Conformed copy including Amendment No. 1
                             as adopted 9/18/97

                  ASHLAND INC. NONQUALIFIED EXCESS BENEFIT
                      PENSION PLAN - 1996 RESTATEMENT
                      as adopted on September 19, 1996
------------------------------------------------------------------------------

         WHEREAS,  the  Employee  Retirement  Income  Security  Act of 1974
("ERISA") establishes maximum limitations on benefits and contributions for
retirement  plans  which meet the  requirements  of  Section  401(a) of the
Internal Revenue Code of 1986, as amended ("Code");
         WHEREAS,  Ashland  Inc.  ("Ashland"  or the  "Company")  maintains
certain  pension  plans which are subject to the aforesaid  limitations  on
benefits and contributions;
         WHEREAS,  Ashland  adopted  the  Ashland  Oil,  Inc.  Nonqualified
Pension Plan as of September 24, 1975 (which is now called the Ashland Inc.
Nonqualified  Excess  Benefit  Pension Plan,  otherwise  referred to as the
"Plan"),  for the purpose of providing  benefits  for certain  employees in
excess of the aforesaid limitations;
         WHEREAS,  the Plan was amended and completely  restated as of July
21, 1977;
         WHEREAS,  the Plan  was  amended  and  completely  restated  as of
October 1, 1982;
         WHEREAS,  the Plan  was  amended  and  completely  restated  as of
November 3, 1988;
         WHEREAS,  Ashland has  retained the  authority to make  additional
amendments to or terminate the Plan;
         WHEREAS,  Ashland  desires to further  amend and  restate the Plan
and, as so amended, to continue the Plan in full force and effect;
         NOW, THEREFORE,  effective September 19, 1996, Ashland does hereby
further amend and restate the Plan in accordance  with the following  terms
and conditions:
         1.  Designation  and Purpose of Plan.  The Plan is designated  the
"Ashland Inc.  Nonqualified  Excess  Benefit  Pension Plan"  ("Plan").  The
purpose of the Plan is to provide benefits for certain  employees in excess
of the limitations on contributions,  benefits, and compensation imposed by
Sections 415 and  401(a)(17) of the Code  (including  successor  provisions
thereto) on the plans to which  those  Sections  apply.  The portion of the
Plan  providing  benefits in excess of the Section 415 limits is an "excess
benefit  plan" as that term is  defined in  

<PAGE>
   
Section  3(36) of ERISA.  It is intended  that the portion,  if any, of the
Plan which is not an excess benefit plan shall be maintained  primarily for
a select group of management or highly compensated employees.
         2.  Eligibility.  Subject to Section  11, the Plan shall  apply to
those  employees - 
(i) who have retired as an early,  normal, or deferred normal retiree under
the  provisions of the Ashland Inc. and  Affiliates  Pension Plan ("Ashland
Pension  Plan"),  as it may  be  amended,  from  time  to  time,  or  under
provisions of any other  retirement plan, as such other plan may be amended
from time to time, which, from time to time, is specifically  designated by
Ashland for purposes of  eligibility  and benefits under the Plan (all such
plans are  hereinafter  referred  to jointly  and  severally  as  "Affected
Plans"); and
(ii) who have been  approved for  participation  in this Plan by Ashland or
its delegate,  and such approval may, in the discretion of Ashland, be made
(A) before an employee's actual early,  normal or deferred  retirement;  or
(B)  posthumously  in the event of a benefit  potentially  available  under
Section 6 of the Plan.  

Notwithstanding anything to the contrary contained herein, any employee who
would be entitled to participate in this Plan, but who is not a member of a
select  group of  management  or a highly  compensated  employee,  shall be
entitled to a benefit  amount  payable  under the Plan based  solely on the
limitations on benefits imposed under Section 415 of the Code.
         3.       Benefit Amount.
(i)  Computation.  At any particular time, the benefit payable to a retiree
eligible to  participate in this Plan pursuant to the provisions in Section
2 shall be computed by subtracting from (A) the sum of (B) and (C) where -
                  (A)  shall  be the  single  life  annuity  that  would be
payable at age 62 to such retiree under the Affected Plans -
                       (1)  with  the   benefit   so   payable   thereunder
calculated by disregarding  any salary deferrals that may have been made by
such retiree under the Ashland Inc. Deferred  Compensation Plan and thereby
restoring  any  salary  that may have been so  deferred  to such  retiree's
compensation for purposes of the Affected Plans, and
                       (2)  prior to any  reductions  made  because  of the
limits imposed by Sections 415 and 401(a)(17) of the Code;
    



