POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation, which is about to file an
Annual Report on Form 10-K with the Securities and Exchange Commission
under the provisions of the Securities Exchange Act of 1934, as amended,
hereby constitutes and appoints PAUL W. CHELLGREN, THOMASL. FEAZELL and
DAVID L. HAUSRATH, and each of them, his true and lawful attorneys-in-fact
and agents, with full power to act without the others to sign and file such
Annual Report and the exhibits thereto and any and all other documents in
connection therewith with the Securities and Exchange Commission, and to do
and perform any and all acts and things requisite and necessary to be done
in connection with the foregoing as fully as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Dated: November 6, 1997
/s/ Paul W. Chellgren /s/ Ralph E. Gomory
- ------------------------------------------ -----------------------------------------
Paul W. Chellgren, Chairman of the Board Ralph E. Gomory, Director
and Chief Executive Officer
/s/ J. Marvin Quin /s/ Mannie L. Jackson
- ------------------------------------------ -----------------------------------------
J. Marvin Quin, Senior Vice President Mannie L. Jackson, Director
and Chief Financial Officer
/s/ Jack S. Blanton /s/ Patrick F. Noonan
- ------------------------------------------ -----------------------------------------
Jack S. Blanton, Director Patrick F. Noonan, Director
/s/ Thomas E. Bolger /s/ Jane C. Pfeiffer
- ------------------------------------------ -----------------------------------------
Thomas E. Bolger, Director Jane C. Pfeiffer, Director
/s/ Samuel C. Butler /s/ Michael D. Rose
- ------------------------------------------ -----------------------------------------
Samuel C. Butler, Director Michael D. Rose, Director
/s/ Frank C. Carlucci /s/ William L. Rouse, Jr.
- ------------------------------------------ -----------------------------------------
Frank C. Carlucci, Director William L. Rouse, Jr., Director
/s/ Robert B. Stobaugh
-----------------------------------------
Robert B. Stobaugh, Director
ASHLAND INC.
Assistant Secretary's Certificate
I, T. CODY WALES, an Assistant Secretary of Ashland Inc., a
Commonwealth of Kentucky corporation (the "Corporation"), do hereby certify
as follows:
1. Attached hereto as Exhibit A is a true and correct copy of
resolutions duly adopted by the Board of Directors of the
Corporation at a meeting duly called and held on November 6, 1997;
at such meeting a quorum was present and acting throughout; and
such resolutions have not been amended or rescinded and are in
full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation on this 10th day of November, 1997.
/s/ T. C. Wales
------------------------
T. C. Wales
Assistant Secretary
[S E A L]
EXHIBIT A
Board Resolutions Related to Annual Report on Form 10-K
The Chairman called attention to the Corporation's Annual Report on Form
10-K, a draft of which was previously circulated to the Board. After
discussion, upon motion duly made and seconded, the following resolutions
were unanimously adopted:
RESOLVED, that the Corporation's Annual Report to the Securities
and Exchange Commission ("SEC") on Form 10-K (the "Form 10-K") in
the form previously circulated to the Board in preparation for the
meeting be, and it hereby is, approved with such changes as the
Chairman of the Board, any Vice President, the Secretary or David
L. Hausrath ("Authorized Persons") shall approve, the execution
and filing of the Form 10-K with the SEC to be conclusive evidence
of such approval; provided, however, that without derogating from
the binding effect of the above, it is understood that an
Authorized Person shall cause the distribution, prior to the
filing with the SEC, of a copy of such Form 10-K to the directors
in substantially that form which is to be filed with the SEC and
that each director's oral concurrence with respect to such form
shall be obtained prior to the filing with the SEC;
FURTHER RESOLVED, that the Authorized Persons be, and each of them
hereby is, authorized to file with the SEC the Form 10-K and any
amendments thereto on Form 10-K/A and/or any other applicable
form; and
FURTHER RESOLVED, that the Authorized Persons be, and each of them
hereby is, authorized and directed to take such other action as
may be necessary and proper to implement the foregoing
resolutions.