(Form of Ashland Inc. Executive Employment Agreement)

Name and Address


Dear _________:

         Ashland Inc.  considers the  establishment  and  maintenance  of a
sound and vital  management to be essential to protecting and enhancing the
best  interest of the Company and its  shareholders.  In this  regard,  the
Company   recognizes   that,  as  is  the  case  with  many   publicly-held
corporations,  the  possibility  of a Change in Control of the Company does
exist and that such possibility,  and the uncertainty and questions which a
Change in Control of the Company may raise among management,  may result in
the departure or  distraction  of management  personnel to the detriment of
the Company and its shareholders.  In addition,  difficulties in attracting
and  retaining  new  senior   management   personnel  may  be  experienced.
Accordingly,  on the  basis  of the  recommendation  of the  Personnel  and
Compensation  Committee  of  the  Board,  the  Board  has  determined  that
appropriate  steps should be taken to reinforce and encourage the continued
attention and  dedication of certain  members of the Company's  management,
including you, to their assigned duties without  distraction in the face of
the potentially disruptive  circumstances arising from the possibility of a
Change in Control of the Company.

         In order to encourage  you to remain in the employ of the Company,
this  Agreement sets forth those benefits which the Company will provide to
you in the event your employment with the Company (1) is terminated without
Cause during the term of this Agreement,  or (2) you resign for Good Reason
following  a Change in  Control  of the  Company  under  the  circumstances
described below.

SECTION A.  DEFINITIONS

         1.       "Agreement" shall mean this letter agreement.

         2.       "Board" shall mean the Company's Board of Directors.

         3.  "Cause"  shall occur  hereunder  only upon (A) the willful and
continued  failure by you  substantially  to perform  your  duties with the
Company (other than any such failure  resulting from your incapacity due to
physical  or  mental  illness)  after  a  written  demand  for  substantial
performance is delivered to you by the Board which specifically  identifies
the  manner  in which the Board  believes  that you have not  substantially
performed your duties,  (B) the willful engaging by you in gross misconduct
materially and demonstrably injurious to the Company after a written demand
to cease such  misconduct  is  delivered  to you by the Board,  or (C) your
conviction of or the entering of a plea of nolo contendre to the commission
of a felony involving moral turpitude.  For purposes of this paragraph,  no
act, or failure to act, on your part shall be considered  "willful"  unless
done,  or  omitted  to be  done,  by you  not in  good  faith  and  without
reasonable  belief that your action or omission was in the best interest of
the Company. Notwithstanding the foregoing, you shall not be deemed to have
been  terminated for Cause unless and until there shall have been delivered
to you a copy of a resolution duly adopted by the  affirmative  vote of not
less than three-quarters of the entire membership of the Board at a meeting
of the Board called and held for the purpose, among others, (after at least
20 days prior notice to you and an opportunity for you,  together with your
counsel,  to be heard  before the Board),  of finding  that (i) in the good
faith  opinion of the Board you failed to perform your duties or engaged in
misconduct as set forth above in subparagraph (A) or (B) of this paragraph,
and that you did not correct  such failure or cease such  misconduct  after
being requested to do so by the Board, or (ii) as set forth in subparagraph
(C) of this paragraph, you have been convicted of or have entered a plea of
nolo contendre to the commission of a felony involving moral turpitude.

         4.  "Change  in Control  of the  Company"  shall be deemed to have
occurred if (i) there shall be consummated (A) any  consolidation,  merger,
or share exchange of the Company in which the Company is not the continuing
or  surviving  corporation  or  pursuant to which  shares of the  Company's
Common Stock would be converted  into cash,  securities or other  property,
other than a merger of the  Company in which the  holders of the  Company's
Common Stock  immediately  prior to the merger have  substantially the same
proportionate  ownership  of  common  stock  of the  surviving  corporation
immediately after the merger, or (B) any sale, lease,  exchange or transfer
(in  one  transaction  or a  series  of  related  transactions)  of  all or
substantially  all the assets of the Company,  or (ii) the  shareholders of
the  Company  shall  approve any plan or proposal  for the  liquidation  or
dissolution of the Company, or (iii) any Person,  other than the Company or
a Subsidiary  thereof or any employee benefit plan sponsored by the Company
or a Subsidiary  thereof,  shall become the  beneficial  owner  (within the
meaning of Rule 13d-3 under the Exchange  Act) of securities of the Company
representing 15% or more of the combined voting power of the Company's then
outstanding  securities  ordinarily  (and apart  from  rights  accruing  in
special  circumstances)  having  the  right  to  vote  in the  election  of
directors,  as  a  result  of a  tender  or  exchange  offer,  open  market
purchases, privately-negotiated purchases or otherwise, or (iv) at any time
during  a  period  of two (2)  consecutive  years,  individuals  who at the
beginning of such period  constituted  the Board shall cease for any reason
to  constitute  at least a majority  thereof,  unless the  election  or the
nomination for election by the Company's  shareholders of each new director
during such two-year  period was approved by a vote of at least  two-thirds
of the directors  then still in office who were  directors at the beginning
of such two-year period.

