Exhibit 10.7

                    SEPARATION AGREEMENT AND GENERAL RELEASE


     THIS SEPARATION  AGREEMENT AND GENERAL RELEASE  ("Agreement")  is made
and entered into this ____day of _______________, 2002 by and between James
R.  Boyd (the  "Employee")  and  Ashland  Inc.  (herein  the  "Company"  or
"Ashland").

W I T N E S S E T H:

     WHEREAS,  Employee has been  employed by the Company from December 31,
1981 to the present; and

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

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

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

     2. Employee  represents,  understands,  and agrees that on January 31,
2002  ("Release  Date"),  he will be released from active  employment  with
Ashland  Inc.   His   employment   will   terminate  on  January  31,  2004
("Termination Date"), and he will be eligible to retire from the Company on
February 1, 2004 ("Retirement Date").

     3. Employee represents that he has not filed any complaints or charges
or lawsuits against the Company with any governmental  agency or any court,
and that he will not do so at any time hereafter;  provided,  however, this
shall not limit  Employee  from  filing a lawsuit  for the sole  purpose of
enforcing Employee's rights under this Agreement.

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

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

                                                 Employee Initials:________
                                                                     Page 1
<PAGE>


     6. Employee  understands and agrees that,  effective as of his Release
Date, he is no longer  authorized to incur any expenses or  obligations  or
liabilities  on behalf of the Company.  However,  Ashland may, from time to
time during the Payroll  Continuation  Period (as defined in Attachment I),
request  Employee to perform  services of the nature and type he  performed
during his service with  Ashland,  and  Employee  will be  responsive  on a
reasonable basis to the requests of Ashland.

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

     8. Employee  agrees that during the course of his employment  with the
Company he has  acquired  Company  Information  as defined in  Paragraph 7.
Employee  understands  and agrees that such  Company  Information  has been
disclosed  to Employee  in  confidence  and for Company use only.  Employee
understands  and  agrees  that he (i) will  keep such  Company  Information
confidential at all times during and after his employment with the Company,
(ii) will not  disclose or  communicate  Company  Information  to any third
party, and (iii) will not make use of Company Information on Employee's own
behalf,  or on  behalf  of any  third  party.  In  view  of the  nature  of
Employee's  employment and the nature of Company Information which Employee
has received during the course of his employment,  Employee agrees that any
unauthorized  disclosure to third parties of Company  Information  or other
violation,   or  threatened  violation,   of  this  Agreement  would  cause
irreparable damage to the trade secret status of Company Information and to
the Company.  When Company  Information  becomes generally available to the
public other than by Employee's acts or omissions,  it is no longer subject
to these restrictions.  However, Company Information shall not be deemed to
come under this  exception  merely  because it is embraced by more  general
information  that is or becomes  generally  available to the public.  It is
understood  that,  if  requested  by  Employee,  the Company may review and
approve  the  Employee's  resume to assure  there is no  violation  of this
Paragraph 8, which approval shall not be unreasonably withheld.

     9. During the Payroll Continuation Period and for a period of one year
after Employee's  Termination  Date (the  "non-compete  period"),  Employee
shall not, without  Ashland's prior written consent,  accept a directorship
or employment  with,  engage in consulting for or otherwise render services
for,  make  investments  in, or  otherwise  engage  in any  other  business
activity with, any corporation, partnership, firm or other form of business
enterprise which competes, both as to the type of activity and geographical
location, with any business of the Company. However,  Employee's

                                                 Employee Initials:________
                                                                     Page 2

<PAGE>


     ownership,  directly or indirectly, of issued and outstanding stock or
debt  obligations  of any  corporation,  which  are  regularly  traded on a
national securities exchange or in the  over-the-counter  market, shall not
be deemed to be a violation  of this  Agreement  so long as such  ownership
does not,  directly or indirectly,  permit Employee to control the business
and  affairs of such  corporation.  Employee  further  agrees  that for the
non-compete  period,  Employee  will  not  interfere  with or  disrupt  the
relationship,  contractual  or  otherwise,  with respect to the business or
employment relationship between the Company or its successors and any other
party, including other employees of the Company or its successors. Employee
agrees  that  these  restrictions  are  reasonable,  and  that  they do not
unreasonably    preclude   Employee   from   being   gainfully    employed.
Notwithstanding,   Employee  shall  also  be  subject  to  the  non-compete
provisions of paragraph  4.04 of Ashland's  Supplemental  Early  Retirement
Plan.



