EXHIBIT 10.4 ASHLAND INC. DEFERRED COMPENSATION PLAN FOR EMPLOYEES (2005) (EFFECTIVE AS OF JANUARY 1, 2005)

EXHIBIT 10.4

ASHLAND INC.

DEFERRED COMPENSATION PLAN FOR EMPLOYEES (2005)

(EFFECTIVE AS OF JANUARY 1, 2005)

1. PURPOSE

The Ashland Inc. Deferred Compensation Plan for Employees (2005)

(the "Plan") is maintained primarily for the purpose of providing an

opportunity to defer compensation for retirement or other future purposes

to a select group of management or highly compensated employees (including

former employees that met these criteria when employed). The obligations of

the Company hereunder constitute a mere promise to make the payments

provided for in this Plan. No employee, his or her spouse or the estate of

either of them shall have, by reason of this Plan, any right, title or

interest of any kind in or to any property of the Company. To the extent

any Participant has a right to receive payments from the Company under this

Plan, such right shall be no greater than the right of any unsecured

general creditor of the Company.

This Plan is a replacement of the prior Ashland Inc. Deferred

Compensation Plan amended and restated as of April 1, 2003 (the "Former

Plan"). Compensation deferred under the Former Plan shall remain subject to

all of the rules, terms and conditions in effect under the Former Plan as

of December 31, 2004. For this purpose, the Compensation deferred under the

Former Plan shall include all income, gains and losses connected to such

Compensation.

The rules, terms and conditions of this Plan shall apply to

Compensation deferred after December 31, 2004, including any Election to

defer such Compensation made in 2004. For this purpose, the Compensation

deferred after December 31, 2004 shall include all income, gains and losses

connected to such Compensation.

2. DEFINITIONS

The following definitions shall be applicable throughout the Plan:

(a) "Accounting Date" means the Business Day on which a

calculation concerning a Participant's Compensation Account is performed,

or as otherwise defined by the Committee.

(b) "Beneficiary" means the person(s) designated by the

Participant in accordance with Section 10, or if no person(s) is/are so

designated, the estate of a deceased Participant.

(c) "Board" means the Board of Directors of Ashland Inc. or its

designee.

(d) "Business Day" means a day on which the New York Stock

Exchange is open for trading activity.

(e) "Change in Control" shall be deemed to occur (1) upon the

approval of the shareholders of the Company (or if such approval is not

required, upon the approval of the Board) of (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 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

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 (C) adoption of any plan or proposal for the liquidation or

dissolution of the Company, (2) when any "person" (as defined in Section

3(a)(9) or 13(d) of the Exchange Act), other than Ashland Inc. or any

subsidiary or employee benefit plan or trust maintained by Ashland Inc. or

any of its subsidiaries, shall become the "beneficial owner" (as defined in

Rule 13d-3 under the Exchange Act), directly or indirectly, of more than

15% of the Common Stock outstanding at the time, without the approval of

the Board, or (3) if 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 the Company'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.

The definition of Change in Control as written hereinabove shall

remain in effect until the Secretary of the Treasury prescribes a

definition that is inconsistent with the definition in the Plan. If a

definition is prescribed that is inconsistent with the definition in the

Plan, such prescribed definition shall supercede the one in the Plan. If

such definition is not inconsistent with the definition in the Plan, then

the Plan's definition shall remain in effect.

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Committee" means the Personnel and Compensation Committee of

the Board or its designee.

(h) "Common Stock" means the common stock, $1.00 par value, of

Ashland Inc.

(i) "Common Stock Fund" means that investment option, approved by

the Committee, in which a Participant's Compensation Account may be deemed

to be invested and may earn income based on a hypothetical investment in

Common Stock.

(j) "Company" means Ashland Inc., its divisions, subsidiaries and

affiliates. "Company" shall also include any direct successor in interest

to Ashland Inc. that results from a corporate reorganization connected with

divesting the interest Ashland Inc. has in Marathon Ashland Petroleum LLC.

(k) "Compensation" means any employee compensation determined by

the Committee to be properly deferrable under the Plan.

(l) "Compensation Account(s)" means the Retirement Account and/or

the In-Service Account(s).

(m) "Corporate Human Resources" means the Corporate Human

Resources Department of the Company.

(n) "Credit Date" means the date on which Compensation would

otherwise have been paid to the Participant or in the case of the

Participant's designation of investment option changes, within three

Business Days after the Participant's designation is received by Corporate

Human Resources, or as otherwise designated by the Committee.

(o) "Deferred Compensation" means the Compensation elected by the

Participant to be deferred pursuant to the Plan.

(p) "Disability" means that a Participant is either:

1. Unable to engage in any substantial gainful activity

because of a medically determinable physical or mental

impairment that is expected to result in death or last for

a continuous period of 12 or more months; or

2. Receiving income replacement benefits for a period of at

least three months under an accident and health plan

covering employees of the Company because of a medically

determinable physical or mental impairment that is expected

to result in death or last for a continuous period of 12 or

more months.

