ASHLAND INC
EXHIBIT 10.9 PENSION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>pension.txt
<DESCRIPTION>EXHIBIT 10.9 PENSION PLAN
<TEXT>


                    ASHLAND INC. NONQUALIFIED EXCESS BENEFIT
                         PENSION PLAN - 1996 RESTATEMENT
           as adopted on September 19, 1996 and as amended thereafter
------------------------------------------------------------------------------

     WHEREAS, the Employee Retirement Income Security Act of 1974 ("ERISA")
establishes   maximum   limitations  on  benefits  and   contributions  for
retirement  plans  which meet the  requirements  of  Section  401(a) of the
Internal Revenue Code of 1986, as amended ("Code");

     WHEREAS,  Ashland Inc. ("Ashland" or the "Company")  maintains certain
pension  plans which are subject to the aforesaid  limitations  on benefits
and contributions;

     WHEREAS,  Ashland adopted the Ashland Oil, Inc.  Nonqualified  Pension
Plan as of  September  24,  1975  (which is now  called  the  Ashland  Inc.
Nonqualified  Excess  Benefit  Pension Plan,  otherwise  referred to as the
"Plan"),  for the purpose of providing  benefits  for certain  employees in
excess of the aforesaid limitations;

     WHEREAS,  the Plan was amended and completely  restated as of July 21,
1977;  WHEREAS,  the Plan was amended and completely restated as of October
1, 1982;  WHEREAS,  the Plan was  amended  and  completely  restated  as of
November 3, 1988;  WHEREAS,  Ashland has  retained  the  authority  to make
additional amendments to or terminate the Plan;

     WHEREAS, Ashland desires to further amend and restate the Plan and, as
so amended, to continue the Plan in full force and effect;

     NOW,  THEREFORE,  effective  September  19, 1996,  Ashland does hereby
further amend and restate the Plan in accordance  with the following  terms
and conditions:

     1.  Designation  and  Purpose  of  Plan.  The Plan is  designated  the
"Ashland Inc.  Nonqualified  Excess  Benefit  Pension Plan"  ("Plan").  The
purpose of the Plan is to provide benefits for certain  employees in excess
of the limitations on contributions,  benefits, and compensation imposed by
Sections 415 and  401(a)(17) of the Code  (including  successor  provisions
thereto) on the plans to which  those  Sections  apply.  The portion of the
Plan  providing  benefits in excess of the Section 415 limits is an "excess
benefit  plan" as that term is  defined in  Section  3(36) of ERISA.  It is
intended  that the  portion,  if any,  of the Plan  which is not an  excess
benefit plan shall be maintained primarily for a select group of management
or highly compensated employees.

     2.  Eligibility.  Subject to Section 11, the Plan shall apply to those
employees - (i) who have retired as an early,  normal,  or deferred  normal
retiree  under the  provisions of the Ashland Inc. and  Affiliates  Pension
Plan ("Ashland Pension Plan"), as it may be amended,  from time to time, or
under  provisions of any other  retirement  plan, as such other plan may be
amended  from  time to time,  which,  from  time to time,  is  specifically
designated by Ashland for purposes of  eligibility  and benefits  under the
Plan (all such plans are  hereinafter  referred to jointly and severally as
"Affected  Plans");  and (ii) who have been approved for  participation  in
this  Plan by  Ashland  or its  delegate,  and such  approval  may,  in the
discretion  of  Ashland,  be made (A) before an  employee's  actual  early,
normal  or  deferred  retirement;  or (B)  posthumously  in the  event of a
benefit potentially available under Section 6 of the Plan.  Notwithstanding
anything  to the  contrary  contained  herein,  any  employee  who would be
entitled to  participate  in this Plan, but who is not a member of a select
group of management or a highly compensated employee,  shall be entitled to
a benefit amount payable under the Plan based solely on the  limitations on
benefits imposed under Section 415 of the Code.

