Supplemental Early Retirement Plan

TENTH AMENDED AND RESTATED
ASHLAND INC.
SUPPLEMENTAL EARLY RETIREMENT PLAN
FOR CERTAIN EMPLOYEES
November 4, 1999


ARTICLE I. PURPOSE AND EFFECTIVE DATE. 1.01 PURPOSE
The purpose of the Plan is to allow designated employees to retire
prior to their sixty-fifth birthday without an immediate
substantial loss of income. This Plan is a supplemental retirement
arrangement for a select group of management. 1.02 EFFECTIVE DATE
The Tenth Amended and Restated Ashland Inc. Supplemental Early
Retirement Plan for Certain Employees is hereby amended effective
November 4, 1999. However, the rights and obligations of Employees
who were selected by the Board or approved for participation
pursuant to the eligibility requirements of the Plan to receive a
benefit under the Plan, or who were receiving benefits prior to
November 4, 1999 shall be governed by the terms of the Plan in
effect at the time of each such Employee's Effective Retirement
Date, unless otherwise determined by the Committee in its sole
discretion. ARTICLE II. DEFINITIONS.
The following terms used herein shall have the following meanings
unless the context otherwise requires: 2.01 "Age" - means the age of an Employee as of his or her last
birthday, except as may otherwise be provided under Sections
5.01 and 5.02 in the event of a Change in Control. 2.02 "Annual Retirement Income" - means the annual income payable under
this Plan by Ashland for the lifetime of a Participant commencing
on such Participant's Effective Retirement Date and ending on his
or her date of death, subject to the provisions of Section 5.04. 2.03 "Ashland" - means Ashland Inc. and its present or future
subsidiary corporations. 2.04 "Board" - means the Board of Directors of Ashland and its
designees. 2.05 "Change in Control" - shall be deemed to occur (1) upon the
approval of the shareholders of Ashland (or if such approval is
not required, 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 Ashland
common stock would be converted into cash, securities or other
property other than a merger in which the holders of Ashland
common stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving
corporation immediately after the merger, (B) any sale, lease,
exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of
Ashland, or (C) adoption of any plan or proposal for the
liquidation or dissolution of Ashland, (2) when any "person" (as
defined in Section 3(a)(9) or 13(d) of the Securities Exchange Act
of 1934), other than Ashland or any subsidiary or employee benefit
plan or trust maintained by Ashland or any of its subsidiaries,
shall become the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or
indirectly, of more than 15% of the Ashland common stock
outstanding at the time, without the approval of the Board, or (3)
if at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the
Board shall cease for any reason to constitute at least a majority
thereof, unless the election or nomination for election by
Ashland's shareholders of each new director during 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. 2.06 "Committee" - means the Personnel and Compensation Committee of
the Board and its designees. 2.07 "Effective Retirement Date" - means the date upon which a
Participant retires under this Plan which shall be the first day
of the month following the Participant's 62nd birthday or, at
Ashland's discretion or as otherwise provided in Article V or VI,
any earlier age. Upon approval as provided in Sections 3.01 and
3.02, the "Effective Retirement Date" of a Participant may occur
after the Employee reaches age 62. The Effective Retirement Date
of an Employee who becomes a Participant under Section 3.03
because of a Change in Control and who is considered to be a Level
I or II participant in the Incentive Compensation Plan and who has
an Employment Agreement shall be the first day of the month
following (i) such Employee's termination for reasons other than
"Cause" or (ii) such Employee's resignation for "Good Reason." The
Effective Retirement Date of an Employee who becomes a Participant
under Section 3.03 because of a Change in Control and who is
considered to be a Level III, IV or V participant in the Incentive
Compensation Plan, or who is considered to be a Level I or II
participant in the Incentive Compensation Plan and who does not
have an Employment Agreement, shall be the first day of the month
following such Employee's termination for reasons other than
"Cause". For Employees who do not have an Employment Agreement
with Ashland, "Cause" shall have the meaning given to that word in
Section 3.05. 2.08 "Employee" - means an employee of Ashland who (i) is at least 55
years of age or such earlier age pursuant to Section 5.06(b); and
(ii) is deemed on the Effective Retirement Date to be a Level V or
above employee under the Incentive Compensation Plan.
Notwithstanding anything herein to the contrary, if, after a
Change in Control, an Employee is terminated other than for
"Cause" or, in the case of a Level I or II Employee having an
Employment Agreement, resigns for "Good Reason," the age 55
threshold in clause (i) does not apply and is inapplicable. 2.09 "Employment Agreements" - means those contractual agreements, in
effect from time to time, which are approved by the Board and
which provide an Employee with a specified period of employment
and other benefits. 2.10 "Final Average Bonus" - means the Participant's average bonus paid
under the Incentive Compensation Plan (including amounts that may
have been deferred) during the highest thirty-six (36) months out
of the final sixty-month (60) period. For these purposes, the
"bonus paid" for a particular month within a particular fiscal
year under such plan shall be equal to the amount of such bonus
actually paid (regardless of the date paid, but excluding any
adjustment for the deferral of such payment) to such Participant
on account of such fiscal year divided by the number of months
contained in such fiscal year which were used in determining the
amount of such bonus actually paid to such Participant. 2.11 "Final Average Compensation" - means the average total
compensation paid during the highest thirty-six months (36) out of
the final sixty-month (60) period. For these purposes, "total
compensation paid" is the sum of the "compensation paid" and the
