without Employment  Agreements.  A Participant without an
Employment  Agreement who is terminated  without  "Cause" after a Change in
Control shall have the benefit  payable under this Section 5.01 computed by
adding the applicable  amount to the  Participant's  Age and Service at the
Participant's Effective Retirement Date. For these purposes, the applicable
amount is derived from the following table.

Length of Participant's Service at                            Number of Years
  Separation from Employment                             (the Applicable Amount)
----------------------------------                       -----------------------
Up to 5 years                                                3 months

More than 5 and up to 10 years                               6 months

More than 10 and up to 15 years                              1 year

More than 15 and up to 20 years                              1 year and 6 months

More than 20 years                                           2 years


These  additions to Age and Service  shall,  except as otherwise  provided,
apply for  purposes of  computing  the single life  annuity  payment to the
Participant. A Participant subject to this paragraph (d)(2) whose Effective
Retirement Date occurs before  attaining an actual age of 55 shall have the
applicable amount added to such Participant's Age apply when converting the
single  life  annuity  amount to any  permitted  optional  form  under this
Article V. If the Effective  Retirement  Date of a  Participant  subject to
this paragraph (d)(2) occurs on or after the Participant  attains an actual
age of 55, then the Participant's actual age shall be used when making such
a conversion.  Notwithstanding  anything to the contrary  contained herein,
when converting a  Participant's  single life annuity to a lump sum payment
option, the Participant's actual age shall be used without reference to the
addition of the applicable amount. If the addition of the applicable amount
to the Participant's age results in an Age less than 55 and the Participant
commences  the  benefit,  the amount of the  benefit  shall be  adjusted to
account for the fact it is paid before the Participant's  attainment of Age
55.  This  adjustment  shall be based  upon the early  retirement  table in
Section 6.2 of the Ashland Inc. and  Affiliates  Pension Plan as it existed
on September 30, 1999. When applying this table under these  circumstances,
age 55 shall be  substituted  for age 62 and  adjustments  for ages younger
than those on the table  shall be  reasonably  determined  by an actuary or
actuarial firm who regularly performs services in connection with the Plan.


5.02     LEVELS III, IV AND V.
         --------------------

(a) General

The Annual Retirement  Income of a Participant  (including a Participant to
whom the provisions of paragraph (b) of this Section 5.02 apply) who on his
or her  Effective  Retirement  Date was deemed to be a Level III,  IV, or V
Participant under the Incentive Compensation Plan shall, from and after the
first day of the calendar month next following his or her 62nd birthday, be
equal to 50% of Participant's Final Average Bonus; provided,  however, that
in the event such  Participant  retired with less than 20 years of Service,
such Annual  Retirement  Income after age 62 shall be 50% of Final  Average
Bonus  multiplied  by a  fraction  (A)  the  numerator  of  which  is  such
Participant's  years  of and  fractional  years  of  Service,  and  (B) the
denominator  of which is twenty (20).  Although a Participant  may elect to
commence  benefits  under  this Plan upon his or her  Effective  Retirement
Date, there shall be an actuarial adjustment  (consistent with that applied
under Ashland's qualified pension plan, as from time to time in effect) for
Participants  receiving  benefits  under this Section 5.02 whose  Effective
Retirement Date is prior to age 62.

(b) Benefit After a Change in Control

A Participant  who is  terminated  other than for "Cause" after a Change in
Control shall have the benefit  payable under this Section 5.02 computed by
adding to the Participant's Age and Service at the Participant's  Effective
Retirement Date the number of years equal to the applicable  amount for the
Participant derived from the following table.


