SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): January 1, 1998


                                  ASHLAND INC.
             (Exact name of registrant as specified in its charter)


                                    Kentucky
                 (State or other jurisdiction of incorporation)

          1-2918                              61-0122250
   (Commission File Number)               (I.R.S. Employer
                                           Identification No.)


 1000 Ashland Drive, Russell, Kentucky               41169
(Address of principal executive offices)            (Zip Code)


  P.O. Box 391, Ashland, Kentucky                     41114
        (Mailing Address)                           (Zip Code)


    Registrant's telephone number, including area code (606) 329-3333







    Item 2.  Acquisition or Disposition of Assets

         Effective  January 1, 1998,  Ashland Inc. (the  "Registrant")  and
    Marathon  Oil  Company  ("Marathon")  completed a  transaction  to form
    Marathon Ashland  Petroleum LLC, a Delaware limited  liability  company
    (the  "Company").  On January  2, 1998,  the  Registrant  and  Marathon
    jointly announced the closing of the transaction. Definitive agreements
    creating the venture were signed December 12, 1997. Plans to pursue the
    combination  were announced May 15, 1997,  when the parties  executed a
    Letter of Intent. The foregoing summary of the attached January 2, 1998
    press release is qualified in its entirety by the complete text of such
    document, a copy of which is attached hereto as Exhibit 99.1.
         Pursuant to a Master  Formation  Agreement  between the Registrant
    and Marathon; an Asset Transfer and Contribution Agreement by and among
    the  Registrant,  Marathon and the Company;  a Parent  Agreement by and
    among USX Corporation, the parent of Marathon ("USX"), Marathon and the
    Registrant;  and certain other conveyancing  documents,  the Registrant
    and  Marathon  contributed  the  major  elements  of  their  respective
    petroleum supply, refining,  marketing and transportation businesses to
    the  Company in  exchange  for,  in the case of the  Registrant,  a 38%
    ownership  interest in the Company and, in the case of Marathon,  a 62%
    ownership  interest in the Company.  The  Registrant's  and  Marathon's
    other businesses,  including their respective  exploration,  production
    and chemical businesses (other than the Registrant's  refinery-produced
    chemicals)  were  not  contributed  to the  Company.  Other  exclusions
    include  the  Registrant's  Valvoline  division  and APAC  construction
    subsidiary, along with equity investments in certain pipelines for both
    companies.
         In connection  with the formation of the Company,  the  Registrant
    and Marathon entered into a Limited  Liability  Company Agreement dated
    as of January 1, 1998 (the "LLC Agreement"). The LLC Agreement provides
    that the Company will be managed by a Board of Managers  consisting  of
    the   President  of  the  Company   (with  no  voting   power),   three
    representatives   designated  by  Marathon,   and  two  representatives
    designated by the Registrant. The LLC Agreement provides for an initial
    term of the Company  expiring  on December  31, 2022 (25 years from its
    formation).  The term will automatically be extended for successive ten
    year  periods  unless at least  two  years  prior to the end of a term,
    either the  Registrant or Marathon gives notice to the other party that
    it wants to terminate the term of the Company.
         The foregoing description of the LLC Agreement is qualified in its
    entirety by reference to the  provisions  of such  agreement,  which is
    attached hereto as Exhibit No. 10.1
         In  connection  with the formation of the Company,  Marathon,  the
    Registrant,  the  Company  and  USX  Corporation  also  entered  into a
    Put/Call,  Registration Rights and Standstill  Agreement (the "Put/Call
    Agreement").  The Put/Call  Agreement  provides  that at any time after
    December  31,  2004,  Marathon  will  have the right to  purchase  from
    Registrant for cash, and the Registrant  will have the right to sell to
    Marathon  for cash and/or,  at  Marathon's  option  (subject to certain
    limitations),  Marathon  or USX  debt  or  equity  securities,  all the
    Registrant's  ownership interests in the Company, on the terms provided
    in the Put/Call Agreement. The Put/Call Agreement contains registration
    rights with respect to any debt or equity securities of Marathon or USX
    that the Registrant  receives.  The Put/Call  Agreement also sets forth
    various  standstill  agreements  between  certain  of the  parties  and
    limitations  on each party's  ability to engage in activities  that are
    competitive  with  certain  businesses  of one  or  more  of the  other
    parties.
         The foregoing  description of the Put/Call  Agreement is qualified
    in its entirety by reference to the provisions of such agreement, which
    is attached hereto as Exhibit No. 10.2.

Item 7.  Financial Statements and Exhibits

    (a)  Financial Statements of Business Acquired
         Any  required  financial  statements  will be filed under cover of
Form 8K/A as soon as practicable, but not later than March 17, 1998.

    (b)  Pro Forma Financial Information
         Since the Registrant has a 38% ownership  interest in the Company,
it will account for its  investment  using the equity method of accounting.
Although this method of accounting has no effect on Registrant's net income
or stockholders' equity, it will reduce Registrant's  consolidated assets,
liabilities, revenues and costs. Financial information follows with respect
to the businesses  contributed to the Company as of September 30, 1997, and
for the year then ended.
                                                            (In millions)
FINANCIAL POSITION

Current assets                                               $       868
Investments and other assets                                          66
Property, plant and equipment                                      1,715
                                                             ------------
    Total assets                                                   2,649
Current liabilities                                                 (738)
Noncurrent liabilities                                              (186)
                                                             ------------   
    Net assets                                               $     1,725  
                                                             ============
RESULTS OF OPERATIONS

Revenues                                                     $     6,700
Operating income                                                     215
Net income                                                           136

         Registrant's   condensed  financial  statements  included  in  its
Quarterly  Report on Form 10-Q for the three  months  ending March 31, 1998
will reflect the change in accounting method for its businesses contributed
to the  Company,  retroactive  to  October 1, 1997,  the  beginning  of the
Registrant's current fiscal year.
         Since the values assigned to the assets contributed to the Company
by the Registrant  have not yet been  determined,  it is  impracticable  to
provide  pro forma  financial  information  related  to the  effects of the
transaction at this time. Any required pro forma financial information will
be filed under cover of  Form-8K/A  as soon as  practicable,  but not later
than March 17, 1998.

    (c)  Exhibits
         10.1  Limited  Liability  Company  Agreement  of Marathon  Ashland
               Petroleum LLC dated as of January 1, 1998.
         10.2  Put/Call, Registration Rights and Standstill Agreement dated 
               as of January 1, 1998 among Marathon Oil Company, USX 
               Corporation, Ashland Inc. and Marathon Ashland Petroleum LLC.
         99.1  Press Release dated January 2, 1998.


                                 SIGNATURES


         Pursuant to the  requirements  of the  Securities  Exchange Act of
    1934,  the  registrant  has duly caused this report to be signed on its
    behalf by the undersigned thereunto duly authorized.

                                          ASHLAND INC.
                                          (Registrant)



    Date:  January 16, 1998                   /s/ Thomas L. Feazell
                                        --------------------------------
                                        Name:     Thomas L. Feazell
                                        Title:    Senior Vice President, 
                                                  General Counsel and Secretary





                               Exhibit Index

     Exhibit No.

         10.1    Limited  Liability  Company  Agreement  of Marathon  Ashland
                 Petroleum LLC dated as of January 1, 1998.
         10.2    Put/Call, Registration Rights and Standstill Agreement dated 
                 as of January 1, 1998 among Marathon Oil Company, USX 
                 Corporation, Ashland Inc. and Marathon Ashland Petroleum LLC.
         99.1    Press Release dated January 2, 1998.






=====================================================================






                    LIMITED LIABILITY COMPANY AGREEMENT




                                     of




                       MARATHON ASHLAND PETROLEUM LLC











                       Dated as of January 1, 1998


=====================================================================







                             TABLE OF CONTENTS



                                 ARTICLE I

                   Certain Definitions; Applicable GAAP

SECTION 1.01.  Definitions................................................2
SECTION 1.02.  Applicable GAAP...........................................24


                                 ARTICLE II
                            General Provisions

SECTION 2.01.  Formation; Effectiveness..................................24
SECTION 2.02.  Name......................................................25
SECTION 2.03.  Term......................................................25
SECTION 2.04.  Registered Agent and Office...............................26
SECTION 2.05.  Purpose...................................................26
SECTION 2.06.  Powers....................................................27


                                ARTICLE III
                                  Members

SECTION 3.01.  Members; Percentage Interests.............................28
SECTION 3.02.  Adjustments in Percentage Interests.......................29


                                 ARTICLE IV
          Capital Contributions;Assumption of Assumed Liabilities

SECTION 4.01.  Contributions.............................................29
SECTION 4.02.  Additional Contributions..................................32
SECTION 4.03.  Negative Balances; Withdrawal of Capital;
                             Interest....................................33







                                 ARTICLE V
                               Distributions

SECTION 5.01.  Distributions.............................................33
SECTION 5.02.  Certain General Limitations...............................36
SECTION 5.03.  Distributions in Kind.....................................36
SECTION 5.04.  Distributions in the Event of an Exercise
                             of the Marathon Call Right, Ashland
                             Put Right or the Special Termination
                             Rights......................................37


                                 ARTICLE VI
                     Allocations and Other Tax Matters

SECTION 6.01.  Maintenance of Capital Accounts...........................37
SECTION 6.02.  Allocation of Profit and Loss.............................38
SECTION 6.03.  Tax Allocations...........................................38
SECTION 6.04.  Entity Classification.....................................39
SECTION 6.05.  Fiscal Year...............................................39
SECTION 6.06.  Tax Returns...............................................39
SECTION 6.07.  Tax Matters Partner.......................................40
SECTION 6.08.  Duties of Tax Matters Partner.............................41
SECTION 6.09.  Survival of Provisions....................................43
SECTION 6.10.  Section 754 Election......................................43
SECTION 6.11.  Qualified Income Offset, Minimum Gain
                             Chargeback..................................43
SECTION 6.12.  Tax Treatment of Designated Sublease
                             Agreements..................................44
SECTION 6.13.  Tax Treatment of Reimbursed Liability
                             Payments....................................44
SECTION 6.14.  Tax Treatment of Disproportionate
                             Payments....................................45


                                ARTICLE VII
                             Books and Records

SECTION 7.01.  Books and Records; Examination............................45
SECTION 7.02.  Financial Statements and Reports..........................46
SECTION 7.03.  Notice of Affiliate Transactions; Annual
                              List.......................................48


                                ARTICLE VIII
                         Management of the Company

SECTION 8.01.  Managing Members..........................................49
SECTION 8.02.  Board of Managers.........................................49
SECTION 8.03.  Responsibility of the Board of Managers...................50
SECTION 8.04.  Meetings..................................................50
SECTION 8.05.  Compensation..............................................52
SECTION 8.06.  Quorum....................................................52
SECTION 8.07.  Voting....................................................53
SECTION 8.08.  Matters Constituting Super Majority
                             Decisions...................................54
SECTION 8.09.  Annual Capital Budget.....................................61
SECTION 8.10.  Business Plan.............................................62
SECTION 8.11.  Requirements as to Affiliate Transactions.................62
SECTION 8.12.  Review of Certain Affiliate Transactions
                             Related to Crude Oil Purchases and Shared
                             Services....................................64
SECTION 8.13.  Adjustable Amounts........................................67
SECTION 8.14.  Company Leverage Policy...................................68
SECTION 8.15.  Company's Investment Guidelines...........................68
SECTION 8.16.  Requirements as to Operating Leases.......................69
SECTION 8.17.  Limitations on Actions Relating to the
                             Calculation of Distributable Cash...........69
SECTION 8.18.  Reliance by Third Parties.................................69
SECTION 8.19.  Integration of Retail Operations. ........................70


                                 ARTICLE IX
                                 Officers

SECTION 9.01.  (a)  Election, Appointment and Term of
                             Office......................................71
SECTION 9.02.  Resignation, Removal and Vacancies........................72
SECTION 9.03.  Duties and Functions of Executive
                             Officers....................................73


                                 ARTICLE X
                     Transfers of Membership Interests

SECTION 10.01.  Restrictions on Transfers................................74
SECTION 10.02.  Conditions for Admission.................................78
SECTION 10.03.  Allocations and Distributions............................79
SECTION 10.04.  Right of First Refusal...................................79
SECTION 10.05.  Restriction on Resignation or Withdrawal.................80


                                 ARTICLE XI
                Liability, Exculpation and Indemnification

SECTION 11.01.  Liability................................................81
SECTION 11.02.  Exculpation..............................................81
SECTION 11.03.  Indemnification..........................................81


                                ARTICLE XII
                             Fiduciary Duties

SECTION 12.01.  Duties and Liabilities of Covered
                              Persons....................................82
SECTION 12.02.  Fiduciary Duties of Members of the
                              Company and Members of the Board
                              of Managers................................82


                                ARTICLE XIII
                       Dispute Resolution Procedures

SECTION 13.01.  General..................................................83
SECTION 13.02.  Dispute Notice and Response..............................83
SECTION 13.03.  Negotiation Between Senior Managers......................84
SECTION 13.04.  Negotiation Between Chief Executive
                              Officer and President......................84
SECTION 13.05.  Right to Equitable Relief Preserved......................85


                                ARTICLE XIV
           Rights and Remedies with Respect to Monetary Disputes

SECTION 14.01.  Ability of Company to Borrow
                              to Fund Disputed Monetary Amounts..........86
SECTION 14.02.  Interim Payment of Disputed Monetary
                              Amount.....................................87
SECTION 14.03.  Liquidated Damages.......................................87
SECTION 14.04.  Right of Set-Off.........................................90
SECTION 14.05.  Security Interest........................................90


                                 ARTICLE XV
                        Dissolution and Termination

SECTION 15.01.  Dissolution..............................................92
SECTION 15.02.  Winding Up of Company....................................93
SECTION 15.03.  Distribution of Property.................................93
SECTION 15.04.  Time Limitation..........................................93
SECTION 15.05.  Termination of Company...................................93


                                ARTICLE XVI
                               Miscellaneous

SECTION 16.01.  Notices..................................................94
SECTION 16.02.  Merger and Entire Agreement..............................95
SECTION 16.03.  Assignment...............................................95
SECTION 16.04.  Parties in Interest......................................95
SECTION 16.05.  Counterparts.............................................95
SECTION 16.06.  Amendment; Waiver........................................96
SECTION 16.07.  Severability.............................................96
SECTION 16.08.  GOVERNING LAW............................................96
SECTION 16.09.  Enforcement..............................................97
SECTION 16.10.  Creditors................................................97
SECTION 16.11.  No Bill for Accounting...................................98
SECTION 16.12.  Waiver of Partition......................................98
SECTION 16.13.  Table of Contents, Headings and Titles...................98
SECTION 16.14.  Use of Certain Terms; Rules of
                              Construction...............................98
SECTION 16.15.  Holidays.................................................98
SECTION 16.16.  Third Parties............................................98
SECTION 16.17.  Liability for Affiliates.................................99


Appendix A                     Certain Definitions
Appendix B                     Procedures for Dispute Resolution

Exhibit A                      Speedway SuperAmerica LLC Retail
                               Integration Protocol

Schedule 1.01                  Financed Properties
Schedule 4.01(c)               Subleased Property
Schedule 4.02(a)-1             Marathon Capital Expenditures
Schedule 4.02(a)-2             Ashland Capital Expenditures
Schedule 8.01(k)
 (i)(A)                        Closing Date Affiliate Transactions
Schedule 8.14                  Company Leverage Policy
Schedule 8.15                  Company Investment Guidelines
Schedule A                     Calculations re: Normal Annual Capital Budget
                                  Amount
Schedule B-1                   Adjustments to Historical EBITDA
                                 (Marathon)
Schedule B-2                   Adjustments to Historical EBITDA (Ashland)
Schedule C                     Initial Executive Officers




                                   LIMITED   LIABILITY   COMPANY  AGREEMENT
                              dated as of January  1,  1998,  of MARATHON
                              ASHLAND PETROLEUM LLC (the "Company"), by and
                              between   Marathon  Oil   Company,   an  Ohio
                              corporation ("Marathon"), and Ashland Inc., a
                              Kentucky corporation ("Ashland"), as Members.


                           Preliminary Statement

                  WHEREAS,  on June 11, 1997,  Marathon and Emro  Marketing
Company  ("Emro  Marketing")  formed the Company  (formerly  known as "Emro
Supply,  LLC") by filing a Certificate of Formation of the Company with the
Secretary  of State of the  State of  Delaware  and  executed  the  Limited
Liability  Company  Agreement  of the Company  pursuant  to which  Marathon
received a 60%  interest in the Company and Emro  Marketing  received a 40%
interest in the Company;

                  WHEREAS,  on July 18, 1997,  Emro Marketing  assigned its
interest in the Company to Marathon  and Fuelgas  Company,  Inc.,  a wholly
owned  subsidiary  of Marathon  ("Fuelgas"),  with  Marathon  receiving  an
additional 39% interest in the Company and Fuelgas  receiving a 1% interest
in the Company,  which interest will be transferred to Marathon immediately
following  the  Closing  (for  purposes  of this  Agreement  and the  other
Transaction Documents, all references to Marathon's interest in the Company
shall be deemed to include the 1% interest owned by Fuelgas);

                  WHEREAS,  on July 18, 1997, Marathon and Fuelgas executed
the First Amended and Restated Limited  Liability  Company Agreement of the
Company and filed an Amended and Restated  Certificate  of Formation of the
Company with the Secretary of State of the State of Delaware;

                  WHEREAS,  on October 29, 1997, Marathon and Fuelgas filed
a Second Amended and Restated  Certificate of Formation of the Company with
the  Secretary  of State of the State of Delaware to change the name of the
Company to Marathon Ashland Petroleum LLC;

                  WHEREAS,  on  December  8,  1997,  Marathon  and  Fuelgas
executed  the  Second  Amended  and  Restated  Limited   Liability  


                                                                      2


Company  Agreement of the Company  which  became  effective on December 10,
1997;

                  WHEREAS the parties hereto desire that the Company (a) be
a  premier  petroleum  supply,   refining,   marketing  and  transportation
business,  (b) create a highly  efficient,  cost-effective  and competitive
petroleum  supply,  refining,  marketing  and  transportation  system,  (c)
deliver to the Members the highest  possible  economic value added,  (d) be
customer-focused  and  market-driven  in its  business  strategy,  (e) be a
respected and  responsible  member of the  communities in which the Company
will  operate,  with a high  regard for  environmental  responsibility  and
employee safety, and (f) seek to maximize Distributable Cash to the Members
consistent with the foregoing, including capital spending levels which over
time are  expected  to be  generally  equivalent  to the level of  non-cash
charges; and

                  WHEREAS the Members  desire to enter into this  Agreement
to set forth the rights and  responsibilities  of each of them with respect
to the governance, financing and operation of the Company.

                  NOW,  THEREFORE,  the  parties  hereto  hereby  agree  as
follows:


                                 ARTICLE I

                    Certain Definitions; Applicable GAAP
Certain Definitions; Applicable GAAP

                  SECTION  1.01.  Definitions.  Defined  terms used in this
Agreement  shall have the meanings  ascribed to them by  definition in this
Agreement  or in Appendix A. In  addition,  when used herein the  following
terms have the following meanings:

                  "Accounting  Determination"  has the meaning set forth in
Section 1.02.

                  "Acquisition  Expenditures" means, in connection with any
acquisition by the Company and its  subsidiaries,  without  duplication (i)
the purchase  price paid or to be paid for the net assets or capital  stock
or other equity  



                                                                      3

interests  in  connection  with  such  acquisition,  (ii) any  Indebtedness
assumed by the Company and its  subsidiaries  in  connection  with any such
acquisition,  (iii) any contingent  liabilities  assumed or incurred by the
Company and its subsidiaries in connection with any such acquisition to the
extent that such contingent liabilities are required to be reflected on the
balance  sheet of the  Company  and its  subsidiaries  in  accordance  with
Financial  Accounting  Standard  Number 5 (or any successor or  superseding
provision  of  Applicable  GAAP),  and (iv) all other  costs  and  expenses
incurred or to be incurred  by the  Company or any of its  subsidiaries  in
connection  with any such  acquisition  to the  extent  that such costs and
expenses would be capitalized if such acquisition were consummated.

                  "Adjustable  Amount" has the meaning set forth in Section
8.13.

                  "Additional Monetary Amount" has the meaning set forth in
Section 14.03(c).

                  "Additional  Required  Cash  Amount"  has the meaning set
forth in Section 14.01(a).

