Exhibit 10.11

                                ASHLAND INC.

                         1993 STOCK INCENTIVE PLAN

                       (Amended as of July 19, 2000)

SECTION 1. PURPOSE

    The purpose of the Ashland Inc. 1993 Stock Incentive Plan is to promote
 the  interests  of Ashland  Inc. and its  shareholders  by  providing  its
 directors,  officers and employees  with an incentive to continue  service
 with Ashland.  Accordingly, the Company may grant to selected officers and
 employees Stock Options,  Stock  Appreciation  Rights,  Restricted  Stock,
 Merit  Awards and  Performance  Share  Awards in an effort to attract  and
 retain in its employ qualified individuals and to provide such individuals
 with  incentives  to devote  their  best  efforts to the  Company  through
 ownership of the Company's stock,  thus enhancing the value of the Company
 for the benefit of  shareholders.  The Plan also provides an incentive for
 qualified  persons,  who are not officers or employees of the Company,  to
 serve on the Board of Directors of the Company and to continue to work for
 the best interests of the Company by rewarding such persons with automatic
 grants  of  Restricted  Stock  of  the  Company.   Stock  Options,   Stock
 Appreciation  Rights,  Merit  Awards  and  Performance  Shares  may not be
 granted to such Outside Directors under the Plan.

SECTION 2. DEFINITIONS

    (A) "Agreement"  shall mean a written agreement setting forth the terms
 of an Award.

    (B) "Ashland" shall mean, collectively, Ashland Inc. and its Subsidiaries.

    (C)  "Award"  shall  mean an  Option,  a Stock  Appreciation  Right,  a
 Restricted  Stock Award, a Merit Award,  or a Performance  Share Award, in
 each case granted under this Plan.

    (D)  "Beneficiary"  shall  mean the  person,  persons,  trust or trusts
 designated  by an Employee or Outside  Director or if no  designation  has
 been made, the person,  persons,  trust, or trusts entitled by will or the
 laws of descent and  distribution to receive the benefits  specified under
 this Plan in the event of an Employee's or Outside Director's death.

    (E)  "Board"  shall mean the Board of  Directors  of the Company or its
designee.

    (F) "Change in Control"  shall be deemed to occur (1) upon  approval of
 the shareholders of Ashland (or if such approval is not required, upon the
 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 Common Stock would be converted  into cash,  securities
 or other property other than a merger in which the holders of Common Stock
 immediately prior to the merger will have the same proportionate ownership
 of common stock of the surviving corporation immediately after the merger,
 (B) any sale, lease,  exchange, or other transfer (in one transaction or a
 series of related  transactions) of all or substantially all the assets of
 Ashland,  or (C) adoption of any plan or proposal for the  liquidation  or
 dissolution  of  Ashland,  (2) when any  "person"  (as  defined in Section
 3(a)(9)  or  13(d)  of  the  Exchange  Act),  other  than  Ashland  or any
 Subsidiary or employee benefit plan or trust maintained by Ashland,  shall
 become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
 Act),  directly or indirectly,  of more than 15% of Ashland's Common Stock
 outstanding at the time,  without the approval of the Board, or (3) 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 the
 nomination  for  election by Ashland's  shareholders  of each new director
 during such two-year period was approved by a vote of at least  two-thirds
 of the directors  then still in office who were directors at the beginning
 of such two-year period.

    (G) "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended
 from time to time.

    (H) "Committee" shall mean the Personnel and Compensation  Committee of
 the Board, as from time to time constituted, or any successor committee of
 the Board with  similar  functions,  which shall  consist of three or more
 members, each of whom shall be a Non-Employee Director or its designee.

    (I) "Common  Stock" shall mean the Common  Stock of the Company  ($1.00
 par value), subject to adjustment pursuant to Section 13.

    (J) "Company" shall mean, collectively, Ashland Inc. and its Subsidiaries.
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    (K) "Employee" shall mean an officer or employee of the Company.

    (L) "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as
 amended.

    (M) "Exercise  Price" shall mean,  with respect to each share of Common
 Stock  subject to (i) an Option  (other than a Reload  Option),  the price
 fixed by the  Committee  at which  such  share may be  purchased  from the
 Company  pursuant to the exercise of such  Option,  which price at no time
 may be less than 100% of the Fair Market  Value of the Common Stock on the
 date the Option is granted or (ii) a Reload Option,  the price of which is
 as fixed pursuant to Section 6 of the Plan.

    (N) "Fair  Market  Value"  shall mean the price of the Common  Stock as
 reported on the Composite Tape on the date and at the time selected by the
 Company.

    (O)  "Incentive  Stock  Option" or "ISO"  shall mean an Option  that is
 intended by the Committee to meet the  requirements  of Section 422 of the
 Code or any successor provision.

    (P) "Long-Term  Incentive  Plan" shall mean the Ashland Inc.  Long-Term
 Incentive   Plan   approved  and  adopted  on  January  26,  1989  by  the
 shareholders  of the Company,  as it now exists or as it may  hereafter be
 amended.

    (Q) "Merit  Award" shall mean an award of Common Stock issued  pursuant
 to Section 9 of the Plan.

    (R) "Non-Employee  Director" shall mean a non-employee  director within
 the  meaning  of  applicable  regulatory  requirements,   including  those
 promulgated under Section 16 of the Exchange Act.

    (S) "Nonqualified  Stock Option" or "NQSO" shall mean an Option granted
 pursuant to this Plan which does not qualify as an Incentive Stock Option.