     3. Benefit Amount.

     (i)  Computation.  At any particular  time,  the benefit  payable to a
retiree  eligible to participate in this Plan pursuant to the provisions in
Section 2 shall be computed by subtracting  from (A) the sum of (B) and (C)
where -

     (A) shall be the single life  annuity  that would be payable at age 62
to such retiree under the Affected Plans -

     (1) with the benefit so payable thereunder  calculated by disregarding
any  salary  deferrals  that may have been made by such  retiree  under the
Ashland Inc.  Deferred  Compensation  Plan and thereby restoring any salary
that may have been so deferred to such retiree's  compensation for purposes
of the Affected Plans, and

     (2) prior to any  reductions  made  because of the  limits  imposed by
Sections  415 and  401(a)(17)  of the Code;  provided  that the single life
annuity  that would be so payable  under the Ashland  Pension Plan shall be
computed  without  applying  any offset  attributable  to the Ashland  Inc.
Leveraged  Employee Stock  Ownership Plan  ("LESOP"),  and such single life
annuity  shall be  actuarially  adjusted to be  equivalent to a single life
annuity payable at the particular time applicable based upon the applicable
actuarial  assumptions  and other relevant  provisions used for the same in
the Affected Plans;

     (B) shall be the single life  annuity  that would be payable at age 62
to such  retiree  under the  Affected  Plans after  reducing  the amount so
payable for the limits  imposed by Sections 415 and 401(a)(17) of the Code,
provided  that such single life annuity that would be so payable  under the
Ashland  Pension  Plan shall be computed  after first  applying  the offset
attributable  to the  Offset  Account  (as that term is  defined  under the
LESOP) in the LESOP, and each such single life annuity shall be actuarially
adjusted  to  be  equivalent  to a  single  life  annuity  payable  at  the
particular time applicable based upon the applicable actuarial  assumptions
and other relevant provisions used for the same in the Affected Plans; and

     (C)  shall be the  single  life  annuity  that  would  be  actuarially
equivalent to such retiree's  nonforfeitable  portion of the Offset Account
under the LESOP as of the valuation date thereunder coincident with or next
preceding  such  retiree's  termination  of employment  using the actuarial
assumptions prescribed for this purpose in the Ashland Pension Plan.

     (ii)  Commencement.  Subject to Section 6, the benefit  computed under
paragraph  (i) of this  Section 3 shall  commence or  otherwise  be paid or
transferred  pursuant to the provisions in Sections 4 or 5, effective as of
the date as of which  payments to such retiree  commence under the Affected
Plans.

     4. Payment Options.

     (i) Election. A retiree eligible under Section 2 for the benefit under
Section 3 shall,  subject to Sections 5 and 6, elect the form in which such
benefit  shall be paid from among those  identified  in this  Section 4 and
such  election  shall be made at the time and in the manner  prescribed  by
Ashland,  from time to time,  provided that the election is made before the
first  day  of  the  month  following  such  retiree's   termination   from
employment.  Such  election,  including the  designation  of any contingent
annuitant  or  alternate  recipient  under  sub-paragraphs  (D)  or  (E) of
paragraph (ii) of this Section 4, shall be irrevocable  except as otherwise
set  forth  herein.  Notwithstanding  anything  in  the  foregoing  to  the
contrary,  any  retiree who makes an election  under  sub-paragraph  (B) of
paragraph (ii) of this Section 4 shall make such election by the later of -

     (A) the 60th day following such  retiree's  approval to participate in
this Plan as provided under Section 2; or

     (B) by the earlier of -

     (1) the date six months prior to the first day of the month  following
such retiree's termination from employment; or

     (2) the December 31  immediately  preceding the first day of the month
following such retiree's termination from employment.

     Such  election  under  sub-paragraph  (B) of  paragraph  (ii)  of this
Section 4 shall be made in the manner  prescribed by Ashland,  from time to
time, and shall be irrevocable as of the applicable time  identified  under
(A) or (B) of this paragraph (i) of Section 4. Until the time at which such
election becomes  irrevocable,  an eligible retiree shall be able to change
it. (ii) Optional Forms of Payment.