         5.   "COBRA"   shall   mean  the   Consolidated   Omnibus   Budget
Reconciliation Act, as amended.

         6. "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Company.

         7.  "Company"  shall mean Ashland  Inc.  and any  successor to its
business  and/or assets which executes and delivers the agreement  provided
for in Section F,  paragraph 1 hereof or which  otherwise  becomes bound by
all the terms and provisions of this Agreement by operation of law.

         8.  "Competitive  Activity" shall have the meaning as set forth in
Section C, paragraph 2.

         9. "Competitive  Operation" shall have the meaning as set forth in
Section C, paragraph 2.

         10. "Confidential  Information" shall mean information relating to
the  Company's,  its  divisions' and  Subsidiaries'  and their  successors'
business practices and business interests,  including,  but not limited to,
customer and supplier  lists,  business  forecasts,  business and strategic
plans,  financial and sales information,  information relating to products,
process, equipment,  operations,  marketing programs,  research, or product
development,  engineering records, computer systems and software, personnel
records or legal records.

         11. "Date Of  Termination"  shall mean:  (A) if this  Agreement is
terminated for Disability, thirty (30) days after the Notice of Termination
is given by the Company to you  (provided  that you shall not have returned
to the  performance of your duties on a full-time  basis during such thirty
(30) day period),  (B) if your  employment is terminated for Good Reason by
you,  the date  specified  in the  Notice of  Termination,  and (C) if your
employment is terminated  for any other reason,  the date on which a Notice
of Termination is received by you unless a later date is specified.

         12.  "Disability"  shall  occur  when:  if,  as a  result  of your
incapacity  due to physical or mental  illness,  you shall have been absent
from your duties with the Company for six (6) consecutive  months and shall
not have  returned to full-time  performance  of your duties  within thirty
(30) days after written notice is given to you by the Company.

         13. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         14. "Excise Tax" shall have the meaning as set forth in Section E.

         15.      "Good Reason" shall mean:

         (a) without your express  written  consent,  the assignment to you
         after  a  Change  in  Control  of  the  Company,   of  any  duties
         inconsistent with, or a significant diminution of, your positions,
         duties,  responsibilities  or status with the Company  immediately
         prior to a Change in Control of the Company,  or a  diminution  in
         your titles or offices as in effect  immediately prior to a Change
         in Control  of the  Company  or any  removal  of you from,  or any
         failure to reelect you to, any of such positions;

         (b) a  reduction  by the  Company  in your  base  salary in effect
         immediately  prior to a Change  in  Control  of the  Company  or a
         failure by the Company to increase  (within fifteen months of your
         last  increase in base  salary) your base salary after a Change in
         Control  of  the  Company  in an  amount  which  is  substantially
         similar, on a percentage basis, to the average percentage increase
         in base salary for all  corporate  officers of the Company  during
         the preceding twelve (12) months;

         (c) the  failure by the  Company to continue in effect any thrift,
         stock  ownership,  pension,  life  insurance,  health,  dental and
         accident or disability plan in which you are  participating or are
         eligible to  participate at the time of a Change in Control of the
         Company  (or  plans  providing  you  with  substantially   similar
         benefits), except as otherwise required by the terms of such plans
         as in effect at the time of any Change in Control of the  Company,
         or the taking of any action by the Company  which would  adversely
         affect your  participation  in or materially  reduce your benefits
         under any of such  plans or  deprive  you of any  material  fringe
         benefits  enjoyed  by you at the time of the  Change in Control of
         the  Company or the failure by the Company to provide you with the
         number  of  paid  vacation  days to  which  you  are  entitled  in
         accordance with the vacation  policies of the Company in effect at
         the  time  of a  Change  in  Control  of  the  Company,  unless  a
         comparable plan is substituted therefor;