                  "Adjusted DD&A" means:

                  (i) for the twelve-month  periods ended December 31, 1995
         and 1996, $348 million and $346 million, respectively;

                  (ii) for the twelve-month period ended December 31, 1997,
         the  total  combined  depreciation,   depletion  and  amortization
         expense of the Marathon  Business and the Ashland  Business during
         such twelve-month period, including,  without duplication, (a) any
         gains (deductions from  depreciation,  depletion and amortization)
         or losses (additions to depreciation,  depletion and amortization)
         on  asset  retirements  during  such  period  and  (b)  pro  forma
         depreciation,  depletion and  amortization  expense related to the
         Financed  Properties  during such period  (calculated  in the same
         manner such pro forma  depreciation,  depletion  and  amortization
         expense  was  calculated  in  Schedule  A,  


                                                                      4

         which  considers  the  placed-in-service  dates  of  the  Financed
         Properties);

                  (iii) for the  twelve-month  period ended  September  30,
         1998, the sum of:

                           (a) the total combined  depreciation,  depletion
                  and amortization expense of the Marathon Business and the
                  Ashland Business during the period  commencing on October
                  1, 1997, and ended on the date immediately  preceding the
                  Closing Date,  including,  without  duplication,  (1) any
                  gains  (deductions  from   depreciation,   depletion  and
                  amortization)  or  losses   (additions  to  depreciation,
                  depletion and amortization) on asset  retirements  during
                  such period and (2) pro forma depreciation, depletion and
                  amortization  expense related to the Financed  Properties
                  during  such period  (calculated  in the same manner such
                  pro  forma   depreciation,   depletion  and  amortization
                  expense was calculated in Schedule A, which considers the
                  placed-in-service dates of the Financed Properties); and

                           (b)  the  total   depreciation,   depletion  and
                  amortization  expense of the Company and its subsidiaries
                  for the period  commencing  on the Closing Date and ended
                  on   September   30,  1998,   including   (1)  any  gains
                  (deductions    from    depreciation,     depletion    and
                  amortization)  or  losses   (additions  to  depreciation,
                  depletion and amortization) on asset  retirements  during
                  such period, (2) depreciation, depletion and amortization
                  expense  related  to  the  Garyville   Propylene  Upgrade
                  Project   during  such   period  and  (3)   depreciation,
                  depletion  and   amortization   expense  related  to  all
                  Company-funded  Capital  Expenditures,  but excluding (4)
                  depreciation,  depletion and amortization expense related
                  to  Member-Funded   Capital   Expenditures  and  (5)  the
                  increase or decrease in such depreciation,  depletion and
                  amortization  expense related to the Ashland  Transferred
                  Assets (including pro forma  depreciation,  depletion and
                  amortization  expense 


                                                                      5

                  related to the Financed  Properties)  resulting  from the
                  application  of  purchase  accounting  treatment  to  the
                  transactions  contemplated by the  Transaction  Documents
                  (such purchase  accounting  treatment causing an increase
                  or decrease  in the  estimated  useful  lives and the net
                  book value of the Ashland Transferred Assets); and

                  (iv) for the  twelve-month  period  ended  September  30,
         1999, and each twelve-month  period ended September 30 thereafter,
         the total depreciation,  depletion and amortization expense of the
         Company  and  its  subsidiaries  for  such  twelve-month   period,
         including,  without  duplication,  (a) any gains  (deductions from
         depreciation,  depletion and amortization) or losses (additions to
         depreciation,  depletion and  amortization)  on asset  retirements
         during such period,  (b) depreciation,  depletion and amortization
         expense related to the Garyville  Propylene Upgrade Project during
         such  period  and (c)  depreciation,  depletion  and  amortization
         expense  related  to  Company-funded   Capital   Expenditures  but
         excluding (d)  depreciation,  depletion and  amortization  expense
         related to Member-Funded Capital Expenditures and (e) the increase
         or  decrease  in such  depreciation,  depletion  and  amortization
         expense related to the Ashland  Transferred  Assets (including pro
         forma depreciation,  depletion and amortization expense related to
         the  Financed  Properties)   resulting  from  the  application  of
         purchase accounting treatment to the transactions  contemplated by
         the  Transaction  Documents  (such purchase  accounting  treatment
         causing an increase or decrease in the estimated  useful lives and
         the net book value of the Ashland Transferred Assets);

all as determined on a  consolidated  basis with respect to (x) in the case
of  any  period  ending  prior  to  the  Closing  Date,  Marathon  and  its
subsidiaries or Ashland and its subsidiaries,  as applicable, or (y) in the
case of any period ending on or after the Closing Date, the Company and its
subsidiaries, in each case in accordance with Applicable GAAP.



                                                                      6


                  "Adjusted EBITDA" means:

                  (i) for the twelve-month  periods ended December 31, 1995
and 1996, $657 million and $600 million, respectively;

                  (ii) for the twelve-month period ended December 31, 1997,
the sum of:

                  (a)  Historical EBITDA for such twelve-month period, plus

                  (b) $80 million, minus

                  (c) 38% of an amount  equal to (1) the sum of the amounts
         calculated  pursuant  to  clauses  (a)  and  (b)  above  for  such
         twelve-month   period  less  (2)  the   Adjusted   DD&A  for  such
         twelve-month period.

                  (iii) for the  twelve-month  period ended  September  30,
1998, the sum of:

                  (a) for the period  commencing  on  October 1, 1997,  and
         ended on the date immediately  preceding the Closing Date, the sum
         of:

                           (1)  Historical EBITDA for such period, plus

                           (2) $20 million, minus

                           (3) 38% of an amount equal to (A) the sum of the
                  amounts calculated  pursuant to clauses (1) and (2) above
                  with  respect to such period less (B) the  Adjusted  DD&A
                  for such period; and

                  (b) for the period  commencing  on the  Closing  Date and
         ended on September 30, 1998, the sum of:

                           (1) EBITDA of the Company  and its  subsidiaries
                  for such period, plus

                           (2) $12.4 million, minus


                                                                      7


                           (3) the Tax  Distribution  Amounts paid or to be
                  paid in respect of each of the three Fiscal  Quarters (or
                  portion thereof) included in such period; and

                  (iv) for the twelve-month period ended September 30, 1999
and each twelve-month period ended September 30 thereafter, the sum of:

                  (a) EBITDA of the Company and its  subsidiaries  for such
         twelve-month period, minus

                  (b) the Tax  Distribution  Amounts  paid or to be paid in
         respect  of each of the  four  Fiscal  Quarters  included  in such
         twelve-month period;

all as determined on a  consolidated  basis with respect to (x) in the case
of  any  period  ending  prior  to  the  Closing  Date,  Marathon  and  its
subsidiaries or Ashland and its subsidiaries,  as applicable, or (y) in the
case of any period ending on or after the Closing Date, the Company and its
subsidiaries, in each case in accordance with then Current GAAP (other than
Ordinary Course Lease Expenses which shall be calculated in accordance with
Applicable GAAP).

                  "Advanced  Amount"  has the  meaning set forth in Section
14.01(b).

                  "Affiliate    Transaction"   means   any   agreement   or
transaction  between the Company or any of its  subsidiaries and any Member
or any Affiliate of any Member that:

                  (a) for purposes of Section 7.03(a)(i), will result or is
         reasonably anticipated will result in expenditures,  contingent or
         actual liabilities or benefits to the Company and its subsidiaries
         in excess of $2 million;

                  (b) for  purposes  of  Section  7.03(b),  is  either  (i)
         outside the ordinary  course of the Company and its  subsidiaries'
         business  and  results  or will  result  in  contingent  or actual
         liabilities  or benefits to the  Company and its  subsidiaries  in
         excess of  $100,000 in 


                                                                      8

         the applicable  Fiscal Year or (ii) within the ordinary  course of
         the Company  and its  subsidiaries'  business  and results or will
         result  in  expenditures,  contingent  or  actual  liabilities  or
         benefits to the Company and its  subsidiaries  (A) in excess of $2
         million  individually  in the  applicable  Fiscal Year or (B) when
         taken together with all other  agreements or transactions  entered
         into the same Fiscal Year as such agreement or  transaction  which
         are  either  related  to  such  agreement  or  transaction  or are
         substantially  the same type of agreement or  transaction  as such
         agreement or transaction, in excess of $2 million in the aggregate
         in the applicable Fiscal Year; and

                  (c) for  purposes  of Section  8.08(k)(i),  is either (i)
         outside the ordinary  course of the Company and its  subsidiaries'
         business and will result or is reasonably  anticipated will result
         in expenditures,  contingent or actual  liabilities or benefits to
         the Company and its  subsidiaries  in excess of $2 million or (ii)
         within the  ordinary  course of the Company and its  subsidiaries'
         business and will result or is reasonably  anticipated will result
         in expenditures,  contingent or actual  liabilities or benefits to
         the Company and its subsidiaries in excess of $25 million.

                  For purposes of this definition of Affiliate Transaction,
any guarantee by a Member or any Affiliate of any Member of any obligations
of the Company or any of its  subsidiaries  that is provided by such Member
or such Affiliate  without cost to the Company and its  subsidiaries  shall
not  be  deemed  to  be  an  Affiliate  Transaction.   Notwithstanding  the
foregoing,   the  term  "Affiliate   Transaction"  shall  not  include  any
distributions  of cash or other property to the Members pursuant to Article
V.


                  "Affiliate  Transaction  Dispute  Notice" has the meaning
set forth in Section 8.11(b).

                  "Aggregate Tax Rate" has the meaning set forth in Section
5.01(a)(i).

                  "Agreed Additional Capital Contributions" has the meaning
set forth in Section 4.02(c).


                                                                      9

                  "Agreement"   means  this   Limited   Liability   Company
Agreement  of  the  Company,   as  the  same  may  be  amended,   restated,
supplemented or otherwise modified from time to time.

                  "Annual  Capital  Budget"  has the  meaning  set forth in
Section 8.09(a).

                  "Applicable  GAAP" has the  meaning  set forth in Section
1.02.

                  "Approved  Marathon  Crude Oil Purchase  Program" has the
meaning set forth in Section 8.12.

                  "Arbitratable  Dispute"  has the  meaning  set  forth  in
Section 13.04(a).

                  "Arbitration  Payment Due Date" has the meaning set forth
in Section 14.03(a).

                  "Arbitration  Proceeding"  has the  meaning  set forth in
Section 14.01(a).

                  "Arbitration  Tribunal"  has the  meaning  set  forth  in
Appendix B.

                  "Arm's-Length  Transaction"  has the meaning set forth in
Section 8.11(a).

                  "Ashland Designated  Sublease  Agreements" shall mean the
Ashland Sublease  Agreements  attached as Exhibits L-1, L-2, L-3 and L-4 to
the Asset Transfer and Contribution Agreement.

                  "Ashland-Funded Capital Expenditures" has the meaning set
forth in Section 4.02(a).

                  "Audited Financial  Statements" has the meaning set forth
in Section 7.02(c).



                                                                      10

                  "Average Annual DD&A" means:

                  (a) for Fiscal  Year 1998,  the  average of the  Adjusted
         DD&A for the three  twelve-month  periods ended December 31, 1995,
         1996 and 1997;

                  (b) for Fiscal  Year 1999,  the  average of the  Adjusted
         DD&A (i) for the two twelve-month  periods ended December 31, 1996
         and 1997 and (ii) for the one twelve-month  period ended September
         30, 1998;

                  (c) for Fiscal  Year 2000,  the  average of the  Adjusted
         DD&A (i) for the  twelve-month  period ended December 31, 1997 and
         (ii) for the two twelve-month periods ending on September 30, 1998
         and 1999; and

                  (d) for Fiscal Year 2001 and each Fiscal Year thereafter,
         the  average  of the  Adjusted  DD&A  for the  three  twelve-month
         periods  ending on  September 30 in each of the three Fiscal Years
         immediately preceding such Fiscal Year.

                  "Average Adjusted EBITDA" means:

                  (a) for Fiscal  Year 1998,  the  average of the  Adjusted
         EBITDA for the three twelve-month periods ended December 31, 1995,
         1996 and 1997;

                  (b) for Fiscal  Year 1999,  the  average of the  Adjusted
         EBITDA (i) for the two  twelve-month  periods  ended  December 31,
         1996  and 1997 and  (ii)  for the one  twelve-month  period  ended
         September 30, 1998;

                  (c) for Fiscal  Year 2000,  the  average of the  Adjusted
         EBITDA (i) for the twelve-month period ended December 31, 1997 and
         (ii) for the two twelve-month periods ending on September 30, 1998
         and 1999; and

                  (d) for Fiscal Year 2001 and each Fiscal Year thereafter,
         the  average of the  Adjusted  EBITDA  for the three  twelve-month
         periods  ending on  September 30 in each of the three Fiscal Years
         immediately preceding such Fiscal Year.


                                                                      11


                  "Average Annual Level" means for any twelve-month  period
ending on September 30 of any  calendar  year,  the average of the level of
the Price  Index  ascertained  by adding the twelve  monthly  levels of the
Price  Index  during such  twelve-month  period and  dividing  the total by
twelve.

                  "Bareboat  Charters" has the meaning set forth in Section
9.3(k) of the Asset Transfer and Contribution Agreement.

                  "Base Level" means 161.2.

                  "Base Rate" has the meaning set forth in Section  1.01 of
the Put/Call, Registration Rights and Standstill Agreement.

                  "Board of Managers"  has the meaning set forth in Section
8.02(a).

                  "Bulk  Motor Oil  Business"  has the meaning set forth in
Section  14.03(h)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Business Plan" has the meaning set forth in Section 8.10.

                  "Capital Account" has the meaning set forth in Section 6.01.

                  "Capital   Expenditures"   means,  for  any  period,  the
aggregate of all expenditures  incurred by the Company and its subsidiaries
during such period that, in accordance with Applicable  GAAP, are or should
be included in "additions to property, plant or equipment" or similar items
reflected  in the  consolidated  statement of cash flows of the Company and
its subsidiaries;  provided,  however,  that Capital Expenditures shall not
include (a) exchanges of such items for other items,  (b)  expenditures  of
proceeds of insurance settlements by the Company or any of its subsidiaries
in  respect  of lost,  destroyed  or  damaged  assets,  equipment  or other
property to the extent such expenditures are made to replace or repair such
lost,  destroyed or damaged  assets,  equipment or other property within 18
months of such loss,  destruction or damage, (c) funds expended by a Member
or an  


                                                                      12

Affiliate  of  a  Member  to  purchase  any  Subleased   Property  that  is
contributed  to the  Company or a  subsidiary  of the  Company  pursuant to
Section  4.01(c)(i)(A) or (d) Member-Funded  Capital  Expenditures;  all as
determined  on a  consolidated  basis with  respect to the  Company and its
subsidiaries in accordance with Applicable GAAP.

                  "Capital Lease" means any lease of (or other  arrangement
conveying  the right to use) real or personal  property,  or a  combination
thereof,  which obligations are required to be classified and accounted for
as capital  leases on a  consolidated  balance sheet of the Company and its
subsidiaries in accordance with Applicable GAAP.

                  "Closing Date Affiliate Transactions" has the meaning set
forth in Section 8.08(k)(i)(A).

                  "Company Independent  Auditors" has the meaning set forth
in Section 7.01.

                  "Company Investment Guidelines" has the meaning set forth
in Section 8.15.

                  "Company  Leverage  Policy"  has the meaning set forth in
Section 8.14.

                  "Competitive  Business"  has the  meaning  set  forth  in
Section  14.01(a)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Competitive  Third  Party" has the  meaning set forth in
Section  14.01(d)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Contracting Member" has the meaning set forth in Section
8.11(b).

                  "Covered  Person"  means any Member,  any  Affiliate of a
Member  or any  officers,  directors,  shareholders,  partners,  employees,
representatives  or agents of a Member or their respective  Affiliates,  or
any Representative, or any employee, officer or agent of the Company or its
Affiliates.


                                                                      13



                  "Critical  Decision" means each Primary Critical Decision
and each Other Critical Decision.

                  "Critical  Decision  Termination  Date"  means (a) in the
case of any Other Critical  Decision,  the first anniversary of the Closing
Date  or (b) in the  case  of any  Primary  Critical  Decision,  the  first
anniversary  of the Closing Date or, if the Critical  Decision  Termination
Date shall be extended  with respect to such Primary  Critical  Decision as
provided in Section 8.19(c),  the fifteen-month  anniversary of the Closing
Date.

                  "Crude Oil Purchases"  means any purchase of crude oil by
the Company or any of its  subsidiaries  from  Marathon or any Affiliate of
Marathon.

                  "Current GAAP" means,  at any time,  GAAP as in effect at
such time.

                  "Delinquent  Member" has the meaning set forth in Section
14.01(a).

                  "Designated   Sublease   Agreements"  means  the  Ashland
Designated   Sublease  Agreements  and  the  Marathon  Designated  Sublease
Agreements.

                  "Designated  Sublease  Amount" means any  obligation of a
Member to the Company or a subsidiary of the Company under Section  4.01(c)
with respect to a Subleased Property or a Designated Sublease Agreement.

                  "Dispute" has the meaning set forth in Section 13.01.

                  "Dispute  Notice"  has the  meaning  set forth in Section
13.02.

                  "Disputed  Capital  Contribution  Amount" has the meaning
set forth in Section 13.04(a).

                  "Disputed  Indemnification  Amount"  has the  meaning set
forth in Section 14.01(a).


                                                                      14


                  "Disputed  Monetary  Amount" has the meaning set forth in
Section 14.01(a).

                  "Distributable  Cash"  means,  for each  Fiscal  Quarter,
without duplication:

                  (a) the  Short-Term  Investments  of the  Company and its
         subsidiaries on the last day of such Fiscal Quarter, minus

                  (b)  the  Ordinary  Course  Debt of the  Company  and its
         subsidiaries on the last day of such Fiscal Quarter, minus

                  (c) the Tax Distribution  Amount to be paid in respect of
         such Fiscal Quarter, minus

                  (d) funds held on the last day of such Fiscal Quarter for
         financing  Special  Projects  or  Permitted  Catlettsburg  Capital
         Projects, minus

                  (e) if the notional  repayment  of principal  for Special
         Project  Indebtedness  or Permitted  Catlettsburg  Capital Project
         Indebtedness   during  such  Fiscal  Quarter  calculated  using  a
         notional repayment schedule  established and approved by the Board
         of Managers in  accordance  with the Company  Leverage  Policy was
         more  than the  amount  of actual  principal  repayments  for such
         Special  Project  Indebtedness or Permitted  Catlettsburg  Project
         Indebtedness  during  such  Fiscal  Quarter,  the  amount  of such
         excess, plus

                  (f) if the amount of the actual principal  repayments for
         Special  Project  Indebtedness or Permitted  Catlettsburg  Capital
         Project  Indebtedness during such Fiscal Quarter was more than the
         notional   repayment  of  principal   for  such  Special   Project
         Indebtedness   or   Permitted    Catlettsburg    Capital   Project
         Indebtedness  during such Fiscal Quarter (calculated in the manner
         described in clause (e) above), the amount of such excess, plus or
         minus

                  (g)  any   adjustments   or   reserves   (including   any
         adjustments for minimum cash balance requirements,  


                                                                      15

         including cash reserves for accrued or withheld Taxes not yet due)
         in the amounts and for the time periods  established  and approved
         by the Board of  Managers  pursuant to a vote in  accordance  with
         Section 8.07(b).

                  "Distribution  Date" has the meaning set forth in Section
         5.01(a).

                  "Distributions Calculation Statement" has the meaning set
         forth in Section 5.01(c).

                  "EBITDA" means for any period:

                  (a) net income, plus

                  (b) to the extent  deducted in computing such net income,
         the sum of (i)  estimated  or  actual  Federal,  state,  local and
         foreign  income  tax  expense,   (ii)  interest   expense,   (iii)
         depreciation,  depletion and amortization  expense,  (iv) non-cash
         charges  resulting  from  the  cumulative  effect  of  changes  in
         accounting  principles,  and (v) non-cash  lower of cost or market
         inventory or fixed asset writedowns; minus

                  (c) to the extent added in computing such net income, (i)
         any  interest  income  (excluding   interest  income  on  accounts
         receivable  related to marketing  programs),  (ii) non-cash  gains
         resulting  from the  cumulative  effect of changes  in  accounting
         principles and (iii) non-cash lower of cost or market inventory or
         fixed asset gains;

all as  determined  on a  consolidated  basis (x) in the case of any period
ended prior to the Closing Date,  Marathon and its  subsidiaries or Ashland
and its  subsidiaries,  as  applicable,  or (y) in the  case of any  period
ending on or after the Closing  Date,  with  respect to the Company and its
subsidiaries,  in each case in  accordance  with  then  Current  GAAP.  For
purposes  of this  definition,  depreciation,  depletion  and  amortization
expense will include any gains (deductions from depreciation, depletion and
amortization)  or  losses   (additions  to   depreciation,   depletion  and
amortization) on asset  retirements and excess purchase price  amortization
adjustments.  For the  avoidance  of doubt,  


                                                                      16

EBITDA   shall  not   include  any   revenues   or  expenses   constituting
Member-Funded Capital Expenditures or Member-Indemnified Expenditures.

                  "Executive Officers" has the meaning set forth in Section
9.01(a).

                  "Final  Monetary  Amount"  has the  meaning  set forth in
Section 14.03(a).

                  "Financed Properties" means each of the properties listed
in Schedule 1.01.

                  "Fiscal Quarter" means the three-month period ended March
31, June 30, September 30 and December 31 of each Fiscal Year.

                  "Fiscal Year" has the meaning set forth in Section 6.05.

                  "Fuelgas  Interest"  means the 1% interest in the Company
which is owned by Fuelgas.

                  "GAAP" means United States generally accepted  accounting
principles applied on a consistent basis.

                  "Garyville Propylene Upgrade Project" means the propylene
splitter with a capacity of approximately  800 million pounds per year that
is being  constructed  at the  Garyville  refinery  for the  production  of
propylene.

                  "Historical  EBITDA" means for any period ending prior to
the Closing Date the sum of:

                  (a) EBITDA of the  Marathon  Business  for such period as
         adjusted  for each of the  "EBIT  Adjustment"  items  set forth in
         lines  10-55  of  Schedule  B-1  and  each  of  the  "Depreciation
         Adjustment"  items set forth in lines 133  through 150 of Schedule
         B-1,  in each case  calculated  for such period in the same manner
         that such adjustments were calculated in Schedule B-1, plus

                  (b) EBITDA of the  Ashland  Business  for such  period as
         adjusted  for each of the  "EBIT  Adjustment"  


                                                                      17

         items set  forth in lines  11-56 of  Schedule  B-2 and each of the
         "Depreciation  Adjustment"  items  set forth in lines  111-120  of
         Schedule B-2, in each case  calculated for such period in the same
         manner that such adjustments were calculated in Schedule B-2;

all  determined  on a  consolidated  basis with respect to Marathon and its
subsidiaries or Ashland and its subsidiaries,  as applicable, in accordance
with then Current GAAP.