    (T) "Option"  shall mean the right to purchase  Common Stock at a price
 to be  specified  and upon  terms to be  designated  by the  Committee  or
 otherwise  determined pursuant to this Plan. An Option shall be designated
 by the  Committee as a  Nonqualified  Stock  Option or an Incentive  Stock
 Option.

    (U) "Original Option" shall mean an option as defined in Subsection (D)
 of Section 6 of the Plan.

    (V) "Outside  Director" shall mean a director of the Company who is not
 also an Employee of the Company.

    (W)  "Performance  Period"  shall  mean the  period  designated  by the
 Committee during which the performance objectives shall be measured.

    (X)  "Performance  Share Award" shall mean an award of shares of Common
 Stock,  the issuance of which is contingent upon attainment of performance
 objectives specified by the Committee.

    (Y)  "Performance  Shares"  shall  mean  those  shares of Common  Stock
 issuable pursuant to a Performance Share Award.

    (Z)  "Personal  Representative"  shall mean the person or persons  who,
 upon the disability or  incompetence  of an Employee or Outside  Director,
 shall have acquired on behalf of the Employee or Outside Director by legal
 proceeding  or otherwise  the right to receive the  benefits  specified in
 this Plan.

    (AA) "Plan" shall mean this Ashland Inc. 1993 Stock Incentive Plan.

    (BB)  "Reload  Option"  shall  mean  an  option  granted   pursuant  to
 Subsection (D) of Section 6 of the Plan.

    (CC)  "Restricted  Period"  shall  mean the  period  designated  by the
 Committee  during  which  Restricted  Stock  may  not be  sold,  assigned,
 transferred, pledged, or otherwise encumbered, which period in the case of
 Employees  shall not be less than one year from the date of grant,  and in
 the case of Outside Directors is the period set forth in subsection (B) of
 Section 8.

    (DD) "Restricted  Stock" shall mean those shares of Common Stock issued
 pursuant   to  a   Restricted   Stock  Award  which  are  subject  to  the
 restrictions, terms, and conditions set forth in the related Agreement.

    (EE) "Restricted Stock Award" shall mean an award of Restricted Stock.

    (FF)  "Retained  Distributions"  shall  mean  any  securities  or other
 property (other than regular cash dividends) distributed by the Company in
 respect of Restricted Stock during any Restricted Period.
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    (GG) "Retirement"  shall mean retirement of an Employee from the employ
 of the Company at any time as described in the Ashland Inc. and Affiliates
 Pension Plan or in any  successor  pension  plan,  as from time to time in
 effect.

    (HH) "Section 16(b) Optionee" shall mean an Employee or former Employee
 who is subject to Section 16(b) of the Exchange Act.

    (II)  "Stock  Appreciation  Right" or "SAR" shall mean the right of the
 holder to elect to  surrender  an Option or any portion  thereof  which is
 then exercisable and receive in exchange  therefor shares of Common Stock,
 cash,  or a  combination  thereof,  as the case may be, with an  aggregate
 value equal to the excess of the Fair Market  Value of one share of Common
 Stock over the Exercise Price  specified in such Option  multiplied by the
 number of shares of Common Stock covered by such Option or portion thereof
 which is so surrendered.  An SAR may only be granted concurrently with the
 grant  of the  related  Option.  An SAR  shall  be  exercisable  upon  any
 additional  terms  and  conditions  (including,  without  limitation,  the
 issuance of Restricted  Stock and the imposition of restrictions  upon the
 timing of exercise) which may be determined as provided in the Plan.

    (JJ)   "Subsidiary"   shall  mean  any  present  or  future  subsidiary
 corporations, as defined in Section 424 of the Code, of Ashland.

    (KK) "Tax Date"  shall  mean the date the  withholding  tax  obligation
 arises with respect to the exercise of an Award.

SECTION 3. STOCK SUBJECT TO THE PLAN

    There will be reserved for  issuance  under the Plan (upon the exercise
 of Options and Stock Appreciation Rights, upon awards of Restricted Stock,
 Performance  Shares  and Merit  Awards and for stock  bonuses on  deferred
 awards of  Restricted  Stock and  Performance  Shares),  an  aggregate  of
 2,900,000  shares of  Ashland  Common  Stock,  par value  $1.00 per share;
 provided,  however,  that of such  shares,  only  1,500,000  shares in the
 aggregate shall be available for issuance for Restricted  Stock Awards and
 Merit  Awards.  Such shares shall be  authorized  but  unissued  shares of
 Common  Stock.  Except as provided in Sections 7 and 8, if any Award under
 the Plan shall  expire or  terminate  for any reason  without  having been
 exercised in full, or if any Award shall be forfeited,  the shares subject
 to the  unexercised  or  forfeited  portion of such Award  shall  again be
 available for the purposes of the Plan.

SECTION 4. ADMINISTRATION

    The Plan shall be administered by the Committee.  No person who is (or,
 within  one  year  prior  to his or her  appointment  as a  member  of the
 Committee,   was)  eligible  to  participate   in  the  Plan,   except  as
 specifically  authorized under  subsection (B) of Section 8 herein,  or in
 any other  stock  option or stock  bonus plan of the  Company,  shall be a
 member of the Committee.  The Committee shall have no authority  regarding
 the granting of Restricted Stock to Outside Directors,  as such grants are
 fixed pursuant to subsection (B) of Section 8 of the Plan.

