ASHLAND INC
EXHIBIT 10.5 SALARY CONTINUATION PLAN
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<FILENAME>salary.txt
<DESCRIPTION>EXHIBIT 10.5 SALARY CONTINUATION PLAN
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                                ASHLAND INC.
                          SALARY CONTINUATION PLAN
                    (as amended as of November 7, 2002)


     The Ashland Inc. Salary Continuation Plan (the "Plan"), effective July
21, 1988,  is an employee  benefit plan which  provides  eligible  salaried
employees of Ashland Inc. and its majority-owned subsidiaries (collectively
referred to herein as the "Company") with certain severance benefits if the
individual's  employment  with the  Company  is  terminated  under  defined
circumstances  after a Change in Control,  as defined in Section 4(b).  The
details and purpose of the Plan are more fully explained below.

     SECTION 1. PURPOSE

     The  purpose  of the Plan is to  reduce  employee  concerns  about the
possibility of a Change in Control, as defined below in Section 4(b). It is
important that each employee be able to focus his or her full attention and
energy  toward the goals and  objectives  of the Company.  The Plan is also
designed  to permit the  Company to retain its high  quality  work force by
increasing  stability and improving morale and  productivity.  In addition,
the Plan will  allow the  company  to  attract  and  retain  new  qualified
employees.

     SECTION 2. ADMINISTRATION

     Ashland Inc.  ("Ashland")  shall be the Plan  Administrator  and shall
administer  the  Plan.  Any  determinations  by the Vice  President,  Human
Resources - Programs and Services, or his or her designee, in carrying out,
administering, or interpreting this Plan shall be final and binding for all
purposes and upon all interested persons and their heirs,  successors,  and
personal representatives. All costs associated with the Plan shall be borne
by the Company.

     SECTION 3. ELIGIBILITY

     An  employee  who is  classified  on the  records of the  Company as a
regular,  full-time  salaried  employee,  whether  exempt or  non-exempt as
specified in the Fair Labor  Standards  Act, as from time to time  amended,
(excluding  hourly employees;  employees  covered by collective  bargaining
agreements;  employees of subsidiaries,  entities, or partnerships in which
the  Company  has a 50%  or  less  ownership  interest;  and  international
employees,  except foreign nationals who are located in Canada or those who
are  U.S.  expatriates)  will  be  entitled  to  participate  in the  Plan,
regardless of length of service. Employees who have entered into employment
contracts with the Company will not be eligible to participate in the Plan.

     At any time prior to a Change in Control,  as defined in Section 4(b),
Ashland  reserves,  in its  complete  discretion,  the  right to amend  the
eligible classes of employees.

     SECTION 4. CONDITIONS FOR BENEFIT PAYMENTS

     (a) A participant shall not be entitled to receive benefits under this
Plan  prior  to  a  Change  in  Control,   as  defined  in  Section   4(b).
Participation in the Plan does not create a contract of employment  between
the Company and its employees.  The Company reserves the right to terminate
employees at any time for any reason,  just as employees  have the right to
terminate their employment at any time for any reason.

     (b) For purposes of the Plan,  a change in control of Ashland  (herein
after  referred  to as a  "Change  in  Control")  shall be  deemed  to have
occurred if:

     (i) there shall be consummated (A) any  consolidation or merger of the
Company, other than a consolidation or merger of the Company into or with a
direct or indirect wholly-owned subsidiary, in which the Company is not the
continuing  or  surviving  corporation  or pursuant to which  shares of the
Company's common stock would be converted into cash,  securities,  or other
property,  other  than a merger  of the  Company  in which  the  individual
holders of the Company's common stock  immediately prior to the merger have
the  same  proportionate   ownership  of  common  stock  of  the  surviving
corporation immediately after the merger, or (B) any sale, lease, exchange,
or transfer (in one transaction or a series of related transactions) of all
or substantially all the assets of the Company, provided,  however, that no
sale,  lease,  exchange or other transfer of all or  substantially  all the
assets of the Company shall be deemed to occur unless  assets  constituting
80% of the total  assets of the  Company are  transferred  pursuant to such
sale, lease, exchange or other transfer; or

     (ii)  the  Shareholders  of the  Company  shall  approve  any  plan or
proposal for the liquidation or dissolution of the Company; or

