EXHIBIT 10.6 ASHLAND INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (2005) (EFFECTIVE AS OF JANUARY 1, 2005)

EXHIBIT 10.6

ASHLAND INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (2005)

(EFFECTIVE AS OF JANUARY 1, 2005)

ARTICLE I. GENERAL PROVISIONS

1. PURPOSE

The purpose of this Ashland Inc. Deferred Compensation Plan For

Non-Employee Directors (2005) (the "Plan") is to provide each Director with

an opportunity to defer some or all of the Director's Fees as a means of

saving for retirement or other purposes. In addition, the Plan provides

Directors with the ability to increase their proprietary interest in the

Company's long-term prospects by permitting Directors to receive all or a

portion of their Fees in Ashland Common Stock. The obligations of the

Company hereunder constitute a mere promise to make the payments provided

for in this Plan. No Director, 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 for Non-Employee Directors amended as of April 1, 2003

(the "Former Plan"). Fees 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 Fees deferred

under the Former Plan shall include all income, gains and losses connected

to such Deferred Fees.

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

deferred after December 31, 2004, including any Election to defer such Fees

made in 2004. For this purpose, the Fees deferred after December 31, 2004

shall include all income, gains and losses connected to such Fees.

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) "Act" means the Securities Act of 1933, as amended from time

to time.

(c) "Beneficiary" means the person(s) designated by a Participant

in accordance with Article IV, Section 1.

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

designee.

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

Exchange is open for trading activity.

(f) "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 the Company or any

subsidiary or employee benefit plan or trust maintained by the Company,

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.

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

from time to time.

(h) "Committee" means the Governance and Nominating Committee of

the Board or its designee.

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

Ashland Inc.

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

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

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

Common Stock.

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

"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.

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

Resources Department of the Company.

(m) "Credit Date" means the date on which any Fees 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.

(n) "Deferral Account" means the account(s) to which the

Participant's Deferred Fees are credited and from which distributions are

made.

(o) "Deferred Fees" means the Fees elected by the Participant to

be deferred pursuant to the Plan.

(p) "Director" means any non-employee director of the Company.

(q) "Disability" means that a Participant is 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.

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

of election to the Secretary of the Company electing to defer payment of

his or her Fees or to receive such Fees in the form of Common Stock, under

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

specifying the time and form under which the Deferred Fees 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.

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

amended.

(t) "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.

(u) "Fees" mean the annual retainer and meeting fees, as well as

any per diem compensation for special assignments, earned by a Director for

his or her service as a member of the Board during a calendar year or

portion thereof.

(v) "Fiscal Year" means that annual period commencing October 1

and ending the following September 30.

(w) "Participant" means a Director who has elected to defer

payment of all or a portion of his or her Fees and/or to receive all or a

specified portion of his or her Fees in shares of Common Stock.

(x) "Payment Commencement Date" means the date payments of amounts

deferred begin pursuant to Article III, Section 6.

(y) "Performance-Based Fees" mean Fees that meet requirements

specified by the Secretary of the Treasury. Performance-Based Fees will

include the attributes that they are variable, contingent on the

satisfaction of preestablished metrics and are not readily ascertainable at

the time of the election.

(z) "Personal Representative" means the person or persons who,

upon the disability or incompetence of a Director, shall have acquired on

behalf of the Director, by legal proceeding or otherwise, the right to

receive the benefits specified in this Plan.

(aa) "Plan" means this Ashland Inc. Deferred Compensation Plan For

Non-Employee Directors (2005) as it now exists or may hereafter be amended.

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

States Department of Treasury.

(cc) "Stock Account" means an account by that name established

pursuant to Article III, Section 1,which is a subset of the Deferral

Account.

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

Participant's Stock Account pursuant to Article III, Section 1.

(ee) "Termination" means retirement from the Board or termination

of service as a Director for any other reason.

(ff) "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 (b) below. Such shares shall be

authorized but unissued shares of Common Stock.

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

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

stock dividend, recapitalization, merger, consolidation, reorganization,

combination, or exchange of shares, split-up, split-off, spin-off,

liquidation or other similar change in capitalization, or any distribution

to common shareholders other than cash div