"bonus paid" during a particular month. "Compensation paid" shall
be the base rate of compensation for such Participant in effect on
the first day of such calendar month. "Bonus paid" shall have the
same meaning as set forth in Section 2.10. In the event a payment
is due under the Plan after a Change in Control because the
Participant was terminated other than for "Cause" or resigned for
"Good Reason," the calculation of Final Average Compensation shall
include the amount paid under such Participant's Employment
Agreement. The amount so paid shall be divided by 36 to derive the
monthly "total compensation paid" it represents. 2.12 "Incentive Compensation Plan" - means the Ashland Inc. Incentive
Compensation Plan or the Ashland Inc. Incentive Compensation Plan
for Key Executives, as applicable, including any successor to such
plans. 2.13 "Participant" - means an Employee who has been approved for
participation in the Plan pursuant to Article III or Section 5.06. 2.14 "Plan" - means the Tenth Amended and Restated Ashland Inc.
Supplemental Early Retirement Plan for Certain Employees as set
forth herein. 2.15 "Service" - means the number of years and fractional years of
employment by Ashland of an Employee, measured from the first day
of the month coincident with or next succeeding his or her initial
date of employment up to and including such Employee's Effective
Retirement Date. For purposes of this Section 2.15, Service shall
include an Employee's employment with a subsidiary or an affiliate
of Ashland determined in accordance with rules from time to time
adopted or approved by the Board, or its delegate. ARTICLE III. PARTICIPATION IN PLAN.
Eligibility for benefits shall be determined as follows: 3.01 EMPLOYEES WHO REQUIRE BOARD APPROVAL
Except as otherwise provided in Section 3.03, an Employee who on
the Effective Retirement Date is deemed to be a Level I or II
participant under the Incentive Compensation Plan shall require
Board approval to participate in this Plan. 3.02 EMPLOYEES WHO REQUIRE CEO OR OTHER APPROVAL
Except as otherwise provided in Section 3.03, an Employee who on
the Effective Retirement Date is deemed to be a Level III, IV, or
V participant under the Incentive Compensation Plan shall require
the approval of either (i) Ashland's Chief Executive Officer or
(ii) Ashland's Administrative Vice President, Human Resources and
either the President or the Chief Financial Officer to participate
in this Plan. 3.03 AUTOMATIC APPROVAL FOR CHANGE IN CONTROL
Subject to the provisions of Article VI, in the event of a Change
in Control (as defined in Section 2.05), an Employee who is deemed
to be a Level I, II, III, IV or V participant under the Incentive
Compensation Plan shall automatically be deemed to be approved by
the Board or by the Chief Executive Officer, as applicable, for
participation under this Plan. 3.04 OTHER APPROVALS
The Board or Chief Executive Officer, as applicable, may approve
such employees for participation in the Plan as they deem to be
appropriate, all in its or his sole discretion. 3.05 TERMINATION FOR CAUSE
Ashland reserves the right to terminate any Participant for
"Cause" prior to his or her Effective Retirement Date, with a
resulting forfeiture of the payment of benefits under the Plan.
Ashland also reserves the right to terminate any Participant's
participation in the Plan for "Cause" subsequent to his or her
Effective Retirement Date. For purposes of this Section 3.05,
"Cause" shall mean the willful and continuous failure of a
Participant to substantially perform his or her duties to Ashland
(other than any such failure resulting from incapacity due to
physical or mental illness), or the willful engaging by a
Participant in gross misconduct materially and demonstrably
injurious to Ashland, each to be determined by Ashland in its sole
discretion. ARTICLE IV. INTERACTION WITH EMPLOYMENT AGREEMENTS. 4.01 TERMINATIONS - GENERAL
Notwithstanding any provision of this Plan to the contrary, an
Employee who has entered into an Employment Agreement with Ashland
and who is either terminated without "Cause" prior to a "change in
control of Ashland" or is terminated without "Cause" or resigns
for "Good Reason" following a "change in control of Ashland" (each
quoted term as defined in the applicable employment agreement)
shall be entitled to receive the benefits as provided pursuant to
this Plan. Benefits payable hereunder in such a situation shall be
calculated in accordance with the payment option selected by the
Employee at such time. 4.02 BENEFITS PRIOR TO "CHANGE IN CONTROL."
If the Employee's termination is without "Cause" prior to a
"change in control of Ashland," the benefits payable hereunder
shall commence no earlier than as of the first day of the calendar
month coincident with or next following the second anniversary
following the Employee's "Date of Termination" (as defined in the
applicable employment agreement); however, if the Employee elects
to receive such benefits in a lump sum as provided in Section
5.04(b)(1), such benefits shall commence and be payable as therein
specified. 4.03 BENEFITS SUBSEQUENT TO A "CHANGE IN CONTROL."
If the Employee's termination is without "Cause" or he or she
resigns for "Good Reason" following a "change in control of
Ashland," benefits payable hereunder shall begin as of the first
day of the calendar month next following the Participant's
Effective Retirement Date. 4.04 SUBSEQUENT ACTIVITY IN CONFLICT WITH ASHLAND
The provisions of this Section 4.04 shall apply to Level I, II,
III, IV and V Participants, regardless of whether such a
Participant has an Employment Agreement; except that the
provisions of this Section 4.04 shall not apply to any Participant
who was approved for participation hereunder under the provisions
of Section 3.03. If a Participant accepts, during a period of five
(5) years subsequent to his or her Effective Retirement Date, any
consulting or employment activity which is in direct and
substantial conflict with the business of Ashland at such time
(such determination regarding conflicting activity to be made in
the sole discretion of the Board), he or she shall be considered
in breach of the provisions of this Section 4.04; provided,
however, he or she shall not be restricted in any manner with
respect to any other non-conflicting activity in which he or she
is engaged.