     (A) Lump Sum Option.  Notwithstanding  any  provisions of Section 3 to
the  contrary,  a retiree in an eligible  class may elect to receive all of
the  benefit  under  Section 3 as a lump sum  distribution,  subject to the
discretion of the Committee as described  below. A lump sum benefit payable
under the Plan to a retiree in an  eligible  class shall be computed on the
basis of the actuarially equivalent present value of such retiree's benefit
under Section 3 of the Plan payable at the particular time applicable based
upon such actuarial assumptions (including the interest rate) as determined
from time to time by the  Committee,  described  below.  The  Personnel and
Compensation  Committee of Ashland's Board of Directors shall have the sole
discretion to provide a lump sum benefit  option to a class of retirees for
a given  calendar  year.  The  decision as to whether to provide a lump sum
benefit  option  shall  generally  be made  by the  Committee  at the  last
committee  meeting prior  thereto.  The option shall be made available to a
retiree contingent upon various considerations,  including, but not limited
to, the following:

     The tax  status of the  Company,  including  without  limitation,  the
corporate and  individual  tax rate then  applicable and whether or not the
Company has or projects a net  operating  loss;  the current and  projected
liquidity of the Company,  including cash flow,  capital  expenditures  and
dividends;  Company  borrowing  requirements and debt leverage;  applicable
book charges;  organizational issues, including succession issues; security
of the retirement payment(s) with respect to the retiree; and the retiree's
preference.

     (B) Lump Sum Deferral  Option.  A retiree who is eligible to receive a
lump sum  distribution  under  sub-paragraph  (A) of this paragraph (ii) of
Section  4 and who was part of a select  group  of  management  or a highly
compensated  employee,  shall be able to elect to defer all or a portion of
the receipt of the elected lump sum (in  increments  of such  percentage or
such amount as may be prescribed by Ashland or its delegatee,  from time to
time),  by having the obligation to distribute  such amount  transferred to
the Ashland Inc.  Deferred  Compensation  Plan to be held  thereunder  in a
notional  account and paid  pursuant to the  applicable  provisions of such
Plan, as they may be amended from time to time; provided, however, that the
election  to defer such  distribution  shall be made at the time and in the
manner prescribed in paragraph (i) of this Section 4.

     (C) Single Life Annuity.  A retiree  eligible  under Section 2 for the
benefit  under Section 3 may elect to have such benefit paid in the form of
equal  monthly  payments  for and during  such  retiree's  life,  with such
payments  ending at such  retiree's  death.  Before such  election  becomes
irrevocable as provided  under  paragraph (i) of Section 4, the retiree may
change  the  option  elected,  subject to the  applicable  limitations  and
conditions   applied  to  elections   for  the  options   described   under
sub-paragraphs  (A) and (B) of this  paragraph  (ii) of Section 4. Payments
under this option shall be actuarially  equivalent to the benefit  provided
under  Section  3,  determined  on the  basis of the  applicable  actuarial
assumptions and other relevant  provisions used for the same in the Ashland
Pension Plan.

     (D) Joint and Survivor Income Option. A retiree eligible under Section
2 for the  benefit  under  Section 3 may elect to  receive  an  actuarially
reduced benefit payable monthly during the retiree's lifetime with payments
to continue after his death to the person he designates (hereinafter called
"contingent annuitant"), in an amount equal to (1) 100% of such actuarially
reduced benefit,  (2) 66 2/3% of such actuarially  reduced benefit,  or (3)
50% of such actuarially reduced benefit. Benefit payments under this option
shall  terminate  with the monthly  payment for the month in which occurred
the date of death of the  later to die of the  retiree  and his  contingent
annuitant.  The following  additional  limitations and conditions  apply to
this option:

     (a) The  contingent  annuitant  shall be  designated by the retiree in
writing  in such  form and at such  time as  Ashland  may from time to time
prescribe.

     (b) In the event the  contingent  annuitant dies prior to the date the
election of this optional form of benefit  becomes  irrevocable as provided
under  paragraph (i) of Section 4, the  retiree's  selection of this option
shall  be void.  Before  the date the  election  of this  optional  form of
benefit  becomes  irrevocable as provided under paragraph (i) of Section 4,
the  retiree  may  change  the  contingent  annuitant  or change the option
elected,  subject to the applicable  limitations and conditions  applied to
elections for the options  described  under  sub-paragraphs  (A) and (B) of
this paragraph (ii) of Section 4.