         (d) the failure by the Company to continue in effect any incentive
         plan or arrangement  (including without limitation,  the Company's
         Incentive  Compensation  plan,  annual bonus and contingent  bonus
         arrangements  and  credits  and the right to  receive  performance
         awards and similar incentive  compensation  benefits) in which you
         are  participating  at the  time of a  Change  in  Control  of the
         Company (or to substitute and continue other plans or arrangements
         providing  you with  substantially  similar  benefits),  except as
         otherwise  required by the terms of such plans as in effect at the
         time of any Change in Control of the Company;

         (e) the  failure by the  Company to continue in effect any plan or
         arrangement  to  receive  securities  of the  Company  (including,
         without  limitation,  any  plan  or  arrangement  to  receive  and
         exercise  stock options,  stock  appreciation  rights,  restricted
         stock or grants thereof or to acquire stock or other securities of
         the  Company)  in  which  you are  participating  at the time of a
         Change in Control of the Company (or to  substitute  and  continue
         plans or  arrangements  providing you with  substantially  similar
         benefits), except as otherwise required by the terms of such plans
         as in effect at the time of any Change in Control of the  Company,
         or the taking of any action by the Company  which would  adversely
         affect your  participation  in or materially  reduce your benefits
         under any such plan;

         (f) the relocation of the Company's principal executive offices to
         a location outside the Covington,  Kentucky area, or the Company's
         requiring  you to be based  anywhere  other  than at your  current
         location or at the location of the Company's  principal  executive
         or divisional offices, except for required travel on the Company's
         business to an extent  substantially  consistent with your present
         business travel  obligations,  or, in the event you consent to any
         such relocation of the Company's principal executive or divisional
         offices,  the failure by the Company to pay (or reimburse you for)
         all  reasonable  moving  expenses  incurred  by you  relating to a
         change  of  your  principal  residence  in  connection  with  such
         relocation  and to indemnify  you against any loss (defined as the
         difference between the actual sale price of such residence and the
         greater of (a) your aggregate investment in such residence, or (b)
         the  fair  market  value  of  such   residence  as  determined  by
         Relocation   Properties   Management  LLC  or  other  real  estate
         appraiser  reasonably  satisfactory  to both you and the  Company)
         realized in the sale of your  principal  residence  in  connection
         with any such change of residence;

         (g) any breach by the Company of any  material  provision  of this
         Agreement; or

         (h) any  failure by the Company to obtain the  assumption  of this
         Agreement by any successor or assign of the Company.

         16.  "Gross-up  Payment"  shall  have the  meaning as set forth in
Section E.

         17.  "Notice  of  Termination"  shall  mean a notice  which  shall
indicate the specific  termination  provision in this Agreement relied upon
and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for  termination  of your  employment  under the
provision so indicated.

         18. "Payment" shall have the meaning as set forth in Section E.

         19.  "Person"  shall have the meaning as set forth in the Sections
13(d) and 14(d)(2) of the Exchange Act.

         20.  "Qualifying  Termination"  shall mean the termination of your
employment after a Change in Control of the Company while this Agreement is
in  effect,  unless  such  termination  is (a) by reason  of your  death or
Disability, (b) by the Company for Cause, or (c) by you other than for Good
Reason.

         21. "Salary  Continuation Period" shall have the meaning set forth
in Section C, paragraph 1.

         22. "Subsidiary" shall mean any corporation of which more than 20%
of the  outstanding  capital stock having  ordinary voting power to elect a
majority of the board of directors  of such  corporation  (irrespective  of
whether or not at the time  capital  stock of any other class or classes of
such  corporation  shall or might have voting power upon the  occurrence of
any  contingency)  is at the  time  directly  or  indirectly  owned  by the
Company,  by the Company and one or more other  Subsidiaries,  or by one or
more other Subsidiaries.