Length of Participant's Service at                           Number of Years
   Separation from Employment                            (the Applicable Amount)
----------------------------------                       -----------------------
Up to 5 years                                                3 months

More than 5 and up to 10 years                               6 months

More than 10 and up to 15 years                              1 year

More than 15 and up to 20years                               1 year and 6 months

More than 20 years                                           2 years


These  additions to Age and Service  shall,  except as otherwise  provided,
apply for  purposes of  computing  the single life  annuity  payment to the
Participant.  A Participant  subject to this paragraph (b) whose  Effective
Retirement Date occurs before  attaining an actual age of 62 shall have the
applicable  amount from the table hereinabove added to his or her Age apply
when  converting the single life annuity  amount to any permitted  optional
form  under  this  Article  V.  If  the  Effective  Retirement  Date  of  a
Participant   subject  to  this  paragraph  (b)  occurs  on  or  after  the
Participant attains an actual age of 62, then the Participant's  actual age
shall be used when making such a  conversion.  Notwithstanding  anything to
the contrary contained herein, when converting a Participant's  single life
annuity to a lump sum payment option, the Participant's actual age shall be
used without  reference  to the  applicable  amount  derived from the table
hereinabove.  If the  addition  of the  applicable  amount  from the  table
hereinabove to the Participant's age results in an Age less than 62 and the
Participant  commences  the  benefit,  the amount of the  benefit  shall be
adjusted  to  account  for the  fact it is paid  before  the  Participant's
attainment  of Age 62.  This  adjustment  shall  be based  upon  the  early
retirement table in Section 6.2 of the Ashland Inc. and Affiliates  Pension
Plan as it existed on September 30, 1999, and  adjustments for ages younger
than those on the table  shall be  reasonably  determined  by an actuary or
actuarial firm who regularly performs services in connection with the Plan.

5.03     Benefits Payable for Less Than 12 Months

Annual  Retirement Income benefits payable under Sections 5.01 and 5.02 for
a period of less than 12 months due to a Participant's attainment of age 62
or death  will be  payable  on a pro-rata  basis,  with  months  taken as a
fraction of a year.

5.04     Payment Options

(a) Election

A Participant  shall,  subject to Sections 5.05 and 5.06, elect the form in
which  such  benefit  shall be paid from  among  those  identified  in this
Section 5.04 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  Participant's  Effective  Retirement  Date. Such election,
including  the  designation  of  any  contingent   annuitant  or  alternate
recipient under Sections  5.04(b)(4) or (5), shall be irrevocable except as
otherwise  set forth herein.  Notwithstanding  anything in the foregoing to
the  contrary,  any  Participant  approved  for  participation  in the Plan
pursuant  to  Sections  3.01,  3.02 and 3.04 who  makes an  election  under
Section 5.04(b)(2) shall make such election by the later of -

(1) the 60th day following  such  Participant's  approval to participate in
this Plan; or

(2) the earlier of -

(A) the date six months prior to Participant's  Effective  Retirement Date;
or

(B) the  December 31  immediately  preceding  the  Participant's  Effective
Retirement  Date.  Such  deferral  election  shall  be made  in the  manner
prescribed by Ashland,  from time to time,  and shall be  irrevocable as of
the applicable time identified under Sections 5.04(a)(1) or (2).

Until the time at which an  election  becomes  irrevocable,  a  Participant
shall be able to change it.

(b) Optional Forms of Payment

(1) Lump Sum Option.  A Participant  may elect to receive the benefit under
Article V as a lump sum distribution.. A lump sum benefit payable under the
Plan to a  Participant  shall be computed  on the basis of the  actuarially
equivalent  present  value of such  Participant's  benefit  under Article V
based upon such actuarial assumptions as determined by the Committee.  Such
lump sum shall be payable  within  thirty (30) days  following the later of
the  Participant's  Effective  Retirement  Date,  or at such  later date as
Ashland or its delegate may determine,  in its sole discretion.  The option
shall  be  made  available  to  a  Participant   contingent   upon  various
considerations,  including,  but not  limited  to, the  following:  The tax
status  of  Ashland,   including  without  limitation,  the  corporate  and
individual  tax rate then  applicable  and  whether or not  Ashland  has or
projects a net  operating  loss;  the current and  projected  liquidity  of
Ashland,  including cash flow, capital expenditures and dividends;  Ashland
`s 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  Participant's
preference.

(2) Lump Sum Deferral  Option.  A Participant  who is eligible to receive a
lump sum distribution  under 5.04(b)(1) 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),  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 Section  5.04(a)(1)  and
(2).