                  "Initial GAAP" has the meaning set forth in Section 1.02.

                  "Initial Term" has the meaning set forth in Section 2.03.

                  "Maralube  Express Business" has the meaning set forth in
Section  14.03(d)(i)  of the Put/Call,  Registration  Rights and Standstill
Agreement.

                  "Marathon Crude Oil Purchase Program" has the meaning set
forth in Section 8.12.

                  "Marathon  Designated Sublease Agreements" shall mean the
Marathon Sublease  Agreements  attached as Exhibits E-1, E-2 and E-3 to the
Asset Transfer and Contribution Agreement.

                  "Marathon-Funded  Capital  Expenditures"  has the meaning
set forth in Section 4.02(a).

                  "Material  Adverse  Effect"  has the meaning set forth in
the Asset Transfer and Contribution Agreement.

                  "Member-Funded  Capital Expenditures" has the meaning set
forth in Section 4.02(a).

                  "Member-Indemnified  Expenditures"  has the  meaning  set
forth in Section 4.02(b).

                  "Monetary  Dispute"  has the meaning set forth in Section
14.01(a).



                                                                      18

                  "Non-Contracting  Member"  has the  meaning  set forth in
Section 8.11(b).

                  "Non-Delinquent  Member"  has the  meaning  set  forth in
Section 14.01.

                  "Non-Terminating Member" has the meaning set forth in the
Put/Call, Registration Rights and Standstill Agreement.

                  "Normal Annual  Capital  Budget  Amount" means,  for each
Fiscal Year, an amount equal to the sum of:

                  (i) an amount  equal to 130% of the  Average  Annual DD&A
         for such Fiscal Year, plus

                  (ii) if, with respect to any Fiscal Year, (a) the Average
         Adjusted  EBITDA for such Fiscal  Year less the amount  calculated
         pursuant to clause (i) above for such Fiscal Year exceeds (b) $240
         million (such excess,  the "Excess  EBITDA" for such Fiscal Year),
         the sum of (1) the lesser of: (x) 10% of the  Average  Annual DD&A
         for such  Fiscal  Year and (y) the Excess  EBITDA for such  Fiscal
         Year and (2) 50% of the amount by which the Excess EBITDA for such
         Fiscal Year exceeds an amount  equal to 10% of the Average  Annual
         DD&A for such Fiscal Year.

An example of the calculation of Adjusted DD&A,  Adjusted  EBITDA,  Average
Annual DD&A,  Average  Adjusted EBITDA and the Normal Annual Capital Budget
Amount is shown in  Schedule A. In the event of any  inconsistency  between
such  Schedule  A and the  language  of this  definition  of Normal  Annual
Capital Budget Amount, neither shall control over the other.

                  "Offer Notice" has the meaning set forth in Section 10.04(a).

                  "Ordinary Course Debt" means,  without  duplication,  the
aggregate  outstanding principal amount of all loans and advances under any
committed or uncommitted credit facilities  (including any commercial paper
borrowings  or  borrowings  under  the  Revolving  Credit  Agreement,   but
excluding  trade  payables),  provided that Ordinary  Course 


                                                                      19

Debt shall not include any Permitted Intercompany Debt, any Special Project
Indebtedness or any Permitted Catlettsburg Capital Project Indebtedness.

                  "Ordinary  Course Lease Expense"  means,  with respect to
any Fiscal Year, the rental or lease expense for such Fiscal Year of assets
rented or financed by operating  leases (as  determined in accordance  with
Applicable GAAP).

                  "Original Lease" means the lease or charter  underlying a
Marathon  Designated  Sublease Agreement or an Ashland Designated  Sublease
Agreement in which  Marathon or Ashland,  as  applicable,  is the lessee or
charterer.

                  "Other  Critical  Decision"  means  each of the Level III
decisions set forth in paragraphs 2(c)(iii), (v), (vii), (viii) and (ix) of
the Retail Integration Protocol.

                  "Packaged  Motor Oil  Business" has the meaning set forth
in Section  14.03(h) of the Put/Call,  Registration  Rights and  Standstill
Agreement.

                  "Percentage  Interest"  has  the  meaning  set  forth  in
Section 3.01.

                  "Permitted Catlettsburg Capital Project Indebtedness" has
the meaning set forth in the Company Leverage Policy.

                  "Permitted Catlettsburg Capital Projects" has the meaning
set forth in the Company  Leverage Policy.

                  "Permitted  Intercompany  Debt" has the meaning set forth
in the Company Leverage Policy.

                  "Price  Index"  means the  Consumer  Price  Index for All
Urban  Consumers of the United  States  Department of Labor Bureau of Labor
Statistics for all Urban Areas (on the 1982-84 equals 100 standard).

                  "Primary  Critical  Decision" means each of the Level III
decisions  set  forth in  paragraphs  2(c)(i),  (ii),  (iv) and (vi) of the
Retail Integration Protocol.


                                                                      20


                  "Prime  Rate"  means  the  rate  of  interest  per  annum
publicly announced from time to time by Citibank,  NA, as its prime rate in
effect at its principal  office in New York;  each change in the Prime Rate
shall be effective  on the date such change is publicly  announced as being
effective.

                  "Private  Label  Packaged  Motor  Oil  Business"  has the
meaning set forth in Section 14.03(h) of the Put/Call  Registration  Rights
and Standstill Agreement.

                  "Profit and Loss", as appropriate, means, for any period,
the taxable  income or tax loss of the Company and its  subsidiaries  under
Code Section 703(a) and Treasury  Regulation Section 1.703-1 for the Fiscal
Year, adjusted as follows:

                  (a) All items of income, gain, loss or deduction required
         to be separately  stated pursuant to Code Section  703(a)(1) shall
         be included;

                  (b) Tax  exempt  income  as  described  in  Code  Section
         705(a)(1)(B) realized by the Company during such Fiscal Year shall
         be taken into account as if it were taxable income;

                  (c) Expenditures of the Company described in Code Section
         705(a)(2)(B)  for such Fiscal Year,  including items treated under
         Treasury   Regulation   Section   1.704-1(b)(2)(iv)(i)   as  items
         described  in Code  Section  705(a)(2)(B),  shall  be  taken  into
         account as if they were deductible items;

                  (d) With respect to any property (other than money) which
         has been  contributed to the capital of the Company,  "Profit" and
         "Loss"  shall be computed in  accordance  with the  provisions  of
         Treasury  Regulation  Section  1.704-1(b)(2)(iv)(g)  by  computing
         depreciation,  amortization, income, gain, loss or deduction based
         upon  the  fair  market  value  of such  property  at the  date of
         contribution;

                  (e) With respect to any property of the Company which has
         been  revalued as required or  permitted  by Treasury  Regulations
         under Code Section 704(b),  


                                                                      21

         "Profit" or "Loss" shall be determined  based upon the fair market
         value of such property as determined in such revaluation; and

                  (f) With respect to any property of the Company which (i)
         is  distributed  in kind to a  Member,  or (ii) has been  revalued
         under Section 6.03 upon the  occurrence of any event  specified in
         Treasury Regulation Section  1.704-1(b)(2)(iv)(f),  the difference
         between the adjusted basis for federal income tax purposes and the
         fair  market  value  shall  be  treated  as gain or loss  upon the
         disposition of such property.

                  "Qualified Candidate" has the meaning set forth in Section 
9.02(c).

                  "Quick  Lube  Business"  has the  meaning  set  forth  in
Section  14.03(h)  of the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Refundable Amount" has the meaning set forth in Section 
14.03(d).

                  "Representatives" has the meaning set forth in Section 8.01

                  "Response" has the meaning set forth in Section 13.02.

                  "Retail   Integration   Protocol"   means  the   Speedway
SuperAmerica LLC Retail Integration Protocol attached hereto as Exhibit A.

                  "Revolving Credit Agreement" has the meaning set forth in
Section 2.2(a) of the Master Formation Agreement.

                  "Section 8.11(b)  Affiliate  Transaction" has the meaning
set forth in Section 8.11(b).

                  "Security  Interest" has the meaning set forth in Section
14.05(a).

                  "Selling  Member"  has the  meaning  set forth in Section
10.04(a). 


                                                                      22

                  "Senior  Manager"  has the  meaning  set forth in Section
13.02.

                  "Shared Service" means an administrative  service that is
provided to the Company or its subsidiaries by Marathon,  Ashland or any of
their respective  Affiliates  pursuant to the Shared Services  Agreement or
provided to Marathon,  Ashland or any of their respective Affiliates by the
Company or its subsidiaries pursuant to the Shared Services Agreement.

                  "Shared  Services  Agreement"  means the Shared  Services
Agreement by and among  Marathon,  Ashland and the Company,  including  the
Schedules  thereto,  attached  as  Exhibit  U to  the  Asset  Transfer  and
Contribution Agreement.

                  "Short-Term   Investments"  means,  without  duplication,
collected or  available  bank cash  balances,  the fair market value of any
investment made by the Company or any of its  subsidiaries  pursuant to the
Company's Investment Guidelines and the fair market value of any investment
made by the Company or any of its  subsidiaries  that should have been made
pursuant to the Company's Investment  Guidelines,  but excluding Incidental
Cash and any cash balances that represent uncollected funds.

                  "Significant Shared Service" means (a) any Shared Service
related to the  Treasury  and Cash  Management  function and (b) any Shared
Service (or group of related Shared Services) that results or is reasonably
anticipated  to result in the  payment  by or to the  Company or any of its
subsidiaries  of more than $2  million in any  contract  year in the period
during  which  such  Shared  Service  will be  provided.  For  purposes  of
determining  whether the $2 million  threshold of this  definition has been
satisfied,  payments  for all  Shared  Services  in  each of the  following
general administrative areas shall be aggregated within each area specified
below and considered  related Shared  Services:  Human  Resources;  Health,
Environment and Safety; Law; Public Affairs;  Governmental Affairs; Finance
and  Accounting  (including  Internal  Audit);   Administrative   Services;
Information   Technology  Services;   Procurement;   Business  Development;
Aviation; Engineering and Technology; Economics; and Security.


                                                                      23

                  "Sole  Arbitrator"  has the meaning set forth in Appendix
B.

                  "Special  Project"  has  the  meaning  set  forth  in the
Company Leverage Policy.

                  "Special Project  Indebtedness" has the meaning set forth
in the Company Leverage Policy.

                  "Special  Termination Right" has the meaning set forth in
Section  2.01(a)  of  the  Put/Call,  Registration  Rights  and  Standstill
Agreement.

                  "Subleased Property" has the meaning set forth in Section
4.01(c).

                  "Super  Majority  Decision"  has the meaning set forth in
Section 8.08.

                  "Surplus  Cash" has the meaning  assigned to such term in
the Company Leverage Policy.

                  "Tax  Distribution  Amount"  has the meaning set forth in
Section 5.01(a).

                  "Tax Liability"  means,  with respect to a Fiscal Year, a
Member's liability for Federal, state, local and foreign taxes attributable
to taxable  income  allocated  to such Member  pursuant to Section 6.03 and
Section 10.03,  taking into account any Tax deduction or loss  specifically
allocated to a Member  pursuant to this Agreement or any other  Transaction
Document.

                  "Term  of the  Company"  has the  meaning  set  forth  in
Section 2.03.

                  "Terminating Member" has the meaning set forth in Section
2.01(a) of the Put/Call, Registration Rights and Standstill Agreement.

                  "Unaudited  Financial  Statements"  has the  meaning  set
forth in Section 7.02(a).



                                                                      24

                  "Valvoline Business" has the meaning set forth in Section
14.03(h) of the Put/Call, Registration Rights and Standstill Agreement.

                  SECTION 1.02.  Applicable  GAAPSECTION  1.02.  Applicable
GAAP.  In connection  with the  calculation  pursuant to this  Agreement of
Adjusted DD&A, Capital Expenditures or Ordinary Course Lease Expenses,  the
determination of whether a lease is a Capital Lease or the determination of
whether the Company has entered  into an  operating  lease for  purposes of
Section  8.16 (each  such  calculation  or  determination,  an  "Accounting
Determination"),  the Company  shall  apply then  Current  GAAP;  provided,
however,  that if at any time  after the date of this  Agreement,  a change
shall  occur in GAAP which  would  result in any  Accounting  Determination
being different under Current GAAP than such Accounting Determination would
have been under GAAP as in effect on the date of this  Agreement  ("Initial
GAAP"),  then (a) the Members  shall  negotiate  in good faith to make such
amendments  to the  relevant  provisions  of this  Agreement  as  shall  be
required to preserve the economic and other results intended by the Members
as  of  the  date  of  this  Agreement  with  respect  to  such  Accounting
Determination  and (b) unless and until such time as the  Members  shall in
good faith mutually agree to such amendments, Initial GAAP shall be applied
to make  such  Accounting  Determination  or,  if the  Members  shall  have
previously  amended the relevant  provisions of this Agreement  pursuant to
this Section  1.02 in response to a prior  change in GAAP,  then GAAP as in
effect at the time the most recent such  previous  amendment was made shall
be used to make such  Accounting  Determination  (the GAAP that is actually
applied by the Company in making any such Accounting Determination pursuant
to this Agreement being the "Applicable GAAP").


                                 ARTICLE II

                            General Provisions

                  SECTION 2.01. Formation;  Effectiveness.  The Company has
been formed as a limited  liability  company  pursuant to the provisions of
the Delaware  Act by the filing of the  Certificate  of Formation  with the
Secretary of State of the State of Delaware.  Pursuant to Section 18-201(d)
of


                                                                      25

the Delaware Act, the provisions of this Agreement shall be effective as of
the Closing  Date.  Each Member  hereby  adopts,  confirms and ratifies the
Certificate  of  Formation  and all  acts  taken in  connection  therewith.
Ashland shall be admitted as a member of the Company upon its execution and
delivery  of this  Agreement.  Except as provided  in this  Agreement,  the
rights, duties,  liabilities and powers of the Members shall be as provided
in the Delaware Act.

                  SECTION  2.02.  Name.  The name of the  Company  shall be
Marathon Ashland  Petroleum LLC. The Board of Managers may adopt such trade
or fictitious names as it may determine.

                  SECTION 2.03. Term.  Subject to the provisions of Article
XIV  providing  for early  termination  in  certain  circumstances  and the
provisions  of  Article  IX  of  the  Put/Call,   Registration  Rights  and
Standstill Agreement,  the initial term of the Company (the "Initial Term")
began on the date the Certificate of Formation was filed with the Secretary
of State of the State of Delaware,  and shall  continue  until the close of
business on  December  31,  2022 and,  thereafter,  the term of the Company
shall be  automatically  extended for successive  10-year periods unless at
least  two years  prior to the end of the  Initial  Term or any  succeeding
10-year period, as applicable,  a Member notifies the Board of Managers and
the other  Member in  writing  that it wants to  terminate  the term of the
Company at the end of the Initial  Term or such  10-year  period,  in which
event,  the term of the Company  shall not  thereafter  be  extended  for a
successive  ten-year  term.  The President of the Company shall notify each
Member  in  writing  at  least  six  months  prior  to each  such  two-year
notification  date  that  the  Term of the  Company  will be  automatically
extended unless a Member provides a notice to the contrary pursuant to this
Section  2.03.  The  failure of the  President  of the Company to give such
notice, or any defect in any notice so given, shall not affect the Members'
rights to terminate the Term of the Company  pursuant to this Section 2.03,
and shall not result in a termination  of the Term of the Company  unless a
Member provides a notice to the contrary pursuant to this Section 2.03. The
Initial Term, together with any such extensions, is hereinafter referred to
as the "Term of the Company". The existence of the Company as a separate


                                                                      26


legal entity shall  continue until the  cancelation  of the  Certificate of
Formation in the manner provided in the Delaware Act.

                  SECTION 2.04.  Registered  Agent and Office.  The name of
the  registered  agent of the Company for service of process on the Company
in the State of Delaware is The Corporation Trust Company,  and the address
of the registered agent and the address of the office of the Company in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington,  Delaware  19801.  The Board of Managers may change such office
and such agent from time to time in its sole discretion.

                  SECTION 2.05. Purpose.  (a) The purpose of the Company is
to engage  in any  lawful  act or  activity  for which a limited  liability
company may be formed under the Delaware Act (either directly or indirectly
through one or more  subsidiaries).  It is the Members'  understanding  and
intent that (i) the Company will be an  independent,  self-funding  entity,
(ii) no additional capital contributions are expected to be required by the
Members  and (iii) the  administrative  requirements  of the  Company  will
generally be provided by the Company's own  employees.  In  furtherance  of
this  understanding and intent,  and without limiting the generality of the
foregoing, unless the Members shall mutually agree otherwise, the following
administrative  functions and services shall be provided  substantially  by
the Company and its subsidiaries'  employees (or by its unaffiliated  third
party  contractors)  under the  supervision  and  control of the  Company's
officers: Human Resources; Health, Environment and Safety; Law; Finance and
Accounting;  Internal Audit; Treasury and Cash Management;  and Information
Technology.  For the avoidance of doubt, the Members  acknowledge and agree
that the provision at any time of the specific Shared  Services  identified
and  described  in Schedule  10.2(e) to the  Marathon  Asset  Transfer  and
Contribution  Agreement  Disclosure  Letter  and  Schedule  10.2(e)  to the
Ashland Asset Transfer and Contribution  Agreement Disclosure Letter to the
Company and its  subsidiaries by the Members shall not be deemed to violate
the requirements of the immediately preceding sentence.


                                                                      27


                  (b) The  Company,  and the  President  on  behalf  of the
Company,  may enter into and  perform  the  Transaction  Documents  and the
Commercial  Documents  to which the Company is a party  without any further
act,   vote  or   approval   of  the  Board  of  Managers  or  the  Members
notwithstanding any other provision of this Agreement,  the Delaware Act or
other Applicable Law. The President of the Company is hereby  authorized to
enter into such  Transaction  Documents  and such  Commercial  Documents on
behalf  of the  Company,  but  such  authorization  shall  not be  deemed a
restriction  on the  power of the Board of  Managers  to enter  into  other
agreements on behalf of the Company.

                  SECTION 2.06. Powers. In furtherance of its purposes, but
subject to all the provisions of this Agreement, the Company shall have the
power and is hereby authorized to:

                  (a) acquire by purchase,  lease, contribution of property
         or  otherwise,  own,  operate,  hold,  sell,  convey,  transfer or
         dispose of any real or personal  property  which may be necessary,
         convenient or incidental to the  accomplishment  of the purpose of
         the Company;

                  (b)  act  as  a  trustee,   executor,   nominee,  bailee,
         director,  officer,  agent or in some other fiduciary capacity for
         any  person or entity  and to  exercise  all the  powers,  duties,
         rights and responsibilities associated therewith;

                  (c) take any and all  actions  necessary,  convenient  or
         appropriate  as  trustee,  executor,  nominee,  bailee,  director,
         officer,  agent or other  fiduciary,  including  the  granting  or
         approval of waivers,  consents or  amendments  of rights or powers
         relating  thereto and the  execution of  appropriate  documents to
         evidence such waivers, consents or amendments;

                  (d) borrow money and issue  evidences of  indebtedness in
         furtherance  of any or all of the  purposes  of the  Company,  and
         secure the same by 

                                                                      28

         mortgage, pledge or other lien on the assets of the Company;

                  (e) invest any funds of the Company pending  distribution
         or  payment  of the  same  pursuant  to  the  provisions  of  this
         Agreement;

                  (f)  prepay  in  whole  or in  part,  refinance,  recast,
         increase, modify or extend any Indebtedness of the Company and, in
         connection   therewith,   execute  any  extensions,   renewals  or
         modifications of any mortgage or security  agreement securing such
         Indebtedness;

                  (g) enter into,  perform and carry out  contracts  of any
         kind, including, without limitation,  contracts with any person or
         entity  affiliated  with  any of the  Members,  necessary  to,  in
         connection   with,   convenient   to,   or   incidental   to   the
         accomplishment of the purposes of the Company;

                  (h)  employ  or  otherwise  engage  employees,  managers,
         contractors,   advisors,   attorneys  and   consultants   and  pay
         reasonable compensation for such services;

                  (i) enter into partnerships, limited liability companies,
         trusts,  associations,  corporations  or other ventures with other
         persons or entities in furtherance of the purposes of the Company;
         and

                  (j) do  such  other  things  and  engage  in  such  other
         activities   related  to  the   foregoing  as  may  be  necessary,
         convenient  or  incidental  to the conduct of the  business of the
         Company,  and have  and  exercise  all of the  powers  and  rights
         conferred upon limited liability  companies formed pursuant to the
         Delaware Act.


                                ARTICLE III

                                  Members

                  SECTION 3.01. Members;  Percentage  Interests.  The names
and addresses of the Members and their respective


                                                                      29

percentage  interests  in  the  Company  ("Percentage  Interests")  are  as
follows:

                                                         Percentage
                  Members                                Interests
                  -------                                ----------
         Marathon Oil Company                                62%
         5555 San Felipe
         P.O. Box 3128
         Houston, TX 77056-2723

         Ashland Inc.                                        38%
         P.O. Box 391
         Ashland, KY 41114

Marathon's  Percentage  Interest  shall be deemed to  include  the  Fuelgas
Interest.  Promptly after the Closing, Marathon will cause Fuelgas to merge
with and into Marathon.

                  SECTION  3.02.   Adjustments  in  Percentage   Interests.
Marathon's and Ashland's Percentage Interests, and the Percentage Interests
of each other  Member,  if any,  shall be  adjusted  (a) at the time of any
Transfer of such Member's  Membership  Interests  pursuant to Section 10.02
and (b) at the time of the  admission  of each new Member  pursuant to such
terms and  conditions  as the  Board of  Managers  from time to time  shall
determine  pursuant to a vote in accordance with Section  8.07(b),  in each
case to take into account such Transfer or admission of a new Member.