    In  addition  to any  implied  powers and duties  that may be needed to
 carry out the  provisions of the Plan,  the  Committee  shall have all the
 powers  vested  in it by  the  terms  of  the  Plan,  including  exclusive
 authority  (except  as to Awards of  Restricted  Stock  granted to Outside
 Directors) to select the Employees to be granted Awards under the Plan, to
 determine  the  type,  size  and  terms of the  Awards  to be made to each
 Employee selected,  to determine the time when Awards will be granted, and
 to prescribe the form of the  Agreements  embodying  Awards made under the
 Plan. Subject to the provisions of the Plan specifically  governing Awards
 of Restricted Stock granted or to be granted to Outside Directors pursuant
 to subsection (B) of Section 8 herein,  the Committee  shall be authorized
 to interpret the Plan and the Awards granted under the Plan, to establish,
 amend and rescind any rules and regulations  relating to the Plan, to make
 any other  determinations which it believes necessary or advisable for the
 administration  of the Plan,  and to  correct  any  defect  or supply  any
 omission or reconcile any inconsistency in the Plan or in any Award in the
 manner and to the extent the  Committee  deems  desirable to carry it into
 effect.  Any decision of the Committee in the  administration of the Plan,
 as described herein, shall be final and conclusive.

    The  Committee  may  act  only  by  a  majority  of  its  members.  Any
 determination of the Committee may be made, without notice, by the written
 consent of the majority of the members of the Committee.  In addition, the
 Committee  may

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authorize  any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee.  No member of the
Committee  shall be liable for any  action  taken or omitted to be taken by
him or her or by any other member of the Committee in  connection  with the
Plan, except for his or her own willful misconduct or as expressly provided
by statute.

    The provisions of this Section 4 with respect to decisions made by, and
 authority  of,  the  Committee  shall  be  subject  to the  provisions  of
 subsection (B) of Section 8 herein.

SECTION 5. ELIGIBILITY

    Awards may only be granted  (i) to  individuals  who are  Employees  of
 Ashland,  and (ii) as expressly provided in subsection (B) of Section 8 of
 the  Plan,  to  individuals  who are duly  elected  Outside  Directors  of
 Ashland.

SECTION 6. STOCK OPTIONS

A. Designation and Price.

     (a) Any Option  granted  under the Plan may be granted as an Incentive
 Stock Option or as a  Nonqualified  Stock Option as shall be designated by
 the  Committee at the time of the grant of such Option.  Each Option shall
 be evidenced by an Agreement between the recipient and the Company,  which
 Agreement shall specify the designation of the Option as an ISO or a NQSO,
 as the case may be, and shall  contain  such terms and  conditions  as the
 Committee,  in its sole  discretion,  may determine in accordance with the
 Plan.

     (b) Every Incentive Stock Option shall provide for a fixed  expiration
 date of not later than ten years from the date such Incentive Stock Option
 is granted.

     (c) The Exercise Price of Common Stock issued  pursuant to each Option
 (other than a Reload  Option)  shall be fixed by the Committee at the time
 of the granting of the Option; provided, however, that such Exercise Price
 shall in no event be less than 100% of the Fair Market Value of the Common
 Stock on the date such Option is granted.

B. Exercise.

     The  Committee  may, in its  discretion,  provide for Options  granted
 under the Plan to be exercisable in whole or in part;  provided,  however,
 that no Option (other than a Reload Option) shall be exercisable  prior to
 the first  anniversary  of the date of its grant,  except as  provided  in
 Section 11 or as the Committee otherwise determines in accordance with the
 Plan, and in no case may an Option be exercised at any time for fewer than
 50 shares (or the total  remaining  shares  covered by the Option if fewer
 than 50 shares)  during the term of the Option.  The  specified  number of
 shares  will be issued  upon  receipt by  Ashland  of (i) notice  from the
 holder  thereof of the exercise of an Option,  and (ii) either  payment to
 Ashland (as  provided in this  Section 6,  subsection  (C) below),  of the
 Exercise  Price for the number of shares with  respect to which the Option
 is exercised, or with approval of the Committee, a secured promissory note
 as hereinafter  provided.  Each such notice and payment shall be delivered
 or mailed by  postpaid  mail,  addressed  to the  Treasurer  of Ashland at
 Ashland Inc., 500 Diederich Boulevard,  Russell,  Kentucky, 41169, or such
 other place as Ashland may designate from time to time.

C. Payment for Shares.

     Except as otherwise provided in this Section 6, the Exercise Price for
 the  Common  Stock  shall be paid in full when the  Option  is  exercised.
 Subject to such rules as the Committee may impose,  the Exercise Price may
 be paid in whole or in part (i) in cash,  (ii) in whole  shares  of Common
 Stock owned by the Employee  and  evidenced  by  negotiable  certificates,
 valued at their Fair Market Value (which  shares of Common Stock must have
 been owned by the Employee six months or longer,  and not used to effect a
 stock  Option  exercise  within  the  preceding  six  months,  unless  the
 Committee specifically provides otherwise), (iii) by Attestation,  (iv) by
 a  combination  of  such  methods  of  payment,   or  (v)  by  such  other
 consideration as shall constitute lawful consideration for the issuance of
 Common  Stock  and  be  approved  by  the  Committee  (including,  without
 limitation,  effecting  a  "cashless  exercise,"  with  a  broker,  of the
 Option).  "Attestation"  means the  delivery  to  Ashland  of a  completed
 Attestation  Form  prescribed by Ashland setting forth the whole shares of
 Common Stock owned by the Employee which the Employee wishes to utilize to
 pay the Exercise Price.  The Common

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 Stock listed on the Attestation  Form must have been owned by the Employee
 six months or longer,  and not have been used to effect an Option exercise
 within  the  preceding  six  months,  unless  the  Committee  specifically
 provides  otherwise.  The  Committee  may,  in its  discretion,  authorize
 payment of all or any part of the Exercise Price over a period of not more
 than five years from the date the Option is  exercised,  In such  instance
 any  unpaid  balance  of the  Exercise  Price  shall be  evidenced  by the
 Employee's  promissory note payable to the order of Ashland which shall be
 secured by such  collateral  and shall bear interest at such rate or rates
 as determined from time to time by the Committee.

