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, THOMAS L. 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 5, 1998
/s/ Paul W. Chellgren /s/ Ralph E. Gomory
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Paul W. Chellgren, Chairman of the Board Ralph E. Gomory, Director
and Chief Executive Officer
/s/ J. Marvin Quin /s/ Bernadine P. Healy
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J. Marvin Quin, Senior Vice President and Bernadine P. Healy, Director
Chief Financial Officer
/s/ Kenneth L. Aulen /s/ Mannie L. Jackson
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Kenneth L. Aulen, Administrative Vice President, Mannie L. Jackson, Director
Controller and Principal Accounting Officer
/s/ Samuel C. Butler /s/ Patrick F. Noonan
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Samuel C. Butler, Director Patrick F. Noonan, Director
/s/ Frank C. Carlucci /s/ Jane C. Pfeiffer
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Frank C. Carlucci, Director Jane C. Pfeiffer, Director
/s/ Ernest H. Drew /s/ Michael D. Rose
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Ernest H. Drew, Director Michael D. Rose, Director
/s/ James B. Farley /s/ William L. Rouse, Jr.
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James B. Farley, Director William L. Rouse, Jr., Director
ASHLAND INC.
Certificate of Assistant Secretary
The undersigned hereby certifies that he is an Assistant Secretary
of Ashland Inc., a Kentucky corporation (the "Corporation"), and that, as
such, he is authorized to execute this Certificate on behalf of the
Corporation and further certifies that:
(a) Attached hereto as Exhibit A is a true and correct copy
of an excerpt from the minutes of the meeting of the
Board of Directors of the Corporation held on November 5,
1998, setting forth certain actions taken at such
meeting, and the powers and authorities granted pursuant
to such actions have at all times been in effect without
amendment, waiver, rescission or modification since
November 5, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Corporation on this 18th day of November, 1998.
/s/ T. C. Wales
---------------------------------
T. C. Wales
Assistant Secretary
[SEAL]
EXHIBIT A
EXCERPT FROM
MINUTES OF DIRECTORS' MEETING
ASHLAND INC.
November 5, 1998
RESOLVED, that the Corporation's Annual Report to the Securities and
Exchange Commission (the "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, the
President, 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.