                                 ARTICLE IV

                           Capital Contributions;
                     Assumption of Assumed Liabilities

                  SECTION 4.01. Contributions. (a) On or before the Closing
Date, Marathon shall contribute,  convey,  transfer,  assign and deliver to
the Company or shall have contributed,  conveyed, transferred, assigned and
delivered to the  Company,  the Marathon  Transferred  Assets,  and Ashland
shall contribute,  convey,  transfer,  assign and deliver to the Company or
shall have contributed,  conveyed,  transferred,  assigned and delivered to
the Company, the


                                                                      30

Ashland  Transferred  Assets, in each case pursuant to terms and conditions
of  the  Asset  Transfer  and  Contribution  Agreement.  In  addition,  any
additional  assets that  Marathon or Ashland  are  required to  contribute,
convey,  transfer,  assign  and  deliver  to the  Company  at a later  date
pursuant to the terms and conditions of the Asset Transfer and Contribution
Agreement shall be so contributed at such later date.

                  (b) The Company shall assume, as of the Closing Date, the
Assumed  Liabilities  pursuant  to the  terms  of the  Asset  Transfer  and
Contribution Agreement.

                  (c)  Payments  or  Damages  under   Designated   Sublease
Agreements as  Contributions.  (i) Each Member has agreed,  pursuant to the
Designated  Sublease  Agreements to which it is a party, to sublease to the
Company  or one of its  subsidiaries  the  assets  or  property  listed  on
Schedule 4.01(c) ("Subleased Property") for a nominal consideration in lieu
of transferring  such property to the Company or such  subsidiary,  free of
any Liens, other than Permitted Encumbrances, as a capital contribution.

                  (A) If at any time  after  the date of this  Agreement  a
         Member in its  capacity as a sublessor  shall  become the owner of
         any Subleased  Property,  such Member shall  promptly  contribute,
         convey,  transfer,  assign and deliver to the Company  (or, if the
         Company so directs,  to one of its subsidiaries) at no cost to the
         Company  or such  subsidiary,  and the  Company  hereby  agrees to
         accept,  or to cause such  subsidiary  to accept,  such  Subleased
         Property and the related  Designated  Sublease  Agreement shall be
         terminated  with respect to such Subleased  Property,  all as more
         specifically set forth in such Designated Sublease  Agreement.  In
         addition, if at any time after the date of this Agreement a Member
         assigns to the Company (or a subsidiary of the Company) a purchase
         option  with  respect  to  a  Subleased  Property  pursuant  to  a
         Designated  Sublease  Agreement and the Company or such subsidiary
         exercises  such  purchase  option and pays all or a portion of the
         purchase price therefor,  such Member shall promptly reimburse the
         Company  or such  subsidiary  such  amount so paid and,  if not so
         reimbursed,  such amount  shall be subject to 


                                                                      31

         set-off pursuant to Section 14.04. Any such payment by the Company
         shall be treated as a distribution to the  appropriate  Member for
         capital account purposes,  and any such amount paid to the Company
         or  such   subsidiary  by  a  Member  in   connection   with  such
         reimbursement  obligation,  or to the extent of a set-off  applied
         pursuant  to  Section  14.04 as a  result  of such  failure  to so
         reimburse,  shall be  treated  as a  capital  contribution  to the
         Company.

                  (B)  Any  amount  paid  by  the  Company  or  any  of its
         subsidiaries  under a  Designated  Sublease  Agreement  to cure or
         prevent  a  payment  default  by the  sublessor  Member  under the
         underlying  Original  Lease shall be  reimbursed to the Company or
         such subsidiary by such Member, and if not so reimbursed, shall be
         subject to set-off  pursuant to Section 14.04. Any such payment by
         the Company shall be treated as a distribution  to the appropriate
         Member for capital account  purposes,  and any such amount paid to
         the Company or such  subsidiary by a Member in  connection  with a
         default of its payment obligations under its respective Designated
         Sublease  Agreements,  or  to  the  extent  of a  set-off  applied
         pursuant to Section  14.04 as a result of such  default,  shall be
         treated as a capital contribution to the Company.

                  (C) None of the capital contributions pursuant to (A) and
         (B)  above  shall  result  in  any   adjustment  to  the  Members'
         respective Percentage Interests in the Company.

                  (ii) If (A) a Member commences a voluntary case under any
applicable    bankruptcy,    insolvency,     liquidation,     receivership,
reorganization  or other similar law now in effect,  or an order for relief
is entered  against such Member in an  involuntary  case under any such law
and (B) a trustee of such Member rejects a Designated Sublease Agreement of
such  Member,  then (1) the Member  shall be  obligated  to  reimburse  the
Company for the Loss to the Company as a result of such rejected Designated
Sublease Agreement,  which Loss, if not so reimbursed,  shall be subject to
set-off  pursuant to Section  14.04 prior to the interest of such Member in
any distributions hereunder and 


                                                                      32

(2) the  amount of such Loss  shall be deemed to be the loss of use of such
Subleased  Property  for the economic  life  thereof  rather than any other
period.

                  SECTION 4.02. Additional Contributions. (a) Member-Funded
Capital  Expenditures.  For each Capital  Expenditure project identified on
Schedule 4.02(a)-1,  Marathon shall contribute to the Company the amount of
funds necessary to comply with its obligations  under Section 7.1(j) of the
Asset  Transfer  and  Contribution  Agreement  with respect to such Capital
Expenditure  project as, when and if the Company  actually  incurs  Capital
Expenditures  related to such Capital  Expenditure  project  (such  Capital
Expenditures,  as, when and if they are funded by Marathon, are referred to
herein as the  "Marathon-Funded  Capital  Expenditures").  For each Capital
Expenditure  project  identified  on  Schedule  4.02(a)-2,   Ashland  shall
contribute to the Company the amount of funds  necessary to comply with its
obligations  under Section  7.2(k) of the Asset  Transfer and  Contribution
Agreement with respect to such Capital  Expenditure project as, when and if
the Company  actually incurs Capital  Expenditures  related to such Capital
Expenditure  project (such Capital  Expenditures,  as, when and if they are
funded by Ashland,  are referred to herein as the  "Ashland-Funded  Capital
Expenditures",  and together with the Marathon-Funded Capital Expenditures,
the  "Member-Funded  Capital  Expenditures").  Each  Member-Funded  Capital
Expenditure shall be treated as a capital  contribution to the Company, but
shall not result in any  adjustment to the Members'  respective  Percentage
Interests in the Company.  To the extent  permitted by applicable  Tax law,
any Tax  deduction by the Company of a  Member-Funded  Capital  Expenditure
shall be specially  allocated so that each Member will have the Tax benefit
of its Member-Funded Capital Expenditures.

                  (b)  Indemnification   Payments  as  Contributions.   Any
indemnity  amount paid by Marathon or Ashland to the Company  under Article
IX  of  the   Asset   Transfer   and   Contribution   Agreement   (each   a
"Member-Indemnified   Expenditure")   shall  be   treated   as  a   capital
contribution to the Company,  but shall not result in any adjustment to the
Members' respective Percentage Interests in the Company. A determination of
whether the associated  Loss will be deducted or capitalized by the Company
for Tax  purposes  


                                                                      33

shall be made by the Company at the  direction of the  Indemnifying  Party.
Any Tax  deduction  or loss  claimed  by the  Company  with  respect to the
indemnified amount shall be specially allocated to the Indemnifying Party.

                  (c) Other Additional Capital  Contributions.  The Members
shall make  other  additional  capital  contributions  ("Agreed  Additional
Capital  Contributions")  pro rata  based on  their  respective  Percentage
Interests if and to the extent such capital  contributions  are approved by
the  Board  of  Managers  pursuant  to a vote in  accordance  with  Section
8.07(b).

                  (d) No Third-Party Beneficiaries.  The provisions of this
Agreement,  including without  limitation,  this Section 4.02, are intended
solely to benefit the  Members  and, to the  fullest  extent  permitted  by
Applicable  Law,  shall not be construed as conferring any benefit upon any
creditor of the Company other than the Members, and no such creditor of the
Company other than the Members shall be a third-party  beneficiary  of this
Agreement,  and no Member or member of the Board of Managers shall have any
duty or  obligation  to any  creditor  of the Company to issue any call for
capital pursuant to this Agreement.

                  SECTION 4.03.  Negative Balances;  Withdrawal of Capital;
Interest.  Neither of the Members shall have any  obligation to the Company
or to the other  Member to restore  any  negative  balance  in its  Capital
Account.  Neither Member may withdraw capital or receive any  distributions
from the Company except as specifically  provided herein. No interest shall
be paid by the Company on any capital contributions.


                                 ARTICLE V

                               Distributions

                  SECTION 5.01. Distributions. (a) Within 45 days after the
end of each Fiscal  Quarter,  the Company  shall  


                                                                      34

distribute  to  the  Members  (the  date  of  such  distribution   being  a
"Distribution  Date") an amount  in cash  (the "Tax  Distribution  Amount")
determined as follows:

                  (i) The maximum Tax Liability of each Member with respect
         to its  allocable  portion (as  provided  in Section  6.03) of the
         Company's  estimated  taxable income for such Fiscal Quarter shall
         be determined, based upon the highest aggregate marginal statutory
         Federal,  state and local income tax rate (determined  taking into
         account the deductibility,  to the extent allowed, of income-based
         taxes paid to  governmental  entities)  to which any Member may be
         subject for the related  Fiscal Year (and  excluding  any deferred
         taxes) (the "Aggregate Tax Rate").

                  (ii) If the Tax  Liability  determined  in clause  (i) is
         positive  with  respect to either  Member,  there  shall be a cash
         distribution  to each of the  Members,  in  accordance  with their
         Percentage  Interests,  of an  aggregate  amount such that neither
         Member shall receive less than its Tax Liability.

                  (iii) In the event that the Tax Liability with respect to
         a Fiscal  Quarter,  determined  pursuant  to clause (i) above,  is
         negative with respect to each Member,  such negative Tax Liability
         shall not give rise to a payment  obligation on the part of either
         Member, but shall be carried forward and shall offset the positive
         Tax Liability of the Members in succeeding Fiscal Quarters.

                  (iv)  Following  a  determination  by the  Company of the
         Company's actual net taxable income with respect to a Fiscal Year,
         the maximum  Tax  Liability  of each  Member  with  respect to its
         allocable  portion (as provided in Section  6.03) of the Company's
         net taxable income for such Fiscal Year shall be determined, based
         upon the  Aggregate  Tax Rate. If the maximum Tax Liability of any
         Member for the Fiscal Year is in excess of the cash  distributions
         previously  made to the Member for such Fiscal  Year under  clause
         (ii) above and subsection (b) below, the Company shall make a cash
         distribution  to  all  the  Members,   in  accordance  with  their
         Percentage 


                                                                      35

         Interests,  of  an  aggregate  amount  such  that  the  excess  is
         eliminated for all the Members.  Such  distribution  shall be made
         within 45 days of the date the Company's actual net taxable income
         is determined.

                  (v) In the event that the  Company  Independent  Auditors
         determine  pursuant to Section  7.02(d) that the Company's  actual
         net taxable  income with  respect to a Fiscal Year is greater than
         the amount  determined  by the  Company  pursuant  to clause  (iv)
         above,  the Company  shall make a  determination  of the amount of
         cash,  if any,  required  to be  distributed  to the  Members,  in
         accordance  with their  Percentage  Interests,  such  that,  after
         taking into account cash distributions previously made to a Member
         under clause (ii) above and subsection (b) below,  no Member shall
         receive less than its Tax  Liability for such Fiscal Year based on
         such higher net taxable income amount.  The Company shall,  within
         15  days  after  the   determination  is  made,   distribute  such
         additional amount of cash to the Members, in accordance with their
         Percentage Interests.

             (vi)  In the  event  that  the  Company  Independent  Auditors
         determine  pursuant to Section  7.02(d) that the Company's  actual
         net taxable  income with respect to a Fiscal Year is less than the
         amount  determined by the Company pursuant to clause (iv) above, a
         determination  shall be made of the excess Tax Distribution Amount
         that was distributed to the Members in respect of such Fiscal Year
         based on the  Company's  determination  of its actual net  taxable
         income and the Company shall deduct from the next Tax Distribution
         Amount  payable to the Members  pursuant to this Section 5.01, the
         amount of such excess distribution.

                  (b) In addition to the distributions  pursuant to Section
5.01(a),  on each  Distribution  Date, the Company shall  distribute to the
Members  all  Distributable  Cash for the  Fiscal  Quarter  to  which  such
Distribution   Date  relates.   Subject  to  Section  5.02(b),   each  such
distribution  shall be  allocated  between  the Members pro rata based upon
their respective Percentage Interests.


                                                                      36

                  (c) The  Company  shall  prepare and  distribute  to each
Member  within 45 days after the end of each Fiscal  Quarter a statement (a
"Distributions  Calculation  Statement") setting forth the calculations (in
reasonable  detail)  used by the  Company  for  purposes  of  distributions
pursuant to this Section 5.01 of (i) the Tax  Distribution  Amount for each
Member for such Fiscal Quarter,  (ii) the amount of Distributable  Cash for
such Fiscal  Quarter and (iii) the  allocation of such  Distributable  Cash
between the Members.

                  SECTION   5.02.   Certain   General   Limitations.    (a)
Notwithstanding  any provision to the contrary contained in this Agreement,
the Company, and the Board of Managers on behalf of the Company,  shall not
be required to make a  distribution  to either  Member with respect to such
Member's  Membership  Interests if such distribution  would violate Section
18-607 of the Delaware Act or other applicable law.

                  (b)  Notwithstanding  any other provision of this Article
V, all amounts  distributed to the Members in connection with a dissolution
of the Company or the sale or other disposition of all or substantially all
the assets of the  Company  that  results in a  dissolution  of the Company
shall be  distributed  to the Members in accordance  with their  respective
Capital  Account  balances,  as  adjusted  pursuant  to  Article VI for all
Company operations up to and including the date of such distribution.

                  SECTION 5.03.  Distributions  in Kind.  The Company shall
not  distribute  to the Members  any assets in kind unless  approved by the
Board of Managers pursuant to a vote in accordance with Section 8.07(b). If
cash and property in kind are to be distributed simultaneously, the Company
shall  distribute  such cash and property in kind in the same proportion to
each Member, unless otherwise approved by the Board of Managers pursuant to
a vote in  accordance  with Section  8.07(b).  For purposes of  determining
amounts  distributable  to Members  under  Section  5.01,  for  purposes of
determining  Profit and Loss under  Section  1.01,  for  purposes of making
adjustments  to  Capital  Accounts  under  Article VI and for  purposes  of
allocations  under Article VI, any property to be distributed in kind shall
have the value assigned to such property by the Board of Managers  pursuant



                                                                      37

to a vote in accordance with Section 8.07(b) and such value shall be deemed
to  be  part  of  and  included  in  Distributable  Cash  for  purposes  of
determining distributions to the Members under this Agreement.

                  SECTION 5.04.  Distributions  in the Event of an Exercise
of the Marathon  Call Right,  Ashland Put Right or the Special  Termination
Rights.  In the event of an exercise by Marathon of its Marathon Call Right
or its Special  Termination Right or the exercise by Ashland of its Ashland
Put  Right or its  Special  Termination  Right  pursuant  to the  Put/Call,
Registration  Rights and Standstill  Agreement,  certain  distributions  to
Ashland or Marathon,  as applicable,  will be suspended in accordance  with
the provisions of Section 5.01 thereof.


                                 ARTICLE VI

                     Allocations and Other Tax Matters

                  SECTION 6.01. Maintenance of Capital Accounts. An account
(a "Capital  Account") shall be established and maintained in the Company's
books for each  Member  in  accordance  with  Treasury  Regulation  Section
1.704-1(b)(2)(iv) and to which the following provisions apply to the extent
not inconsistent with such Regulation:

                  (a) There  shall be  credited  to each  Member's  Capital
         Account (i) the amount of money  contributed by such Member to the
         Company  (including  liabilities  of the  Company  assumed by such
         Member   as    provided    in    Treasury    Regulation    Section
         1.704-1(b)(2)(iv)(c)),  (ii) the fair market value of any property
         contributed  by the  Member  to the  Company  (net of  liabilities
         secured  by  such   contributed   property  that  the  Company  is
         considered  to assume or take subject to under Code Section  752),
         and (iii) such Member's share of the Company's Profit;

                  (b) There  shall be debited  from each  Member's  Capital
         Account (i) the amount of money  distributed to such Member by the
         Company  (including  liabilities  of 


                                                                      38

         such  Member  assumed  by the  Company  as  provided  in  Treasury
         Regulation Section  1.704-1(b)(2)(iv)(c)) other than amounts which
         are in  repayment  of  debt  obligations  of the  Company  to such
         Member, (ii) the fair market value of property distributed to such
         Member  (net of  liabilities  secured by such  property  that such
         Member  is  considered  to assume or take  subject  to under  Code
         Section 752), and (iii) such Member's share of the Company's Loss;

                  (c) To each  Member's  Capital  Account  there  shall  be
         credited, in the case of an increase, or debited, in the case of a
         decrease,  such Member's  share of any  adjustment to the adjusted
         basis of Company  assets  pursuant to Code Section  734(b) or Code
         Section  743(b) to the  extent  provided  by  Treasury  Regulation
         Section 1.704-(b)(2)(iv)(m); and

                  (d)  Upon  the  transfer  of  all  or  any  part  of  the
         Membership  Interests  of a Member,  the  Capital  Account  of the
         transferee Member shall include the portion of the Capital Account
         of  the  transferor   Member   attributable  to  such  transferred
         Membership Interest (or portion thereof).

                  SECTION 6.02.  Allocation of Profit and Loss.  (a) Except
as provided in Section 6.02(b), Profit or Loss for any Fiscal Year shall be
allocated between the Members in proportion to their respective  Percentage
Interests.

                  (b)  To  the  extent  any  Tax   deduction   or  loss  is
specifically  allocated to a Member pursuant to this Agreement  (other than
pursuant to Section 6.03) or any other Transaction Document,  including any
deduction  or loss  indemnified  by a  Member,  any  Member-Funded  Capital
Expenditure, any Member-Indemnified Expenditure and any special allocations
pursuant to Sections 6.12,  6.13 and 6.14,  the associated  Profit and Loss
shall be allocated to the same Member.

                  SECTION 6.03.  Tax  Allocations.  For income tax purposes
only, each item of income,  gain, loss, deduction and credit of the Company
shall be allocated  between the Members in accordance with their respective
shares of Profit 


                                                                      39

and Loss, subject to the rules of Section  704(c)(1)(A) of the Code and the
Treasury  Regulations  promulgated  thereunder.  The  allocation of income,
gain,  loss and deduction with respect to property  contributed by a Member
to the  Company  shall be  pursuant  to the  method  set forth in  Treasury
Regulation   Section   1.704-3(c)   (traditional   method   with   curative
allocations),  with book  depreciation  (as that  term is used in  Treasury
Regulation  Section  1.704-1(b)(2)(iv)(g)(3))  for assets fully depreciated
for federal income tax purposes based on the applicable recovery period (as
determined  in Code  Section  168(c)) for new assets of the same type.  Any
other  elections  or other  decisions  relating to  allocations  under this
Section  6.03,  including  the  determination  of the fair market  value of
contributed  property  and the  decision to adjust the Capital  Accounts to
reflect the fair market value of the Company's  assets upon the  occurrence
of any event specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
shall be made jointly by the Members in any manner that reasonably reflects
the  purpose and  intention  of this  Agreement.  Items  described  in this
Section 6.03 shall neither be credited nor charged to the Members'  Capital
Accounts.

                  SECTION 6.04. Entity  Classification.  The Members intend
that the  Company  be  treated  as a  partnership  for  Federal  income tax
purposes.  Accordingly,  neither the Tax Matters  Partner nor either Member
shall  file any  election  or return on its own  behalf or on behalf of the
Company that is inconsistent with that intent.

                  SECTION 6.05.  Fiscal Year.  The fiscal year (the "Fiscal
Year") of the Company for tax and accounting purposes shall be the 12-month
(or shorter) period ending on the last day of December of each year.

                  SECTION 6.06. Tax Returns. (a) The Company shall cause to
be prepared and timely filed all Federal,  state,  local and foreign income
tax  returns  and  reports  required  to be  filed by the  Company  and its
subsidiaries.  The  Company  shall  provide  copies  of all  the  Company's
Federal,  state,  local and foreign tax returns (and any schedules or other
required  filings  related to such  returns)  that reflect items of income,
gain,  deduction,  loss or credit that flow to separate Member returns,  to
the  Members  


                                                                      40

for their review and comment prior to filing, except as otherwise agreed by
the Members.  The Members agree in good faith to resolve any  difference in
the tax  treatment  of any  item  affecting  such  returns  and  schedules.
However, if the Members are unable to resolve the dispute,  the position of
the Tax Matters  Partner  shall be followed if  nationally  recognized  tax
counsel  acceptable  to both Members  provides an opinion that  substantial
authority  exists for such position.  Substantial  authority shall be given
the meaning  ascribed to it in Code Section 6662. If the Members are unable
to  resolve  the  dispute  prior  to the due date for  filing  the  return,
including  approved  extensions,  the  position of the Tax Matters  Partner
shall be followed,  and amended returns shall be filed if necessary at such
time the dispute is  resolved.  The costs of the dispute  shall be borne by
the Company.  The Members agree to file their  separate  Federal income tax
returns in a manner consistent with the Company's return, the provisions of
this Agreement and in accordance with applicable Federal income tax law.

                  (b) The  Company  shall  elect the most  rapid  method of
depreciation  and  amortization  allowed under  Applicable  Law, unless the
Members  agree  otherwise.  The failure of either  Member to agree that the
Company should elect a less rapid method of depreciation or amortization is
not subject to any dispute resolution provisions.

