EXHIBIT 10.1

               AMENDED STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
                    OF ASHLAND INC. AND ITS SUBSIDIARIES
                      (Amended as of November 6, 1997)

SECTION 1. PURPOSE

         The purpose of this amended Stock Incentive Plan For Key Employees
of Ashland  Inc.  And Its  Subsidiaries  (herein  called the  "Plan") is to
revise the  Incentive  Stock Option Plan For Key  Employees of Ashland Inc.
And Its Subsidiaries (1981) (such plan as it existed prior to the effective
date of the Plan hereinafter referred to as the "1981 Plan") and to promote
the  interests  of  Ashland  Inc.   (herein   called   "Ashland")  and  its
shareholders  by  providing  their  officers  and  key  employees  with  an
incentive to continue  service with Ashland and its  subsidiaries.  Through
the grant of stock options,  stock appreciation rights and Restricted Stock
awards (collectively referred to as "Grants"), Ashland seeks to attract and
retain in its employ individuals of training, experience and ability and to
furnish additional incentive to officers and other key employees upon whose
judgment,  initiative  and efforts the  successful  conduct of its business
largely depends.

SECTION 2. ADMINISTRATION

         (a)  The  Plan  shall  be   administered   by  the  Personnel  and
Compensation Committee of the Board of Directors of Ashland or its designee
(herein  called  the  "Committee"),  consisting  of  not  less  than  three
directors  of Ashland  who shall be  appointed,  from time to time,  by the
Board of Directors of Ashland.  No person who is (or, within one year prior
to his or her  appointment as a member of the  Committee,  was) eligible to
participate in the Plan shall be a member of the Committee.  Subject to the
express  provisions of the Plan, the Committee shall have plenary authority
to interpret the Plan, to prescribe,  amend,  and rescind from time to time
rules and  regulations  relating to the Plan,  to  determine  the  eligible
employees  to whom Grants shall be made,  to  determine  whether any option
hereunder shall be deemed to be an "incentive  stock option" as provided by
Section 422 of the Internal  Revenue Code of 1986,  as amended (the "Code")
(herein  referred  to  as  "incentive  stock  options")  or an  option  not
qualifying as an "incentive  stock option" under the Code (herein  referred
to as  "non-qualified  options"),  to determine the terms and provisions of
the respective  Grants (which terms and provisions  need not be the same in
each  case),  and to make all  other  determinations  deemed  necessary  or
advisable   for  the   administration   of  the  Plan.   In   making   such
determinations,  the  Committee  may take into  account  the  nature of the
services rendered by the respective employees,  their present and potential
contributions to Ashland's  success and such other factors as the Committee
in its discretion shall deem relevant.  The determinations of the Committee
on the matters referred to in this Section 2 shall be conclusive.

         (b) All  determinations of the Committee shall be made by not less
than a majority of its members.  Any decision or  determination  reduced to
writing and signed by all the members  shall be fully as effective as if it
had been made by a majority  vote at a meeting  duly  called  and held.  No
member of the Committee shall be liable,  in the absence of bad faith,  for
any act or omission  with respect to his or her services on the  Committee.
Services  on the  Committee  shall  constitute  services  as a Director  of
Ashland  so  that   members  of  the   Committee   shall  be   entitled  to
indemnification  and  reimbursement  for their  services  as members of the
Committee to the same extent as for services as Directors of Ashland.

SECTION 3. STOCK SUBJECT TO THE PLAN

         There will be reserved for  issuance  upon the exercise of options
and stock  appreciation  rights  and upon  awards of  Restricted  Stock (as
defined in Section 13), to be granted from time to time under the Plan,  an
aggregate of 2,000,000  shares of Ashland Common Stock, par value $1.00 per
share ("Common Stock") (which shares include shares heretofore provided for
under the 1981 Plan).  Such shares may be in whole or in part, as the Board
of Directors of Ashland or its designee  (the  "Board")  shall from time to
time  determine,  authorized and unissued  shares of Common Stock or issued
shares of Common Stock which shall have been reacquired by Ashland.  If any
option or stock  appreciation  right granted under the Plan shall expire or
terminate for any reason  without  having been  exercised (or considered to
have been  exercised as provided in Section 7) in full,  the shares subject
thereto shall again be available for the purposes of the Plan.

