(Retirement Agreement with Michael D. Rose)



  ASHLAND INC. 50 E. RIVERCENTER BLVD. P.O. BOX 391 COVINGTON, KY 41012-0391

PHILIP W. BLOCK
Administrative Vice President
Human Resources
(606) 815-3759
(606) 815-5053 (FAX)



                                  November 22, 1999


Mr. Michael D. Rose
Midaro Investments, Inc.
6305 Humphreys Blvd.
Suite 110
Memphis, TN 38120

Dear Mike:

The purpose of this letter is to confirm our discussions earlier this month
in Covington, regarding your retirement from the Board and the operation of
our various  compensation  and benefit  programs.  The Board  approved  our
proposals and recommendations at its meeting on November 4, 1999.

I.       Your participation in the Directors'  Charitable Award Program was
         approved.  Thus, as contemplated  under the program,  Ashland will
         donate   $1,000,000   upon   your   death   to   your   designated
         beneficiaries.

II.      Under the shareholder-approved plan governing the restricted stock
         grants you've previously received,  your retirement will result in
         the  forfeiture of the shares.  Ashland will pay to you the market
         value of those  shares  on the  date of your  retirement  from the
         Board.

III.     With respect to the stock options you've  previously been granted,
         you  will  have  one year  from  the  date of your  retirement  to
         exercise  the  options.  To the  extent  you have  not  exercised,
         Ashland will pay to you the Black-Scholes value of the unexercised
         option shares.  The Black-Scholes  value will be determined on the
         first anniversary of your date of retirement.

IV.      Your account  balance under the Directors'  Deferred  Compensation
         Plan will be paid to you in accordance with your previously  filed
         elections.

V.       As you may recall,  the  Directors'  Retirement  and Death Benefit
         Plans were  terminated  and benefits  were  converted to shares of
         Ashland  Common  Stock  under  the  Deferred   Retirement  Benefit
         Account.  The shares allocated to this account will be paid to you
         in accordance with your previously filed elections.

A  detail  of  your  current  elections  and  account  balances  under  the
above-mentioned  plans is enclosed  with this  letter.  Should you have any
questions,  please don't hesitate to contact me or Susan Esler,  Manager of
Executive Compensation, at 606/815-3543.

                                               Sincerely,


                                                  /s/ Phil

                                               Philip W. Block
Enclosure