D.  Reload Options

     The Committee shall have the authority to specify at the time of grant
 that an Employee shall be granted another Stock Option (a "Reload Option")
 in the event such  Employee  exercises all or a part of a Stock Option (an
 "Original   Option")  by   surrendering  in  accordance  with  Section  6,
 subsection  (C) already  owned  shares of Common  Stock in full or partial
 payment of the Exercise Price under such Original  Option,  subject to the
 availability  of  shares  of  Common  Stock  under the Plan at the time of
 exercise.  Each  Reload  Option  shall  cover a number of shares of Common
 Stock equal to the number of shares of Common Stock surrendered in payment
 of the Exercise  Price,  shall have an Exercise  Price per share of Common
 Stock  equal to the Fair Market  Value of the Common  Stock on the date of
 grant of such Reload Option and shall expire on the stated expiration date
 of the Original  Option.  A Reload Option shall be exercisable at any time
 and from  time to time  from and  after  the date of grant of such  Reload
 Option (or, as the Committee in its sole discretion shall determine at the
 time of grant,  at such time or times as shall be  specified in the Reload
 Option);  provided,  however,  that a Reload  Option  granted to a Section
 16(b) Optionee  shall not be exercisable  during the first six months from
 the date of grant of such Reload Option.  The first such Reload Option may
 provide for the grant, when exercised,  of one subsequent Reload Option to
 the  extent  and upon such  terms  and  conditions,  consistent  with this
 Section 6, subsection  (D), as the Committee in its sole discretion  shall
 specify  at or after  the time of grant of such  Reload  Option.  A Reload
 Option shall contain such other terms and  conditions  which may include a
 restriction on the transferability of the number of shares of Common Stock
 received  upon  exercise  of the  Original  Option  reduced by a number of
 shares equal in value to the tax  liability  incurred upon exercise as the
 Committee in its sole discretion may deem desirable which may be set forth
 in the Agreement evidencing the Reload Option.

SECTION 7. STOCK APPRECIATION RIGHTS

     The  Committee  may grant Stock  Appreciation  Rights  pursuant to the
 provisions  of this Section 7 to any holder of any Option  (including  any
 Reload Option)  granted under the Plan with respect to all or a portion of
 the  shares  subject  to the  related  Option.  An SAR may only be granted
 concurrently  with the grant of the related  Option.  Subject to the terms
 and  provisions of this Section 7, each SAR shall be  exercisable  only at
 the same time and to the same extent the related Option is exercisable and
 in no event after the termination of the related  Option.  An SAR shall be
 exercisable only when the Fair Market Value  (determined as of the date of
 exercise of the SAR) of each share of Common  Stock with  respect to which
 the SAR is to be exercised  shall  exceed the Exercise  Price per share of
 Common Stock subject to the related Option.  An SAR granted under the Plan
 shall be exercisable in whole or in part by notice to Ashland. Such notice
 shall state that the holder of the SAR elects to exercise  the SAR and the
 number of  shares in  respect  of which  the SAR is being  exercised.  For
 purposes of this  Section 7, the date of exercise of an SAR shall mean the
 date on which the Company receives such notice.

     Subject  to the  terms  and  provisions  of this  Section  7, upon the
 exercise of an SAR, the holder  thereof  shall be entitled to receive from
 Ashland consideration (in the form hereinafter provided) equal in value to
 the excess of the Fair Market Value (determined as of the date of exercise
 of the SAR) of each share of Common  Stock with  respect to which such SAR
 has been  exercised  over the  Exercise  Price per  share of Common  Stock
 subject  to  the  related  Option.  The  Committee  may  stipulate  in the
 Agreement  the form of  consideration  which  shall be  received  upon the
 exercise of an SAR. If no  consideration  is specified  therein,  upon the
 exercise of an SAR, the holder may specify the form of consideration to be
 received by such holder,  which shall be in shares of Common Stock,  or in
 cash,  or partly in cash and partly in shares of Common  Stock  (valued at
 Fair  Market  Value on the date of  exercise  of the SAR) , as the  holder
 shall  request;  provided,  however,  that  the  Committee,  in  its  sole
 discretion, may disapprove the form of consideration requested and instead
 authorize  the  payment of such  consideration  in shares of Common  Stock
 (valued as aforesaid),  or in cash, or partly in cash and partly in shares
 of Common Stock.

     Upon the  exercise  of an SAR,  the  related  Option  shall be  deemed
 exercised  to the  extent of the  number of  shares of Common  Stock  with
 respect to which such SAR is exercised and to that extent a  corresponding
 number  of shares of

<PAGE>
 Common  Stock shall not again be  available  for the grant of Awards under
 the Plan. Upon the exercise or termination of the related Option,  the SAR
 with  respect  thereto  shall be  considered  to have  been  exercised  or
 terminated  to the  extent of the  number of shares of Common  Stock  with
 respect to which the related Option was so exercised or terminated.