If a Participant wishes to accept employment or consulting
activity which may be prohibited under this Section 4.04, such
Participant may submit to Ashland written notice (Attention:
Administrative Vice President, Human Resources) of his or her wish
to accept such employment or consulting activity. If within ten
(10) business days following receipt of such notice Ashland does
not notify the Participant in writing of Ashland's objection to
his or her accepting such employment or consulting activity, then
such Participant shall be free to accept such employment or
consulting activity for the period of time and upon the basis set
forth in his or her written request. In the event the provisions
of this Section 4.04 are breached by a Participant, the
Participant shall not be entitled to any additional periodic
payments hereunder and shall be liable to repay to Ashland all
amounts such Participant received prior to such breach. If a
Participant who breaches the provisions of this Section 4.04
received a lump sum distribution of his or her benefit prior to
such breach, such Participant shall be liable to repay to Ashland
the amount of such distribution. If a Participant who breaches the
provisions of this Section 4.04 deferred all or any part of a lump
sum distribution hereunder to the Ashland Inc. Deferred
Compensation Plan, the amount so deferred shall be forfeited, and
if any amount of the amount so deferred was distributed from the
Ashland Inc. Deferred Compensation Plan before the breach
occurred, the amount so distributed shall be repaid to Ashland.
Any repayment of benefits hereunder shall be assessed interest at
the rate applicable for the calculation of a lump sum payment
under Section 5.04(b) for the month in which the breach occurs,
with such interest compounded monthly from the month in which the
breach occurs to the month in which such repayment is made to
Ashland. Ashland shall have available to it all other remedies at
law and equity to remedy a breach of this Section 4.04. ARTICLE V. ANNUAL RETIREMENT INCOME AND OTHER BENEFITS. 5.01 LEVELS I AND II.
The Annual Retirement Income of a Participant who is deemed to be
a Level I or II Participant under the Incentive Compensation Plan
shall be equal to:
(a) PRE-AGE 62 BENEFIT
A Participant who retires under this Plan, including a
Participant to whom the provisions of paragraph (d) of
this Section 5.01 apply, shall receive an Annual
Retirement Income from and after the first day of the
calendar month next following his or her Effective
Retirement Date until the end of the month in which he or
she attains age 62 equal to the greater of (1) the
amounts provided in the following schedule or (2) 50% of
Final Average Compensation. Notwithstanding the previous
sentence, in the event such Participant retired with less
than 20 years of Service, such Annual Retirement Income
shall be multiplied by a fraction (A) the numerator of
which is such Participant's years of and fractional years
of Service, and (B) the denominator of which is twenty
(20).


% OF
RETIREMENT COMPENSATION


1st - Year After Effective 75%
Retirement Date
2nd - " 70%
...