     (c) In the  event of the  death of the  retiree  prior to the date the
election is irrevocable as provided under  paragraph (i) of Section 4, such
retiree shall be deemed to have terminated employment on the day before his
death (for reasons  other than death) and survived  until the day after the
date as of which the benefit he elected under this  sub-paragraph (D) would
have commenced.

     (d)  Actuarial  equivalence  under  this  sub-paragraph  (D)  shall be
determined on the basis of the applicable  actuarial  assumptions and other
relevant provisions used for the same in the Ashland Pension Plan.

     (E) Period Certain Income Option.  A retiree  eligible under Section 2
for the benefit under Section 3 may elect to receive an actuarially reduced
benefit  payable  monthly  during his  lifetime  and  terminating  with the
monthly payment for the month in which his death occurs, with the provision
that not less  than a total of 120  monthly  payments  shall be made in any
event to him and/or the person  designated by him to receive payments under
this  sub-paragraph  (E) in the  event  of his  death  (hereinafter  called
"alternate  recipient").  Such alternate  recipient  shall be designated in
writing by the  retiree  in such form and at such time as Ashland  may from
time to time prescribe.  If a retiree and his alternate recipient die after
the date as of which payments have commenced but before the total specified
monthly  payments  have  been made to such  retiree  and/or  his  alternate
recipient,  the commuted  value of the remaining  unpaid  payments shall be
paid in a lump sum to the estate of the later to die of the  retiree or his
alternate recipient.  The following  additional  limitations and conditions
shall apply to this option:

     (a) A retiree may designate a new alternate recipient if the one first
designated  dies before the retiree and after the date the election of this
optional form of benefit became  irrevocable under paragraph (i) of Section
4. In the event the alternate recipient dies prior to the date the election
becomes  irrevocable  as  provided  under  paragraph  (i) of Section 4, the
retiree's  selection  of this  option  shall be void.  Before  the date the
election of this optional form of benefit  becomes  irrevocable as provided
under  paragraph  (i) of Section 4, the  retiree  may change the  alternate
recipient  or  change  the  option  elected,   subject  to  the  applicable
limitations and conditions  applied to elections for the options  described
under sub-paragraphs (A) and (B) of this paragraph (ii) of Section 4.

     (b) In the  event of the  death of the  retiree  prior to the date the
election is irrevocable as provided under  paragraph (i) of Section 4, such
retiree shall be deemed to have terminated employment on the day before his
death (for reasons  other than death) and survived  until the day after the
date as of which the benefit he elected under this  sub-paragraph (E) would
have commenced.

     (c)  Actuarial  equivalence  under  this  sub-paragraph  (E)  shall be
determined on the basis of the applicable  actuarial  assumptions and other
relevant provisions used for the same in the Ashland Pension Plan.

     (F) Death Before Payment. Subject to Section 6, in the event a retiree
eligible  under Section 2 for the benefit under Section 3 dies after having
made an election of an optional form of payment under this  paragraph  (ii)
of Section 4 before the date such election  became  irrevocable as provided
under  paragraph  (i) of  Section 4, such  retiree  shall be deemed to have
terminated  employment  on the day before his death (for reasons other than
death) and  survived  until the day after the date as of which the optional
form of payment he elected  would have  commenced and payment shall then be
made under the Plan in accordance with such retiree's election.

     5. Payment of Small Amounts. Unless such retiree elects to receive his
or her  benefit  in a lump sum as  provided  in  Section  4, in the event a
monthly  benefit  under  this  Plan,  payable to either a retiree or to his
contingent annuitant, alternate recipient or surviving spouse, is too small
(in the sole judgment of Ashland) to be paid  monthly,  such benefit may be
paid quarterly,  semi-annually, or annually, as determined by Ashland to be
administratively convenient.

     6. Surviving  Spouse Benefit.  In the event a retiree who was eligible
under Section 2 for the benefit  under Section 3 dies,  leaving a surviving
spouse, before electing an optional form of payment under paragraph (ii) of
Section  4  and  before  the  date  such  an  election  would  have  become
irrevocable  under  paragraph  (i) of Section 4, then such retiree shall be
deemed to have - (i)  elected  the joint and 100%  survivor  income  option
under  sub-paragraph  (D) of  paragraph  (ii) of  Section 4; (ii) named his
spouse as the 100% contingent annuitant; (iii) terminated employment on the
day before his death (for  reasons  other than  death);  and (iv)  survived
until the day after the date as of which such benefit would have commenced.