                  (c) The Members  shall  provide each other with copies of
all correspondence or summaries of other  communications  with the Internal
Revenue Service or any state, local or foreign taxing authority (other than
routine  correspondence and communications)  regarding the tax treatment of
the   Company's   operations.   No  Member  shall  enter  into   settlement
negotiations  with the  Internal  Revenue  Service or any  state,  local or
foreign taxing authority with respect to any issue concerning the Company's
income,  gains,  losses,  deductions  or  credits  if  the  tax  adjustment
attributable to such issue  (assuming the then current  Aggregate Tax Rate)
would be $2 million or greater,  without  first giving  reasonable  advance
notice of such intended action to the other Member.

                  SECTION  6.07.  Tax  Matters   Partner.   (a)  Initially,
Marathon  shall be the "Tax  Matters  Partner"  


                                                                      41

of the Company  within the meaning of Section  6231(a)(7) of the Code,  and
shall act in any similar  capacity  under state,  local or foreign law, but
only with  respect  to  returns  for which  items of  income,  gain,  loss,
deduction  or credit flow to the separate  returns of the  Members.  In the
event of a  transfer  of any  Member's  interest  in the  Company,  the Tax
Matters  Partner shall be the Member with the largest  Percentage  Interest
following such transfer.

                  (b) The Tax  Matters  Partner  shall  incur no  liability
(except as a result of the gross  negligence  or willful  misconduct of the
Tax Matters  Partner) to the other  Member  including,  but not limited to,
liability for any additional taxes, interest or penalties owed by the other
Member due to adjustments of Company items of income, gain, loss, deduction
or credit at the Company level.

                  SECTION 6.08.  Duties of Tax Matters Partner.  (a) Except
as provided in Section  6.08(b),  the Tax Matters  Partner shall  cooperate
with the other  Member and shall  promptly  provide  the other  Member with
copies of notices or other  materials  from, and inform the other Member of
discussions  engaged in with,  the Internal  Revenue  Service or any state,
local or foreign  taxing  authority and shall provide the other Member with
notice of all scheduled administrative proceedings, including meetings with
agents of the  Internal  Revenue  Service  or any  state,  local or foreign
taxing authority,  technical advice conferences,  appellate  hearings,  and
similar  conferences  and  hearings,  as soon as possible  after  receiving
notice of the scheduling of such proceedings,  but in any case prior to the
date of such scheduled proceedings.

                  (b) The duties of the Tax Matters  Partner  under Section
6.08(a)  shall not apply with respect to notices,  materials,  discussions,
proceedings,   meetings,  conferences,  or  hearings  involving  any  issue
concerning the Company's income,  gains,  losses,  deductions or credits if
the tax adjustment  attributable  to such issue  (assuming the then current
Aggregate  Tax Rate)  would be less  than $2  million  except as  otherwise
required under Applicable Law.

                  (c) The Tax Matters  Partner  shall not extend the period
of  limitations  or  assessments  without the consent of 


                                                                      42

the other Member, which consent shall not be unreasonably withheld.

                  (d) The Tax Matters  Partner shall not file a petition or
complaint in any court, or file any claim, amended return or request for an
administrative  adjustment  with respect to  partnership  items,  after any
return has been filed,  with respect to any issue  concerning the Company's
income,  gains,  losses,  deductions  or  credits  if  the  tax  adjustment
attributable to such issue  (assuming the then current  Aggregate Tax Rate)
would be $2 million or greater,  unless agreed by the other Member.  If the
other Member does not agree,  the position of the Tax Matters Partner shall
be followed if nationally recognized tax counsel acceptable to both Members
issues  an  opinion  that a  reasonable  basis  exists  for such  position.
Reasonable  basis shall be given the meaning ascribed to it for purposes of
applying Code Section 6662.  The costs of the dispute shall be borne by the
Company.

                  (e) The Tax  Matters  Partner  shall not  enter  into any
settlement  agreement with the Internal Revenue Service or any state, local
or  foreign  taxing  authority,  either  before  or after  any audit of the
applicable  return is completed,  with respect to any issue  concerning the
Company's income, gains, losses,  deductions or credits,  unless any of the
following apply:

         (i)      both Members agree to the settlement;

         (ii) the tax effect of the issue if resolved  adversely  would be,
and the tax effect of settling the issue is,  proportionately  the same for
both Members (assuming each otherwise has substantial taxable income);

         (iii) the Tax Matters  Partner  determines  that the settlement of
the issue is fair to both  Members  and the  amount  of the tax  adjustment
attributable to such issue  (assuming the then current  Aggregate Tax Rate)
would be less than $2 million; or

         (iv) nationally  recognized tax counsel acceptable to both Members
determines  that the settlement is fair to both Members and is one it would
recommend  to the Company if both 


                                                                      43

Members  were  owned by the same  person and each had  substantial  taxable
income.

In all events,  the costs incurred by the Tax Matters Partner in performing
its duties  hereunder  shall be borne by the Company in accordance with the
Shared Services Agreement.

                  (f) The Tax Matters  Partner may  request  extensions  to
file any tax return or statement  without the written consent of, but shall
so inform, the other Member.

                  SECTION 6.09.  Survival of Provisions.  The provisions of
this Agreement  regarding the Company's tax returns and Tax Matters Partner
shall  survive  the  termination  of the  Company  and the  transfer of any
Member's  interest in the Company and shall remain in effect for the period
of time  necessary  to resolve any and all matters  regarding  the federal,
state,  local and  foreign  taxation  of the  Company  and items of Company
income, gain, loss, deduction and credit.

                  SECTION 6.10.  Section 754 Election.  In the event that a
Member  purchases the Membership  Interests of a Selling Member pursuant to
Section 10.04, the purchasing Member shall have the right to direct the Tax
Matters  Partner to make an election  under  Section  754 of the Code.  The
purchasing Member shall pay all costs incurred by the Company in connection
with such  election,  including  any costs borne by the Company to maintain
records required as a result of such election.  The purchasing  Member,  at
its option and  expense,  may maintain on behalf of the Company any records
required as a result of such election.

                  SECTION  6.11.  Qualified  Income  Offset,  Minimum  Gain
Chargeback.  Notwithstanding  anything to the  contrary in this  Agreement,
there is hereby  incorporated  a qualified  income offset  provision  which
complies with Treasury Regulation Section  1.704-1(b)(2)(ii)(d) and minimum
gain chargeback and partner minimum gain chargeback provisions which comply
with the  requirements  of  Treasury  Regulation  Section  1.704-2 and such
provisions shall apply to the allocation of Profits and Losses.



                                                                      44

                  SECTION  6.12.  Tax  Treatment  of  Designated   Sublease
Agreements.  (a) For purposes of Article VI,  Ashland or  Marathon,  as the
case may be,  shall be treated as  transferring  to the  Company all of its
interest in Subleased Property pursuant to an Ashland  Designated  Sublease
Agreement or a Marathon Designated Sublease Agreement,  as if the leasehold
interest in such Subleased  Property was an Ashland  Transferred Asset or a
Marathon Transferred Asset.

                  (b) Payments  under the Original Lease made by Ashland or
Marathon,  as the case may be,  after  the  effective  date of the  Ashland
Designated Sublease Agreement or Marathon Designated Sublease Agreement, as
the  case  may  be,  shall  be  treated  as  made  by  the  Company  or its
subsidiaries,  and then immediately  reimbursed by Ashland or Marathon,  as
the case may be.

                  (c) All items of loss,  deduction and credit attributable
to payments  under the Original  Lease made by Ashland or Marathon,  as the
case may be,  including  payments by the Company or any of its subsidiaries
that are charged to Ashland or Marathon by set-off or other means, shall be
allocated entirely to the Member incurring such payments.

                  (d) Depreciation and amortization deductions,  if any, as
well as any deductions or offsets to taxable  income or gain,  attributable
to property described in the Ashland Designated  Sublease Agreements or the
Marathon  Designated  Sublease  Agreements,  as the case  may be,  shall be
allocated  entirely to Ashland or Marathon,  as the case may be,  except to
the extent such  deductions or offsets are  attributable to amounts paid by
the Company or any of its  subsidiaries  and not  reimbursed  by Ashland or
Marathon, as the case may be, either directly or indirectly.

                  SECTION  6.13.  Tax  Treatment  of  Reimbursed  Liability
Payments. Any tax deduction or loss attributable to payments by the Company
or any  of  its  subsidiaries  of  Assumed  Liabilities,  as  described  in
Schedules  2.3(d)  and  3.3(d)  to  the  Asset  Transfer  and  Contribution
Agreement,  that are reimbursed by a Member either  directly or indirectly,
shall be allocated entirely to such Member.



                                                                      45

                  SECTION 6.14. Tax Treatment of Disproportionate Payments.
Except as otherwise  provided in this Agreement or in any other Transaction
Document,  any Tax deduction or loss  reflected on a Tax return,  report or
other Tax filing by the Company, attributable to (i) payments made or costs
incurred by a Member,  (ii) payments made or costs  incurred by the Company
and  reimbursed or to be reimbursed by a Member and (iii)  payments made or
costs  incurred by the Company  and not shared  among the Members  based on
their  Percentage  Interests,  shall be allocated among the Members to take
into account the amounts paid, incurred, reimbursed or shared by each.


                                ARTICLE VII

                             Books and Records

                  SECTION 7.01. Books and Records;  Examination.  The Board
of  Managers  shall  keep or cause to be kept  such  books of  account  and
records  with  respect  to  the   Company's   business  as  they  may  deem
appropriate. Each Member and its duly authorized representatives shall have
the  right at any time to  examine,  or to  appoint  independent  certified
public  accountants  (the fees of which  shall be paid by such  Member)  to
examine,   the  books,   records  and  accounts  of  the  Company  and  its
subsidiaries,  their  operations and all other matters that such Member may
wish to examine, including,  without limitation, all documentation relating
to actual or proposed  transactions  with either Member or any Affiliate of
either Member. The Company,  and the Board of Managers,  shall not have the
right to keep  confidential from the Members any information that the Board
of Managers  would  otherwise be permitted  to keep  confidential  from the
Members  pursuant to Section  18-305(c) of the Delaware  Act. The Company's
books of account shall be kept using the method of accounting determined by
the Board of  Managers.  The Company  Independent  Auditors  (the  "Company
Independent  Auditors")  shall be an  independent  public  accounting  firm
selected by the Board of Managers  pursuant  to a vote in  accordance  with
Section 8.07(b) or Section 8.07(c),  as applicable,  and shall initially be
Price Waterhouse LLP.


                                                                      46


                  SECTION  7.02.  Financial  Statements  and  Reports.  (a)
Unaudited Monthly Financial  Statements.  (i) The Company shall prepare and
send to each Member (at the same time) promptly, but in no event later than
noon on the  15th  Business  Day  after  the last  day of each  month,  the
following  unaudited  financial  statements with respect to the Company and
its subsidiaries:  a balance sheet, a statement of operations,  a statement
of  cash  flows  and a  statement  of  changes  in  capital  (collectively,
"Unaudited Financial Statements") as at the end of and for such month.

                  (ii) The  Company  shall  prepare and send to each Member
promptly,  but in no event later than noon on the 20th  Business  Day after
the  last  day of  each  month,  an  unaudited  financial  summary  booklet
containing a breakdown of such operating and financial information by major
department or division of the Company and its subsidiaries as at the end of
and for such month as either Member shall reasonably request; provided that
each Member shall be provided with the same information at the same time as
the other Member.

                  (b) Unaudited Quarterly Financial Statements. The Company
shall prepare and send to each Member (at the same time)  promptly,  but in
no event later than the 30th day after the last day of each Fiscal Quarter,
(i)  Unaudited  Financial  Statements  as at the end of and for such Fiscal
Quarter; (ii) a management's discussion and analysis of financial condition
and results of operations  section  prepared in accordance with Rule 303 of
Regulation S-K of the  Securities Act with respect to such Fiscal  Quarter;
and  (iii) an  unaudited  statement  of  changes  in the  Members'  capital
accounts as at the end of and for such Fiscal Quarter.

                  (c) Audited Annual Financial  Statements.  Within 75 days
after the end of each Fiscal Year, the Board of Managers shall cause (i) an
examination  to be made,  at the  expense of the  Company,  by the  Company
Independent Auditors,  covering (A) the assets,  liabilities and capital of
the Company and its  subsidiaries,  and the Company's and its subsidiaries'
operations during such Fiscal Year, (B) an examination of the Distributions
Calculation  Statement  for such  Fiscal  Year,  and (C) all other  matters
customarily  included in such examinations and (ii) to be delivered to 


                                                                      47

each  Member (at the same  time) a copy of the report of such  examination,
stating  that  such  examination  has been  performed  in  accordance  with
generally  accepted  auditing  standards,  together  with (1) the following
financial  statements  with  respect to the  Company  and its  subsidiaries
certified by such  accountants  as having been prepared in accordance  with
GAAP: a balance sheet, a statement of operations, a statement of cash flows
and a statement  of changes in capital as at the end of and for such Fiscal
Year  (collectively,   the  "Audited  Financial   Statements")  and  (2)  a
management's  discussion and analysis of financial condition and results of
operations  section  prepared in accordance with Rule 303 of Regulation S-K
of the  Securities  Act with respect to such Fiscal Year. The Company shall
prepare  the  Audited  Financial  Statements  in such manner and form as is
necessary to enable Ashland to file such Audited Financial  Statements with
the  Commission  in accordance  with Item 3-09 of Regulation  S-X under the
Exchange Act.

                  (d)   Schedule  of   Members'   Capital   Accounts.   (i)
Preliminary Annual Capital Account Schedule.  The Company shall prepare and
send to each Member (at the same time) promptly, but in no event later than
the 75th day after the last day of each Fiscal Year, a schedule showing the
respective Capital Accounts of the Members based on the Company's estimated
taxable income for such Fiscal Year.

                  (ii)  Examination.  Within  15 days  after  the  date the
Company  determines its net taxable income with respect to any Fiscal Year,
but in no event later than 7 months after the end of such Fiscal Year,  the
Board of Managers shall cause (i) an examination to be made, at the expense
of the  Company,  by the Company  Independent  Auditors,  covering  (A) the
determination  of the Company's  taxable income with respect to such Fiscal
Year and (B) the  respective  Capital  Accounts of the Members based on the
Company's  taxable  income for such Fiscal Year and (ii) to be delivered to
each  Member (at the same  time) a copy of the report of such  examination,
stating  that  such  examination  has been  performed  in  accordance  with
generally accepting auditing standards.

                  (iii) Final Annual Capital Account Schedule.  The Company
shall prepare and send to each Member (at the same 

                                                                      48

time) promptly,  but in no event later than the 15th day after the date the
Company  files its federal  income tax return  with  respect to each Fiscal
Year, a schedule  showing the  respective  Capital  Accounts of the Members
based on the Company's actual taxable income for such Fiscal Year.

                  (e)  Other  Financial  Information.   The  Company  shall
prepare  and send to each  Member  (at the same time)  promptly  such other
financial  information  as a  Member  shall  from  time to time  reasonably
request.

                  SECTION 7.03.  Notice of Affiliate  Transactions;  Annual
List.  (a) (i) The  Company  shall  notify  each  Member  of any  Affiliate
Transaction  (other than an  Affiliate  Transaction  that is a  Significant
Shared Service) that the Company or any of its  subsidiaries is considering
entering into or renewing or extending the term thereof  (whether  pursuant
to  contractual  provisions  thereof or  otherwise),  which notice shall be
given, to the extent  reasonably  possible,  sufficiently in advance of the
time that the Company  intends to enter  into,  renew or extend the term of
such  Affiliate  Transaction so as to provide the Members with a reasonable
opportunity  to  examine  the  documentation   related  to  such  Affiliate
Transaction.

                  (ii)  The  Company   shall  notify  each  Member  of  any
Affiliate Transaction that is a Significant Shared Service that the Company
or any of its  subsidiaries  is  considering  entering  into or renewing or
extending  the term thereof  (whether  pursuant to  contractual  provisions
thereof  or  otherwise),  which  notice  shall  be  given,  to  the  extent
reasonably  possible,  sufficiently in advance of the time that the Company
intends  to  enter  into,  renew  or  extend  the  term of  such  Affiliate
Transaction  so as to provide the Members with a reasonable  opportunity to
examine the documentation related to such Affiliate Transaction.

                  (b) Within 60 days after the end of each Fiscal Year, the
Company shall prepare and  distribute to each Member a list setting forth a
description  of each Affiliate  Transaction  entered into by the Company or
any of its subsidiaries  during such Fiscal Year and identifying all of the
parties  to  such  Affiliate  Transactions;  provided  that  if two or more
Affiliate   Transactions   either  (i)   constitute  a  


                                                                      49

series of related  transactions or agreements or (ii) are substantially the
same type of  transaction  or  agreement,  the Company need not  separately
describe  each such  Affiliate  Transaction  but instead can describe  such
related or similar Affiliated Transactions as a group.


                                ARTICLE VIII

                         Management of the Company

                  SECTION 8.01. Managing Members.  The business and affairs
of the  Company  shall be  managed  by the  Members  acting  through  their
respective  representatives  on the Board of Managers  ("Representatives").
The President  and the  Representatives  shall be deemed  "managers" of the
Company within the meaning of the Delaware Act.  Except for such matters as
may be  delegated  to a Member  from time to time by the Board of  Managers
pursuant to a vote in accordance with Section  8.07(b),  and subject to the
provisions of Sections 6.07 and 6.08, no Member shall act  unilaterally  on
behalf of the Company or any of its  subsidiaries  without the  approval of
the other  Member and no Member shall have the power  unilaterally  to bind
the Company or any of its subsidiaries.

                  SECTION  8.02.  Board of Managers.  (a) The Members shall
exercise their management authority through a board of managers (the "Board
of Managers") consisting of (i) the President of the Company, who shall not
be deemed a Representative  hereunder and who shall not be entitled to vote
on  any  matter  coming  before  the  Board  of  Managers,  and  (ii)  five
Representatives,  each of whom  shall be  entitled  to vote,  three of whom
shall be  designated  by Marathon  and two of whom shall be  designated  by
Ashland. In the event of a Transfer by a Member of its Membership Interests
pursuant to Article X,  effective  at the time of such  Transfer,  (i) such
Member's  Representatives  shall automatically be removed from the Board of
Managers and (ii) the  transferee  of such  Membership  Interests  shall be
permitted  to  designate  the  number  of  Representatives  to the Board of
Managers as is equal to the number previously  designated by the transferor
of such Membership  Interests.  Such  transferee  shall promptly notify the
other  Member  as to the  names  of the  


                                                                      50

persons who such  transferee has designated as its  Representatives  on the
Board of Managers.

                  (b) Each Representative may be removed and replaced, with
or without cause,  at any time by the Member  designating  him or her, but,
except as  provided in Section  8.02(a),  may not be removed or replaced by
any other  means.  A Member who removes one or more of its  Representatives
from the Board of Managers shall promptly notify the other Member as to the
names of its replacement Representatives.

                  SECTION  8.03.  Responsibility  of the Board of Managers.
The Board of Managers shall be responsible for overseeing the operations of
the Company and shall,  in particular,  have sole  jurisdiction  to approve
each of the following matters:

                  (i) hiring senior  executives of the Company,  evaluating
         their performance and planning for their succession;

                  (ii) reviewing and approving Company strategies, Business
         Plans and Annual Capital Budgets;

                  (iii)  reviewing  and  approving   significant   external
         business  opportunities for the Company,  including  acquisitions,
         mergers and divestitures;

                  (iv) reviewing and approving policies of the Company that
         maintain high standards in areas of environmental  responsibility,
         employee safety and health,  community,  government,  employee and
         customer relations;

                  (v) reviewing external and internal audits and management
         responses thereto; and

                  (vi) establishing  compensation and benefits policies for
         employees of the Company.

                  SECTION  8.04.  Meetings.  (a)  Except  as set  forth  in
Section  8.04(h),  all actions of the Board of  Managers  


                                                                      51

shall be taken at meetings of the Board of Managers in accordance with this
Section 8.04.

                  (b) As soon as practicable  after the  appointment of the
Representatives,  the  Board of  Managers  shall  meet for the  purpose  of
organization and the transaction of other business.

                  (c) Regular  meetings  of the Board of Managers  shall be
held at such  times  as the  Board  of  Managers  shall  from  time to time
determine,  but no less frequently than once each Fiscal Quarter;  provided
that an annual meeting of the Board of Managers (which annual meeting shall
count as one of the regular quarterly meetings) shall be held no later than
June 30 of each Fiscal Year.

                  (d) Special  meetings  of the Board of Managers  shall be
held whenever called by any Member.  Any and all business may be transacted
at a special  meeting that may be  transacted  at a regular  meeting of the
Board of Managers.

                  (e) The Board of Managers  may hold its  meetings at such
place  or  places  as the  Board  of  Managers  may  from  time  to time by
resolution determine or as shall be designated in the respective notices or
waivers of notice  thereof;  however,  the Board of Managers shall consider
holding  meetings  from  time to time  at  each of the  Member's  corporate
headquarters and at the operational sites of the Company.