     (iii)  any  "person"  (as  such  term is used in  Sections  13(d)  and
14(d)(2) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")),  other than the  Company or a  subsidiary  thereof or any  employee
benefit plan sponsored by the Company or a subsidiary thereof, shall become
the  beneficial  owner (within the meaning of Rule 13d-3 under the Exchange
Act) of  securities  of Ashland  representing  50% or more of the  combined
voting power of Ashland's then outstanding securities ordinarily (and apart
from rights accruing in special  circumstances) having the right to vote in
the election of directors,  as a result of a tender or exchange offer, open
market purchases, privately-negotiated purchases or otherwise; or

     (iv) at any time during a period of two consecutive years, individuals
who at the beginning of such period  constituted  the Board of Directors of
Ashland  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  the  Company'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, the Company and Marathon Ashland Petroleum LLC, as amended
from time to time, shall not be deemed to constitute a Change in Control.

         (c) Benefits shall be payable to a participant under the Plan after a
Change in Control has occurred if a participant's employment is terminated by
the Company without Cause, as defined below, within two (2) years from the date
of the Change in Control. For purposes of the Plan, "cause" shall mean (i) the
willful and continued failure of an employee to substantially perform his or her
duties with the company (other than such failure resulting from the employee's
incapacity due to physical or mental illness), or (ii) willful engaging by an
employee in gross misconduct materially injurious to the Company.

SECTION 5.        AMOUNT OF BENEFITS

     Following  a Change in  Control  and a  participant's  termination  of
employment  within two (2) years  thereafter  without  Cause, a participant
shall be entitled to receive benefits under the Plan as described below:

     (a) A participant shall be entitled to be paid in an undiscounted lump
sum, within ten (10) business days after such participant's  termination of
employment  without Cause, an amount equal to a specified portion of his or
her current base compensation (excluding any bonus compensation) based upon
the greater of such participant's (a) aggregate years and months of service
(whether or not  continuous),  or (b) current Job Band (or, if higher,  the
Job  Band  of  such  participant  at the  time of the  Change  in  Control)
calculated as follows:

         Length of Service      Payment
        Up to 5 full years      3 months' base compensation
        More than 5 and up      6 months' base compensation
          to 10 full years
        More than 10 and up     1 year's base compensation
          to 15 full years
        More than 15 and up     1-1/2 year's base compensation
          to 20 full years
        More than 20 full       2 years' base compensation
          years

           Job Band             Payment

         Band 1 - 10            3 months' base compensation
         Band 11 - 22           6 months' base compensation
         Band 23 and above      1 year's base compensation

     (b) At the  sole  expense  of the  Company,  a  participant  shall  be
entitled to the continuation of his or her medical,  dental, and group life
benefits  in  effect  at the  time of  such  participant's  termination  of
employment  without  Cause for a period of six (6)  months  following  such
participant's termination of employment.

     (c) A participant  shall be reimbursed  for any legal fees or expenses
incurred by the  participant to enforce the payment of Plan benefits within
ten (10)  business days of providing  copies of applicable  invoices to the
Company.

     (d) A  participant  shall be entitled to interest on the amount of any
payments due under the Plan (but not timely  paid) 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
such payments should have been made, to and including the date it is made.

     (e) Within ten (10) business days of the participant's  termination of
employment  following a Change in Control, the Company shall provide, at no
cost to the  participant,  individual  outside  assistance in finding other
employment.  Such  obligation  may be fulfilled by the Company  through the
retention of an outplacement service for use by individual participants.

     (f) Participants shall be entitled to receive any pension, disability,
workers' compensation, other Company benefit plan distribution, payment for
vacation accrued but not taken, statutory employment termination benefit, or any
other compensation plan payment otherwise independently due; however, in no
event shall a participant who receives benefit under this Plan be entitled to
additional severance payment pursuant to any other existing severance policy of
the Company.

     SECTION 6. ACCEPTANCE OF BENEFITS

     If a participant receives and accepts all of the benefits provided
under Section 5 of the Plan, he or she shall be deemed thereby to have waived
any right or cause of action against the Company and its directors, officers, or
employees arising from the termination of the participant's employment.

     SECTION 7. CLAIMS PROCEDURE

     (a) Following a Change in Control and a  participant's  termination of
employment,  the benefits  described in Section 5 of the Plan shall be paid
as  described  therein  without  any  required  action  on the part of such
participant.



