Shareholder Proposal

for Year 2000 Annual Meeting of

Ashland, Inc.

Resolved:

That the shareholders of Ashland, Inc., recommend that the board of directors immediately engage the services of a nationally recognized investment banker specifically to explore all alternatives to enhance the value of the company, including, but not limited to, possible sale, spin-off, merger, or other transaction for any or all assets of the company.

Supporting statement:

A company that goes to the public markets for capital must be competitive for that capital.  Ashland’s performance has been disappointing, significantly trailing the S&P 500 and its own peer group.  If $100 were invested in Ashland five years ago (7/31/94), it would be worth $122 today (7/31/99); whereas $100 would be worth $180 if invested at the average return of the companies comprising Ashland’s peer group (as identified in the company’s last proxy statement) and $321 if invested in the S&P 500 Index.

In the 1999 proxy statement, Ashland’s management wrote, “In December 1996, Ashland announced an ambitious multi-point plan to improve profitability and strategic focus. . . . Ashland's strategy is to operate a related array of businesses, with a goal to deliver top-quartile total returns to shareholders.”  Unfortunately, Ashland’s multi-point plan and its strategy of conglomeration have failed to deliver shareholder returns that are even positive, let alone “top-quartile.”  In fact, $100 invested in Ashland on the date of the announced plan (12/9/96) would have fallen in value to $88 (7/31/99); whereas $100 would be worth $124 if invested at the average return of the company’s comprising Ashland’s peer group and $185 if invested in the S&P 500 Index.

We believe that Ashland’s shares trade at a significant discount to the sum of the intrinsic values of its underlying businesses.  Our belief, sustained by other respected analysts in the investment community, is that the company’s true, intrinsic value exceeds the current share price by a premium of over 50%.  The conglomerated structure of Ashland has yielded no meaningful administrative cost savings or industrial synergies, and further has made the company difficult to understand and analyze by investors in the financial markets.  More importantly, Ashland has no significant core around which to focus, build competencies, and grow shareholder value.  Indeed, the company appears to lack direction, shifting focus from oil distribution to specialty chemicals to highway construction in recent years.

If other shareholders believe, as we do, that the value of the underlying assets of this company is not reflected in the stock price, then our board and management have not met their obligation to shareholders.  Our board and management can best add value now by obtaining an independent valuation of the assets and their deployment to maximize shareholder return.

Ashland’s strategy of conglomeration has not worked.  To this point, Ashland’s shareholders have shown great patience.  However, our board now must chart a new course.  In doing so, it is crucial that they have the independence, expertise, and focus that a nationally recognized investment banker can provide to ensure that the right questions are raised and answered.