                                    2

<PAGE>
provided  that the single life annuity  that would be so payable  under the
Ashland  Pension  Plan  shall  be  computed  without  applying  any  offset
attributable  to the Ashland Inc.  Leveraged  Employee Stock Ownership Plan
("LESOP"), and such single life annuity shall be actuarially adjusted to be
equivalent  to a  single  life  annuity  payable  at  the  particular  time
applicable  based  upon the  applicable  actuarial  assumptions  and  other
relevant provisions used for the same in the Affected Plans; [as amended by
Amendment No. 1 adopted 9/18/97]
                  (B)  shall  be the  single  life  annuity  that  would be
payable at age 62 to such retiree under the Affected  Plans after  reducing
the amount so payable for the limits imposed by Sections 415 and 401(a)(17)
of the Code,  provided  that such  single  life  annuity  that  would be so
payable  under the  Ashland  Pension  Plan shall be  computed  after  first
applying  the offset  attributable  to the Offset  Account (as that term is
defined  under the LESOP) in the LESOP,  and each such single life  annuity
shall be  actuarially  adjusted to be  equivalent  to a single life annuity
payable  at the  particular  time  applicable  based  upon  the  applicable
actuarial  assumptions  and other relevant  provisions used for the same in
the Affected Plans; and
                  (C)  shall  be the  single  life  annuity  that  would be
actuarially  equivalent  to such  retiree's  nonforfeitable  portion of the
Offset  Account  under  the  LESOP  as of  the  valuation  date  thereunder
coincident with or next preceding such retiree's  termination of employment
using the actuarial assumptions  prescribed for this purpose in the Ashland
Pension Plan. 
(ii)  Commencement.  Subject  to  Section  6, the  benefit  computed  under
paragraph  (i) of this  Section 3 shall  commence or  otherwise  be paid or
transferred  pursuant to the provisions in Sections 4 or 5, effective as of
the date as of which  payments to such retiree  commence under the Affected
Plans.
         4.       Payment Options.
(i)  Election.  A retiree  eligible  under  Section 2 for the benefit under
Section 3 shall,  subject to Sections 5 and 6, elect the form in which such
benefit  shall be paid from among those  identified  in this  Section 4 and
such  election  shall be made at the time and in the manner  prescribed  by
Ashland,  from time to time,  provided that the election is made before the
first  day  of  the  month  following  such  retiree's   termination   from
employment.  Such  election,  including the  designation  of any contingent
annuitant  or  alternate  recipient  under  sub-paragraphs  (D)  or  (E) of
paragraph (ii) of this Section 4, shall be irrevocable  except as otherwise
set  forth  herein.  

                                     3
<PAGE>
Notwithstanding  anything in the foregoing to the contrary, any retiree who
makes an election under sub-paragraph (B) of paragraph (ii) of this Section
4 shall make such election by the later of -
                  (A) the 60th day  following  such  retiree's  approval to
participate in this Plan as provided under Section 2; or
                  (B)      by the earlier of -
                       (1) the date six  months  prior to the  first day of
the month following such retiree's termination from employment; or
                       (2) the December 31 immediately  preceding the first
day of the month following such retiree's termination from employment.

Such election under  sub-paragraph  (B) of paragraph (ii) of this Section 4
shall be made in the manner  prescribed by Ashland,  from time to time, and
shall be irrevocable as of the applicable time identified  under (A) or (B)
of this  paragraph  (i) of Section 4. Until the time at which such election
becomes  irrevocable,  an eligible retiree shall be able to change it. 