(q) "Election" means a Participant's delivery of a notice of

election to defer payment of all or a portion of his or her Compensation

under the terms of the Plan. Such notice shall also include instructions

specifying the time the deferred Compensation will be paid and the form in

which it will be paid. Such elections shall be irrevocable except as

otherwise provided in the Plan or pursuant to Treasury guidance. Elections

shall be made and delivered as prescribed by the Committee or the Company.

(r) "Employee" means a full-time, regular salaried employee (which

term shall be deemed to include officers) of the Company, its present and

future subsidiary corporations as defined in Section 424 of the Internal

Revenue Code of 1986, as amended or its affiliates.

(s) "Employee Savings Plan" means the Ashland Inc. Employee

Savings Plan, as it now exists or as it may hereafter be amended.

(t) "Excess Payments" means payments made to a Participant

pursuant to the Plan and the Excess Plan.

(u) "Excess Plan" means the Ashland Inc. Nonqualified Excess

Benefit Pension Plan, as it now exists or as it may hereafter be amended.

(v) "Exchange Act" means the Securities Exchange Act of 1934, as

amended.

(w) "Fair Market Value" means the price of a share of Common

Stock, as reported on the Composite Tape for New York Stock Exchange issues

on the date and at the time designated by the Company.

(x) "In-Service Account" means the account(s) to which the

Participant's Deferred Compensation is credited and from which

distributions are made.

(y) "Key Employee" means any Employee who at any time during the

Plan Year was -

1. an officer of the Company having annual compensation

greater than $ 130,000 (as adjusted under section 416(i)(1)

of the Code), provided that no more than 50 individuals may

be considered an officer (or if less, the greater of 3 or

10 percent of the employees);

2. a 5-percent owner of the Company; or

3. a 1-percent owner of the Company with annual compensation

exceeding $150,000.

For this purpose, annual compensation means compensation within the meaning

of section 415(c)(3) of the Code.

(z) "Participant" means an Employee selected by the Committee to

participate in the Plan and who has elected to defer payment of all or a

portion of his or her Compensation under the Plan.

(aa) "Performance-Based Compensation" means Compensation that

meets requirements specified by the Secretary of the Treasury.

Performance-Based Compensation will include the attributes that it is

variable, contingent on the satisfaction of preestablished metrics and is

not readily ascertainable at the time of the Election to defer such

compensation under Section 8(b).

(bb) "Plan" means this Ashland Inc. Deferred Compensation Plan for

Employees (2005) as it now exists or as it may hereafter be amended.

(cc) "Plan Year" means the calendar year. The first Plan Year of

the Plan is 2005.

(dd) "Retirement Account" means the account(s) to which the

Participant's Deferred Compensation is credited and from which

distributions are made.

(ee) "Secretary of the Treasury" or "Treasury" means the United

States Department of Treasury.

(ff) "SERP" means the Ashland Inc. Supplemental Early Retirement

Plan for Certain Employees, as it now exists or as it may hereafter be

amended.

(gg) "SERP Payments" means payments made to a Participant pursuant

to the Plan and the SERP.

(hh) "Stock Unit(s)" means the share equivalents credited to the

Common Stock Fund of a Participant's Compensation Account pursuant to

Section 6.

(ii) "Termination" means termination of services as an Employee

for any reason other than retirement.

(jj) "Unforeseeable Emergency" means a severe financial hardship

of a Participant because of -

1. An illness or accident of the Participant, the

Participant's spouse or dependent (as defined in Internal

Revenue Code section 152(a));

2. A loss of the Participant's property due to casualty; or

3. Such other similar extraordinary unforeseeable

circumstances because of events beyond the control of the

Participant.

The meaning of Unforeseeable Emergency shall be interpreted and applied in

accordance with applicable guidance that may be issued by the Treasury.

3. SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION

(a) Shares Authorized for Issuance. There shall be reserved for

issuance under the Plan 500,000 shares of Common Stock, subject to

adjustment pursuant to subsection (c) below.

(b) Units Authorized for Credit. The maximum number of Stock Units

that may be credited to Participants' Compensation Accounts under the Plan

is 1,500,000, subject to adjustment pursuant to subsection (c) below.

(c) Adjustments in Certain Events. In the event of any change in

the outstanding Common Stock of the Company by reason of any stock split,

share dividend, recapitalization, merger, consolidation, reorganization,

combination, or exchange or reclassification of shares, split-up,

split-off, spin-off, liquidation or other similar change in capitalization,

or any distribution to common shareholders other than cash dividends, the

number or kind of shares or Stock Units that may be issued or credited

under the Plan shall be automatically adjusted so that the proportionate

interest of the Participants shall be maintained as before the occurrence

of such event. Such adjustment shall be conclusive and binding for all

purposes of the Plan.

4. ELIGIBILITY

The Committee shall have the authority to select from management

and/or highly compensated Employees those Employees who shall be eligible

to participate in the Plan; provided, however, that employees and/or

retirees who have elected to defer an amount into this Plan from another

plan sponsored or maintained by Ashland Inc., the terms of which allowed

such employee or retiree to make such a deferral election into this Plan,

shall be considered to be eligible to participate in this Plan.

5. ADMINISTRATION

Full power and authority to construe, interpret and adminis