     7. Costs. In appropriate cases, Ashland may cause an affiliate to make
the  payment  (or an  allocable  portion  thereof)  called  for by the Plan
directly to the person eligible to receive such payments.

     8.  Confidentiality  and No  Competition.  All benefits under the Plan
shall be  forfeited by anyone who  discloses  confidential  information  to
others outside of Ashland's  organization without the prior written consent
of Ashland or who accepts,  during a period of five (5) years following his
or her retirement, any employment or consulting activity which is in direct
conflict  with the  business  of Ashland at such time.  Such  determination
shall be made in the sole discretion of Ashland. A breach of this Section 8
shall result in an immediate  forfeiture of benefits payable to any retiree
under the Plan.

     9.  Lost   Participant/Beneficiary.   In  the  event  Ashland,   after
reasonable  effort,  is unable  to  locate a person  to whom a  benefit  is
payable under the Plan, such benefit shall be forfeited; provided, however,
that such benefit shall be reinstated  (in the same amount and form as that
of the benefit  forfeited without any obligation to pay amounts which would
otherwise have  previously  come due) upon proper claim made by such person
prior to termination of the Plan.

     10. Miscellaneous.

     (i) The obligations of Ashland and any affiliate  thereof with respect
to benefits  under this Plan  constitute  merely the  unsecured  promise of
Ashland  and/or its  affiliates,  as the case may be, to make the  payments
provided  for in this Plan.  No property of Ashland or any  affiliate is or
shall,  by reason of the Plan,  be held in trust or be deemed to be held in
trust for any person and any participant or beneficiary under the Plan, the
estate of either of them and any  person  claiming  under or  through  them
shall not have, by reason of the Plan, any right,  title or interest of any
kind in or to any property of Ashland and its affiliates. To the extent any
person has a right to receive  payments under the Plan, such right shall be
no greater than the right of any unsecured  general creditor of Ashland/ or
its affiliates.

     (ii) Ashland shall administer the Plan.  Ashland shall have full power
and  authority to amend,  modify,  or terminate the Plan and shall have all
powers and the  discretion  necessary and convenient to administer the Plan
in accordance with its terms, including, but not limited to, all necessary,
appropriate, discretionary and convenient power and authority to interpret,
administer and apply the provisions of the Plan with respect to all persons
having  or  claiming  to  have  any  rights,   benefits,   entitlements  or
obligations under the Plan. This includes,  without limitation, the ability
to construe  and  interpret  provisions  of the Plan,  make  determinations
regarding law and fact, reconcile any inconsistencies between provisions in
the  Plan  or  between  provisions  of the  Plan  and any  other  statement
concerning the Plan,  whether oral or written,  supply any omissions to the
Plan or any document associated with the Plan, and to correct any defect in
the  Plan  or  in  any  document   associated   with  the  Plan.  All  such
interpretations  of the Plan  and  documents  associated  with the Plan and
questions  concerning its administration and application,  as determined by
Ashland, shall be binding on all persons having an interest under the Plan.
Ashland may delegate (and may give to its delegatee the power and authority
to redelegate) to any person or persons any  responsibility,  power or duty
under the Plan.  Decisions  of  Ashland  or its  delegatee  shall be final,
conclusive, and binding on all parties.

     (iii) Except as expressly allowed pursuant to Sections 3 and 4 of this
Plan in regard to the form of benefit  option,  no right or interest of any
person  entitled to a benefit  under the Plan shall be subject to voluntary
or involuntary alienation, assignment, transfer, hypothecation,  pledge, or
encumbrance of any kind;  provided,  however,  Ashland or any affiliate may
offset or cause an offset to be made  against  any payment to be made under
the Plan in regard to amounts  due and owing from such person to Ashland or
any affiliate.  Notwithstanding  anything to the contrary in this paragraph
(iii), legally required tax withholding on benefit payments,  the recovery,
by any means,  of previously  made  overpayments  of Plan benefits,  or the
direct  deposit of Plan  benefit  payments  in a bank or  similar  account,
provided  that  such  direct   deposits  are  allowed  by  Ashland  in  the
administration  of the Plan and  provided  that such direct  deposit is not
part of an arrangement constituting an assignment or alienation,  shall not
be considered to be prohibited under this paragraph (iii).