SECTION B.  TERM AND BENEFITS

         This Agreement  shall be in effect for two years from the date you
accept this Agreement and shall  automatically renew for successive two (2)
year  periods  on the  first  day of  each  month.  This  Agreement  may be
terminated by either party provided that at least fifteen (15) days advance
written  notice is given by either party to the other party hereto prior to
the  commencement  of the next succeeding two (2) year period at which time
the Agreement  shall  terminate at the end of the next  succeeding  two (2)
year period. During the term of employment  hereunder,  you agree to devote
your full  business  time and  attention to the business and affairs of the
Company and to use your best  efforts,  skills and abilities to promote its
interests.

         In the event of your retirement, at your election or in accordance
with the Company's generally applicable  retirement policies,  as in effect
from time to time, this Agreement shall  automatically  terminate,  without
additional  notice to you,  as of the  effective  date of your  retirement.
Notwithstanding  the first  sentence  of this  paragraph  and the first and
second  sentences  of this Section B, if a Change in Control of the Company
should  occur while you are still an employee of the Company and while this
Agreement is in effect,  then this Agreement  shall continue in effect from
the date of such  Change  in  Control  of the  Company  for a period of two
years. Prior to a Change in Control of the Company,  your employment may be
terminated  by the  Company  for Cause at any time  pursuant to a Notice of
Termination.  In such  event,  you shall not be  entitled  to the  benefits
provided  hereunder.  No benefits  shall be payable  hereunder  unless your
employment is terminated without Cause or there shall have been a Change in
Control of the Company and your employment by the Company shall  thereafter
terminate in accordance with Section D hereof.

SECTION C.  TERMINATION PRIOR TO CHANGE IN CONTROL

         1.  Compensation  Prior  to  a  Change  in  Control.  If  you  are
terminated by the Company  without Cause during the term of this  Agreement
and prior to a Change in Control of the  Company,  you shall be entitled to
receive:

         (a)  payment  of your  highest  salary  during  the prior two year
         fiscal  years  preceding  the  fiscal  year in which  your Date of
         Termination  occurs for a period of two (2) years  after your Date
         of Termination ("Salary Continuation Period");

         (b)  continuation of your and your eligible  dependents'  existing
         participation  at regular  employee  rates, in effect from time to
         time, in all of the Company's medical, dental and group life plans
         or programs in which you were  participating  immediately prior to
         your Date of Termination  during the Salary  Continuation  Period,
         after which time you and your eligible dependents will be eligible
         for  coverage  under  COBRA.  In the  event  that  your  continued
         participation  in any such plan or program is for whatever  reason
         impossible,  the Company  shall arrange upon  comparable  terms to
         provide you with benefits substantially equivalent on an after tax
         basis to those  which you and your  eligible  dependents  are,  or
         become, entitled to receive under such plans and programs;

         (c) if and when payments are made, payment in cash of any pro-rata
         portion (up through your Date Of  Termination)  of any amounts you
         would have  received  under the Company's  performance  unit/share
         plans, incentive compensation plan and any other similar executive
         compensation  plan in  which  you were a  participant  immediately
         prior to your Date of Termination; and

         (d)  outplacement   services  historically  offered  to  displaced
         employees by the Company  under  substantially  the same terms and
         fee structure as is consistent with an employee in your position.

However,  in the event that your  employment with the Company is terminated
during the term of this  Agreement  and prior to a Change in Control of the
Company and such termination is not a termination without Cause (including,
without  limitation,  termination by reason of your voluntary  termination,
retirement,  death, or Disability), or if your employment is terminated for
Cause  during  the term of this  Agreement,  you shall not be  entitled  to
receive any benefits under this Agreement.

         2. Competitive  Activity.  In consideration of the foregoing,  you
agree  that  if your  employment  is  terminated  during  the  term of this
Agreement  and prior to a Change in Control of the  Company,  then during a
period ending six (6) months  following your Date of Termination  you shall
not engage in any Competitive Activity;  provided, you shall not be subject
to the foregoing obligation if the Company breaches a material provision of
this  Agreement.  If you engage in any  Competitive  Activity  during  that
period,  the Company  shall be entitled to recover any benefits paid to you
under  this  Agreement.  For  purposes  of  this  Agreement,   "Competitive
Activity" shall mean your participation, without the written consent of the
General Counsel of the Company, in the management of any business operation
of any enterprise if such operation (a "Competitive  Operation") engages in
substantial and direct  competition  with any business  operation  actively
conducted by the Company or its divisions and  Subsidiaries on your Date of
Termination.  For purposes of this paragraph, a business operation shall be
considered a  Competitive  Operation if such  business  sells a competitive
product or service which constitutes (i) 15% of that business's total sales
or (ii) 15% of the total sales of any individual  subsidiary or division of
that  business  and,  in either  event,  the  Company's  sales of a similar
product or service constitutes (i) 15% of the total sales of the Company or
(ii) 15% of the total sales of any individual Subsidiary or division of the
Company.  Competitive  Activity shall not include (i) the mere ownership of
securities in any enterprise,  or (ii)  participation  in the management of
any enterprise or any business operation thereof,  other than in connection
with a Competitive Operation of such enterprise.