(ii)  Optional Forms of Payment.
                  (A) Lump Sum Option.  Notwithstanding  any  provisions of
Section 3 to the  contrary,  a retiree  in an  eligible  class may elect to
receive  all of the  benefit  under  Section 3 as a lump sum  distribution,
subject to the  discretion of the Committee as described  below. A lump sum
benefit  payable under the Plan to a retiree in an eligible  class shall be
computed on the basis of the actuarially  equivalent  present value of such
retiree's  benefit  under  Section 3 of the Plan payable at the  particular
time applicable  based upon (1) the 1971 Group Annuity  Mortality Table for
males,  regardless  of  whether  the  retiree is male or female and (2) the
average of the  monthly  published  Pension  Benefit  Guaranty  Corporation
("PBGC")  interest rates for the six-month period which ends on the January
1 or  July  1  which  immediately  precedes  the  date  as  of  which  this
calculation is made  (hereinafter  called the "Applicable PBGC Rate").  The
Applicable  PBGC Rate is the one used for the valuation of benefits paid as
annuities  from  terminating  single-employer  plans for the first 20 years
following the valuation  date. Such lump sum shall be payable within thirty
(30)  days of the  retiree's  retirement  date,  or at such  later  date as
Ashland  or its  delegate  may  determine,  in  its  sole  discretion.  The
Personnel and Compensation  Committee of Ashland's Board of Directors shall
have the sole discretion to provide a lump sum benefit 

                                     4

<PAGE>
option to a class of retirees for a given calendar year. The decision as to
whether to provide a lump sum benefit option shall generally be made by the
Committee at the last committee meeting prior thereto.  The option shall be
made  available  to  a  retiree  contingent  upon  various  considerations,
including, but not limited to, the following:
         The tax status of the Company,  including without limitation,  the
         corporate and individual  tax rate then  applicable and whether or
         not the Company has or projects a net operating  loss; the current
         and  projected  liquidity  of the  Company,  including  cash flow,
         capital expenditures and dividends; Company borrowing requirements
         and debt leverage; applicable book charges; organizational issues,
         including succession issues; security of the retirement payment(s)
         with respect to the retiree; and the retiree's preference.
                  (B) Lump Sum Deferral  Option.  A retiree who is eligible
to  receive  a lump  sum  distribution  under  sub-paragraph  (A)  of  this
paragraph  (ii) of  Section  4 and  who  was  part  of a  select  group  of
management  or a  highly  compensated  employee,  shall be able to elect to
defer  all or a  portion  of  the  receipt  of the  elected  lump  sum  (in
increments  of such  percentage  or such  amount  as may be  prescribed  by
Ashland or its delegatee, from time to time),[as amended by Amendment No. 1
adopted  9/18/97]  by having  the  obligation  to  distribute  such  amount
transferred  to the  Ashland  Inc.  Deferred  Compensation  Plan to be held
thereunder  in a  notional  account  and paid  pursuant  to the  applicable
provisions  of such  Plan,  as  they  may be  amended  from  time to  time;
provided,  however,  that the election to defer such distribution  shall be
made at the time and in the  manner  prescribed  in  paragraph  (i) of this
Section 4. [The prior last  sentence was deleted by Amendment No. 1 adopted
9/18/97.]
                  (C) Single Life Annuity. A retiree eligible under Section
2 for the benefit  under  Section 3 may elect to have such  benefit paid in
the form of equal monthly payments for and during such retiree's life, with
such payments ending at such retiree's death.  Before such election becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change  the  option  elected,  subject to the  applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs  (A) and (B) of this  paragraph  (ii) of Section 4. Payments
under this option shall be actuarially  equivalent to the benefit  provided