(3) Single Life Annuity.  A Participant may elect to have such benefit paid
in the form of equal  monthly  payments  for and during such  Participant's
life, with such payments ending at such Participant's death. Payments under
this option shall be actuarially  equivalent to the benefit  provided under
Section 5.01 or 5.02,  whichever is applicable,  determined on the basis of
the applicable actuarial assumptions and other relevant provisions used for
the same in the Pension Plan.

(4) Joint and Survivor  Income Option A Participant may elect to receive an
actuarially  reduced  benefit  payable  monthly  during  the  Participant's
lifetime with payments to continue  after his or her 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  Participant and his or her contingent  annuitant.  The
following additional limitations and conditions apply to this option:

(A) The  contingent  annuitant  shall be designated by the  Participant  in
writing  in such  form and at such  time as  Ashland  may from time to time
prescribe.   Before  the  Participant's   Effective  Retirement  Date,  the
Participant may change the contingent annuitant elected.

(B) In the event of the death of the contingent annuitant prior to the date
as of which the election is  irrevocable,  the  Participant's  selection of
this option  shall be void and the  Participant  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 5.04(a)(1) and (2).

(C) Actuarial  equivalence under this sub-paragraph (4) shall be determined
on the basis of the  applicable  actuarial  assumptions  and other relevant
provisions used for the same in the Pension Plan.

(5) Period  Certain Income  Option.  A Participant  may elect to receive an
actuarially  reduced benefit payable monthly during his or her lifetime and
terminating  with the  monthly  payment  for the  month in which his or her
death occurs,  with the provision that not less than a total of 120 monthly
payments  shall  be made  in any  event  to him or her  and/or  the  person
designated by him or her to receive payments under this  sub-paragraph  (5)
in  the  event  of  his  or  her  death   (hereinafter   called  "alternate
recipient").  If a Participant and his or her alternate recipient die after
the  Effective  Retirement  Date,  but before the total  specified  monthly
payments  have been made to such  Participant  and/or his or her  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  Participant or
his or her alternate recipient.  The following  additional  limitations and
conditions shall apply to this option:

(A)  The  alternate  recipient  shall  be  designated  in  writing  by  the
Participant  in such form and at such time as Ashland may from time to time
prescribe.   The   designation  of  an  alternate   recipient   under  this
sub-paragraph  (5) is  irrevocable  after the  Effective  Retirement  Date,
provided, however, a Participant may designate a new alternate recipient if
the one  first  designated  dies  before  the  Participant  and  after  the
Effective Retirement Date.

(B) In the event of the death of the alternate  recipient prior to the date
as of which the election is  irrevocable,  the  Participant's  selection of
this  option  shall be void and the  Participant  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 5.04(a)(1) and (2).

(C) Actuarial  equivalence under this sub-paragraph (5) shall be determined
on the basis of the  applicable  actuarial  assumptions  and other relevant
provisions used for the same in the Pension Plan.

5.05. Payment of Small Amounts

Unless such Participant  elects to receive his or her benefit in a lump sum
as  provided in Section  5.04,  in the event a monthly  benefit  under this
Plan,  payable  to  either  a  Participant  or to  his  or  her  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.

5.06. Surviving Benefits

(a) Except as otherwise provided in Section 5.04 of this Plan, in the event
that a Participant  receiving Annual  Retirement  Income benefits shall die
after his or her Effective Retirement Date, no additional benefits shall be
payable  by  Ashland  under  this  Plan  to  such  deceased   Participant's
beneficiaries, survivors, or estate.

(b) If an Employee dies while in active service with Ashland

(1) prior to approval for  participation in the Plan and said Employee is a
Level I or II participant under the Incentive Compensation Plan; or

(2) after  approval  for  participation  in the Plan but prior to making an
election  pursuant  to Section  5.04(a)  and said  Employee is a Level I -V
participant under the Incentive Compensation Plan; then such Employee shall
be deemed:

(i) to be a Participant under the Plan in the case of Section 5.06 (b)(1);

(ii) to have commenced  participation  one (1) day prior to the date of the
Employee's death; and

(iii) to have  elected to receive  his or her  benefits  in the form of the
100% Joint & Survivor  retirement  income option and to have designated his
or her spouse as the beneficiary thereunder.