SECTION 4. ELIGIBILITY

         Options  and  Restricted  Stock may be  granted  only to  salaried
employees  (which term shall be deemed to include  officers) of Ashland and
its present and future subsidiary corporations as defined in Section 424 of
the Code ("subsidiaries").  A director of Ashland or of a subsidiary who is
not also such an employee of Ashland or of one of its subsidiaries will not
be  eligible to receive  any  options or  Restricted  Stock under the Plan.
Options may be granted to  employees  who hold or have held  options  under
previous  plans.  An employee who has been granted an option may be granted
an additional option or options.

         Notwithstanding  anything to the contrary contained herein, in the
case of incentive  stock options,  the maximum  aggregate fair market value
(determined  at the time each  incentive  stock option is granted under the
Plan) of the shares of Common Stock for which any  individual  employee may
be granted incentive stock options under the Plan in any calendar year (and
under all other plans of Ashland or any  subsidiary  which  provide for the
granting of incentive  stock  options)  shall not exceed  $100,000 plus the
amount of any unused limit carry over to such year. If $100,000 exceeds the
aggregate fair market value  (determined  at the time each incentive  stock
option is  granted) of the Common  Stock for which an employee  was granted
incentive  stock options in any calendar year under the Plan (and under all
other plans of Ashland or any subsidiary which provides for the granting of
incentive stock options),  one half of such excess shall be an unused limit
carry over to each of the three succeeding  calendar years, under the rules
of Section  422A(c)(4) of the Code as it existed before  December 31, 1986.
For purposes of this paragraph,  fair market value of Common Stock shall be
the closing price of the Common Stock as reported on the Composite  Tape on
the date of the grant of an incentive  stock option under the Plan,  or, if
there is no trading at the Common Stock on the date in  question,  then the
closing price of the Common Stock,  as so reported,  on the next  preceding
date on which there was trading in the Common Stock.

SECTION 5. PERIOD OF PLAN AND DURATION OF OPTIONS

         (a) No options or  Restricted  Stock awards shall be granted under
the Plan after November 7, 1994.

         (b)  Every  incentive  stock  option  shall  provide  for a  fixed
expiration  date of not later than ten years  from the date such  incentive
option is granted.

SECTION 6. OPTION DESIGNATION AND PRICE

         (a) Any  option  granted  under  the  Plan  may be  granted  as an
incentive  stock  option  or as a  non-qualified  stock  option as shall be
designated at the time of the grant of such option.

         (b) The option price per share of the Common Stock underlying each
option shall be fixed by the Committee,  but shall not be less than 100% of
the fair  market  value of the  stock  at the time of the  granting  of the
options.  Such fair market value shall be determined by the Committee which
may use any reasonable method of valuation,  including the closing price of
the Common Stock as reported on the Composite Tape on the date on which the
option is granted.

SECTION 7. EXERCISE OF OPTIONS

         (a) The  Committee may in its  discretion  prescribe in the option
grant the  installments,  if any, in which an option granted under the Plan
shall become exercisable provided that no option shall be exercisable prior
to the first  anniversary  of the date of its grant  except as  provided in
Section  12 or as the  Committee  otherwise  determines.  In no case may an
option be exercised  at any time for less than 50 shares (or the  remaining
shares covered by the option if less than 50 shares) during the term of the
option.  The  specified  number of shares  will be issued  upon  receipt by
Ashland of (i) notice from the holder  thereof of the exercise of an option
and (ii)  either  payment to  Ashland of the option  price of the number of
shares with respect to which the option is  exercised or (with  approval of
the Committee) a promissory note as provided in Section 8 hereof. Each such
notice and payment shall be delivered or mailed by postpaid mail, addressed
to the Treasurer of Ashland at Ashland's  Executive Offices at 1000 Ashland
Drive, Russell, Kentucky, or such other place as Ashland may designate from
time to time.