                                     5

<PAGE>
under  Section  3,  determined  on the  basis of the  applicable  actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (D) Joint and Survivor Income Option.  A retiree eligible
under  Section 2 for the  benefit  under  Section 3 may elect to receive an
actuarially  reduced benefit payable monthly during the retiree's  lifetime
with  payments  to  continue  after his death to the  person he  designates
(hereinafter called "contingent annuitant"), in an amount equal to (1) 100%
of such  actuarially  reduced  benefit,  (2) 66  2/3%  of such  actuarially
reduced benefit,  or (3) 50% of such actuarially  reduced benefit.  Benefit
payments under this option shall terminate with the monthly payment for the
month in  which  occurred  the  date of  death  of the  later to die of the
retiree and his contingent annuitant.  The following additional limitations
and conditions apply to this option:
                       (a) The contingent  annuitant shall be designated by
the  retiree in  writing in such form and at such time as Ashland  may from
time to time prescribe.
                       (b) In the event the contingent annuitant dies prior
to the  date  the  election  of  this  optional  form  of  benefit  becomes
irrevocable  as provided  under  paragraph  (i) of Section 4, the retiree's
selection  of this option  shall be void.  Before the date the  election of
this  optional  form of  benefit  becomes  irrevocable  as  provided  under
paragraph (i) of Section 4, the retiree may change the contingent annuitant
or change the option  elected,  subject to the applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs (A) and (B) of this paragraph (ii) of Section 4.
                       (c) In the event of the death of the  retiree  prior
to the date the election is irrevocable as provided under  paragraph (i) of
Section 4, such retiree  shall be deemed to have  terminated  employment on
the day before his death (for reasons other than death) and survived  until
the day  after the date as of which  the  benefit  he  elected  under  this
sub-paragraph (D) would have commenced.
                       (d) Actuarial  equivalence under this  sub-paragraph
(D)  shall  be  determined  on  the  basis  of  the  applicable   actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (E) Period  Certain  Income  Option.  A retiree  eligible
under  Section 2 for the  benefit  under  Section 3 may elect to receive an
actuarially  reduced  benefit  payable  monthly  during  his  lifetime  and
terminating  with the  monthly  payment  for the  month in which  his death

                                     6

<PAGE>
occurs,  with  the  provision  that not  less  than a total of 120  monthly
payments shall be made in any event to him and/or the person  designated by
him to receive  payments under this  sub-paragraph  (E) in the event of his
death (hereinafter called "alternate recipient").  Such alternate recipient
shall be designated in writing by the retiree in such form and at such time
as Ashland may from time to time prescribe.  If a retiree and his alternate
recipient die after the date as of which payments have commenced but before
the total specified  monthly payments have been made to such retiree and/or
his  alternate  recipient,  the  commuted  value  of the  remaining  unpaid
payments  shall be paid in a lump sum to the  estate of the later to die of
the  retiree  or  his  alternate   recipient.   The  following   additional
limitations and conditions shall apply to this option:
                       (a)  A  retiree  may   designate  a  new   alternate
recipient if the one first designated dies before the retiree and after the
date the election of this optional form of benefit became irrevocable under
paragraph (i) of Section 4. In the event the alternate recipient dies prior
to the date the election  becomes  irrevocable as provided under  paragraph
(i) of Section 4, the  retiree's  selection  of this option  shall be void.
Before the date the  election  of this  optional  form of  benefit  becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change the alternate recipient or change the option elected, subject to the
applicable  limitations and conditions applied to elections for the options
described  under  sub-paragraphs  (A)  and (B) of  this  paragraph  (ii) of
Section 4.
                       (b) In the event of the death of the  retiree  prior
to the date the election is irrevocable as provided under  paragraph (i) of
Section 4, such retiree  shall be deemed to have  terminated  employment on
the day before his death (for reasons other than death) and survived  until
the day  after the date as of which  the  benefit  he  elected  under  this
sub-paragraph (E) would have commenced.
                       (c) Actuarial  equivalence under this  sub-paragraph
(E)  shall  be  determined  on  the  basis  of  the  applicable   actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.
                  (F) Death  Before  Payment.  Subject to Section 6, in the
event a retiree  eligible  under  Section 2 for the benefit under Section 3
dies after  having made an election  of an optional  form of payment  under
this  paragraph  (ii) of  Section 4 before  the date such  election  became
irrevocable  as provided  under  paragraph  (i) of Section 4, such  retiree
shall be deemed to have  