         3. Release.  In exchange for the benefits  herein,  you completely
release the Company to the fullest extent  permitted by law from all claims
you may have against the Company on your Date of Termination  except claims
related to (a) claims for  benefits  to which you are  entitled  under this
Agreement and (b) any  applicable  worker's  compensation  or  unemployment
compensation laws.

SECTION D.  TERMINATION FOLLOWING CHANGE IN CONTROL

         1.  Qualifying  Termination.  If your  termination is a Qualifying
Termination,  you shall be entitled to receive the  payments  and  benefits
provided in this Section.

         2.  Notice  of  Termination.  Except as  provided  in  Section  F,
paragraph  1, any  termination  of your  employment  following  a Change in
Control  of  the  Company  shall  be  communicated  by  written  Notice  of
Termination to the other party hereto.  No  termination  shall be effective
without such Notice of Termination.

         3.       Compensation Upon Termination After a Change in Control.

         (a) If your  termination  is a  Qualifying  Termination,  then the
         Company shall pay to you as severance  pay (and without  regard to
         the  provisions of any benefit or incentive  plan),  in a lump sum
         cash  payment  on the  fifth  (5th)  day  following  your  Date of
         Termination,  an amount  equal to three (3) times the  highest  of
         your annual compensation (including annual incentive compensation)
         paid or payable in  respect  of the prior  three (3) fiscal  years
         preceding the fiscal year in which your Date of Termination occurs
         or, if greater,  the prior three (3) fiscal  years  preceding  the
         fiscal year in which the Change in Control of the Company occurs.

         (b) If your termination is a Qualifying  Termination,  the Company
         shall,  in addition  to the  payments  required  by the  preceding
         paragraph:

                  (i) provide for  continuation  of your and your  eligible
                  dependents'  participation  at regular employee rates, in
                  effect  from  time  to  time,  in all  of  the  Company's
                  medical, dental and group life plans or programs in which
                  you were participating  immediately prior to your Date of
                  Termination for a period of three years from your Date of
                  Termination,  after  which  time  you and  your  eligible
                  dependents  will be eligible for coverage under COBRA. In
                  the event that your continued  participation  in any such
                  plan or program is for whatever  reason  impossible,  the
                  Company  shall arrange upon  comparable  terms to provide
                  you with  benefits  substantially  equivalent on an after
                  tax basis to those which you and your eligible dependents
                  are, or become,  entitled to receive under such plans and
                  programs;

                  (ii) provide for full payment in cash of any  performance
                  unit/share   awards   in   existence   on  your  Date  of
                  Termination  less  any  amounts  paid  to you  under  the
                  applicable  performance  unit/share plan upon a Change in
                  Control of the Company pursuant to the provisions of such
                  plan;

                  (iii)  provide  for  payment  in  cash  of any  incentive
                  compensation  (a) for the fiscal  year  during  which the
                  Change in Control of the Company  occurred  and any prior
                  fiscal years for which you have not yet received payment,
                  and (b) payment of incentive  compensation for the fiscal
                  year in which your Date of Termination  occurs calculated
                  as the greater of (x) the highest incentive  compensation
                  amount  you were  awarded  in the last (3)  three  fiscal
                  years  preceding  the  fiscal  year in which your Date of
                  Termination occurs and (y) 125% of your gross base salary
                  (gross base salary to be  calculated  as of the day prior
                  to the date the Change in Control of the  Company  occurs
                  or, if greater, your Date of Termination);