         (b) An incentive stock option shall not be exercisable while there
is  outstanding  any  incentive  stock option which was granted  before the
granting of such option to such employee to purchase  stock of Ashland or a
subsidiary  (determined  at the  time  of  granting  of such  option)  or a
predecessor  of any of such  corporations.  An option  shall be  treated as
outstanding  for this  purpose  until it is exercised in full or expires by
reason of lapse of time.

SECTION 8. PAYMENT FOR SHARES

         Except as  otherwise  provided in this Section 8, the option price
shall be paid in full when the option is  exercised.  The price may be paid
in  whole or in part (a) in cash or (b) in whole  shares  of  Common  Stock
evidenced  by  negotiable  certificates,  valued at their fair market value
(which  shares of Common  Stock  must have been owned by the  employee  six
months or longer and not used to effect a stock option  exercise within the
preceding  six months,  in the case of an  exercise  of options  which were
granted  after May 21, 1992,  unless the  Committee  specifically  provides
otherwise),  (c) by  Attestation,  (d) by a combination  of such methods of
payment,  or (e) by such other  consideration  as shall be  approved by the
Committee  (including without limitation,  effecting a "cashless exercise,"
with a broker, of the option).  "Attestation" means the delivery to Ashland
of a completed  Attestation  Form  prescribed by Ashland  setting forth the
whole  shares of Common  Stock  owned by the  employee  which the  employee
wishes to utilize to pay the option  price.  In the case of an  exercise of
stock options  granted  after May 21, 1992,  the Common Stock listed on the
Attestation  Form must have been owned by the employee six months or longer
and not  have  been  used to  effect a stock  option  exercise  within  the
preceding six months, unless the Committee specifically provides otherwise.
Moreover,  in the case of an exercise  of stock  options  granted  prior to
May 21,  1992,  an employee  may  request  Ashland to  "pyramid"  his or her
shares;  that is,  to  automatically  apply the  shares  which he or she is
entitled  to receive  on the  exercise  of a portion  of a stock  option to
satisfy the exercise for additional  portions of the option, thus resulting
in multiple  simultaneous  exercises  of options by use of whole  shares as
payment.

         The Committee may in its  discretion  authorize  payment of all or
any part of the option price over a period of not more than five years from
the date the option is  exercised.  Any unpaid  balance of the option price
shall be evidenced by the employee's  promissory  note payable to the order
of Ashland  which shall bear  interest at such rate or rates as  determined
from  time to time by the  Committee,  but not less  than the  lower of the
prevailing  base rate of  interest or the most  favorable  rate of interest
charged to commercial  borrowers as announced by any major U.S. bank on the
date the option is exercised, and shall be payable in full within not later
than five years after the date the option is exercised.

SECTION 9. GOVERNANCE OF PLANS

         Notwithstanding  any  terms  or  provisions  to the  contrary  all
incentive  stock  options  outstanding  prior  to  November 8, 1984,  shall
continue to be governed by the terms and provisions of the 1981 Plan.

SECTION 10. GENERAL STOCK APPRECIATION RIGHTS

         The Committee may grant general stock appreciation rights ("SARs")
pursuant to the  provisions  of this Section 10 to the holder of any option
granted  under  the Plan (a  "related  option")  with  respect  to all or a
portion of the shares  subject to the  related  option.  An SAR may only be
granted  concurrently with the grant of the related option.  Subject to the
terms and provisions of this Section 10, each SAR shall be exercisable only
at the same time and to the same extent the related  option is  exercisable
and in no event after the termination of the related option.  SARs shall be
exercisable  only when the fair market value  (determined as of the date of
exercise of the SARs) of each share of Common  Stock with  respect to which
the SARs are to be  exercised  shall  exceed the option  price per share of
Common Stock  subject to the related  option.  SARs granted  under the Plan
shall be exercisable in whole or in part by notice to Ashland.  Such notice
shall state that the holder of the SARs elects to exercise the SARs and the
number of shares in respect of which the SARs are being exercised.