                  (f) Notices of regular  meetings of the Board of Managers
or of any adjourned meeting shall be given at least two weeks prior to such
meeting,  unless  otherwise  agreed  by each  Member.  Notices  of  special
meetings of the Board of Managers  shall be mailed by the  Secretary  or an
Assistant  Secretary  to each member of the Board of Managers  addressed to
him or her at his or her residence or usual place of business,  so as to be
received at least two Business Days before the day on which such meeting is
to be held, or shall be sent to him or her by telegraph,  cable,  facsimile
or other form of recorded  communication  or be  delivered  personally,  by
overnight  courier or by  telephone so as to be received not later than two
Business  Days  before  the day on which such  meeting is to be held.  Such
notice shall include 


                                                                      52

the  purpose,  time and  place  of such  meeting  and  shall  set  forth in
reasonable  detail the matters to be considered  at such meeting.  However,
notice of any such  meeting need not be given to any member of the Board of
Managers if such notice is waived by him or her in writing or by telegraph,
cable, facsimile or other form of recorded communication, whether before or
after such meeting  shall be held, or if he or she shall be present at such
meeting.

                  (g) Action by Communication Equipment. The members of the
Board of Managers may  participate in a meeting of the Board of Managers by
means  of  video  or  telephonic  conferencing  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.

                  (h)  Unanimous  Action by  Written  Consent.  Any  action
required or  permitted  to be taken at any meeting of the Board of Managers
may be taken without a meeting if all the  Representatives  consent thereto
in writing and such writing is filed with the minutes of the proceedings of
the Board of Managers.

                  (i) Organization. Meetings of the Board of Managers shall
be presided over by a chair,  who will be a member of the Board of Managers
selected  by a majority  of the Board of  Managers.  The  Secretary  of the
Company or, in the case of his or her  absence,  any person whom the person
presiding  over the meeting shall  appoint,  shall act as secretary of such
meeting and keep the minutes thereof.

                  SECTION 8.05. Compensation.  Unless the Members otherwise
agree, no person shall be entitled to any compensation  from the Company in
connection with his or her services as a Representative.

                  SECTION  8.06.  Quorum.  (a)  Quorum  for Super  Majority
Decisions. Subject to Section 14.01(e) of the Put/Call, Registration Rights
and  Standstill  Agreement  and  Sections  14.01 and 14.05 and Section 5 of
Schedule  8.14,  at all  meetings  of the  Board of  Managers,  the  quorum
required for the  transaction  of any  business  that  constitutes  a Super
Majority  Decision shall be the presence,  either in person or 


                                                                      53

by proxy,  of (i) at least one  Representative  of each  Member  and (ii) a
majority of all the  Representatives  on the Board of  Managers  (which may
include the Representatives referred to in the preceding clause (i)).

                  (b) Quorum for Other Decisions. Subject to Sections 14.01
and 14.05 and Section 5 of Schedule  8.14,  at all meetings of the Board of
Managers, the quorum required for the transaction of any business that does
not  constitute a Super  Majority  Decision shall be (i) in the case of all
matters  that were  described in the notice in  reasonable  detail for such
meeting  delivered  to the  members of the Board of  Managers  pursuant  to
Section 8.04(f), the presence,  either in person or by proxy, of a majority
of all the Representatives on the Board of Managers and (ii) in the case of
all matters that were not described in the notice in reasonable  detail for
such meeting  delivered to the members of the Board of Managers pursuant to
Section  8.04(f),  the  presence,  either in person or by proxy,  of (A) at
least one  Representative  of each  Member  and (B) a  majority  of all the
Representatives   on  the  Board  of   Managers   (which  may  include  the
Representatives referred to in the preceding clause (A)).

                  (c)  Rescheduled  Meetings.  The  Company  shall  use its
reasonable  best  efforts to schedule the time and place of each meeting of
the Board of Managers so as to ensure that a quorum will be present at each
such  meeting and that at least one  Representative  of each Member will be
present  at each  such  meeting.  In the  absence  of a quorum  at any such
meeting or any  adjournment or adjournments  thereof,  a majority in voting
interest  of those  present  in  person or by proxy  and  entitled  to vote
thereat  may   reschedule   such  meeting  from  time  to  time  until  the
Representatives  requisite for a quorum, as aforesaid, be present in person
or by proxy. At any such rescheduled  meeting at which a quorum is present,
any  business  may be  transacted  that might have been  transacted  at the
meeting as originally called.

                  SECTION 8.07.  Voting. (a) General.  Each  Representative
shall be entitled to cast one vote on all matters  coming  before the Board
of Managers.  In exercising  their voting rights under this Agreement,  the
Representatives may act by proxy. 


                                                                      54

                  (b) Super Majority Decisions. Subject to Section 14.01(e)
of the Put/Call,  Registration Rights and Standstill Agreement and Sections
14.01  and  14.05  and  Section 5 of  Schedule  8.14,  all  Super  Majority
Decisions  to be decided by the Board of Managers  shall be approved by the
unanimous affirmative vote of the votes cast by the Representatives who are
present,  either in person or by proxy,  at a duly  called  meeting  of the
Board of Managers at which a quorum is present. The parties acknowledge and
agree that all references in this Agreement, any other Transaction Document
and  any  appendices,  exhibits  or  schedules  hereto  or  thereto  to any
determination,  decision,  approval or other form of  authorization  by the
Board of Managers  pursuant to a vote in  accordance  with Section  8.07(b)
shall be  deemed to mean that such  determination,  decision,  approval  or
other form of  authorization  shall  constitute a Super  Majority  Decision
which  requires  the approval of the Board of Managers in  accordance  with
this Section 8.07(b).

                  (c) Other Decisions.  Subject to Sections 14.01 and 14.05
and  Section 5 of Schedule  8.14,  all  matters  other than Super  Majority
Decisions  to be decided by the Board of Managers  shall be approved by the
affirmative vote of a majority of the votes cast by the Representatives who
are present,  either in person or by proxy, at a duly called meeting of the
Board of  Managers  at  which a quorum  is  present,  unless  the vote of a
greater  number of  Representatives  is required by Applicable  Law or this
Agreement.

                  SECTION  8.08.   Matters   Constituting   Super  Majority
Decisions.  Subject  to the  provisions  of  Section  8.07(b),  each of the
following  matters,  and only the  following  matters,  shall  constitute a
"Super  Majority  Decision"  which  requires  the  approval of the Board of
Managers pursuant to Section 8.07(b):

                  (a) (i) the purchase or  investment by the Company or any
                  of its subsidiaries of or in any assets or securities, or
                  any group of assets or securities, that have an aggregate
                  purchase  price or cost of more than $20 million,  if the
                  purpose or effect of such  purchase or  investment  is to
                  enable the 


                                                                      55

                  Company to enter into a line of  business  other than (A)
                  the  Company's  Business as such Business is conducted on
                  the Closing  Date or (B) any other line of business  that
                  is  approved  after  the  Closing  Date by the  Board  of
                  Managers as a Super Majority  Decision under this Section
                  8.08(a)(i)  pursuant to a vote in accordance with Section
                  8.07(b), provided that any such purchase or investment by
                  the Company or any of its subsidiaries  shall not require
                  a Super Majority  Decision under this Section  8.08(a) if
                  and to the extent such  purchase or  investment  is being
                  made to enable  the  Company to enter into the Bulk Motor
                  Oil  Business,  the  Packaged  Motor  Oil  Business,  the
                  Private  Label  Packaged  Motor Oil  Business  and/or the
                  Quick Lube  Business and, at the time of such purchase or
                  investment,  (1) the  Company  and its  subsidiaries  are
                  permitted  to  engage  in  such  business  under  Section
                  14.03(b)  of  the  Put/Call,   Registration   Rights  and
                  Standstill  Agreement and (2) Ashland and its  Affiliates
                  shall own  (beneficially or otherwise) 20% or more of the
                  Valvoline  Business (it being  understood and agreed that
                  this proviso  shall not limit or  constitute an exception
                  to any other provision of Section 8.08); and

                  (ii)  the  determination  of  whether  any  new  line  of
                  business  approved  by the Board of  Managers  as a Super
                  Majority   Decision  under  Section   8.08(a)(i)   should
                  constitute  a  "Competitive  Business"  for  purposes  of
                  Section  14.01 of the Put/Call,  Registration  Rights and
                  Standstill Agreement;

                  (b) any reorganization,  merger, consolidation or similar
         transaction between the Company or any of its subsidiaries and any
         person (other than a direct or indirect Wholly Owned Subsidiary of
         the Company) or any sale or lease of all or  substantially  all of
         the  Company's  or any of its  subsidiaries'  assets to any person
         (other than a direct or indirect  Wholly Owned  Subsidiary  of the
         Company);

                                                                      56

                  (c) the admission of a new Member (other than as a result
         of  a  Transfer  of  an  existing  Member's  Membership  Interests
         pursuant  to  Article  X)  or  the  issuance  of  any   additional
         Membership  Interests  or other  equity  interests  to any person,
         including any existing Member;

                  (d) except as  expressly  provided in  Sections  4.01(c),
         4.02(a)  and  4.02(b),   the  acceptance  or  requirement  of  any
         additional capital contributions to the Company by either Member;

                  (e) the initial  hiring of the following  officers of the
         Company: the President; the Executive Vice President; the officers
         principally in charge of (i) refining,  (ii) wholesale and branded
         marketing, (iii) retail marketing (two initially), (iv) supply and
         transportation  and (v) environmental  health and safety and human
         resources;   the  Senior  Vice  President-Finance  and  Commercial
         Services of the Company; and the general counsel of the Company;

                  (f) (i) the approval of Acquisition Expenditures, Capital
                  Expenditures  and  other  expenditures  included  in  the
                  Annual Capital Budget for any Fiscal Year (other than (A)
                  Ordinary Course Lease Expenses, (B) up to $100 million in
                  the aggregate for all periods in Capital  Expenditures of
                  the Company and its subsidiaries directly associated with
                  the   Garyville    Propylene    Upgrade   Project,    (C)
                  Member-Funded       Capital       Expenditures,       (D)
                  Member-Indemnified    Expenditures    and   (E)   Capital
                  Expenditures of the Company and its subsidiaries directly
                  associated with Permitted  Catlettsburg  Capital Projects
                  that  are  funded  with  Permitted  Catlettsburg  Capital
                  Project  Indebtedness)  that  exceed  the  Normal  Annual
                  Capital Budget Amount for such Fiscal Year; and

                  (ii) the incurrence of rentals or operating  leases which
                  result in aggregate Ordinary Course Lease Expenses (other
                  than Ordinary  Course Lease  Expenses  incurred under the
                  Bareboat  Charters)  for any Fiscal  Year that exceed $80
                  million;  provided,  however, in the event the Company or
                  one of its  


                                                                      57

                  subsidiaries  shall make any  acquisition or divestiture,
                  the Members  shall  negotiate in good faith to adjust the
                  dollar  amount set forth in this Section  8.08(f)(ii)  to
                  take  into  account  the  effect of such  acquisition  or
                  divestiture;

                  (g) (i) except  for any  acquisition  or capital  project
                  related  to the Bulk  Motor Oil  Business,  the  Packaged
                  Motor Oil Business,  the Private Label Motor Oil Business
                  and/or  the  Quick  Lube   Business,   any   acquisition,
                  divestiture or individual capital project (other than (i)
                  Ordinary Course Lease  Expenses,  (ii) up to $100 million
                  in the aggregate for all periods in Capital  Expenditures
                  of the Company and its subsidiaries  directly  associated
                  with  the  Garyville  Propylene  Upgrade  Project,  (iii)
                  Member-Funded  Capital  Expenditures,  (iv) Member-Funded
                  Indemnified  Expenditures and (v) Capital Expenditures of
                  the Company and its subsidiaries directly associated with
                  Permitted  Catlettsburg  Capital Projects that are funded
                  with Permitted Catlettsburg Capital Project Indebtedness)
                  where the  liability  or  consideration  involved is more
                  than $50 million in the aggregate  (including  contingent
                  liabilities  only to the extent  required to be reflected
                  on the balance  sheet of the Company in  accordance  with
                  Financial  Accounting Standard Number 5 (or any successor
                  or superseding provision of Current GAAP));

                           (ii)  any  acquisitions  or  individual  capital
                  projects  related  to the Bulk  Motor Oil  Business,  the
                  Packaged Motor Oil Business,  the Private Label Motor Oil
                  Business and/or the Quick Lube Business during any Fiscal
                  Year where the  liability  or  consideration  involved is
                  more than $50  million in the  aggregate  in such  Fiscal
                  Year (including contingent liabilities only to the extent
                  required  to be  reflected  on the  balance  sheet of the
                  Company in accordance with Financial  Accounting Standard
                  Number 5 (or any  successor or  superseding  provision of
                  Current  GAAP));  provided  that  nothing in this Section
                  8.08(g)(ii)  shall be deemed or interpreted to permit the
                  Company  or any of its  


                                                                      58

                  subsidiaries to engage in any of such  businesses  except
                  as and to the extent  expressly  permitted  under Section
                  14.03 of the Put/Call, Registration Rights and Standstill
                  Agreement;

                           (iii) for the  avoidance of doubt,  acquisitions
                  or individual  capital  projects  related to the Maralube
                  Express  Business  shall be subject to clause (i) of this
                  Section  8.08(g)  and not  clause  (ii)  of this  Section
                  8.08(g);

                  (h) the  initiation or  settlement  of any action,  suit,
         claim or  proceeding  involving  (i) an  amount  in  excess of $50
         million (with respect to  initiation) or $25 million (with respect
         to  settlement),  (ii) material  non-monetary  relief  (including,
         without  limitation,  entering into any consent decree that has or
         could reasonably be expected to (A) impose any material obligation
         on Ashland or any of its  Affiliates  or the Company or any of its
         subsidiaries  or  (B)  have  a  material  adverse  effect  on  the
         business, operations, assets, liabilities,  results of operations,
         cash flows,  condition  (financial  or  otherwise) or prospects of
         Ashland  or any of its  Affiliates  or the  Company  or any of its
         subsidiaries)  or  (iii)  the  initiation  or  settlement  of  any
         criminal  action,   suit,  claim  or  proceeding   (other  than  a
         misdemeanor)  if such criminal  action,  suit or proceeding has or
         could reasonably be expected to (A) impose any material obligation
         on Ashland or any of its Affiliates or (B) have a material adverse
         effect on the business, operations,  assets, liabilities,  results
         of operations,  cash flows,  condition (financial or otherwise) or
         prospects of Ashland or any of its Affiliates;

                  (i) any change in the Company Independent Auditors unless
         the new  firm is one of the "Big  Six"  accounting  firms  (or any
         successor  thereto) or a firm of  comparable  stature in Ashland's
         opinion;

                  (j)   any   modification,    alteration,   amendment   or
         termination of this Agreement or any other Transaction Document to
         which the Company or any of its subsidiaries is a party;


                                                                      59

                  (k) (i) in the case of any Affiliate  Transaction that is
         not a Crude  Oil  Purchase,  a  Significant  Shared  Service  or a
         Designated  Sublease  Agreement,  (A)  any  Affiliate  Transaction
         (other  than  the  Affiliate   Transactions   listed  on  Schedule
         8.08(k)(i)(A)  (the "Closing Date Affiliate  Transactions")),  (B)
         any material  amendment to or change in the terms or provisions of
         any Affiliate Transaction that was either a Closing Date Affiliate
         Transaction  or  previously  approved  by the  Board  of  Managers
         pursuant  to Section  8.08(k)(i)(A)  (it being  understood  that a
         renewal  or  extension  of the  term of an  Affiliate  Transaction
         pursuant to contractual  provisions that were previously  approved
         by the Board of Managers  pursuant to this Section  8.08(k)(i)  or
         that were included in a Closing Date Affiliate  Transaction on the
         Closing Date shall be deemed for purposes of this Agreement not to
         constitute a new Affiliate  Transaction or a material amendment to
         or change in an  Affiliate  Transaction)  or (C) any  amendment or
         change in the terms or provisions of any agreement or  transaction
         between the Company or any of its  subsidiaries  and any Member or
         any  Affiliate  of any  Member  which  causes  such  agreement  or
         transaction to become an Affiliate Transaction;

                  (ii) in the case of Crude Oil Purchases,  the approval of
         such Crude Oil Purchases in accordance with Section 8.12(a);

                  (iii) in the case of any Significant Shared Service,  (A)
         any agreement or  transaction  constituting  a Significant  Shared
         Service  (other  than the  specific  Significant  Shared  Services
         identified and described in Schedule 10.2(e) to the Asset Transfer
         and  Contribution  Agreement),  (B) any  material  amendment to or
         change in the  terms  and  provisions  of any  Significant  Shared
         Service  identified and described in Schedule 10.2(e) to the Asset
         Transfer and Contribution  Agreement or thereafter approved by the
         Board of Managers in  accordance  with this Section  8.08(k)(iii),
         (C)  subject to the  provisions  of Section  8.11(b) and except as
         expressly provided in Section 8.12(b),  any cancelation or failure
         by the Company or any of its subsidiaries to



                                                                      60

         renew any  Significant  Shared Service  provided by Ashland or any
         Affiliate of Ashland to the Company or any of its  subsidiaries or
         provided by the Company or any of its  subsidiaries  to Ashland or
         any Affiliate of Ashland and (D) the periodic  review and approval
         of Significant Shared Services in accordance with Section 8.12(b);
         and

                  (iv) any material  amendment to or change in the terms or
         provisions of,  cancelation,  termination or failure to renew, any
         Designated  Sublease  Agreement  or any election by the Company to
         refuse or reject the contribution of any Subleased Property to the
         Company or any of its subsidiaries;

                  (l)  the  commencement  of a  voluntary  case  under  any
         applicable  bankruptcy,  insolvency  or other  similar  law now or
         hereafter  in effect,  or the consent to the entry of an order for
         relief in an  involuntary  case under any such law, or the consent
         to the  appointment  of or the taking  possession  by a  receiver,
         liquidator,  assignee,  custodian,  trustee  or  sequestrator  (or
         similar official) of the Company or any of its subsidiaries or for
         any substantial part of the Company's or any of its  subsidiaries'
         property,  or the making of any general assignment for the benefit
         of creditors;

                  (m) (i) the modification,  alteration or amendment of the
         amount,   timing,   frequency   or   method  of   calculation   of
         distributions  to the Members  from that  provided in Article V or
         (ii) an adjustment to the amount of Distributable Cash pursuant to
         clause (g) of the  definition of  "Distributable  Cash" in Section
         1.01;

                  (n) (i) the modification,  alteration or amendment of the
         Company Leverage Policy,  or (ii) the approval of any matter which
         the  Company  Leverage  Policy  provides  is to be approved by the
         Board of Managers as a Super Majority Decision;

                  (o) (i) the approval of any  distribution  by the Company
         to the  Members of any assets in kind,  (ii) the  approval  of any
         distribution by the Company to the Members of cash and property in
         kind on a non-pro rata 


                                                                      61

         basis,  and (iii) the  determination of the value assigned to such
         assets in kind;

                  (p) each Critical Decision or material  amendment thereto
         made on or prior to the  Critical  Decision  Termination  Date for
         such Critical Decision; and

                  (q)  the   delegation   to  a  Member  of  the  power  to
         unilaterally  bind the  Company  or any of its  subsidiaries  with
         respect to any matter.

                  SECTION 8.09.  Annual Capital Budget.  (a) In Fiscal Year
1999 and in each  Fiscal Year  thereafter,  the  Executive  Officers of the
Company shall timely prepare or cause to be prepared a draft capital budget
(the "Annual Capital  Budget") for such Fiscal Year,  which shall set forth
in  reasonable  line item  detail the  proposed  Acquisition  Expenditures,
Capital  Expenditures  and the Ordinary  Course Lease  Expenditures  of the
Company and its subsidiaries  for such Fiscal Year,  including all Ordinary
Course Lease  Expenditures and all Capital  Expenditures of the Company and
its subsidiaries  directly  associated with the Garyville Propylene Upgrade
Project.  In addition,  to the extent that  information  can  reasonably be
obtained on the nature of assets  rented or financed by  operating  leases,
such  information  shall be presented along with the Annual Capital Budget.
Copies of the Annual  Capital  Budget  shall be provided to each Member (at
the same time) and to the Board of Managers.  No later than  November 15 of
each Fiscal Year,  the  Executive  Officers  shall  present to the Board of
Managers the Annual  Capital  Budget for their  review,  consideration  and
approval,  with such additions,  deletions and changes thereto as the Board
of Managers shall deem necessary.

                  (b) If the Board of  Managers  shall  fail to  approve an
Annual Capital Budget for any Fiscal Year, the total expenditures  provided
for in the Annual Capital Budget for such Fiscal Year shall be in an amount
equal to the Normal Annual Capital Budget Amount for such Fiscal Year.

                  (c) No later than July 15 of each Fiscal Year,  the Board
of Managers shall review the Annual Capital Budget for such Fiscal Year and
shall make such  additions,  deletions and changes  thereto as the Board of
Managers shall deem necessary.


                                                                      62


                  SECTION 8.10.  Business  Plan. In Fiscal Year 1999 and in
each Fiscal Year  thereafter,  the Executive  Officers of the Company shall
timely prepare or cause to be prepared a draft business plan (the "Business
Plan") for the next three Fiscal  Years.  Copies of the Business Plan shall
be provided to each Member (at the same time) and to the Board of Managers.
No later than November 15 of each Fiscal Year, the Executive Officers shall
present  to the Board of  Managers  the  Business  Plan for  their  review,
consideration  and  approval,  with such  additions,  deletions and changes
thereto as the Board of Managers shall deem necessary.

                  SECTION 8.11.  Requirements as to Affiliate Transactions.
(a) The Company and its subsidiaries  shall only be permitted to enter into
or renew or  extend  the term  thereof  (whether  pursuant  to  contractual
provisions  thereof or  otherwise)  an  agreement or a  transaction  with a
Member or an  Affiliate  of a Member  (which,  solely for  purposes of this
Section  8.11,  shall be deemed to include  any entity more than 10% of the
voting  stock or other  ownership  interests  of, or economic  interest in,
which  is  owned  by a  Member  (other  than  the  Company  or  any  of its
subsidiaries))  on the same  terms or on  terms  no less  favorable  to the
Company or such  subsidiary than could be obtained from a third party on an
arm's-length basis (an "Arm's-Length Transaction").