(c) In the event an Employee is approved for  participation  under the Plan
and dies after having made an election  under Section  5.04(a) but prior to
his or her Effective Retirement Date, then such Employee shall be deemed to
have  commenced  participation  one  (1)  day  prior  to  the  date  of the
Employee's  death and payment  shall be made under this Plan in  accordance
with the Employee's election.

5.07     Participation in Other Benefits

After a Participant's  Effective  Retirement Date, he or she shall continue
to  participate  in  Ashland's  Group Life  Insurance,  Medical  and Dental
programs  in the same  manner  and under the same terms and  conditions  as
provided for retirees as a class under the provisions of such programs,  as
from time to time in effect. Except as otherwise expressly provided in this
Plan, a Participant's active participation in all employee benefit programs
maintained  by  Ashland  derived  from his or her  employment  status  with
Ashland shall be discontinued.

ARTICLE VI.       CHANGE IN CONTROL.
----------        -----------------

Notwithstanding any provision of this Plan to the contrary, in the event of
a Change in Control, an Employee who is deemed to be a Level I, II, III, IV
or V participant  under Ashland's  Incentive  Compensation  Plan, shall, in
accordance  with  Section  3.03,   automatically  be  deemed  approved  for
participation  under this Plan.  Consistent  with the  applicable  terms of
Sections  5.01  and  5.02,  such a  Participant  may,  in  his or her  sole
discretion,  elect to retire prior to Age 62. In addition,  Ashland (or its
successor  after the Change in Control)  shall  reimburse  an Employee  for
legal fees, fees of other experts and expenses incurred by such Employee if
he or she is  required  to,  and is  successful  in,  seeking  to obtain or
enforce  any right to payment  pursuant  to the Plan.  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  provisions of this Plan or any other plan of Ashland
Inc. having a material  impact on the benefits  payable under this Plan may
not be amended after a Change in Control occurs without the written consent
of a  majority  of the  Board  who were  directors  prior to the  Change in
Control.

ARTICLE VII.      MISCELLANEOUS.
-----------       -------------

7.01     The obligations of Ashland hereunder constitute merely the promise
         of  Ashland to make the  payments  provided  for in this Plan.  No
         employee,  his or her spouse or the estate of either of them shall
         have, by reason of this Plan, any right,  title or interest of any
         kind  in  or to  any  property  of  Ashland.  To  the  extent  any
         Participant  has a right to receive  payments  from Ashland  under
         this Plan,  such right  shall be no greater  than the right of any
         unsecured general creditor of Ashland.

7.02     Full power and  authority to construe,  interpret  and  administer
         this  Plan  shall be vested  in the  Board or its  delegate.  This
         includes,   without  limitation,   the  ability  to  make  factual
         determinations,  construe and  interpret  provisions  of the Plan,
         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.
         Decisions of the Board or its delegate shall be final,  conclusive
         and binding  upon all  parties,  provided,  however,  that no such
         decision may adversely  affect the rights of any  Participant  who
         has been approved for participation in the Plan under the terms of
         Section 3.03 and whose  benefit is  determined  under the terms of
         Section 5.01(d) or Section 5.02(b).

7.03     This Plan shall be binding upon Ashland and any  successors to the
         business  of  Ashland  and  shall  inure  to  the  benefit  of the
         Participants  and their  beneficiaries,  if applicable.  Except as
         otherwise  provided in Article VI, the Board or its delegate  may,
         at any time, amend this Plan,  retroactively or otherwise,  but no
         such amendment may adversely  affect the rights of any Participant
         who has been approved for  participation in the Plan except to the
         extent that such action is required by law.

7.04     Except as otherwise provided in Section 5.04, no right or interest
         of the Participants  under this Plan shall be subject to voluntary
         or involuntary alienation, assignment or transfer of any kind.

7.05     This Plan shall be  governed  for all  purposes by the laws of the
         Commonwealth of Kentucky.

7.06     If any term or provision of this Plan is  determined by a court or
         other appropriate authority to be invalid,  void, or unenforceable
         for any reason,  the remainder of the terms and provisions of this
         Plan shall  remain in full force and effect and shall in no way be
         affected, impaired or invalidated.