         Subject to the terms and  provisions  of this Section 10, upon the
exercise of SARs,  the holder  thereof  shall be  entitled to receive  from
Ashland  consideration (in the form hereinafter provided) equal in value to
the excess of the fair market value  (determined as of the date of exercise
of the SARs) of each share of Common  Stock with respect to which such SARs
have been exercised over the option price per share of Common Stock subject
to the related option.  Upon the exercise of an SAR, the holder may specify
the form of consideration to be received by such holder,  which shall be in
shares of Common Stock (valued at fair market value on the date of exercise
of the SAR),  or in cash,  or partly in cash and partly in shares of Common
Stock, as the holder shall request; provided,  however, that the Committee,
in its sole discretion,  may disapprove the form of consideration requested
and instead authorize the payment of such consideration in shares of Common
Stock  (valued as  aforesaid),  or in cash, or partly in cash and partly in
shares of Common Stock, as the Committee shall  determine.  For purposes of
this  Section 10, (a) fair market value of a share of Common Stock shall be
the mean  between the high and low sales  prices  thereof on the  Composite
Tape on the date of  exercise  of an SAR or, if there is no  trading of the
Common Stock on the date in question,  then the closing price of the Common
Stock,  as so  reported,  on the next  preceding  date on which  there  was
trading in the Common  Stock,  and (b) the date of exercise of an SAR shall
mean the date on which the  Company  shall have  received  notice  from the
holder of the SAR of the exercise of such SAR.

         Upon the exercise of SARs,  the related option shall be considered
to have been  exercised (a) to the extent of the number of shares of Common
Stock with respect to which such SARs are  exercised and (b) to that extent
for purposes of determining  the number of shares of Common Stock available
for the grant of options  and  Restricted  Stock  under the Plan.  Upon the
exercise or  termination  of the related  option,  the SARs with respect to
such  related  option  shall  be  considered  to  have  been  exercised  or
terminated  to the  extent of the  number of  shares of Common  Stock  with
respect to which the related option was so exercised or terminated.

SECTION 11. TRANSFER OF OPTIONS, STOCK APPRECIATION RIGHTS, AND
            RESTRICTED STOCK

         Options and SARs granted under the Plan shall be  transferable  by
will,  by the  laws  of  descent  and  distribution,  and,  subject  to the
discretion and direction of the Committee,  may be made transferable by the
employee-holder thereof during his or her lifetime. Restricted Stock may be
made transferable at the discretion and direction of the Committee.

SECTION 12. CONTINUED EMPLOYMENT, AGREEMENT TO SERVE AND EXERCISE PERIODS

         (a) Subject to the  provisions  of  Paragraph  (b), (c) and (f) of
this Section 12, every option shall provide that it may not be exercised in
whole or in part for a period of one year after the date of  granting  such
option and if the employment of the employee  shall be terminated,  for any
reason other than death or disability as determined by the Committee, prior
to the end of such one year  period,  the option  granted to such  employee
shall immediately terminate.

         (b) Every option  shall  provide that in the event of the death of
the employee while employed by Ashland or one of its  subsidiaries or death
during  the  period  in  which  options  may be  exercised  by an  employee
determined  to be disabled as provided in Paragraph  (c) of this Section 12
or within three months after  cessation  of  employment  for any cause,  it
shall be exercisable,  at any time or from time to time, prior to the fixed
termination date set forth in the option, by the estate of the decedent, or
by any  person  who shall  acquire  the right to  exercise  such  option by
bequest or by the laws of descent and  distribution  for the full number of
optioned  shares or any part  thereof,  less  such  number as may have been
theretofore acquired under the option.

         (c) Every option shall provide that in the event the employment of
any  employee  shall cease by reason of  disability  as  determined  by the
Committee  at  any  time  during  the  term  of the  option,  it  shall  be
exercisable, at any time or from time to time by such employee for the full
number of optioned shares or any part thereof, less such number as may have
been  theretofore  acquired  under the option.  Options held by an employee
determined  by the  Committee to be disabled  prior to  September  19, 1996
shall be exercisable  during a period of one year of continuing  disability
following  termination of employment by reason of such disability.  Options
held by an employee  determined by the Committee to be disabled on or after
September  19,  1996  shall be  exercisable  at any time prior to the fixed
termination date set forth in the option.  As used herein, an employee will
be deemed "disabled" when he or she becomes unable to perform the functions
required by his or her regular job due to a physical or mental illness and,
in connection with the grant of an incentive stock option,  shall be deemed
disabled if he or she falls  within the meaning of that term as provided in
Section  22(e)(3) of the Code.  The  determination  by the Committee of any
question involving disability shall be conclusive and binding.