                  (iv)   provide   benefits  or   compensation   under  any
                  compensation  plan,   arrangement  or  agreement  not  in
                  existence  as  of  the  date  hereof  but  which  may  be
                  established   by  the  Company  prior  to  your  Date  of
                  Termination at such time as payments are made  thereunder
                  to the  same  extent  as if  you  had  been  a  full-time
                  employee on the date such payments  would  otherwise have
                  been made or benefits vested;

                  (v)  if  requested  by  you,   purchase  your   principal
                  residence in accordance with the provisions of Relocation
                  Properties  Management LLC that have historically applied
                  in the  case of  transfers  of the  Company's  employees;
                  provided,  however,  that  the  purchase  price  of  your
                  residence  shall be deemed to be the  greater of (a) your
                  aggregate  investment in such residence,  or (b) the then
                  current fair market value of such residence;

                  (vi) for one (1) year  after  your  Date of  Termination,
                  provide  and pay  for  outplacement  services,  by a firm
                  reasonably acceptable to you, that have historically been
                  offered to displaced  employees  generally by the Company
                  under  substantially  the same terms and fee structure as
                  is  consistent  with an  employee  in your  then  current
                  position (or, if higher, your position  immediately prior
                  to the Change in Control of the Company);

                  (vii) for one (1) year  after  your Date of  Termination,
                  provide and pay for  financial  planning  services,  by a
                  firm reasonably acceptable to you, that have historically
                  been  offered to you under  substantially  the same terms
                  and fee  structure as is  consistent  with an employee in
                  your then current position (or, if higher,  your position
                  immediately  prior  to  the  Change  in  Control  of  the
                  Company);

                  (viii)  pay to you an  amount  equal to the  value of all
                  unused,  earned and  accrued  vacation as of your Date of
                  Termination  pursuant to the Company's policies in effect
                  immediately  prior  to  the  Change  in  Control  of  the
                  Company; and

                  (ix)  provide  for the  immediate  vesting  of all  stock
                  options  held by you,  as of  your  Date of  Termination,
                  under any Company  stock option plan and all such options
                  shall  be  exerciseable  for the  remaining  terms of the
                  options.

        (c)  Unless  otherwise   provided  in  this  Agreement  or  in  the
        applicable  compensation  or  stock  option  plan or  program,  all
        payments  shall be made to you within  thirty  (30) days after your
        Date of Termination. The benefits in this Agreement are in addition
        to all  accrued and vested  benefits  to which you are  entitled to
        under any of the Company's  plans and  arrangements  (to the extent
        accrued and vested  benefits are relevant under the particular plan
        or  arrangement),  including but not limited to, the accrued vested
        benefits to which you are eligible  and  entitled to receive  under
        any  of  the  Company's  qualified  and  non-qualified  benefit  or
        retirement  plans, or any successor plans in effect on your Date of
        Termination  hereunder.  For these  purposes,  accrued  and  vested
        benefits  shall include any extra,  special or additional  benefits
        under such qualified and non-qualified  benefit or retirement plans
        that become due because of the Change in Control.

         (d) You  shall  not be  required  to  mitigate  the  amount of any
         payment  provided for in this Section by seeking other  employment
         or otherwise,  nor shall the amount of any payment provided for in
         this Section be reduced by any  compensation  earned by you as the
         result  of  employment  by  another  employer  after  your Date of
         Termination,  or otherwise. Except as provided herein, the Company
         shall have no right to set off against any amount owing  hereunder
         any claim which it may have against you.