                                     7

<PAGE>
terminated  employment  on the day before his death (for reasons other than
death) and  survived  until the day after the date as of which the optional
form of payment he elected  would have  commenced and payment shall then be
made under the Plan in accordance with such retiree's election.
         5. Payment of Small Amounts. Unless such retiree elects to receive
his or her  benefit in a lump sum as  provided in Section 4, in the event a
monthly  benefit  under  this  Plan,  payable to either a retiree or to his
contingent annuitant, alternate recipient or surviving spouse, is too small
(in the sole judgment of Ashland) to be paid  monthly,  such benefit may be
paid quarterly,  semi-annually, or annually, as determined by Ashland to be
administratively convenient.
         6.  Surviving  Spouse  Benefit.  In the  event a  retiree  who was
eligible  under Section 2 for the benefit  under Section 3 dies,  leaving a
surviving  spouse,  before  electing  an  optional  form of  payment  under
paragraph (ii) of Section 4 and before the date such an election would have
become  irrevocable  under  paragraph  (i) of Section 4, then such  retiree
shall be deemed to have - 

(i) elected the joint and 100% survivor  income option under  sub-paragraph
(D) of paragraph (ii) of Section 4;

(ii) named his spouse as the 100% contingent annuitant;

(iii) terminated  employment on the day before his death (for reasons other
than death); and

(iv)  survived  until the day after the date as of which such benefit would
have commenced.

         7. Costs. In appropriate cases,  Ashland may cause an affiliate to
make the payment (or an allocable  portion  thereof) called for by the Plan
directly to the person eligible to receive such payments.
         8.  Confidentiality and No Competition. All benefits under the Plan
shall be  forfeited by anyone who  discloses  confidential  information  to
others outside of Ashland's  organization without the prior written consent
of Ashland or who accepts,  during a period of five (5) years following his
or her retirement, any employment or consulting activity which is in direct
conflict  with the  business  of Ashland at such time.  Such  determination
shall be made in the sole discretion of Ashland. A breach of this Section 8
shall result in an immediate  forfeiture of benefits payable to any retiree
under the Plan.

                                     8


<PAGE>
         9.  Lost  Participant/Beneficiary.  In the  event  Ashland,  after
reasonable  effort,  is unable  to  locate a person  to whom a  benefit  is
payable under the Plan, such benefit shall be forfeited; provided, however,
that such benefit shall be reinstated  (in the same amount and form as that
of the benefit  forfeited without any obligation to pay amounts which would
otherwise have  previously  come due) upon proper claim made by such person
prior to termination  of the Plan.  

(i) The  obligations  of Ashland and any affiliate  thereof with respect to
benefits under this Plan constitute merely the unsecured promise of Ashland
and/or its  affiliates,  as the case may be, to make the payments  provided
for in this Plan. No property of Ashland or any  affiliate is or shall,  by
reason of the  Plan,  be held in trust or be deemed to be held in trust for
any person and any participant or beneficiary under the Plan, the estate of
either of them and any  person  claiming  under or  through  them shall not
have, by reason of the Plan, any right, title or interest of any kind in or
to any property of Ashland and its affiliates. To the extent any person has
a right to receive  payments under the Plan, such right shall be no greater
than  the  right of any  unsecured  general  creditor  of  Ashland/  or its
affiliates.

(ii) Ashland shall  administer the Plan.  Ashland shall have full power and
authority to amend, modify, or terminate the Plan and shall have all powers
and the  discretion  necessary and  convenient  to  administer  the Plan in
accordance  with its terms,  including,  but not limited to, all necessary,
appropriate, discretionary and convenient power and authority to interpret,
administer and apply the provisions of the Plan with respect to all persons
having  or  claiming  to  have  any  rights,   benefits,   entitlements  or
obligations under the Plan. This includes,  without limitation, the ability
to construe  and  interpret  provisions  of the Plan,  make  determinations
regarding law and fact, reconcile any inconsistencies between provisions in
the  Plan  or  between  provisions  of the  Plan  and any  other  statement
concerning the Plan,  whether oral or written,  supply any omissions to the
Plan or any document associated with the Plan, and to correct any defect in
the  Plan  or  in  any  document   associated   with  the  Plan.  All  such
interpretations  of the Plan  and  documents  associated  with the Plan and
questions  concerning its administration and application,  as determined by
Ashland, shall be binding on all persons having an interest under the Plan.
Ashland may delegate (and may give to its delegatee the power and authority
to redelegate) to

                                     9

<PAGE>
any person or  persons  any  responsibility,  power or duty under the Plan.
Decisions  of  Ashland or its  delegatee  shall be final,  conclusive,  and
binding on all parties.