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

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

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

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

     14.  Employee  represents  and agrees that he has  carefully  read and
fully  understands  all of the  provisions  of this  Agreement,  that he is
voluntarily  entering into this  Agreement,  and that he has had sufficient
time before signing this Agreement to consult with counsel.

     15.  As a  material  inducement  to the  Company  to enter  into  this
Agreement,   Employee  hereby  irrevocably  and  unconditionally  releases,
acquits,  and forever  discharges Company and each of the Company's owners,
stockholders,   predecessors,   successors,   assigns,  agents,  directors,
officers, employees,  representatives,  attorneys,

                                                 Employee Initials:________
                                                                     Page 3
<PAGE>


     divisions,  subsidiaries,  affiliates,  and  all  persons  acting  by,
through, under, or in concert with any of them (collectively  "Releasees"),
jointly and  individually,  from any and all charges,  complaints,  claims,
liabilities,  obligations,  promises, agreements,  controversies,  damages,
actions,  causes of action, suits, rights,  demands,  costs, losses, debts,
and expenses (including attorneys' fees and costs actually incurred) of any
nature  whatsoever,  including,  but not limited to, any claims of wrongful
discharge or any other claim related to Employee's employment or to acts or
omissions of the Company  involving  Employee or of rights  under  federal,
state,  or local laws  prohibiting  age or other  forms of  discrimination,
claims  growing  out  of any  legal  restrictions  on  Company's  right  to
terminate its employees ("Claim" or "Claims") arising out of any actions or
events  occurring  before the date of Employee's  execution of this Release
against each or any of the Releasees.  Examples of such federal,  state, or
local law, rule, or regulation  regarding  discrimination  include, but are
not limited to, any claims  arising under Title VII of the Civil Rights Act
of  1964,  42  U.S.C.  Section  2000e et seq.,  the Age  Discrimination  in
Employment Act, 29 U.S.C.  Section 621 et seq., or the Workers'  Adjustment
and  Retraining  Notification  (WARN) Act, 29 U.S.C.  Section  2101 et seq.
These examples  shall not limit the scope of this Release.  This Release is
intended to be a broad release and shall apply to any relief, no matter how
denominated,  including,  but not limited to, claims for future employment,
rights or causes of action for  wages,  backpay,  front  pay,  compensatory
damages, or punitive damages. Employee also agrees that he will not file or
permit to be filed on his behalf any such claim and Employee  hereby agrees
to   indemnify   and  hold   Releasees   harmless   from  any  such  claim.
Notwithstanding  anything to the contrary in this  paragraph  15,  Employee
does not release any claim he may have under any  employee  benefit plan in
which he was a participant  during his employment  with the Company for the
payment of a benefit thereunder to which he would be entitled in accordance
with its terms in the ordinary  course of the  administration  of the Plan.
Further,  Employee  does not  release  any  rights  of  indemnification  as
provided under the Company's By-laws or policies.


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

     17.  Employee  understands  and agrees  that  Employee  has been given
through  February  8,  2002  (the  "Review  Period"),  which  is  at  least
twenty-one (21) days, to review and consider this General Release. Employee
understands that Employee may use as much or as little of the Review Period
as Employee wishes to prior to reaching a decision regarding the signing of
this  General  Release.   However,  Employee  acknowledges  that  under  no
circumstances  may  Employee  sign and date this General  Release  prior to
Employee's Release Date. Accordingly, Employee understands that if Employee
does not sign, date, and return this General Release during that portion of

                                                 Employee Initials:________
                                                                     Page 4
<PAGE>

     the Review Period falling after  Employee's  Release Date and prior to
the expiration of the Review Period,  the General Release will not be valid
and  Employee  will not receive the special  severance  benefits  under the
terms of this special severance offer.