SECTION 8. RESTRICTED STOCK AWARDS

A. Awards to Employees

     The  Committee  may  make an  award of  Restricted  Stock to  selected
 Employees,  evidenced by an Agreement  which shall  contain such terms and
 conditions as the Committee,  in its sole discretion,  may determine.  The
 amount  of each  Restricted  Stock  Award  and the  respective  terms  and
 conditions of each Award (which terms and conditions  need not be the same
 in each case) shall be determined by the Committee in its sole discretion.
 As a  condition  to any Award  hereunder,  the  Committee  may  require an
 Employee  to pay to the  Company an amount  equal to, or in excess of, the
 par value of the shares of  Restricted  Stock  awarded to him or her.  Any
 such Restricted Stock Award shall automatically expire if not purchased in
 accordance with the Committee's requirements within thirty (30) days after
 the date of grant.  Subject to the terms and conditions of each Restricted
 Stock  Award,  the  Employee,  as the owner of the Common  Stock issued as
 Restricted Stock,  shall have all rights of a shareholder  including,  but
 not limited  to,  voting  rights as to such Common  Stock and the right to
 receive dividends thereon when, as and if paid.

     In the  event  that a  Restricted  Stock  Award  has  been  made to an
 Employee whose  employment or service is  subsequently  terminated for any
 reason prior to the lapse of all  restrictions  thereon,  such  Restricted
 Stock  will be  forfeited  in its  entirety  by such  Employee;  provided,
 however,  that the  Committee  may,  in its sole  discretion,  limit  such
 forfeiture.  Any  Restricted  Stock so forfeited by an Employee  shall not
 again be available for the grant of Awards under the Plan.

     Employees  may be  offered  the  opportunity  to defer the  receipt of
 payment of vested  shares of  Restricted  Stock,  and Common  Stock may be
 granted as a bonus for deferral,  under terms as may be established by the
 Committee from time to time;  however,  in no event shall the Common Stock
 granted  as a bonus for  deferral  exceed 20% of the  Restricted  Stock so
 deferred.

B. Awards to Outside Directors

     During the term of the Plan, (i) each Outside Director who was granted
 an award of restricted stock under the Long-Term Incentive Plan on January
 26, 1989 and who continues to serve as an Outside  Director on January 31,
 1994  shall be  granted an Award of 1,000  shares of  Restricted  Stock on
 January 31, 1994;  (ii) each Outside  Director who was granted an award of
 restricted  stock  under such  Long-Term  Incentive  Plan other than those
 Outside  Directors  in (i) above shall be granted an Award of 1,000 shares
 of Restricted  Stock upon the fifth  anniversary of his or her prior award
 under the Long-Term Incentive Plan; and (iii) each person who is hereafter
 duly appointed or elected as an Outside  Director and who does not receive
 an award under the Long-Term Incentive Plan shall be granted, effective on
 the date of his or her  appointment or election to the Board,  an Award of
 1,000 shares of Restricted Stock. All Awards under this subsection (B) are
 subject  to the  limitation  on the  number  of  shares  of  Common  Stock
 available  pursuant to Section 3 and to the terms and conditions set forth
 in this subsection (B) and subsection (C) below.

     As a condition to any Award  hereunder,  the Outside  Director will be
 required to pay to the Company a  non-refundable  amount  equal to the par
 value of the shares of  Restricted  Stock  awarded to him or her. Upon the
 granting of the  Restricted  Stock Award,  such Outside  Director shall be
 entitled  to all  rights  incident  to  ownership  of Common  Stock of the
 Company with respect to his or her Restricted  Stock,  including,  but not
 limited  to,  the right to vote such  shares  of  Restricted  Stock and to
 receive dividends thereon when, as and if paid; provided, however, that in
 no case may any shares of Restricted  Stock granted to an Outside Director
 be sold,  assigned,  transferred,  pledged, or otherwise encumbered during
 the Restricted  Period which shall not lapse until the earlier to occur of
 the following:  (i) normal  retirement  from the Board at age 72, (ii) the
 death or  disability of such Outside  Director,  (iii) a 50% change in the
 beneficial  ownership  of the  Company as defined in Rule 13d-3  under the
 Exchange  Act, or (iv)  voluntary  early  retirement to take a position in
 governmental  service.  In the  case of  voluntary  resignation  or  other
 termination  of service of an Outside  Director prior to the occurrence of
 any of the events  described in (i), (ii),  (iii) or (iv) of the preceding
 sentence,  any grant of  Restricted  Stock made to him or her  pursuant to
 this  subsection  (B) will be  forfeited  by such  Outside  Director.  Any
 Restricted  Stock so forfeited by an Outside  Director  shall not again be
 available  for the grant of  Awards  under the  Plan.  As used  herein,  a
 director shall be deemed  "disabled" when he or she is unable

<PAGE>
 to attend to his or her  duties  and  responsibilities  as a member of the
 Board because of incapacity due to physical or mental illness.

C. Transferability

     Subject to subsection (B) of Section 15 hereof,  Restricted  Stock may
 not be sold,  assigned,  transferred,  pledged,  or  otherwise  encumbered
 during a Restricted  Period,  which,  in the case of  Employees,  shall be
 determined by the Committee and which shall not be less than one year from
 the date such  Restricted  Stock was awarded,  and, in the case of Outside
 Directors,  shall be determined in accordance  with subsection (B) of this
 Section 8. The Committee may, at any time,  reduce the  Restricted  Period
 with respect to any outstanding  shares of Restricted  Stock awarded under
 the Plan to  Employees,  but in no event shall such  Restricted  Period be
 less than one year.

