ASHLAND INC.
                    DIRECTORS' CHARITABLE AWARD PROGRAM
                       (Amended as of November 7, 2002)


     1.  Purpose.  The purpose of the Ashland  Inc.  Directors'  Charitable
Award  Program (the  "Program")  is to enhance the  competitiveness  of the
Company's Director benefits program, thereby aiding Ashland Inc. ("Ashland"
or the  "Company") in the  attraction and retention of Board members of the
highest  caliber.  The  Program  also  provides a  cost-effective  means to
recognize  the  mutual  interest  of  the  Company  and  its  Directors  in
supporting   worthy  charitable  and  educational   institutions,   thereby
advancing the social and charitable goals and objectives of the Company and
its Directors.

     2. Definitions.

     (a) "Ashland" - means Ashland Inc.

     (b) "Board" or "Board or  Directors" - means the Board of Directors of
Ashland or its designee.

     (c)  "Change  in  Control"  - shall be  deemed  to occur  (1) upon the
approval of the Board of  Directors of Ashland (or if approval of the Board
of  Directors  of  Ashland  is  not  required  as  a  matter  of  law,  the
shareholders  of  Ashland) of (A) any  consolidation  or merger of Ashland,
other than a  consolidation  or merger of Ashland  into or with a direct or
indirect wholly-owned subsidiary, in which Ashland is not the continuing or
surviving  corporation  or pursuant to which shares of Ashland Common Stock
would be converted  into cash,  securities or other  property  other than a
merger in which the holders of Ashland  Common Stock  immediately  prior to
the merger will have the same  proportionate  ownership  of common stock of
the  surviving  corporation  immediately  after the  merger,  (B) any sale,
lease,  exchange,  or other  transfer  (in one  transaction  or a series of
related  transactions) of all or  substantially  all the assets of Ashland,
provided,  however,  that no sale, lease, exchange or other transfer of all
or substantially  all the assets of Ashland shall be deemed to occur unless
assets  constituting  80% of the total  assets of Ashland  are  transferred
pursuant to such sale, lease,  exchange or other transfer,  or (C) adoption
of any plan or proposal for the  liquidation or dissolution of Ashland,  or
(2) when any  "person"  (as  defined  in  Section  13(d) of the  Securities
Exchange  Act of 1934),  other than Ashland or any  subsidiary  or employee
benefit  plan or trust  maintained  by Ashland or any of its  subsidiaries,
shall  become the  "beneficial  owner" (as  defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly,  of more than 15%
of the Ashland  Common  Stock  outstanding  at the time,  without the prior
approval of the Board of Directors of Ashland, or (3) if at any time during
a period of two consecutive years, individuals who at the beginning of such
period  constituted  the Board of Directors of Ashland  shall cease for any
reason to  constitute at least a majority  thereof,  unless the election or
nomination  for  election by  Ashland's  shareholders  of each new director
during 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 Ashland'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,  Ashland and Marathon  Ashland  Petroleum LLC, as amended
from time to time, shall not be deemed to constitute a Change in Control.

     (d) "Director" - means a member of Ashland's Board of Directors.

     (e)  "Director  Retirement  Plan" - means the  Ashland  Inc.  Director
Retirement Plan in effect from time to time.

     (f)  "Disability"  - means a Director's  incapacity due to physical or
mental  illness for a period of six (6) months or more during  which period
the Director is unable to attend to his or her duties and  responsibilities
as a member of the Board.

     (g) "Donation" - means a charitable  contribution made under the terms
of this Program.

     (h)  "Program" - means the Ashland Inc.  Directors'  Charitable  Award
Program.

     3. Eligibility Criteria.

     All  current  and future  Directors  of Ashland  shall be  eligible to
participate in the Program.  However,  former  directors (whose service has
ceased prior to the effective date of the Program) shall not be eligible to
participate.

     4. Grant Procedure.

     (a) Each eligible  Director  will become a participant  in the Program
upon  submission  of a form  approved  by  Ashland  for this  purpose  (the
"Beneficiary  Recommendation Form") to the Vice President,  Corporate Human
Resources (the "Human  Resources  Department") of Ashland  designating that
one or more  organization(s)  be  considered  for a grant of all or part of
$1,000,000,  payable following the death of the Director.  However, no more
than ten (10)  organizations  may be  recommended  by any  Director and the
amount of the  recommended  Donation  must not be less than $100,000 to any
one organization.