                  (b)  (i) If (A)  the  Company  or any  subsidiary  of the
Company enters into, renews or extends the term of (pursuant to contractual
provisions  thereof that were previously  approved by the Board of Managers
or otherwise) or materially  amends or changes the terms or provisions  of,
any agreement or transaction between the Company or any of its subsidiaries
and any Member or any Affiliate of any Member (a "Section 8.11(b) Affiliate
Transaction")  or  proposes to do any of the  foregoing  and (ii) not later
than 90 days  after  receiving  written  notice  thereof  from the  Company
pursuant to Section 7.03 or otherwise  (which notice describes the material
terms and conditions of such transaction in reasonable detail),  the Member
that is not (or whose  Affiliate  is not) a party to such  Section  8.11(b)
Affiliate Transaction (the  "Non-Contracting  Member") 


                                                                      63

notifies the Company and the Member that is (or whose Affiliate is) a party
to such Section 8.11(b) Affiliate Transaction (the "Contracting Member") in
writing that the Non-Contracting  Member believes in good faith that either
such Affiliate  Transaction is not an Arm's-Length  Transaction or that the
quality of the service being provided or to be provided by the  Contracting
Member is inferior to that which the  Company  and its  subsidiaries  could
otherwise obtain on comparable terms and conditions, then the Company shall
promptly  (and,  in any event within 30 days)  provide the  Non-Contracting
Member  with a  reasonably  detailed  explanation  of  the  basis  for  the
Company's  determination  that  such new,  renewed  or  extended  Affiliate
Transaction  is an  Arm's-Length  Transaction or the quality of the service
being provided or to be provided to the Company and its subsidiaries is not
inferior.

                  (ii)  If  following   receipt  of  such   evidence,   the
Non-Contracting  Member is not  reasonably  satisfied  that such  Affiliate
Transaction  is an  Arm's-Length  Transaction or the quality of the service
being provided or to be provided to the Company and its subsidiaries is not
inferior,  then, at the written request of the Non-Contracting Member (such
written  request  being an "Affiliate  Transaction  Dispute  Notice"),  the
Company shall (A) modify the terms of such Affiliate Transaction so that it
becomes  an  Arm's-Length  Transaction,  (B) if the  Company  had given the
Members  written notice pursuant to Section 7.03(a) prior to entering into,
renewing or extending such Affiliate Transaction,  not enter into, renew or
extend  such  Affiliate  Transaction  or (C) if the  Company  had given the
Members  written notice pursuant to Section 7.03(a) prior to entering into,
renewing or extending  such  Affiliate  Transaction,  enter into,  renew or
extend  such  Affiliate  Transaction  in which event the  determination  of
whether such Affiliate  Transaction is an Arm's Length  Transaction  and/or
whether the quality of the service being  provided is inferior  shall be in
accordance with the Dispute Resolution Procedures set forth in Article XIII
or (D) if the  Company  shall not have  given the  Members  written  notice
pursuant to Section  7.03(a) prior to entering into,  renewing or extending
such Affiliate Transaction,  commence the dispute resolution procedures set
forth in Article XIII.



                                                                      64

                  (iii) For  purposes of Article  XIII,  a  Non-Contracting
Member's delivery of an Affiliate Transaction Dispute Notice to the Company
shall constitute  delivery of a Dispute Notice thereunder,  and the Company
shall be  required  to deliver a  Response  to the  Non-Contracting  Member
within 30 days  thereafter.  If it is finally  determined  pursuant to such
Dispute  Resolution  Procedures  that  such  Affiliate  Transaction  is  an
Arm's-Length  Transaction  and,  if  disputed,  that the quality of service
being so provided is not  inferior,  then the Company shall be permitted to
enter into,  renew or extend such Affiliate  Transaction.  If it is finally
determined  pursuant  to  such  Dispute  Resolution  Procedures  that  such
Affiliate  Transaction  is not an  Arm's-Length  Transaction  or  that  the
quality of service  being so provided is inferior,  then the Company  shall
either modify the terms of such Affiliate Transaction so that it becomes an
Arm's-Length  Transaction  and,  if  disputed,  with an  adequate  level of
quality  of  service  or not enter  into,  renew or extend  such  Affiliate
Transaction.  In the event that such Affiliate Transaction has already been
entered into, renewed or extended, then (A) the Company and the Contracting
Member  shall  make  such  modifications  to the  terms  of such  Affiliate
Transaction as are necessary so that such Affiliate  Transaction becomes an
Arm's-Length  Transaction  and,  if  disputed,  with an  adequate  level of
quality of service and (B) the Contracting  Member shall pay the Company an
amount  equal to the  difference  between  (I) the  costs  incurred  by the
Company under such  Affiliate  Transaction  since the time of such entering
into,  renewal or extension  and (II) the costs that the Company would have
incurred under such Affiliate  Transaction during such time period had such
Affiliate  Transaction  been an Arm's-Length  Transaction and, if disputed,
with an  adequate  level of quality of service at the time of such  initial
agreement, renewal or extension.

                  SECTION 8.12.  Review of Certain  Affiliate  Transactions
Related to Crude Oil Purchases and Shared Services.

                  (a)  (i) Not  less  than 30  days  prior  to the  regular
         meeting of the Board of Managers  during the fourth Fiscal Quarter
         of each  Fiscal  Year (or,  if no regular  meeting of the Board of
         Managers is  scheduled  during 


                                                                      65

         such Fiscal Quarter, at a special meeting of the Board of Managers
         during such Fiscal Quarter), the Company shall submit to the Board
         of Managers a  reasonably  detailed  description  of any  proposed
         transactions  or agreements  related to crude oil purchases by the
         Company and its  subsidiaries  from  Marathon or any  Affiliate of
         Marathon  that are  intended to remain in effect or to be put into
         effect during such next Fiscal Year  (collectively,  the "Marathon
         Crude Oil  Purchase  Program").  Following  such  submission,  the
         Company  shall  provide the Board of Managers  promptly  with such
         information  with  respect  to such  Marathon  Crude Oil  Purchase
         Program and the Company's  other  proposed crude oil purchases and
         policies  for such next  Fiscal Year as any  Representative  shall
         reasonably request. At each such regular or special meeting during
         the  fourth  Fiscal  Quarter  of each  Fiscal  Year,  the Board of
         Managers  shall review such Marathon  Crude Oil Purchase  Program.
         During such next  Fiscal  Year,  the Company and its  subsidiaries
         shall be  permitted  to  purchase  crude oil from  Marathon or any
         Affiliate  of  Marathon  only on the terms and  conditions  of the
         proposed  transactions and agreements submitted to and approved by
         the Board of Managers at such regular or special meeting  pursuant
         to a vote  in  accordance  with  Section  8.07(b)  (the  "Approved
         Marathon Crude Oil Purchase  Program").  Any purchase (or group of
         related  purchases)  of  crude  oil by the  Company  or any of its
         subsidiaries  from  Marathon or any  Affiliate of Marathon  during
         such Fiscal Year that is an Affiliate  Transaction for purposes of
         Section  8.08(k) and is not made under or in  accordance  with the
         Approved  Marathon  Crude Oil  Purchase  Program and any  material
         amendment to or change in the Approved Marathon Crude Oil Purchase
         Program  during such Fiscal Year shall be made only with the prior
         approval of the Board of Managers pursuant to a vote in accordance
         with Section 8.07(b).

                  (ii) The  Company  shall  prepare and send to each Member
         (at the same time)  promptly,  but in no event later than the 30th
         day after the last day of each  Fiscal  Quarter,  (A) a summary of
         all  Crude  Oil  Purchases  during  such  Fiscal  Quarter,  (B)  a
         description of any  amendments  to, changes in or deviations  from
         the 


                                                                      66

         Approved Marathon Crude Oil Purchase Program in effect during such
         Fiscal  Quarter,  (C) a  description  of any then  known  proposed
         amendments to, changes in or deviations from the Approved Marathon
         Crude Oil Purchase Program in effect during the remaining  balance
         of the Fiscal Year and (D) such other  information with respect to
         purchases  of crude oil by the  Company  and its  subsidiaries  as
         either Member shall reasonably request.

                  (b)(i) All administrative services that Marathon, Ashland
         and each of their respective  Affiliates provide to the Company or
         any of its subsidiaries, and that the Company and its subsidiaries
         provide  to   Marathon,   Ashland  or  any  of  their   respective
         Affiliates, shall be pursuant to the Shared Services Agreement. To
         the extent that there is a conflict  between  the Shared  Services
         Agreement,  Schedule  10.2(e) to the Marathon  Asset  Transfer and
         Contribution  Agreement  Disclosure  Letter or Schedule 10.2(e) to
         the Ashland Asset Transfer and Contribution  Agreement  Disclosure
         Letter,  on the one hand, and this  Agreement,  on the other hand,
         this Agreement shall control.

                  (ii) Not less  than 90 days  prior to each of the  annual
         meetings  of the Board of  Managers  held in 2000,  2003 and every
         three years  thereafter,  the Company shall submit to the Board of
         Managers the  provisions  of the Shared  Services  Agreement  that
         relate to each  Significant  Shared Service then in effect or that
         is proposed to be put into effect. Following such submission,  the
         Company  shall  provide the Board of Managers  promptly  with such
         information with respect to such  Significant  Shared Services and
         with respect to any other Shared  Services then being  provided or
         proposed  to be provided as any  Representative  shall  reasonably
         request.   At  each   such   annual   meeting,   unless   all  the
         Representatives  otherwise  agree,  the  Board of  Managers  shall
         review each such  Significant  Shared Service and shall  determine
         pursuant to a vote in accordance with Section 8.07(b) whether such
         Significant Shared Service should be continued (or, in the case of
         any proposed Significant Shared Service, put into effect).  Unless
         the Board of Managers  


                                                                      67

         approves pursuant to a vote in accordance with Section 8.07(b) the
         continuation or effectiveness of a Significant Shared Service, the
         Shared  Service  Agreement  to  the  extent  it  relates  to  such
         Significant  Shared Service shall be terminated  effective 90 days
         after  such  annual  meeting or at such later date as the Board of
         Managers  shall  specify  pursuant  to a vote in  accordance  with
         Section  8.07(b)  and the  Company  shall be deemed at the time of
         such annual  meeting to have given notice to the Member  providing
         or receiving (or whose  Affiliate is providing or receiving)  such
         Significant  Shared  Service that the Company is  terminating  the
         Shared Service  Agreement with respect to such Significant  Shared
         Service.

                  SECTION  8.13.   Adjustable   Amounts.   Within  30  days
following the date on which the United States Department of Labor Bureau of
Labor  Statistics  for all Urban  Areas  publishes  the Price Index for the
month of  September of each Fiscal Year  commencing  September,  1998,  the
Company  shall   determine   whether  the  Average  Annual  Level  for  the
immediately  preceding  twelve-month  period exceeds the Base Level. If the
Company  determines  that the Average  Annual  Level for such  twelve-month
period exceeds the Base Level,  then the Company shall increase or decrease
each of the dollar amounts set forth in this Agreement (other than the $348
million and $346 million  amounts set forth in the  definition  of Adjusted
DD&A, the $657 million,  $600 million,  $80 million,  $20 million and $12.4
million  amounts set forth in the definition of Adjusted  EBITDA,  the $240
million amount set forth in the definition of "Normal Annual Capital Budget
Amount"  in  Section  1.01,  the $100  million  amount set forth in Section
8.08(f)(i)  and any  dollar  amount set forth in any  Appendix,  Exhibit or
Schedule to this  Agreement,  including  Schedule 8.14) (each dollar amount
that is  adjusted  pursuant  to this  Section  8.13  being  an  "Adjustable
Amount"),  including,  without  limitation,  the following  amounts,  to an
amount  calculated  by  multiplying  the  relevant  Adjustable  Amount by a
fraction whose numerator is the Average Annual Level for such  twelve-month
period  and whose  denominator  is the Base  Level:  (i) the  $100,000,  $2
million and $25 million  amounts set forth in the  definition of "Affiliate
Transaction"  and the $2  million  amount  set forth in the  definition  of
"Significant  Shared  Service"  in each 


                                                                      68

case in  Section  1.01;  (ii) the $2  million  amount  set forth in Section
6.06(c);  (iii) the $2 million amounts set forth in Sections  6.08(b),  (d)
and (e); (iv) the $20 million amount set forth in Section  8.08(a)(i);  (v)
the $80  million  amount  set forth on Section  8.08(f)(ii)  (or such other
dollar  amount  as shall be  agreed  pursuant  to the  proviso  to  Section
8.08(f)(ii));  (vi) the $50  million  amount set forth in Section  8.08(g);
(vii)  the $50  million  and $25  million  amounts  set  forth  in  Section
8.08(h)(i);  and  (viii)  each $7.5  million  amount  set forth in  Section
14.01(a);  provided  that  in no  event  shall  any  Adjustable  Amount  be
decreased  below the initial amount  thereof set forth herein.  Within five
Business  Days  after  making  such   determinations,   the  Company  shall
distribute to each Member a notice setting  forth:  (A) the amount by which
the Average  Annual Level for such Fiscal Year  exceeded the Base Level and
(B) the  calculations  of any  adjustments  made to the Adjustable  Amounts
pursuant  to this  Section  8.13.  Any  adjustment  made to the  Adjustable
Amounts  pursuant to this Section 8.13 shall be effective as of January 1st
of the next Fiscal Year.

                  SECTION  8.14.  Company  Leverage  Policy.  The  leverage
policy for the Company  shall be the leverage  policy set forth on Schedule
8.14,  with such  modifications,  alterations or amendments  thereto as the
Board of  Managers  shall from time to time  approve  pursuant to a vote in
accordance  with Section  8.07(b) (such  leverage  policy,  as so modified,
altered  or  amended,  is  referred  to  herein  as the  "Company  Leverage
Policy").

                  SECTION  8.15.  Company's  Investment   Guidelines.   The
Company's  Senior Vice  President-Finance  and  Commercial  Services,  Vice
President-Finance  and Controller and Treasurer (or Treasury Manager) shall
constitute  an  Investment  Policy  Committee  of  the  Company  and  shall
establish investment  guidelines for the Company and its subsidiaries (such
investment guidelines, as they may be modified,  altered or amended by such
Investment  Policy  Committee  from time to time, are referred to herein as
the  "Company  Investment  Guidelines").  The  initial  Company  Investment
Guidelines is set forth on Schedule 8.15. The Company and its  subsidiaries
shall only make investments that are permitted under the Company Investment
Guidelines 

                                                                      69

at the  time  of  such  investments.  In  addition,  the  Company  and  its
subsidiaries  shall  invest all  Surplus  Cash  (after  meeting  daily cash
requirements) in accordance with the Company Investment Guidelines.

                  SECTION 8.16.  Requirements as to Operating  Leases.  The
Company and its  subsidiaries  shall not enter into any operating lease (as
determined in accordance with Applicable  GAAP) if the purpose or intent of
entering into such operating  lease is to circumvent  the Company  Leverage
Policy or the super majority voting requirement for Capital Expenditures of
the Company set forth in Section 8.08(f).  The lease by the Company and its
subsidiaries  of vehicles,  railcars and computers in  accordance  with the
historical  practices of the Ashland  Business  and the  Marathon  Business
shall  not be  deemed to  violate  this  Section  8.16,  provided,  for the
avoidance of doubt,  that all Ordinary Course Lease Expenses related to any
such leases shall be  considered  Ordinary  Course  Lease  Expenses for the
purposes of Section 8.08(f)(ii).

                  SECTION  8.17.  Limitations  on Actions  Relating  to the
Calculation of Distributable Cash. Notwithstanding anything to the contrary
contained  in this  Agreement,  the Company  shall not, and shall cause its
subsidiaries  not to (a)  modify,  alter or amend  the  Company  Investment
Guidelines,   (b)   accelerate   the  payment  of  the  Company's  and  its
subsidiaries'  accounts payable,  (c) delay the collection of the Company's
and its subsidiaries'  accounts receivable or (d) take any other action, if
the  purpose  or  intent  of  such  action  is  to  reduce  the  amount  of
Distributable  Cash in a manner that is inconsistent with the intent of the
Members to maximize the amount of Distributable  Cash  distributions to the
Members.

                  SECTION 8.18. Reliance by Third Parties.  Persons dealing
with the  Company  are  entitled  to rely  conclusively  upon the power and
authority of the Board of Managers herein set forth.  Except as provided in
this Agreement, neither the President, nor a Representative, nor any Member
shall have any authority to bind the Company or any of its subsidiaries.



                                                                      70

                  SECTION 8.19. Integration of Retail Operations. (a) Until
the  Critical  Decision is made  regarding  the  location of the  Company's
retail operations' headquarters,  the Company's retail operations' business
shall have headquarters in both Enon, Ohio and Lexington, Kentucky.

                  (b)(i) The Company shall make a formal  recommendation to
the Board of Managers with respect to each Critical Decision not later than
the  ten-month  anniversary  of the Closing  Date.  Following  receipt of a
formal  recommendation with respect to any Critical Decision,  Marathon and
Ashland shall negotiate in good faith to reach an agreement with respect to
such Critical  Decision not later than the first anniversary of the Closing
Date.

                  (ii)  Each  formal  recommendation  with  respect  to any
Critical  Decision  shall be  accompanied  by a report on the  business and
economic  analyses  used by the  Company to arrive at such  recommendation,
including  but not limited to, a  reasonably  detailed  description  of the
risks and benefits of the recommended  decision and the anticipated  impact
of the recommended  decision on the Speedway and SuperAmerica  brand images
and business models.

                  (iii) Following receipt of any formal recommendation with
respect to any Critical Decision,  each Member may request, and the Company
shall promptly  provide to both Members,  such  additional  information and
analyses  (including  studies by outside  consultants)  as such  Member may
reasonably request;  provided,  however, any additional information request
shall not extend the Critical Decision Termination Date.

                  (c) If any Primary Critical  Decision shall not have been
agreed by the  Board of  Managers  pursuant  to a vote in  accordance  with
Section  8.07(b) prior to the first  anniversary  of the Closing Date,  the
Critical  Decision  Termination  Date with respect to such Primary Critical
Decision shall be automatically, and without any further action required by
either  Member,  the Company or the Board of Managers,  extended  until the
fifteen-month  anniversary  of the Closing Date.  During the period of such
extension,   the  Company  shall  provide  promptly  to  each  Member  such
additional   information   or  analyses   (including   studies  by  


                                                                      71

outside  consultants) as either Member shall reasonably request.  Not later
than 30 days prior to the  fifteen-month  anniversary  of the Closing Date,
the Company  shall,  if  requested  by either  Member,  again make a formal
recommendation  to the  Board of  Managers  with  respect  to such  Primary
Critical Decision. Such formal recommendation shall include a report on the
supporting business and economic analyses described in Section 8.19(b)(ii).
Any  request  for  additional  information  shall not extend  the  Critical
Decision Termination Date.

                  (d) Until such time as the implementation of any Critical
Decision shall have been completed in all material respects,  the President
of the  Company  shall  report to the  Board of  Managers  at each  regular
meeting of the Board of Managers  on the  implementation  of such  Critical
Decision  and on any  material  modifications  or changes to such  Critical
Decision.

                  (e) To the extent there is any conflict between the terms
and provisions of this Agreement and the terms and provisions of the Retail
Integration  Protocol,  the terms and  provisions of this  Agreement  shall
control.


                                 ARTICLE IX

                                  Officers

                  SECTION  9.01.  (a)  Election,  Appointment  and  Term of
Office.  The executive  officers of the Company (the "Executive  Officers")
shall  consist  solely of: a President;  an Executive  Vice  President;  an
officer principally in charge of refining; an officer principally in charge
of wholesale and branded marketing; the officer or officers (two initially)
principally in charge of retail marketing; an officer principally in charge
of supply  and  transportation;  an officer  who shall be the  Senior  Vice
President-Finance  and Commercial  Services of the Company;  and an officer
who shall be the general  counsel of the  Company.  Schedule C sets forth a
list of (i) the  persons  who  Marathon  and  Ashland  have chosen to serve
initially  as the  Executive  Officers of the Company,  (ii) the  executive
office for which each such person is to serve and (iii)  whether  


                                                                      72

each such  person was  designated  by Marathon  or  Ashland.  Marathon  and
Ashland agree that the  composition  of the initial  Executive  Officers is
intended to reflect their respective  Percentage  Interests in the Company.
Accordingly,  if any  person  identified  on  Schedule  C is for any reason
unable or unwilling to serve as an Executive  Officer at the Closing  Date,
the Member who  designated  such person shall have the right to designate a
substitute  person,  subject to the right of the other Member to consent to
such substitute nominee (which consent shall not be unreasonably withheld).
Marathon  and  Ashland  shall  cause their  respective  Representatives  to
promptly approve the appointment of each person listed on Schedule C to the
related executive office position listed on Schedule C.

                  (b)  Except  as  otherwise  determined  by the  Board  of
Managers,  each Executive  Officer shall hold office until his or her death
or  until  his  or  her  earlier  resignation  or  removal  in  the  manner
hereinafter  provided.  Except as otherwise  expressly provided herein, the
Executive  Officers  shall have such powers and duties in the management of
the  Company as  generally  pertain to their  respective  offices as if the
Company were a corporation  governed by the General  Corporation Law of the
State of Delaware.

                  (c) The Board of Managers may elect or appoint such other
officers  to  assist  and  report  to the  Executive  Officers  as it deems
necessary.  Subject to the preceding sentence, each such officer shall have
such  authority and shall perform such duties as may be provided  herein or
as the Board of Managers may prescribe.  The Board of Managers may delegate
to any  Executive  Officer the power to choose such other  officers  and to
prescribe their respective duties and powers.