     During the Restricted Period, certificates representing the Restricted
 Stock  and  any  Retained   Distributions   shall  be  registered  in  the
 recipient's  name  and  bear  a  restrictive  legend  to the  effect  that
 ownership of such Restricted Stock (and any such Retained  Distributions),
 and the  enjoyment  of all rights  appurtenant  thereto are subject to the
 restrictions,   terms,  and  conditions  provided  in  the  Plan  and  the
 applicable  Agreement.   Such  certificates  shall  be  deposited  by  the
 recipient   with  the  Company,   together  with  stock  powers  or  other
 instruments  of  assignment,  each  endorsed  in blank,  which will permit
 transfer to the Company of all or any portion of the Restricted  Stock and
 any  securities   constituting  Retained   Distributions  which  shall  be
 forfeited  in  accordance  with  the Plan  and the  applicable  Agreement.
 Restricted Stock shall constitute issued and outstanding  shares of Common
 Stock for all corporate  purposes.  The  recipient  will have the right to
 vote such  Restricted  Stock,  to  receive  and retain  all  regular  cash
 dividends,  and to exercise all other rights,  powers, and privileges of a
 holder of Common Stock with  respect to such  Restricted  Stock,  with the
 exception  that (i) the recipient  will not be entitled to delivery of the
 stock certificate or certificates representing such Restricted Stock until
 the restrictions  applicable thereto shall have expired;  (ii) the Company
 will retain  custody of all Retained  Distributions  made or declared with
 respect to the Restricted Stock (and such Retained  Distributions  will be
 subject to the same  restrictions,  terms and conditions as are applicable
 to the Restricted Stock) until such time, if ever, as the Restricted Stock
 with respect to which such  Retained  Distributions  shall have been made,
 paid,   or  declared   shall  have  become   vested,   and  such  Retained
 Distributions  shall  not  bear  interest  or be  segregated  in  separate
 accounts;  (iii)  subject to  subsection  (B) of  Section  15 hereof,  the
 recipient may not sell, assign, transfer,  pledge, exchange,  encumber, or
 dispose of the Restricted Stock or any Retained  Distributions  during the
 Restricted  Period;  and  (iv) a breach  of any  restrictions,  terms,  or
 conditions  provided  in the Plan or  established  by the  Committee  with
 respect to any  Restricted  Stock or Retained  Distributions  will cause a
 forfeiture of such Restricted  Stock and any Retained  Distributions  with
 respect thereto.

SECTION 9.  MERIT AWARDS

    The Committee may from time to time make an award of Common Stock under
 the Plan to selected Employees for such reasons and in such amounts as the
 Committee,  in its sole discretion,  may determine.  As a condition to any
 such Merit  Award,  the  Committee  may  require an Employee to pay to the
 Company  an amount  equal to, or in excess of, the par value of the shares
 of Common Stock awarded to him or her.

SECTION 10. PERFORMANCE SHARES

    The  Committee  may  make  awards  of  Common  Stock,  evidenced  by an
 Agreement,  to selected Employees on the basis of the Company's  financial
 performance  in any given period.  Subject to the  provisions of the Plan,
 the  Committee  shall have sole and complete  authority  to determine  the
 Employees  who shall  receive such  Performance  Shares,  to determine the
 number of such shares to be granted for each  Performance  Period,  and to
 determine the duration of each such Performance Period.  There may be more
 than one Performance Period in existence at any one time, and the duration
 of Performance Periods may differ from each other.

    The Committee shall establish performance measures for each Performance
 Period on the basis of such criteria and to accomplish  such objectives as
 the Committee may from time to time,  in its sole  discretion,  determine.
 Such  measures  may  include,  but  shall  not be  limited  to,  return on
 investment,  earnings per share, return on shareholders' equity, or return
 to  shareholders.  The  performance  measures  determined by the Committee
 shall be established prior to the beginning of each Performance Period but
 may be  subject  to such  later  revisions  as the  Committee  shall  deem

<PAGE>
 appropriate.  Performance Shares may not be sold,  assigned,  transferred,
 pledged,  or  otherwise  encumbered,  except  as  herein  provided  and as
 provided in subsection  (E) of Section 11 and subject to subsection (B) of
 Section 15, during the Performance Period.

    The Committee shall determine,  in its sole  discretion,  the manner of
 payment, which may include (i) cash, (ii) shares of Common Stock, or (iii)
 shares of Restricted  Stock in such  proportions  as the  Committee  shall
 determine.  Employees may be offered the  opportunity to defer the receipt
 of payment of earned  Performance  Shares, and Common Stock may be granted
 as a bonus for deferral under terms as may be established by the Committee
 from time to time;  however, in no event shall the Common Stock granted as
 a bonus for deferral exceed 20% of the Performance Shares so deferred.

    An Employee must be employed by the Company at the end of a Performance
 Period in order to be entitled to payment of Performance Shares in respect
 of such  period;  provided,  however,  that in the event of an  Employee's
 cessation  of  employment  before  the end of  such  period,  or upon  the
 occurrence of his or her death, retirement, or disability, or other reason
 approved by the  Committee,  the  Committee  may, in its sole  discretion,
 limit such forfeiture.