     (b) If any participant believes that he or she is entitled to benefits
provided under the Plan and has not received such benefits  within the time
prescribed  by the Plan,  such  participant  may submit a written claim for
payment of such  benefits  to the  Company.  If such claim for  benefits is
wholly or partially denied, the Company shall,  within thirty (30) business
days after receipt of the claim,  notice the  participant  of the denial of
the claim.  Such  notice of denial (i) shall be in  writing,  (ii) shall be
written in a manner  calculated to be understood  by the  participant,  and
(iii) shall  contain (A) the  specific  reason or reasons for denial of the
claim, (B) a specific reference to the pertinent Plan provisions upon which
the  denial is based,  (C) a  description  of any  additional  material  or
information  necessary to perfect the claim,  along with an  explanation of
why such material or  information  is necessary,  and (D) an explanation of
the claim review  procedure,  in  accordance  with the  provisions  of this
Section 7.

     (c)  Within  sixty  (60)  business  days  after  the  receipt  by  the
participant of a written notice of denial of the claim,  or such later time
as shall be deemed reasonable taking into account the nature of the benefit
subject to the claim and any other attendant circumstances, the participant
may file a written request with the Company that it conduct a full and fair
review of the denial of the claim for benefits.  As a part of such full and
fair  review,  the  participant  (or  such  participant's  duly  authorized
representative) may review and photocopy pertinent documents (including but
not limited to the  participant's  personal history file) and submit issues
and  comments  to the  Company  in  writing.  The  Company  shall  make its
determination  in accordance with the documents  governing the Plan insofar
as such  documents  are  consistent  with the  provisions  of the  Employee
Retirement Income Security Act of 1914 (herein "ERISA").

     The Company  shall  promptly  deliver to the  participant  its written
decision on the claim (in no event later than  thirty  (30)  business  days
after the receipt of the aforesaid request for review, except that if there
are special circumstances (such as a conference with the participant or his
or her  representative)  which require an extension of time,  the aforesaid
thirty (30) business day period shall be extended to a reasonable period of
time not to exceed sixty (60) business  days).  Such decision  shall (i) be
written in a manner  calculated to be understood by the  participant,  (ii)
include the specific reason or reasons for the decision,  and (iii) contain
a  specific  reference  to the  pertinent  Plan  provisions  upon which the
decision is based.  If the decision on review is not  furnished  within the
time  prescribed by this Section 7(c), the claim shall be deemed granted on
review.

     SECTION 8. AMENDMENTS AND TERMINATIONS

     Ashland's  Board  of  Directors   shall  have  plenary   authority  to
terminate,  modify,  or amend this Plan in such  respects  as it shall deem
advisable at any time prior to a Change in Control.

     SECTION 9. SUCCESSORS BINDING AGREEMENT

     (a)  The  Company  will  require  any  successor  (whether  direct  or
indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
substantially  all  of the  business  and/or  assets  of  the  Company,  by
agreement  in form and  substance  satisfactory  to eligible  participants,
expressly to assume and agree to provide benefits  pursuant to this Plan in
the same manner and to the same  extent that the Company  would be required
to perform its  obligations  under the Plan if no such succession had taken
place.  Failure  of the  Company  to  obtain  such  agreement  prior to the
effectiveness  of any such succession shall be a violation of this Plan and
shall entitle eligible participants to compensation from the Company in the
same  amount and on the same  terms as the  participant  would be  entitled
pursuant  to  Section 5,  except  that for  purposes  of  implementing  the
foregoing, the date on which any such succession becomes effective shall be
deemed the date of the  participant's  termination  of  employment  without
Cause.  As  used  in  this  Plan,  "Company"  shall  mean  the  Company  as
hereinbefore  defined and any  successor to its business  and/or  assets as
aforesaid  which  executes and delivers the agreement  provided for in this
Section 9 or which otherwise  becomes bound by all the terms and provisions
of this Plan by operation of law.


     (b) This Plan shall  inure to the benefit of and be  enforceable  by a
participant's personal or legal representatives, executors, administrators,
successors,  heirs, distributees,  devisees, and legatees. If a participant
should die while any amounts would still be payable to him or her hereunder
if he or she had  continued to live,  all such  amounts,  unless  otherwise
provided herein, shall be paid in accordance with the terms of this Plan to
such participant's  devisee,  legatee, or other designee or, if there be no
such designee, to his or her estate.

     SECTION 10. WITHHOLDING TAXES

     The Company is  authorized to withhold any tax required to be withheld
from the amounts  payable to a participant  pursuant to this Plan which are
considered taxable compensation to the participant.

     SECTION 11. GOVERNING LAW

     The  Plan  shall  be  governed  by the  laws  of the  Commonwealth  of
Kentucky.



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