     18. In accordance with federal law, Employee may revoke this Agreement
at any time within seven (7) calendar  days of the date of execution  noted
below. To be effective,  the revocation must be in writing and delivered to
Philip W. Block,  Administrative  Vice President,  Human  Resources,  50 E.
RiverCenter Boulevard, Covington, either by hand or mail within a seven (7)
day period following Employee's  execution of this Agreement.  If delivered
by mail, the rescission must be:

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

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

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

     20. Upon execution by both parties, this Agreement shall terminate all
prior  employment  and  severance  agreements  between the Employee and the
Company and its divisions or subsidiaries.

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

     22. It is agreed that this  Separation  Agreement and Release shall be
interpreted in accordance with the laws of the State of Kentucky.

         -----------------------------------------------------------

                                                 Employee Initials:________
                                                                     Page 5


<PAGE>


                                IMPORTANT NOTICE

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

                                                     ASHLAND INC.


                                            By:      __________________________

                                            Title:   __________________________



                                                     --------------------------
                                                     JAMES R. BOYD


                                                     --------------------------
                                                     Date of Execution


                                                 Employee Initials:________
                                                                     Page 6

<PAGE>


Name:  JAMES R. BOYD
Date of Presentation:

Attachment 1

                               RETIREMENT ELIGIBLE
                    SUMMARY OF PAYROLL CONTINUATION BENEFITS,
                 EMPLOYEE BENEFITS AND MISCELLANEOUS PROVISIONS

SPECIAL PAYROLL CONTINUATION BENEFITS

     On January 31, 2002 (your "Release Date"), your active employment will
end and you will become an employee without regularly assigned duties.

     After  your  Release  Date,  you  will  receive  payroll  continuation
payments  based on your  current rate of base pay  commencing  on the first
regularly  scheduled  pay date of  Ashland  employees  occurring  after the
effective  date of this  Agreement,  and ending on January  31,  2004 (your
Termination  Date). You will then be eligible to retire on February 1, 2004
(your "Retirement Date").

     The  length of your  payroll  continuation  payments  is  called  your
"Payroll Continuation Period."

     During your Payroll  Continuation  Period you will  receive  bi-weekly
payments of your base pay, less  applicable  withholding of taxes,  etc. If
you should die during  this  period,  all  remaining  payroll  continuation
payments  will be made in a lump sum to your  estate.  During your  Payroll
Continuation  Period,  your participation in the Company's employee benefit
plans  (except as otherwise  stated  herein) will continue as if you were a
regular, active employee. Your employment termination date will be the last
day of your Payroll Continuation Period (your "Termination Date").

     The following  provisions  summarize  the terms and  conditions of the
employee  benefit plans  available to you during your Payroll  Continuation
Period.  The actual terms of these plans are in their plan  documents.  You
should refer to the relevant  summary plan description for more information
on a particular plan.

SEPARATION AGREEMENT AND GENERAL RELEASE

     Program benefits will not begin until you have executed the Separation
Agreement  and  Release  and it becomes  valid.  If you do not  execute the
Separation  Agreement  and  Release,  you  will  not  receive  any  payroll
continuation  payments and your  Termination  Date from employment with the
company will be your Release Date.