SECTION 11. CONTINUED EMPLOYMENT, AGREEMENT TO SERVE AND EXERCISE PERIODS

    (A) Subject to the  provisions  of  subsection  (F) of this Section 11,
 every Option  (other than a Reload  Option) and SAR shall  provide that it
 may not be  exercised  in whole or in part for a period of one year  after
 the date of  granting  such Option  (unless  otherwise  determined  by the
 Committee) and, if the employment of the Employee shall terminate, for any
 reason other than death or  disability  (as defined in  subsection  (C) of
 this Section 11) as determined by the Committee,  prior to the end of such
 one year period or with respect to any Reload  Option such other period as
 may be specified by the Committee  within which such Reload Option may not
 be  exercised,  the Option  granted  to such  Employee  shall  immediately
 terminate.

    (B) Every  Option shall  provide  that in the event the  Employee  dies
 while  employed  by  Ashland;  during the period in which  Options  may be
 exercised  by  an  Employee  determined  to be  disabled  as  provided  in
 subsection (C) of this Section 11, or within three months after  cessation
 of employment for any cause, such Option shall be exercisable, at any time
 or from time to time, prior to the fixed termination date set forth in the
 Option,  by the  Beneficiaries  of the  decedent  for the number of shares
 which the Employee could have acquired under the Option  immediately prior
 to the Employee's death.

    (C) Every Option shall provide that in the event the  employment of any
 Employee  shall  cease by  reason  of  disability,  as  determined  by the
 Committee at any time during the term of the Option,  such Option shall be
 exercisable,  at any time or from  time to time by such  Employee  for the
 number of shares which the Employee  could have acquired  under the Option
 immediately  prior to the  Employee's  disability.  An  Option  held by an
 Employee determined by the Committee to be disabled prior to September 19,
 1996  shall  be  exercisable  during a  period  of one year of  continuing
 disability   following   termination  of  employment  by  reason  of  such
 disability.  An Option held by an Employee  determined by the Committee to
 be disabled on or after  September  19, 1996 shall be  exercisable  at any
 time prior to the fixed  termination date set forth in the Option. As used
 herein,  an  Employee  will be deemed  "disabled"  when he or she  becomes
 unable to perform the functions  required by his or her regular job due to
 physical  or  mental  illness  and,  in  connection  with the  grant of an
 Incentive Stock Option, shall be deemed disabled if he or she falls within
 the meaning of that term as provided in Section  22(e)(3) of the Code. The
 determination by the Committee of any question involving  disability shall
 be conclusive and binding.

    (D) Every Option shall provide that in the event the  employment of any
 Employee shall cease by reason of Retirement, such Option may be exercised
 only in  respect  of the number of shares  which the  Employee  could have
 acquired under the Option  immediately  prior to such Retirement.  Options
 held by an  Employee  who  retires  prior to  September  19, 1996 shall be
 exercisable for a period of three years after such Retirement  date, which
 three-year  period may be extended  at the  discretion  of the  Committee.
 Options  held by an  Employee  who retires on or after  September19,  1996
 shall be  exercisable  until the fixed  termination  date set forth in the
 Option.

    (E) Except as provided in subsections (A), (B), (C) (D) and (F) of this
 Section 11,  every Option  shall  provide  that it shall  terminate on the
 earlier to occur of the fixed  termination date set forth in the Option or
 three months after  cessation of the  Employee's  employment for any cause
 only in  respect  of the number of shares  which the  Employee

<PAGE>
 could have acquired under the Option  immediately  prior to such cessation
 of employment;  provided,  however,  that no Option may be exercised after
 the fixed termination date set forth in the Option.

    (F)  Notwithstanding  any provision of this Section 11 to the contrary,
 any Award granted pursuant to the Plan, except a Restricted Stock Award to
 Outside Directors, which is governed by Section 8, subsection (B), may, in
 the discretion of the Committee or as provided in the relevant  Agreement,
 become  exercisable,  at any time or from time to time, prior to the fixed
 termination  date set forth in the Award  for the full  number of  awarded
 shares or any part thereof, less such numbers as may have been theretofore
 acquired  under the Award (i) from and after the time the Employee  ceases
 to be an Employee of Ashland as a result of the sale or other  disposition
 by Ashland of assets or property  (including  shares of any Subsidiary) in
 respect of which such  Employee  had  theretofore  been  employed  or as a
 result of which such  Employee's  continued  employment with Ashland is no
 longer  required,  and (ii) in the case of a Change in Control of Ashland,
 from and after the date of such Change in Control.

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

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

SECTION 12. WITHHOLDING TAXES

    Federal,  state or  local  law may  require  the  withholding  of taxes
 applicable  to gains  resulting  from the  exercise  of an  Award.  Unless
 otherwise prohibited by the Committee,  each Employee may satisfy any such
 tax  withholding  obligation  by  any  of  the  following  means,  or by a
 combination of such means: (i) a cash payment, (ii) authorizing Ashland to
 withhold  from the  shares  of  Common  Stock  otherwise  issuable  to the
 Employee  pursuant  to the  exercise  or  vesting  of an Award a number of
 shares having a Fair Market Value, as of the Tax Date,  which will satisfy
 the amount of the  withholding  tax  obligation,  or (iii) by  delivery to
 Ashland of a number of shares of Common  Stock  having a Fair Market Value
 as of the Tax Date which will  satisfy the amount of the  withholding  tax
 obligation  arising from an exercise or vesting of an Award. An Employee's
 election to pay the withholding tax obligation by (ii) or (iii) above must
 be made on or before  the Tax Date,  is  irrevocable,  is  subject to such
 rules as the Committee may adopt, and may be disapproved by the Committee.
 If the amount  requested is not paid,  the  Committee  may refuse to issue
 Common Stock under the Plan.

SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

    In the  event of any  change  in the  outstanding  Common  Stock of the
 Company by reason of any stock split,  stock  dividend,  recapitalization,
 merger, consolidation, reorganization, combination, or exchange of shares,
 split-up,  split-off,  spin-off,  liquidation  or other similar  change in
 capitalization, or any distribution to common stockholders other than cash
 dividends,  the number or kind of shares that may be issued under the Plan
 pursuant to Section 3 and the number or kind of shares  subject to, or the
 price  per  share  under  any  outstanding  Award  shall be  automatically
 adjusted so that the  proportionate  interest  of the  Employee or Outside
 Director shall be maintained as before the occurrence of such event.  Such
 adjustment shall be conclusive and binding for all purposes of the Plan.


<PAGE>

SECTION 14. AMENDMENTS AND TERMINATIONS

    Unless the Plan shall have been terminated as hereinafter provided, the
 Plan  shall  terminate  on,  and  no  Award  (other  than  Reload  Options
 automatically  granted  pursuant  to  Section  6) shall be  granted  after
 January 26, 1998. The plan may be  terminated,  modified or amended by the
 shareholders of the Company.  The Board may at any time terminate,  modify
 or amend the Plan in such respects as it shall deem  advisable;  provided,
 however,  that the Board may not,  without  approval  by the  holders of a
 majority  of the  outstanding  shares of stock  present  and voting at any
 annual or special meeting of shareholders of Ashland: (i) increase (except
 as  provided  in Section  13) the  maximum  number of shares  which may be
 issued  pursuant  to the Awards  granted  under the Plan,  (ii) change the
 class of persons  eligible to receive  Awards,  (iii) change the manner of
 determining the minimum Exercise Price of Options other than to change the
 manner of  determining  the Fair Market  Value of the Common  Stock as set
 forth in Section 2, (iv)  extend the  period  during  which  Awards may be
 granted or exercised, or (v) amend any provision of the Plan insofar as it
 applies  specifically to Restricted  Stock Awards granted or to be granted
 to Outside Directors.

SECTION 15. MISCELLANEOUS PROVISIONS

    (A)  Except as to Awards to Outside  Directors,  no  Employee  or other
 person  shall  have any claim or right to be  granted  an Award  under the
 Plan.

    (B) An Employee's or Outside  Director's  rights and interest under the
 Plan may not be  assigned  or  transferred  in  whole  or in part,  either
 directly or by operation  of law or  otherwise  (except in the event of an
 Employee's or Outside Director's death, by will or the laws of descent and
 distribution),  including, but not by way of limitation,  execution, levy,
 garnishment, attachment, pledge, bankruptcy or in any other manner, and no
 such right or  interest of any  Employee  or Outside  Director in the Plan
 shall be  subject  to any  obligation  of  liability  of such  individual;
 provided,  however,  that an Employee's or Outside  Director's  rights and
 interest  under the plan may,  subject to the  discretion and direction of
 the Committee,  be made  transferable by such Employee or Outside Director
 during his or her  lifetime.  Except as specified in Section 8, the holder
 of an Award  shall  have  none of the  rights of a  shareholder  until the
 shares  subject  thereto  shall  have been  registered  in the name of the
 person receiving or person or persons exercising the Award on the transfer
 books of the Company.

    (C) No Common Stock shall be issued  hereunder  unless  counsel for the
 Company shall be satisfied  that such issuance will be in compliance  with
 applicable Federal, state, and other securities laws.

    (D) The expenses of the Plan shall be borne by the Company.

    (E) By accepting  any Award under the Plan,  each  Employee and Outside
 Director and each Personal Representative or Beneficiary claiming under or
 through him or her shall be  conclusively  deemed to have indicated his or
 her acceptance and ratification of, and consent to, any action taken under
 the Plan by the Company, the Board or the Committee.

    (F) Awards  granted under the Plan shall be binding upon  Ashland,  its
 successors, and assigns.

    (G) The appropriate officers of the Company shall cause to be filed any
 reports,  returns, or other information  regarding Awards hereunder or any
 Common  Stock issued  pursuant  hereto as may be required by Section 13 or
 15(d) of the  Exchange  Act, or any other  applicable  statute,  rule,  or
 regulation.

    (H) Nothing contained in this Plan shall prevent the Board of Directors
 from adopting other or additional  compensation  arrangements,  subject to
 shareholder approval if such approval is required.

    (I) Each Employee shall be deemed to have been granted any Award on the
 date the Committee  took action to grant such Award under the Plan or such
 later date as the Committee in its sole discretion  shall determine at the
 time such grant is  authorized;  provided,  however,  that a Reload Option
 shall be  deemed to have been  granted  on the date on which the  Original
 Option  is  exercised  or such  later  date as the  Committee  in its sole
 discretion shall determine prior to the date on which such exercise occurs
 and a subsequent Reload Option shall be deemed to have been granted on the
 date on which the underlying Reload Option is exercised or such later date
 as the Committee in its sole discretion  shall determine prior to the date
 on which such exercise occurs.
<PAGE>

SECTION 16. EFFECTIVENESS OF THE PLAN

    The Plan shall be  submitted  to the  shareholders  of the  Company for
 their  approval  and adoption on January 28, 1993 or such other date fixed
 for the next meeting of  shareholders  or any  adjournment or postponement
 thereof.  The Plan  shall  not be  effective  and no  Award  shall be made
 hereunder  unless and until the Plan has been so approved and adopted at a
 meeting of the Company's shareholders.

SECTION 17. GOVERNING LAW

    The  provisions  of this Plan shall be  interpreted  and  construed  in
 accordance with the laws of the Commonwealth of Kentucky.