     (iv) No amount paid or payable  under the Plan shall be deemed  salary
or other compensation to any employee for the purpose of computing benefits
to which  such  employee  or any other  person  may be  entitled  under any
employee benefit plan of Ashland or any affiliate.

     (v) To the  extent  that  state law shall not have been  preempted  by
ERISA or any other law of the United States,  the Plan shall be governed by
the laws of the  Commonwealth of Kentucky.  (vi) The Plan described  herein
shall amend and supersede,  as of September 19, 1996, all provisions in the
Ashland  Oil,  Inc.  Nonqualified  Pension  Plan as  Amended,  dated  as of
November 3, 1988, except as otherwise provided herein and further excepting
that the rights of former employees who terminated employment,  retired, or
became  disabled prior to the day before the effective date hereof shall be
governed  by the  terms  of the  Plan  as in  effect  at the  time  of such
termination of employment,  retirement,  or  disability,  unless  otherwise
provided herein.

     11. Change in Control.  Notwithstanding  any provision of this Plan to
the contrary,  in the event of a Change in Control (as defined  hereinafter
in this Section  11), any employee who would or will meet the  requirements
of  Section  2,  except  that  such  employee  has  not  been  approved  to
participate as provided under  paragraph (ii) of Section 2, shall be deemed
to be  approved  for  participation  hereunder,  regardless  of  when  such
employee actually retires and commences benefits under an Affected Plan and
such entitlement  shall be vested from and after the time of such Change in
Control.  Ashland  shall  reimburse an employee for legal fees and expenses
incurred  if he or she is required  to, and is  successful  in,  seeking to
obtain or enforce any right to payment  pursuant to the Plan after a Change
in Control.  In the event that it shall be determined that such employee is
properly entitled to the payment of benefits hereunder, such employee shall
also be entitled to interest thereon payable in an amount equivalent to the
prime rate of interest  (quoted by Citibank,  N.A. as its prime  commercial
lending rate on the latest date practicable prior to the date of the actual
commencement  of payments) from the date such  payment(s)  should have been
made to and including the date it is made. Notwithstanding any provision of
this Plan to the  contrary,  the Plan may not be amended  after a Change in
Control without the written consent of a majority of the Board of Directors
of Ashland (hereinafter  "Board") who were directors prior to the Change in
Control. For purposes of this Section 11, Change in Control shall be deemed
to occur (1) upon  approval  of the  shareholders  of  Ashland  (or if such
approval  is not  required,  upon the  approval  of the  Board)  of (A) any
consolidation or merger of Ashland, other than a consolidation or merger of
Ashland into or with a direct or indirect wholly-owned subsidiary, in which
Ashland is not the continuing or surviving corporation or pursuant to which
shares of Common Stock would be converted  into cash,  securities  or other
property  other  than a  merger  in  which  the  holders  of  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, provided, however, that no sale, lease, exchange or other transfer
of all or substantially  all the assets of Ashland shall be deemed to occur
unless  assets  constituting  80%  of  the  total  assets  of  Ashland  are
transferred pursuant to such sale, lease exchange or other transfer, 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
Exchange  Act),  other than Ashland or any  subsidiary or employee  benefit
plan or trust maintained by Ashland,  shall become the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act),  directly or indirectly,  of
more than 15% of Ashland's  Common Stock  outstanding at the time,  without
the  approval  of the  Board,  or (3) 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 the  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.
Notwithstanding the foregoing, any transaction,  or series of transactions,
that shall  result in the  disposition  of  Ashland's  interest in Marathon
Ashland Petroleum LLC, including without limitation any transaction arising
out of that certain Put/Call,  Registration Rights and Standstill Agreement
dated January 1, 1998 among Marathon Oil Company, USX Corporation,  Ashland
and Marathon Ashland Petroleum LLC, as amended from time to time, shall not
be deemed to constitute a Change in Control.





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</DOCUMENT>