                                                 Employee Initials:________
                                                                     Page 7
<PAGE>


PENSION PLAN

     Your rights  under the Pension Plan will be  determined  based on your
age,  years  of  plan  participation,  and  final  average  salary  on your
Termination  Date.  Therefore,  you will receive service credit during your
Payroll  Continuation  Period  and this  service  will  count  towards  the
computation of your pension benefit.  You will be eligible for an immediate
pension benefit commencing as of the first day of the month coincident with
or next following your Termination Date if either of the following applies:
on your  Termination  Date you are at least age 55; or on your  Termination
Date the sum of your age and years of  continuous  service  is at least 80.
Payment  of  your  pension   benefit   cannot  begin  before  your  Payroll
Continuation Period ends.

LIFE INSURANCE

     If you have not  waived  your  coverage,  your  non-contributory  life
insurance (equal to your annual base salary rate on your Release Date) will
continue during your payroll  continuation  period. If you waived your life
insurance  coverage  before your Release Date, you will continue to receive
the credit for waiving that  coverage  through  your  Payroll  Continuation
Period. You will not be allowed to reinstate your non-contributory coverage
should an annual enrollment occur during your Payroll  Continuation Period.
If you are in this  situation,  you will not be  eligible  for  group  life
coverage as a retiree.

     The level of your contributory life coverage in effect on your Release
Date will also  continue  during your  payroll  continuation  period at the
contribution rate for active employees of your age. You will not be allowed
to increase the level of your  contributory  life coverage.  If you did not
have  contributory  life coverage  before your Release Date you will not be
allowed to elect any such coverage after your Release Date.

     The level of any spouse and dependent  child life  insurance  coverage
you had on your  Release  Date  will  also  continue  during  your  payroll
continuation  period at the contribution  rate for active employees of your
age.  You will not be  allowed  to  increase  the  level of such  spouse or
dependent child life insurance  coverage.  You also will not be able to add
any spouse or dependent  child life coverage after your Release Date if you
did not have that coverage before your Release Date.

     You also have accidental  death and  dismemberment  insurance equal to
the amount of non-contributory  and contributory life insurance during your
payroll continuation period.

     If you  want to  decrease  or  cancel  your  contributory,  spouse  or
dependent child coverage,  call the Benefits  Counselors at (800) 782-4669.
You can make this kind of change within 45 days of your Release  Date.  You
can reduce your coverage as previously  described at other times if allowed
under the terms of the plan.

     If you  are at  least  age 55 or the  sum of your  age  and  years  of
continuous service is at least 80, you have 5 years of service, and you had
plan  coverage  on  your  Termination

                                                 Employee Initials:________
                                                                     Page 8
<PAGE>

     Date,  you will be eligible for  company-paid  retiree  life  coverage
equal to $10,000.  Contributory coverage, spouse coverage,  dependent child
coverage  and  accidental  death  and  dismemberment  coverage  end at your
Termination Date.

MEDICAL AND DENTAL

     If you are  enrolled  in the  Medical or Dental  plan on your  Release
Date,  you will be  eligible  to continue  your  participation  during your
Payroll  Continuation  Period at the same contribution rates which apply to
regular,  active  employees.  If you waived your medical or dental coverage
before your  Release  Date,  you will  continue  to receive the  applicable
credit for waiving that coverage through your Payroll  Continuation Period.
You will be allowed to enroll in the plan or plans for which you had waived
coverage  during your Payroll  Continuation  Period on the same basis as an
active employee. This could happen if an annual enrollment occurred and you
were still on Payroll  Continuation  during the next year.  This could also
occur if you  experience  an election  change  event  during  your  Payroll
Continuation  Period.  You  should  refer  to  the  relevant  summary  plan
description for more information.

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

     If you  elect  retiree  coverage,  it  would  begin at the end of your
Payroll Continuation Period. Your retiree contributions would be determined
using your service to your Termination Date.