SECTION E.  ADDITIONAL PAYMENTS BY THE COMPANY

         Notwithstanding anything to the contrary in this Agreement, in the
event  that any  payment  or  distribution  by the  Company  to or for your
benefit,  whether paid or payable or distributed or distributable  pursuant
to the terms of this Agreement or otherwise (a "Payment"), would be subject
to the excise tax imposed by Section 4999 of the  Internal  Revenue Code of
1986, as amended,  or any interest or penalties with respect to such excise
tax (such excise tax,  together with any such  interest or  penalties,  are
hereinafter  collectively  referred  to as the "Excise  Tax"),  the Company
shall pay to you an additional payment (a "Gross-up  Payment") in an amount
such that after  payment by you of all taxes  (including  any  interest  or
penalties  imposed  with  respect to such  taxes),  including  any  income,
employment  and Excise Tax imposed on any Gross-up  Payment,  you retain an
amount of the  Gross-up  Payment  equal to the Excise Tax imposed  upon the
Payments.  You and the Company  shall make an initial  determination  as to
whether a Gross-up  Payment is required and the amount of any such Gross-up
Payment. If you and the Company can not agree on whether a Gross-up Payment
is  required  or  the  amount  thereof,  then  an  independent   nationally
recognized accounting firm, appointed by you, shall determine the amount of
the Gross-up  Payment.  The Company  shall pay all  expenses  which you may
incur in determining the Gross-up Payment.  You shall notify the Company in
writing of any claim by the Internal  Revenue Service which, if successful,
would require the Company to make a Gross-up Payment (or a Gross-up Payment
in excess of that,  if any,  initially  determined  by the Company and you)
within ten days of the receipt of such claim.  The Company shall notify you
in writing at least ten days prior to the due date of any response required
with respect to such claim if it plans to contest the claim. If the Company
decides to contest such claim,  you shall  cooperate fully with the Company
in such action; provided,  however, the Company shall bear and pay directly
or indirectly  all costs and expenses  (including  additional  interest and
penalties)  incurred in connection with such action and shall indemnify and
hold you harmless, on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto,  imposed as a result
of the  Company's  action.  If, as a result of the  Company's  action  with
respect to a claim,  you receive a refund of any amount paid by the Company
with  respect to such  claim,  you shall  promptly  pay such  refund to the
Company.  If the Company fails to timely notify you whether it will contest
such claim or the Company  determines  not to contest such claim,  then the
Company  shall  immediately  pay to you the portion of such claim,  if any,
which it has not previously paid to you.

SECTION F.  MISCELLANEOUS

         1. Assumption of Agreement. The Company will require any successor
(whether  direct or indirect,  by purchase,  merger,  consolidation,  share
exchange or otherwise) to all or  substantially  all of the business and/or
assets of the Company,  by agreement in form and substance  satisfactory to
you,  expressly to assume and agree to perform  this  Agreement in the same
manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.  Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of a material  provision of this  Agreement and shall entitle you to
compensation  in the  same  amount  and on the same  terms as you  would be
entitled  pursuant to Section D, except that for  purposes of  implementing
the  foregoing,  the date on which any such  succession  becomes  effective
shall be deemed your Date of  Termination  without a Notice of  Termination
being given.

         2. Confidentiality. All Confidential Information which you acquire
or have acquired in connection  with or as a result of the  performance  of
services  for the  Company,  whether  under this  Agreement or prior to the
effective date of this Agreement,  shall be kept secret and confidential by
you unless (a) the Company otherwise consents, (b) the Company breaches any
material  provision of this Agreement,  or (c) you are legally  required to
disclose   such   Confidential   Information   by  a  court  of   competent
jurisdiction. This covenant of confidentiality shall extend beyond the term
of this  Agreement and shall survive the  termination of this Agreement for
any reason.  If you breach this  covenant of  confidentiality,  the Company
shall be  entitled  to  recover  from any  benefits  paid to you under this
Agreement its damages resulting from such breach.

         3.  Employment.  You agree to be bound by the terms and conditions
of this  Agreement  and to remain in the employ of the  Company  during any
period  following  any public  announcement  by any person of any  proposed
transaction or transactions which, if effected, would result in a Change in
Control of the  Company  until a Change in Control of the Company has taken
place.  However,  nothing  contained  in this  Agreement  shall  impair  or
interfere  in any way  with the  right of the  Company  to  terminate  your
employment for Cause prior to a Change in Control of the Company.

         4.  Arbitration.  Any  controversy  or  claim  arising  out  of or
relating  to this  Agreement,  or the  breach  thereof,  shall  be  settled
exclusively  by  arbitration  in  accordance  with the  Center  for  Public
Resources' Model ADR Procedures and Practices,  and judgment upon the award
rendered  by  the   arbitrator(s)  may  be  entered  in  any  court  having
jurisdiction thereof.  Notwithstanding the foregoing, the Company shall not
be restricted from seeking equitable relief, including injunctive relief as
set forth in paragraph 5 of this Section,  in the  appropriate  forum.  Any
cost of arbitration will be paid by the Company.  In the event of a dispute
over the existence of Good Reason or Cause after a Change in Control of the
Company,  the Company shall  continue to pay your salary,  bonuses and plan
benefits  pending  resolution  of  the  dispute.  If  you  prevail  in  the
arbitration,  the  amounts  due  to  you  under  this  Agreement  are to be
immediately paid to you.

