Form of Notice Granting Restricted Stock Awards

FORM OF RESTRICTED STOCK AGREEMENT


Name of Company: ASHLAND INC.


Name of Participant:


Number of Shares of Ashland Inc.
Common Stock


Par Value Per Share: $1.00


Vesting Schedule:


Date of Award:


WHEREAS, Ashland Inc. (hereinafter called "Ashland") desires to award to the above-named Participant (hereinafter called the "Participant"), ______ shares of Ashland Common Stock, par value $1.00 per share, subject to certain restrictions (hereinafter called "Restricted Stock"), pursuant to the Amended and Restated Ashland Inc. Incentive Plan (hereinafter called the "Plan"), in order to provide the Participant with an additional incentive to continue his/her services to Ashland and to continue to work for the best interests of Ashland;


NOW, THEREFORE, Ashland hereby confirms this award to the Participant, as a matter of separate agreement and not in lieu of salary or any other compensation for services, of the number of shares of Restricted Stock set forth above, subject to and upon all the terms, provisions and conditions contained herein and in the Plan, which is incorporated by reference. Full details of the Plan are in the legal text of the Plan. If there are any differences between the general description of the restrictions offered herein and the legal text of the Plan, the Plan governs.


Your award will be evidenced by the issuance of Restricted Stock Certificates. Each certificate issued in respect of shares of Restricted Stock shall be registered in the name of the Participant, but held in the custody of Ashland along with a copy of an executed Stock Power (the form of which is attached hereto as Exhibit A), and shall bear the following legend:


"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeitures) contained in the Amended and Restated Ashland Inc.
Incentive Plan and an Agreement entered into between the registered
owner and Ashland Inc."


The Restricted Stock will vest according to the Vesting Schedule and may not be sold, assigned, transferred, pledged, or otherwise encumbered (except to the extent such shares shall have vest ...