         (d) Every option shall provide that in the event the employment of
any  employee  shall  cease by reason of  retirement,  such  option  may be
exercised  only in respect of the number of shares which the employee could
have  acquired  under  the  option  immediately  prior to such  retirement.
Options held by an employee who retires  prior to September  19, 1996 shall
be exercisable until the earlier to occur of the fixed termination date set
forth in the option or three months after such retirement.  Options held by
an employee who retires on or after September 19, 1996 shall be exercisable
until the fixed termination date set forth in the option.

         (e) Except as provided in Paragraphs (a), (b), (c), (d) and (f) of
this Section 12, every option shall provide that it shall  terminate on the
earlier to occur of the fixed  termination  date set forth in the option or
three months after  cessation of the  employee's  employment for any cause,
and except as provided in  Paragraph  (f) of this  Section 12, if exercised
after cessation of such employment, may be exercised only in respect of the
number of shares which the employee  could have  acquired  under the option
immediately  prior  to such  cessation  of  employment.  No  option  may be
exercised after the fixed termination date set forth in the option.

         (f)  Notwithstanding  any  provision  of  this  Section  12 to the
contrary,  any option granted pursuant to the Plan and any related SAR may,
in the  discretion of the  Committee or as provided in the relevant  option
agreement,  become fully exercisable as to all optioned shares (i) from and
after the time the  employee  ceases to be an employee of Ashland or any of
its subsidiaries as a result of the sale or other disposition by Ashland of
assets or property (including shares of any subsidiary) in respect of which
the  employee  had  theretofore  been  employed  or as a  result  of  which
optionee's continued employment with Ashland or any subsidiary is no longer
required  and (ii) in the  case of a  change  of  control  (as  hereinafter
defined) of Ashland from and after the date of such change in control.  For
purposes of this  Paragraph  (f),  the term  "change in  control"  shall be
deemed to occur (1) upon the approval of the shareholders of Ashland (or if
such approval is not required,  upon the approval of the Board of Directors
of Ashland) of (A) any  consolidation or merger of Ashland in which Ashland
is not the continuing or surviving  corporation or pursuant to which shares
of 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, or
(C) adoption of any plan or proposal for the  liquidation or dissolution of
Ashland,  or (2) when any "person" (as defined in Section  3(a)(9) or 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 Common Stock  outstanding at the time,
without the approval of the Board of  Directors  of Ashland,  or (3) at any
time  during a period  of two  consecutive  years,  individuals  who at the
beginning  of such period  constituted  the Board of  Directors  of Ashland
shall  cease for any  reason to  constitute  at least a  majority  thereof,
unless  the   election  or  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.

         (g) Each employee granted an option under this Plan shall agree by
his or her acceptance of such option to remain in the service of Ashland or
a subsidiary  corporation of Ashland for a period of at least one year from
the date of the option  agreement  between  Ashland and the employee.  Such
service shall,  subject to the terms of any contract between Ashland or any
such  subsidiary and such  employee,  be at the pleasure of Ashland or such
subsidiary and at such  compensation  as Ashland or such  subsidiary  shall
reasonably  determine  from  time to  time.  Nothing  in the Plan or in any
option  granted  pursuant to the Plan shall  confer on any  individual  any
right to continue in the  employment of Ashland or any of its  subsidiaries
or  interfere  in  any  way  with  the  right  of  Ashland  or  any  of its
subsidiaries to terminate his or her employment at any time.

         (h)  Subject to the  limitations  set forth in Section  422 of the
Code,  the  Committee  may adopt,  amend or rescind  from time to time such
provisions as it deems  appropriate with respect to the effect of leaves of
absence approved by any duly authorized  officer of Ashland with respect to
any optionee.

         (i) The  determination by the Committee of any question  involving
disability shall be conclusive and binding.