         5. Injunctive Relief. You acknowledge and agree that the remedy of
the Company at law for any breach of the covenants and agreements contained
in  paragraph  2 of this  Section  and in  Section C,  paragraph  2 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.  You  represent  and agree that such  injunctive  relief  shall not
prohibit you from earning a livelihood acceptable to you.

         6.  Notice.  For the purposes of this  Agreement,  notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when  delivered or mailed by United
States  registered  mail,  return  receipt   requested,   postage  prepaid,
addressed to the  respective  addresses set forth on the first page of this
Agreement,  provided  that all notices to the Company  shall be directed to
the  attention  of the  General  Counsel of the  Company,  or to such other
address  as either  party may have  furnished  to the other in  writing  in
accordance  herewith,  except  that  notices of change of address  shall be
effective only upon receipt.

         7. Indemnification.  The Company will indemnify you to the fullest
extent  permitted  by the  laws of the  Commonwealth  of  Kentucky  and the
existing By-laws of the Company,  in respect of all your services  rendered
to the Company and its  divisions  and  Subsidiaries  prior to your Date of
Termination.  You shall be  entitled  to the  protection  of any  insurance
policies the Company now or hereafter  maintains  generally for the benefit
of its  directors,  officers and  employees  (but only to the extent of the
coverage  afforded by the existing  provisions of such policies) to protect
against all costs, charges and expenses whatsoever incurred or sustained by
you in connection  with any action,  suit or proceeding to which you may be
made a party by reason of your being or having been a director,  officer or
employee of the Company or any of its divisions or Subsidiaries during your
employment therewith.



         8. Further  Assurances.  Each party  hereto  agrees to furnish and
execute  such  additional  forms and  documents,  and to take such  further
action, as shall be reasonably and customarily  required in connection with
the performance of this Agreement or the payment of benefits hereunder.

         9. Miscellaneous.  No provision of this Agreement may be modified,
waived or  discharged  unless such  waiver,  modification  or  discharge is
agreed  to in  writing  signed  by  you  and  such  officer(s)  as  may  be
specifically  designated by the Board.  No waiver by either party hereto at
any time of any breach by the other party  hereto of, or  compliance  with,
any condition or provision of this  Agreement to be performed by such other
party  shall be deemed a waiver of  similar  or  dissimilar  provisions  or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject  matter  hereof  have been made by either  party  which are not set
forth expressly in this Agreement.

         10.  Termination  of  other  Agreements.  Upon  execution  by both
parties,  this Agreement shall terminate all prior employment and severance
agreements between you and the Company and its divisions or Subsidiaries.

         11.  Severability.  The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement,  which shall remain in full force
and effect.

         12.  Counterparts.  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.

         13. Legal Fees And Expenses. Any other provision of this Agreement
notwithstanding,  the Company  shall pay all legal fees and expenses  which
you may incur as a result of the Company's  unsuccessful  contesting of the
validity,  enforceability  or your  interpretation  of,  or  determinations
under, any part of this Agreement.

         14.  Governing  Law.  This  Agreement  shall  be  governed  in all
respects by the laws of the Commonwealth of Kentucky.

         15.  Agreement  Binding on  Successors.  This  Agreement  shall be
binding  upon and inure to the  benefit  of the  parties  hereto  and their
respective  successors  and  assigns.  This  Agreement  shall  inure to the
benefit of and be  enforceable  by your personal or legal  representatives,
executors,  administrators,  successors, heirs, distributees,  devisees and
legatees. If you should die while any amounts would still be payable to you
hereunder if you had continued to live, all such amounts,  unless otherwise
provided  herein,  shall  be paid in  accordance  with  the  terms  of this
Agreement to your devisee,  legatee,  or other  designee or, if there be no
such designee, to your estate.

         16.  Headings.  All Headings are inserted for convenience only and
shall not affect any construction or interpretation of this Agreement.

         If this  Agreement  correctly  sets  forth  our  agreement  on the
subject matter  hereof,  please sign and return to the Company the enclosed
copy of this  Agreement  which will then  constitute  our agreement on this
matter.


                                    Sincerely,

                                    ASHLAND INC.


                                    By:




ACCEPTED this _____ day of

__________________, 19___.



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Name of employee