     Although you may be eligible to elect  retiree  coverage,  federal law
requires that COBRA  continuation  coverage also be offered for the plan or
plans in which you were covered.  If the amount you have to pay for retiree
coverage is greater  than what you paid for the same  coverage as an active
employee,  you can choose to elect the COBRA continuation  coverage instead
of the  retiree  coverage.  You will  receive  a  written  summary  of your
options. If you choose the COBRA continuation coverage you need to be aware
of two items.  First,  coverage  during your  Payroll  Continuation  Period
counts towards your maximum period of continued  coverage under COBRA. That
maximum period is 18 months for a reduction in working hours, which is what
occurred on your Release  Date.  Therefore,  if your  Payroll  Continuation
Period  is  equal  to or  greater  than 18  months,  you  will not have the
opportunity to elect COBRA. Second, elected COBRA coverage is for a limited
duration,  while  retiree  medical  coverage  may last for life and retiree
dental  coverage may last until the end of the month in which you reach age
65.

                                                 Employee Initials:________
                                                                     Page 9
<PAGE>


REIMBURSABLE ACCOUNTS PLAN

     During your Payroll  Continuation  Period you may  participate in both
the Dependent Day and Health Care Accounts under the Reimbursable  Accounts
Plan on the same  basis as an  active  employee.  Your  participation  only
continues for the remainder of the calendar year in which your Release Date
occurs. Your participation will end earlier if your Termination Date occurs
before the end of that calendar  year. In that event,  though,  you will be
eligible to elect COBRA  continuation  coverage  for the  remainder of that
calendar year. A COBRA  continuation of coverage  election may only be made
with respect to a Health Care Account election.

     Any amount you have remaining in the Dependent Care Account and/or the
Health Care  Account is available  to  reimburse  you for covered  services
incurred  before  the end of the  month in which  your  coverage  under the
particular  account ends. Claims for services performed after this time are
not eligible for  reimbursement.  Claims for reimbursement must be filed by
June 30 in the calendar year  following  your Release Date.  Any amounts in
your accounts that are not used will be forfeited according to IRS rules.


SAVINGS PLAN

     During  your  Payroll  Continuation  Period,  to the  extent  you  are
eligible, you may continue participation in the Savings Plan as if you were
an active  employee.  You may continue to contribute to the Plan by payroll
deduction and continue to receive Company matching contributions  according
to Plan rules.

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

                                                 Employee Initials:_________
                                                                     Page 10
<PAGE>


LESOP

     During   your   Payroll   Continuation   Period   you  will   continue
participation  in the  LESOP as if you were an  active  employee.  The last
allocation  under the LESOP occurred on March 31, 1996.  Therefore,  if you
were  not a  participant  in the  LESOP at that  time,  you do not have any
benefit in that plan. Upon your Termination  Date, you may elect to receive
a  distribution  of your  entire  LESOP  account in cash or shares (if your
spouse  consents)  or you may elect to transfer  50% of your account to the
Pension Plan and receive the  remaining  50% in shares.  If there are fewer
than 100 shares in your account after the  transfer,  then you may elect to
have them distributed in cash. LESOP  distributions are usually made 3 to 4
weeks from the Friday that the Employee Benefits Department  processes your
withdrawal form.

LONG TERM DISABILITY

     You are not eligible to participate in the Long Term  Disability  Plan
during your Payroll Continuation Period. Therefore, if you were enrolled in
that plan, your coverage ends on your Release Date.

VOLUNTARY AD&D

     If  enrolled,  you will  continue to be eligible  for  voluntary  AD&D
coverage during your Payroll  Continuation  Period. Your participation will
end on your Termination Date.

     The level of your coverage on your Release Date will  continue  during
your  payroll  continuation  period  at the  contribution  rate for  active
employees of your age. You will not be allowed to increase the coverage. If
you did not have this  coverage  before your  Release  Date you will not be
allowed to elect any such coverage after your Release Date.

     You may decrease or cancel your coverage as allowed under the terms of
the plan.

OCCUPATIONAL ACCIDENTAL DEATH AND DISMEMBERMENT AND TRAVEL ACCIDENT INSURANCE
PLAN

     Your   coverage   under   the   Occupational   Accidental   Death  and
Dismemberment  Plan and the  Travel  Accident  Insurance  Plan ends on your
Release Date.