(iii) Except as expressly allowed pursuant to Sections 3 and 4 of this Plan
in regard to the form of benefit option, no right or interest of any person
entitled  to a benefit  under the Plan  shall be subject  to  voluntary  or
involuntary alienation,  assignment,  transfer,  hypothecation,  pledge, or
encumbrance of any kind;  provided,  however,  Ashland or any affiliate may
offset or cause an offset to be made  against  any payment to be made under
the Plan in regard to amounts  due and owing from such person to Ashland or
any affiliate.  Notwithstanding  anything to the contrary in this paragraph
(iii), legally required tax withholding on benefit payments,  the recovery,
by any means,  of previously  made  overpayments  of Plan benefits,  or the
direct  deposit of Plan  benefit  payments  in a bank or  similar  account,
provided  that  such  direct   deposits  are  allowed  by  Ashland  in  the
administration  of the Plan and  provided  that such direct  deposit is not
part of an arrangement constituting an assignment or alienation,  shall not
be considered to be prohibited under this paragraph (iii).

(iv) No amount  paid or payable  under the Plan  shall be deemed  salary or
other compensation to any employee for the purpose of computing benefits to
which such employee or any other person may be entitled  under any employee
benefit plan of Ashland or any affiliate.

(v) To the extent that state law shall not have been  preempted by ERISA or
any other law of the United States,  the Plan shall be governed by the laws
of the Commonwealth of Kentucky.

(vi) The Plan described  herein shall amend and supersede,  as of September
19, 1996, all provisions in the Ashland Oil, Inc. Nonqualified Pension Plan
as  Amended,  dated as of November 3, 1988,  except as  otherwise  provided
herein  and  further  excepting  that the  rights of former  employees  who
terminated employment,  retired, or became disabled prior to the day before
the effective  date hereof shall be governed by the terms of the Plan as in
effect  at the  time of such  termination  of  employment,  retirement,  or
disability, unless otherwise provided herein.
         11. Change in Control.  Notwithstanding any provision of this Plan
to  the  contrary,  in  the  event  of a  Change  in  Control  (as  defined
hereinafter  in this  Section  11), any employee who would or will meet the
requirements  of Section 2, except that such employee has not been approved
to  participate  as provided  under  paragraph  (ii) of Section 2, shall be
deemed to be approved for participation hereunder,  regardless of when such
employee actually retires and 

                                    10

<PAGE>
commences  benefits  under an Affected Plan and such  entitlement  shall be
vested  from and after the time of such Change in  Control.  Ashland  shall
reimburse an employee for legal fees and expenses  incurred if he or she is
required to, and is successful  in,  seeking to obtain or enforce any right
to payment  pursuant  to the Plan after a Change in  Control.  In the event
that it shall be determined that such employee is properly  entitled to the
payment of  benefits  hereunder,  such  employee  shall also be entitled to
interest  thereon  payable  in an amount  equivalent  to the prime  rate of
interest (quoted by Citibank,  N.A. as its prime commercial lending rate on
the latest date practicable prior to the date of the actual commencement of
payments)  from the date  such  payment(s)  should  have  been  made to and
including the date it is made.  Notwithstanding  any provision of this Plan
to the  contrary,  the Plan may not be  amended  after a Change in  Control
without the  written  consent of a majority  of the Board of  Directors  of
Ashland  (hereinafter  "Board") who were  directors  prior to the Change in
Control.  For  purposes of this  Section  11, a Change of Control  shall be
deemed to occur (1) upon the approval of the shareholders of Ashland (or if
such  approval  is not  required,  upon  approval  of the Board) of (A) any
consolidation  or merger of Ashland in which Ashland is not the  continuing
or  surviving  corporation  or pursuant to which  shares of Ashland  common
stock would be converted into cash, securities or other property other than
a merger in which the holders of Ashland 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,  (2) when any "person"  (as defined in Section  3(a)(9) or Section
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 Ashland common stock outstanding at the
time,  without the  approval  of the Board,  or (3) if at any time during a
period of two consecutive  years,  individuals who at the beginning of such
period  constituted  the Board shall cease for any reason to  constitute at
least a majority thereof, unless the election or nomination for election by
Ashland's shareholders of each new director during 

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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.