SECTION 13. RESTRICTED STOCK AWARDS

         The  Committee  may grant to  employees  shares  of  Common  Stock
subject to certain restrictions (herein referred to as "Restricted Stock").
The amount of Restricted  Stock to be granted to any eligible  employee and
the  respective  terms  and  conditions  of such  grant  (which  terms  and
provisions  need not be the same in each case) shall be  determined  by the
Committee  at its sole  discretion.  As a  condition  to any  award and the
corresponding  delivery of Restricted  Stock  hereunder,  the Committee may
require  an  employee  to pay an amount  equal to, or in excess of, the par
value  of the  shares  of  Restricted  Stock  awarded  to him or her.  Each
certificate  issued in respect of shares of  Restricted  Stock granted to a
participant  under  the  Plans  shall  be  registered  in the  name  of the
participant and shall bear the following legend:

         "The  transferability  of this certificate and the shares of stock
         represented  hereby  are  subject  to  the  terms  and  conditions
         (including  forfeitures)  contained  in  Section  13 of the  Stock
         Incentive   Plan  for  Key  Employees  of  Ashland  Inc.  and  Its
         Subsidiaries and an Agreement  entered into between the registered
         owner and Ashland Inc."

         Subject to Section  11 hereof,  Restricted  Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered during a "Restricted
Period,"  which shall be determined by the Committee and which shall not be
less  than one year nor more than five  years  from the date of grant.  The
Committee may reduce the Restricted  Period with respect to any outstanding
shares  of  Restricted  Stock  at any  time,  but  in no  event  shall  the
Restricted Period be less than one year. Except for such restrictions,  the
employee as the owner of the Common Stock issued as Restricted  Stock shall
have all rights of a shareholder  including,  but not limited to, the right
to vote such  Common  Stock and to  receive  dividends  thereon as and when
paid.

         In the event that an employee's employment is terminated by reason
of death or disability  (as defined in Paragraph (c) of Section 12 hereof),
or for such other reasons as the  Committee  may provide,  the employee (or
his or her estate) will receive his or her Restricted  Stock subject to the
terms  of his or her  employment  agreement  which  agreement  shall  be in
accordance  with the terms and  provisions  set forth in  Paragraph  (g) of
Section  12  herein.  In the case of  voluntary  resignation  or any  other
termination  of  employment,   an  employee's   Restricted  Stock  will  be
forfeited;  provided, however, that the Committee may limit such forfeiture
to that portion thereof which is  proportional to the unelapsed  portion of
the Restricted  Period.  Any forfeited  Restricted Stock shall not again be
available for the grant of options and Restricted Stock under the Plan.

         At the end of the Restricted Period all shares of Restricted Stock
shall be transferred  free and clear of all  restrictions  to the employee.
All such shares may also be transferred  free and clear of all restrictions
to the employee to the same extent  provided in Paragraph (f) of Section 12
either in the  discretion  of the  Committee or as provided in the relevant
employment agreement.

SECTION 14. WITHHOLDING TAXES

         Federal,  state or local law may require the  withholding of taxes
applicable  to gains  resulting  from the exercise of  non-qualified  stock
options granted  hereunder.  Unless otherwise  prohibited by the Committee,
each participant may satisfy any such tax withholding  obligation by any of
the means, or by a combination of such means:  (i) a cash payment;  or (ii)
authorizing  Ashland to withhold  from the shares of Ashland  Common  Stock
otherwise  issuable to the  participant  as a result of the exercise of the
non-qualified  stock option a number of shares  having a fair market value,
as of the date the  withholding  tax  obligation  arises (the "Tax  Date"),
which  will  satisfy  the  amount  of the  withholding  tax  obligation.  A
participant's  election to pay the withholding tax obligation by (ii) above
must be made on or before the Tax Date, is irrevocable,  is subject to such
rules as the Committee may adopt, and may be disapproved by the Committee.