VISION COST ASSISTANCE PLAN

     You will remain  eligible  for the Vision  Plan  during  your  Payroll
Continuation Period. If you are enrolled for this coverage,  it will end on
your Termination Date, although you may be able to elect COBRA continuation
of coverage at that time. The COBRA  qualifying  event is the occurrence of
your  Release  Date,  which  constitutes  a  reduction  in  working  hours.
Therefore,  coverage during your Payroll Continuation Period counts towards
your maximum period of continued  coverage under COBRA. That maximum

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     period is 18 months for a reduction in working  hours.  Therefore,  if
your Payroll Continuation Period is equal to or greater than 18 months, you
will not have the opportunity to elect COBRA.
LEGAL PLAN

     You  remain  eligible  for the  Legal  Plan for the  remainder  of the
calendar  year that contains your Release Date if you were enrolled in that
plan at the time of your Release  Date.  You may retain your  enrollment or
initiate  enrollment  during an annual  enrollment  effective  for the next
calendar year if your Payroll  Continuation  Period  extends into that next
calendar year. Your participation ends on your Termination Date. You may be
eligible for coverage for covered  legal  matters that are not completed as
of your  Termination  Date.  Consult  your  summary  plan  description  for
details.

GROUP AUTO AND HOMEOWNERS INSURANCE; LONG TERM CARE

     You will remain  eligible for the group auto and homeowners  insurance
and the long term care insurance during your Payroll  Continuation  Period.
You may continue the relevant  coverage after your  Termination Date on the
same basis as any other former employee.  Continuing that coverage, though,
is strictly between you and the applicable  insurance company that provides
the coverage.


ADOPTION ASSISTANCE PROGRAM

     You remain  eligible for the Adoption  Assistance  Program during your
Payroll  Continuation  Period.   Expenses  that  arise  on  or  after  your
Termination Date are not covered.

GROUP FINANCIAL SERVICES

     You remain eligible for the group financial  services in which you are
enrolled  during  your  Payroll  Continuation  Period.  You may retain your
enrollment or initiate enrollment during an annual enrollment effective for
the next calendar  year if your Payroll  Continuation  Period  extends into
that next calendar year. If you are enrolled for these services at the time
of your  Termination  Date,  you may continue them for the remainder of the
calendar  year if you make  appropriate  arrangements  with the provider to
make any required payments then remaining for the services.

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                            MISCELLANEOUS PROVISIONS

UNUSED VACATION/SICK PAY

     You  will be paid  for any  unused  earned  and  accrued  vacation  in
bi-weekly  payments  following your Release Date based on the amount earned
and  accrued  as of your  Release  Date.  You will not  receive  additional
vacation or sick pay accruals during your Payroll  Continuation  Period and
you will not be paid for any unused sick pay.

CREDIT UNION

     If you are  currently  a member,  you will  continue to be eligible to
fully  participate  in the Credit Union  during your  Payroll  Continuation
Period.  Upon your Termination Date, you will be eligible to participate in
the Credit Union to the same extent as other retirees.

EDUCATIONAL REIMBURSEMENT

     If the  course  has  been  approved  for  reimbursement  prior to your
Release Date and will be completed  within six months of your Release Date,
you will be reimbursed  for approved costs provided you complete the course
within policy guidelines.

To be reimbursed, you must provide the following:

1.   Your name, social security number, complete mailing address
and phone number;

2.   An itemized receipt for tuition and fees issued by the
educational institution;  and

3.  A grade report from the educational institution.

     All of the above  information  should be sent to:  Employee  Services,
Corporate Human Resources, Ashland Inc., 3499 Blazer Parkway, Lexington, KY
40509.

ASHLAND SCHOLARS PROGRAM

     You are eligible to participate in the Ashland Scholars Program during
your  Payroll  Continuation  Period  and  after  your  Termination  Date in
accordance with the program.