     (b) In order to qualify for a grant under this Program, the designated
charity must be a tax-exempt  organization  under Section  501(c)(3) of the
Internal  Revenue  Code  of  1986,  as  amended  (i.e.,  civic,  religious,
educational  or  medical/health  care  organizations),  and the  designated
charity's  activities  or purposes  must be  compatible  with the goals and
objectives of Ashland's charitable programs.

     (c) Each organization  recommended by a Director to receive a Donation
is subject to the review and initial  approval of Ashland's Human Resources
Department,  with the final  determination  as to whether  an  organization
meets the eligibility  requirements at the time a Donation is to be made to
be decided jointly by the Chairman and Chief  Executive  Officer of Ashland
and the Chairman of the Personnel and Compensation Committee of the Board.

     (d) The recommendation of a beneficiary may be revoked or revised by a
Director  at any time  before his or her death by the  completion  of a new
Beneficiary  Recommendation  Form,  unless  a  Director  elects  to  make a
recommendation irrevocable.

     (e)  A  Director  can  make  the   recommendation   of  a  beneficiary
irrevocable  as to all or a portion  of the  recommended  Donation  for the
organization.  An  irrevocable  recommendation  cannot  be  changed  by the
Director unless the recommended organization ceases to meet the eligibility
requirements of Section 4(b) under the Program.

     (f) A Director may request Ashland to notify an  organization  that it
has been  selected  by the  Director  to receive a Donation  by so advising
Ashland on the Beneficiary Recommendation Form.

     (g) If  any  organization  recommended  by a  Director  to  receive  a
Donation ceases to meet the requirements of Section 4(b), the Director will
be  advised  of  such  and  given  an  opportunity  to  revise  his  or her
Beneficiary  Recommendation  Form. If a revised Beneficiary  Recommendation
Form is not submitted by the Director  before his or her death,  the amount
recommended  for that  particular  organization  shall be divided among the
Director's  remaining  recommended  qualified  organizations  on a prorated
basis.  If all the  organizations  selected by a Director cease to qualify,
Ashland will, in its sole discretion, select the organization(s) to receive
the Donation(s) on behalf of the Director.

     (h) No Donation  will be made on behalf of a Director if a  Director's
termination  from Board service is for any reason other than: (1) mandatory
retirement at age 72 under the Ashland Inc.  Director  Retirement Plan; (2)
death; (3) Disability; (4) voluntary early retirement to take a position in
public  governmental  service;  or (5) a  Change  in  Control  of  Ashland;
however,  the Board of Directors shall have plenary  authority to authorize
that a Donation be made on behalf of a retiring Director, provided that the
Director  has a  minimum  of ten (10)  years  service  as a  Director  with
Ashland.

     (i) Any Donation  made under this Program  shall  generally be made as
soon as practicable  following the eligible  Director's  death. The payment
shall be  identified  as a gift in honor of the service of the  Director on
Ashland's Board of Directors. Payment shall be contingent upon presentation
to the Human Resources  Department of proof of the Director's death and the
continued approval of the Director's recommendations.

     5. Miscellaneous Provisions.

     (a) An eligible  Director's  rights and interest under the Program may
not be assigned or  transferred in whole or in part.  Nothing  contained in
this  Program  shall  create,  or be deemed to create,  a trust  (actual or
constructive) for the benefit of a Director or any organization recommended
by a Director to receive a Donation.

     (b) In order to financially support the Program,  Ashland may elect to
purchase a life  insurance  policy or  policies  insuring  the lives of the
Directors.  Ashland will be the sole owner and beneficiary thereof. Neither
the Directors nor the charitable organizations recommended by the Directors
will have any rights or beneficial  ownership  interests in any such policy
or policies acquired by Ashland.  Directors may be asked to provide certain
medical and other information to assist Ashland in acquiring such policy or
policies.

     (c) The expenses of the Program shall be borne by Ashland.

     (d) The Program shall be administered and interpreted by the Personnel
and Compensation  Committee of the Board (the  "Committee").  The Committee
shall have plenary authority to prescribe,  amend, suspend or terminate the
Program (or any rules, regulations, and procedures relating to the Program)
at any time in its sole  discretion  without the  consent of the  Directors
participating in the Program.  The determinations of the Committee shall be
conclusive  and  binding on all  interested  parties.  The Human  Resources
Department   of  Ashland,   or  its   designee,   shall  be  delegated  the
responsibility  of preparing  and  distributing  periodic  reports,  making
disbursements, and administering the Program.

     (e) The provisions of this Program shall be interpreted  and construed
in accordance with the laws of the Commonwealth of Kentucky.

     (f) Benefits payable under this Program shall be binding upon Ashland,
its successors and assigns.

     (g) The effective date of this Program shall be December 1, 1990.