SECTION 15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

         In the event the market price of Common Stock shall  decrease as a
result  of any  recapitalization,  reorganization,  merger,  consolidation,
spinoff, separation, partial liquidation, or other transaction described in
Section  424(a) of the Code,  then, in the discretion of the Committee (and
subject  to  any  Internal  Revenue  Service   requirements   that  may  be
applicable)  the  price  per share of Common  Stock  under  each  option or
Restricted  Stock award granted  pursuant to the Plan may be  appropriately
adjusted (and the number of shares  subject to option or  Restricted  Stock
awards  may be  appropriately  adjusted).  For  purposes  of the  preceding
sentence, the decrease in market price of Common Stock may be determined in
any manner the Committee deems reasonable, including the comparison of such
market price immediately before and immediately after the event giving rise
to any such decrease, subject to Internal Revenue Service requirements.

         Adjustments  under this Section 15 shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
and  the  Committee  in its  discretion  in  making  such  adjustments  may
disregard fractional shares.

SECTION 16. AMENDMENTS AND TERMINATIONS

         Unless  the  Plan  shall   theretofore  have  been  terminated  as
hereinafter  provided,  the Plan shall  terminate on, and no award shall be
granted after,  November 7, 1994.  The Plan may be terminated,  modified or
amended  by the  shareholders  of  Ashland.  The  Board  may,  at any time,
terminate,  modify  or amend  the Plan in such  respects  as it shall  deem
advisable;  provided,  however, that the Board may not, without approval by
the holders of a majority of the  outstanding  shares of stock  present and
voting at any annual or special  meeting of  shareholders  of Ashland,  (i)
increase (except as provided in Section 15) the maximum number of shares as
to which  options or Restricted  Stock may be granted under the Plan,  (ii)
change the class of employees  eligible to receive  options and  Restricted
Stock awards,  (iii) change the manner of  determining  the minimum  option
prices other than to change the manner of determining the fair market value
of the Common  Stock as set forth in  Section 6, or (iv)  extend the period
during  which  options  or  Restricted  Stock  awards  may  be  granted  or
exercised.  No  termination,  modification  or  amendment  of the Plan may,
without the consent of the employee to whom any option or Restricted  Stock
award shall  theretofore have been granted,  adversely affect the rights of
such employee under such option or Restricted Stock award.

SECTION 17. EFFECTIVENESS OF THE PLAN

         The Plan shall be  effective  on November 8, 1984,  subject to its
ratification  by the holders of a majority  of the shares of Ashland  stock
present  and voting at the Annual  Meeting  of  Shareholders  of Ashland on
January 31,  1985  or  such  other  date  fixed  for  the  next  meeting  of
shareholders or any adjournment or postponement  thereof. The Committee may
in its discretion  authorize the granting of options and  Restricted  Stock
awards,  the exercise of which shall be expressly subject to the conditions
that (a) the Plan shall have been  approved or ratified as aforesaid by the
shareholders  of Ashland,  (b) the shares of Common Stock to be issued upon
the exercise of options granted under the Plan shall have been duly listed,
upon official notice of issuance,  upon the New York Stock Exchange and (c)
a Registration Statement under the Securities Act of 1933, as amended, with
respect to such shares shall have become effective.

SECTION 18. TIME OF GRANTING OPTIONS AND RESTRICTED STOCK AWARDS

         Nothing contained in the Plan or any resolutions  adopted or to be
adopted by the Board of Directors of Ashland or the shareholders of Ashland
shall  constitute  the  granting  of any option or  Restricted  Stock award
hereunder.  Options and Restricted Stock awards shall be granted  hereunder
only by action of or pursuant to the  authority  of the  Committee  and the
date of grant shall be the date fixed in the  determination  thereof by the
Committee;  provided, however, that no participant shall have any rights in
respect of such grant  unless and until he or she shall have  executed  and
delivered an option or  employment  agreement,  as the case may be, in form
and substance satisfactory to the Committee.

SECTION 19. USE OF CERTAIN TERMS

         Options,  SARs and Restricted  Stock awards granted under the Plan
shall be binding upon  Ashland,  its  successors  and  assigns.  Unless the
context otherwise requires,  the terms used in the Plan which correspond to
like terms  defined in  Sections  421 and 424,  inclusive,  of the Code and
regulations and revenue rulings  applicable thereto shall have the meanings
attributed to them in said sections of such Code.