NAME
ADDRESS




Dear Mr. _________________:

     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
         or merger of the Company,  other than a consolidation or merger of
         the  Company  into  or  with a  direct  or  indirect  wholly-owned
         subsidiary,  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,  provided,  however, that no sale, lease, exchange or
         other  transfer  of all or  substantially  all the  assets  of the
         Company shall be deemed to occur unless assets constituting 80% of
         the total assets of the Company are  transferred  pursuant to such
         sale, lease,  exchange or other transfer, 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.
         Notwithstanding  the  foregoing,  any  transaction,  or  series of
         transactions,   that  shall  result  in  the  disposition  of  the
         Company's  interest in Marathon Ashland  Petroleum LLC,  including
         without  limitation  any  transaction  arising out of that certain
         Put/Call,  Registration  Rights  and  Standstill  Agreement  dated
         January 1, 1998 among Marathon Oil Company,  USX Corporation,  the
         Company and Marathon  Ashland  Petroleum LLC, as amended from time
         to time, shall not be deemed to constitute a Change in Control.

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  exercisable  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 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

______________________, 2002.




NAME