SERVICE AWARDS

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

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MATCHING GIFTS

     You are eligible to  participate  in the Matching Gifts Program during
your  Payroll  Continuation  Period  and  after  your  Termination  Date in
accordance with the program.

FITNESS CENTER

     During the Payroll  Continuation  Period, you are eligible to continue
to access the facility. Upon your Termination Date, you will be eligible to
continue to access the facility and participate to the same extent as other
retirees.

UNEMPLOYMENT COMPENSATION

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

EXPENSES

     If you  have  incurred  any  expenses  that  are  reimbursable  by the
Company,  you should submit an approved Expense Report, along with required
receipts, to your supervisor prior to your Release Date.

VERIFICATION OF EMPLOYMENT

     The Company will only verify dates of  employment  and last job title,
department  and  work  location.   The  Company  will  only  release  other
information  concerning  your  employment as required by Company  policy or
law.

EMPLOYEE ASSISTANCE PROGRAM

     Family  Enterprises,  Inc.  will continue to be available for personal
counseling  through your Payroll  Continuation  Period  should you have the
need. They can be contacted by calling (800) 522-6330.

FUTURE CORRESPONDENCE

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

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                        IMPORTANT NOTE ABOUT THIS SUMMARY


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




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<PAGE>


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


STOCK OPTIONS

     Your Ashland Inc.  stock options  shall  continue to vest through your
Payroll Continuation Period. Upon your Termination Date, all vested options
may be exercised for the remaining term of the options.

INCENTIVE COMPENSATION

     You will be eligible to earn incentive  compensation under the Ashland
Inc.  Incentive  Compensation  Plan through your Release  Date. If and when
payments  are  made,  you shall  receive  payment  in cash of any  pro-rata
portion  of  Ashland's  incentive  compensation  bonus  based on  Ashland's
performance through the fiscal year and your current individual performance
rating.

PUP/LTIP

     If and when payments are made, if eligible,  you shall receive payment
in cash of any pro-rata  portion of the  amount(s)  you would have received
under Ashland's  performance  unit/share plans for the 1999-2002 cycle, and
the Long Term  Incentive  Plan for the  2001-2003  cycle and the  2002-2004
cycle.  Payments shall be pro-rated through your Release Date, and based on
actual  Ashland Inc.  measures  (as  specified in the plans and your awards
under  the  plans)  through  the  entire  three or  four-year  plan  cycles
(including adjustments for unusual items).

Deferred Compensation

     During your Payroll  Continuation Period, you may continue to elect to
defer your salary and any IC, PUP, LTIP and ERISA  forfeiture  payments (if
applicable).  Please note fiscal  year 2003 and 2004  salary  payments  and
ERISA  forfeiture  payments will be deferred in accordance with your fiscal
year 2002 deferred compensation plan ("DCP") elections.

     Upon your  Termination  Date, you shall receive  distribution  of your
"DCP"  account(s)  in  accordance  with your DCP  election(s).  Any changes
regarding  the  distribution  of your  DCP  account(s)  must be made by the
earlier  of (i) six  months  prior to the first day of the month  following
your  Termination  Date; or (ii) December 31 preceding the first day of the
month following your Termination Date.

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Financial Planning

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

OUTPLACEMENT ASSISTANCE

     You shall be  eligible  to receive  outplacement  assistance  from Lee
Hecht Harrison as provided in Attachment II to this Agreement.

Administrative ASSISTANCE

     During the Payroll  Continuation  Period,  and for a three year period
thereafter, you will receive an annual payment of Thirty-Thousand ($30,000)
Dollars for your use in securing  office space,  equipment and personnel as
you deem appropriate for your personal and professional use. These payments
shall be in lieu of any such space, equipment or administrative  assistance
being provided to you directly by the Company.

Executive Physicals

     You shall be eligible for an Executive  Physical during calendar years
2002 and 2003.

Pension Plan, Non-qualified Pension Plan and SERP

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


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