                  (d)  Except  as  otherwise  determined  by the  Board  of
Managers,  if additional  officers are elected or appointed during the year
pursuant to Section 9.01(c),  each such officer shall hold office until his
or her death or until his or her  earlier  resignation  or  removal  in the
manner hereinafter provided.

                  SECTION 9.02. Resignation, Removal and Vacancies. (a) Any
officer may resign at any time by 


                                                                      73

giving written notice to the President or the Secretary of the Company, and
such resignation shall take effect at the time specified therein or, if the
time when it shall become  effective shall not be specified  therein,  when
accepted  by action  of the Board of  Managers.  Except as  aforesaid,  the
acceptance of such resignation shall not be necessary to make it effective.

                  (b) All officers  and agents  elected or appointed by the
Board of  Managers  shall be subject to removal at any time by the Board of
Managers with or without cause.

                  (c) Vacancies in all Executive Officer positions may only
be  filled  by the  majority  vote of the  Representatives  on the Board of
Managers.  In each instance where a vacant Executive Officer position is to
be filled,  Marathon, after consultation with the Company, shall first send
Ashland a notice which  discloses the name and details of the candidate for
the vacant Executive Officer position that the  Representatives of Marathon
will  nominate  and  vote in  favor of for  such  position.  Ashland  shall
thereafter have the right, by notice to the Company and Marathon within ten
days after receipt of such notice from  Marathon,  to veto such  candidate.
Each  candidate  that  Marathon  proposes  for a vacant  Executive  Officer
position  shall be a bona fide  candidate  who is willing and able to serve
and who  Marathon in good faith  believes is  qualified to fill such vacant
Executive Officer position (a "Qualified Candidate").  In the event Ashland
exercises its veto with respect to a Qualified Candidate,  the vacancy will
be  filled  by the  majority  vote of the  Representatives  on the Board of
Managers.

                  SECTION 9.03. Duties and Functions of Executive Officers.
(a)  President.  The  President of the  Company,  who shall be a non-voting
member of the  Board of  Managers,  shall be in  charge  of the  day-to-day
operations of the Company and shall preside at all meetings of the Board of
Managers and shall perform such other duties and exercise  such powers,  as
may from time to time be prescribed by the Board of Managers.

                  (b)  Executive   Vice   President.   The  Executive  Vice
President of the Company initially shall report to 


                                                                      74

the  President  and be the  officer  principally  in charge of all  supply,
refining, marketing and transportation operations of the Company other than
the Company's retail operations.

                  (c) Other Executive  Officers.  The Executive Officers of
the Company other than the President and the Executive Vice President shall
perform such duties and exercise  such powers,  as may from time to time be
prescribed by the President or the Board of Managers.


                                 ARTICLE X

                     Transfers of Membership Interests

                  SECTION 10.01.  Restrictions  on Transfers.  (a) General.
Except as  expressly  provided  by this  Article X,  neither  Member  shall
Transfer all or any part of its Membership  Interests to any person without
first  obtaining the written  approval of the other Member,  which approval
may be granted or withheld in its sole discretion. Notwithstanding anything
to the contrary contained in this Agreement, no Transfer by a Member of its
Membership  Interests  to any person  shall be made  except to a  permitted
assignee  under  Article  XV  of  the  Put/Call,  Registration  Rights  and
Standstill Agreement.

                  (b)  Transfer by  Operation of Law. In the event a Member
shall be party to a merger,  consolidation or similar business  combination
transaction with a third party or sell all or substantially  all its assets
to a third  party,  such  Member  may  Transfer  all (but not  part) of its
Membership  Interests to such third  party;  provided,  however,  that such
Member shall not be permitted to Transfer its Membership  Interests to such
third  party  as  aforesaid  if the  purpose  or  intent  of  such  merger,
consolidation,  similar  business  combination  transaction  or  sale is to
circumvent or avoid the  application of Sections  10.01(c) and 10.04 to the
Transfer of such Member's Membership Interests to such third party.

                  (c)  Transfer by Sale to Third  Party.  At any time after
December 31,  2002, a Member may sell all (but not part) of its  Membership
Interests (and, in the case of 


                                                                      75

Ashland,  the  Ashland  LOOP/LOCAP  Interest)  to any person  (other than a
Transfer by operation of law pursuant to Section 10.01(b),  a Transfer to a
Wholly  Owned  Subsidiary  pursuant  to Section  10.01(d)  or a Transfer by
Ashland to  Marathon  pursuant to Section  10.01(e))  if (i) it shall first
have offered the other Member the  opportunity to purchase such  Membership
Interests (and, in the case of Ashland,  the Ashland  LOOP/LOCAP  Interest)
pursuant  to the right of first  refusal  procedures  set forth in  Section
10.04,  (ii) such sale is completed  within the time  periods  specified in
Section 10.04,  (iii) the other Member shall have approved the purchaser of
such  Membership  Interests  (and,  in the  case of  Ashland,  the  Ashland
LOOP/LOCAP Interest),  which approval shall not be unreasonably withheld or
delayed and (iv) it shall use its  commercially  reasonable best efforts to
(A)  terminate  the  outstanding  Original  Lease  underlying  each  of its
Designated Sublease Agreements on or prior to the date of such Transfer and
(B) contribute the related Subleased  Property to the Company or one of its
subsidiaries  at no cost to the Company or such  subsidiary  on or prior to
the date of such Transfer;  provided,  however,  that (i) such Member shall
not be  obligated  to pay more than a  reasonable  amount as  consideration
therefor  to, or make more than a  reasonable  financial  accommodation  in
favor of, or commence litigation against, a third party lessor with respect
to any such  underlying  Original  Lease in order  to  obtain  any  consent
required  from such lessor and (ii) any  additional  cost  associated  with
exercising  an  option  under  the  Original  Lease to  purchase  Subleased
Property  or to  terminate  the  Original  Lease  shall  be  deemed  not to
constitute an obligation to pay more than a reasonable amount. In the event
that such Member is unable to terminate an  outstanding  Original  Lease in
accordance  with  this  Section  10.02(b),  then (i) the  Company  shall be
entitled to continue to sublease  the  Subleased  Property  pursuant to the
related Designated  Sublease Agreement until the term of the Original Lease
expires, (ii) the Member shall continue to use its commercially  reasonable
best efforts to terminate the Original  Lease and  contribute the Subleased
Property to the Company as provided above; provided,  however that (A) such
Member  shall  not be  obligated  to pay more than a  reasonable  amount as
consideration  therefor  to,  or  make  more  than a  reasonable  financial
accommodation in favor of, or commence  litigation  against,  a third party
lessor  with  respect  to any 


                                                                      76

such  Original  Lease in order to obtain  any  consent  required  from such
lessor and (b) any additional  cost  associated  with  exercising an option
under the Original Lease to purchase Subleased Property or to terminate the
Original  Lease shall be deemed not to constitute an obligation to pay more
than a reasonable amount and (iii) if such Member subsequently acquires fee
title  to  the  Subleased  Property,  such  Member  shall  contribute  such
Subleased  Property to the Company or one of its subsidiaries at no cost to
the Company or such subsidiary at such time. It is expressly understood and
agreed that, in determining  whether to reasonably withhold its approval of
a proposed  purchaser of Marathon's  Membership  Interests pursuant to this
Section   10.01(c),   Ashland   shall   be   entitled   to   consider   the
creditworthiness  of  such  proposed  purchaser,   including  whether  such
proposed  purchaser is likely to be able to perform all of  Marathon's  and
USX's respective  obligations under the Put/Call,  Registration  Rights and
Standstill Agreement.

                  (d)  Transfer to Wholly  Owned  Subsidiary.  A Member may
Transfer  all (but not part) of its  Membership  Interests at any time to a
Wholly  Owned  Subsidiary  of such  Member if (i) such  Member  shall  have
received an opinion from  nationally  recognized tax counsel  acceptable to
both Members that such  Transfer  will not result in a  termination  of the
status of the Company as a partnership  for Federal income tax purposes and
(ii) the transferring Member enters into an agreement with the other Member
providing  that  so  long  as  such  Wholly  Owned  Subsidiary  holds  such
transferring  Member's Membership  Interests,  such Wholly Owned Subsidiary
shall remain a Wholly Owned Subsidiary of such transferring Member.

                  (e) Transfer  Pursuant to Put/Call,  Registration  Rights
and  Standstill  Agreement.  Ashland  may  Transfer  all of its  Membership
Interests  to Marathon in  connection  with the exercise by Marathon of its
Marathon  Call Right or its Special  Termination  Right or the  exercise by
Ashland of its Ashland Put Right. In addition, Marathon may Transfer all of
its  Membership  Interests  to Ashland in  connection  with the exercise by
Ashland of its Special Termination Right.

                  (f)   Consequences   of  Permitted   Transfers.   (i)  In
connection  with any  Transfer  by a  Member  to a third  party  

                                                                      77

transferee  pursuant to Section  10.01(b),  (A) such third party transferee
shall  at the  time  of  such  Transfer  become  subject  to  all  of  such
transferring  Member's  obligations  hereunder  and shall succeed to all of
such  transferring  Member's  rights  hereunder  and (B) such  transferring
Member  shall be relieved of all of its  obligations  hereunder  other than
with respect to any default hereunder by such transferring Member or any of
its Affiliates hereunder that occurred prior to the time of such Transfer.

                  (ii) In  connection  with any  Transfer  by a Member to a
third party transferee or to the other Member pursuant to Section 10.01(c),
(A) such third party  transferee  or such other Member shall at the time of
such  Transfer  become  subject  to  all  of  such  transferring   Member's
obligations  hereunder  and  shall  succeed  to  all of  such  transferring
Member's  rights  hereunder and (B) such  transferring  Member shall at the
time of such Transfer be relieved of all of its obligations hereunder other
than with respect to any default hereunder by such  transferring  Member or
any of its Affiliates that occurred prior to the time of such Transfer.

                  (iii) In  connection  with any  Transfer by a Member to a
Wholly Owned  Subsidiary of such Member pursuant to Section  10.01(d),  (A)
such Wholly  Owned  Subsidiary  shall at the time of such  Transfer  become
subject to all of such Member's obligations  hereunder and shall succeed to
all of such  Member's  rights  hereunder  and (B) such Member  shall not be
relieved of its obligations  hereunder without the prior written consent of
the other  Member,  which  consent  shall not be  unreasonably  withheld or
delayed.

                  (iv) In  connection  with  any  Transfer  by  Ashland  to
Marathon  pursuant to Section  10.01(e),  (A) Marathon shall at the time of
such Transfer become subject to all of Ashland's  obligations hereunder and
shall succeed to all of Ashland's rights hereunder and (B) Ashland shall at
the time of such Transfer be relieved of all of its  obligations  hereunder
other than with  respect to any default  hereunder by Ashland or any of its
Affiliates  that  occurred  prior to the  Exercise  Date  (as such  term is
defined in the Put/Call, Registration Rights and Standstill Agreement).



                                                                      78

                  (v) In  connection  with  any  Transfer  by  Marathon  to
Ashland pursuant to Section 10.01(e), (A) Ashland shall at the time of such
Transfer  become  subject to all of  Marathon's  obligations  hereunder and
shall succeed to all of Marathon's  rights hereunder and (B) Marathon shall
at the  time  of  such  Transfer  be  relieved  of  all of its  obligations
hereunder  other than with respect to any default  hereunder by Marathon or
any of its  Affiliates  that  occurred  prior  to the  Special  Termination
Exercise Date (as such term is defined in the Put/Call, Registration Rights
and Standstill Agreement).

                  (vi) In  connection  with any  Transfer  by  Ashland to a
third party transferee pursuant to Section 10.01(b),  10.01(c) or 10.01(d),
such third party  transferee  shall at the time of such Transfer succeed to
all of  Ashland's  veto rights under  Section  9.02(c);  provided,  that if
Ashland  Transfers  its  Membership  Interests to a third party  transferee
pursuant  to  Section  10.01(c),  such  third  party  transferee  shall not
thereafter be permitted to transfer its veto rights under  Section  9.02(c)
to another third party transferee pursuant to Section 10.01(c).

            (vii) In  connection  with any  Transfer by a Member to a third
party transferee pursuant to this Article X, such transferring Member shall
retain all of the rights  granted to a Member under  Article VII to examine
the books and records of the Company  and to receive  financial  statements
and reports prepared by the Company until such time following such Transfer
as such  transferring  Member ceases to have any liability under Article IX
of the Asset Transfer and Contribution Agreement.

                  (g) Consequences of an Unpermitted Transfer. Any Transfer
of a Member's  Membership  Interests  made in violation  of the  applicable
provisions of this Agreement shall be void and without legal effect.

                  SECTION 10.02. Conditions for Admission. No transferee of
all of the Membership Interests of any Member shall be admitted as a Member
hereunder unless (a) such Membership  Interests are Transferred to a person
in compliance with the applicable  provisions of this  Agreement,  (b) such
transferee   shall  have   executed  and  delivered  to  the  


                                                                      79

Company  such  instruments  as the Board of  Managers  deems  necessary  or
desirable in its reasonable  discretion to effectuate the admission of such
transferee as a Member and to confirm the  agreement of such  transferee or
recipient  to be bound by all the terms and  provisions  of this  Agreement
with respect to the Membership  Interests  acquired by such  transferee and
(c) such  transferee  shall have executed and  delivered an assignment  and
assumption   agreement   pursuant  to  Section   15.04  of  the   Put/Call,
Registration Rights and Standstill Agreement.

                  SECTION 10.03. Allocations and Distributions.  Subject to
applicable  Treasury  Regulations,  upon the Transfer of all the Membership
Interests of a Member as herein provided, the Profit or Loss of the Company
attributable to the Membership Interests so transferred for the Fiscal Year
during which such Transfer occurs shall be allocated between the transferor
and transferee as of the date set forth on the written assignment, and such
allocation  shall be based  upon any  permissible  method  agreed to by the
Members  that  is  provided  for in  Code  Section  706  and  the  Treasury
Regulations  issued thereunder.  Except as otherwise  expressly provided in
Section 5.01 of the Put/Call, Registration Rights and Standstill Agreement,
distributions  shall be made to the  holder  of  record  of the  Membership
Interests on the date of distribution.

                  SECTION  10.04.  Right of First  Refusal.(a)  If a Member
(the  "Selling  Member")  shall  desire  to sell all (but not  part) of its
Membership  Interests (which,  for purposes of this Section 10.04, shall be
deemed to include, in the case of Ashland, the Ashland LOOP/LOCAP Interest)
pursuant to Section  10.01(c),  then the Selling  Member  shall give notice
(the  "Offer  Notice")  to  the  other  Member,  identifying  the  proposed
purchaser from whom it has received a bona fide offer and setting forth the
proposed sale price (which shall be payable only in cash or purchase  money
obligations secured solely by the Membership  Interests being sold) and the
other  material  terms and  conditions  upon  which the  Selling  Member is
proposing to sell such Membership Interests to such proposed purchaser.  No
such sale shall  encompass or be  conditioned  upon the sale or purchase of
any property other than such Membership  Interests (other than, in the case
of Ashland, the Ashland LOOP/LOCAP  Interest).  


                                                                      80

The other  Member  shall have 30 days from  receipt of the Offer  Notice to
elect,  by  notice  to the  Selling  Member,  to  purchase  the  Membership
Interests  offered  for sale on the terms and  conditions  set forth in the
Offer Notice.

                  (b) If a  Member  makes  such  election,  the  notice  of
election  shall state a closing  date not later than 60 days after the date
of the Offer Notice. If such Member breaches its obligation to purchase the
Membership Interests of the Selling Member on the same terms and conditions
as those  contained in the Offer Notice after giving notice of its election
to make such purchase (other than where such breach is due to circumstances
beyond such Member's  reasonable  control),  then, in addition to all other
remedies available, the Selling Member may, at any time for a period of 270
days after such default,  sell such  Membership  Interests to any person at
any price and upon any other  terms  without  further  compliance  with the
procedures set forth in Section 10.04.

                  (c) If the other Member  gives  notice  within the 30-day
period  following  the Offer Notice from the Selling  Member that it elects
not to purchase the Membership  Interests,  the Selling Member may,  within
120 days after the end of such 30-day period (or 270 days in the case where
such  parties  have  received  a  second  request  under  HSR),  sell  such
Membership  Interests to the identified  purchaser (subject to clause (iii)
of Section  10.01(c))  on terms and  conditions  no less  favorable  to the
Selling  Member  than the terms  and  conditions  set  forth in such  Offer
Notice.  In the  event  the  Selling  Member  shall  desire  to  offer  the
Membership  Interests for sale on terms and conditions less favorable to it
than those  previously  set forth in an Offer Notice,  the  procedures  set
forth in this  Section  10.04  must again be  initiated  and  applied  with
respect to the terms and conditions as modified.

                  SECTION 10.05.  Restriction on Resignation or Withdrawal.
Except in connection with a Transfer  permitted  pursuant to Section 10.01,
neither  Member  shall  resign or  withdraw  from the  Company  without the
consent of the other Member.  Any purported  resignation or withdrawal from
the Company in violation  of this Section  10.05 shall be null and void and
of no force or effect.



                                                                      81

                                 ARTICLE XI

                 Liability, Exculpation and Indemnification

                  SECTION 11.01. Liability. Except as otherwise provided by
the Delaware Act, the debts,  obligations  and  liabilities of the Company,
whether arising in contract, tort or otherwise,  shall be solely the debts,
obligations and liabilities of the Company,  and no Covered Person shall be
obligated  personally  for any such debt,  obligation  or  liability of the
Company solely by reason of being a Covered Person.

                  SECTION 11.02.  Exculpation.  (a) No Covered Person shall
be liable to the Company or any other Covered  Person for any loss,  damage
or claim incurred by reason of any act or omission  performed or omitted by
such Covered  Person in good faith on behalf of the Company and in a manner
reasonably  believed to be within the scope of authority  conferred on such
Covered  Person by this  Agreement,  except that a Covered  Person shall be
liable  for any such  loss,  damage  or claim  incurred  by  reason of such
Covered Person's gross  negligence,  wilful misconduct or breach of Section
12.02.

                  (b) A Covered Person shall be fully  protected in relying
in good faith upon the records of the  Company  and upon such  information,
opinions,  reports or statements  presented to the Company by any person as
to any matters the Covered Person reasonably believes are within such other
person's  professional or expert  competence and who has been selected with
reasonable  care by or on behalf  of the  Company,  including  information,
opinions,  reports or  statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence
and amount of assets from which  distributions to Members might properly be
paid.

                  SECTION  11.03.  Indemnification.  To the fullest  extent
permitted  by  Applicable  Law,  a  Covered  Person  shall be  entitled  to
indemnification  from the Company for any loss, damage or claim incurred by
such Covered  Person by reason of any act or omission  performed or omitted
by such  


                                                                      82

Covered  Person  in good  faith on behalf  of the  Company  and in a manner
reasonably  believed to be within the scope of authority  conferred on such
Covered  Person by this  Agreement,  except that no Covered Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred
by such Covered Person by reason of gross negligence,  wilful misconduct or
breach of Section 12.02 with respect to such acts or  omissions;  provided,
however,  that any indemnity under this Section 11.03 shall be provided out
of and to the extent of Company  assets only,  and no Covered  Person shall
have any personal liability on account thereof.


                                ARTICLE XII

                             Fiduciary Duties

                  SECTION 12.01. Duties and Liabilities of Covered Persons.
To the  extent  that,  at law or in  equity,  a Covered  Person  has duties
(including  fiduciary  duties)  and  liabilities  relating  thereto  to the
Company or to any other Covered Person,  a Covered Person acting under this
Agreement shall not be liable to the Company or to any other Covered Person
for its good  faith  reliance  on the  provisions  of this  Agreement.  The
provisions  of this  Agreement,  to the extent that they expand or restrict
the duties and liabilities of a Covered Person otherwise existing at law or
in equity,  are agreed by the parties  hereto to replace  such other duties
and liabilities of such Covered Person.

                  SECTION 12.02. Fiduciary Duties of Members of the Company
and  Members of the Board of  Managers.  Each Member and each member of the
Board of  Managers  shall have the  fiduciary  duties of  loyalty  and care
(similar  to the  fiduciary  duties of loyalty and care of  directors  of a
business  corporation  governed by the General Corporation Law of the State
of  Delaware) to the Company and all of the  Members.  Notwithstanding  any
provision of this Agreement to the contrary, each Member and each member of
the Board of Managers agrees to and shall exercise good faith, fairness and
loyalty  to the  Company  and to all of the  Members,  and  shall  make all
decisions  in a manner  that  such  Member  or such  member of the Board of
Managers  reasonably believes to 


                                                                      83

be  in  the  best   interest  of  the  Company  and  all  of  the  Members.
Notwithstanding the foregoing,  this Section 12.02 is not intended to limit
a Member's  ability to exercise  or enforce any of its rights and  remedies
under this  Agreement  and the other  Transaction  Documents in good faith,
including,  without  limitation,  Article  IX of  the  Asset  Transfer  and
Contribution Agreement.


                                ARTICLE XIII

                       Dispute Resolution Procedures

                  SECTION  13.01.  General.  All  controversies,  claims or
disputes  between the Members or between the Company and either Member that
arise   out  of  or  relate  to  this   Agreement   or  the   construction,
interpretation,   performance,   breach,  termination,   enforceability  or
validity  of  this  Agreement,   or  the  commercial,   economic  or  other
relationship of the parties hereto,  whether such claim is based on rights,
privileges  or interests  recognized  by or based upon  statute,  contract,
tort,  common law or otherwise  and whether such claim  existed prior to or
arises  on or  after  the date of this  Agreement  (a  "Dispute")  shall be
resolved in accordance  with the provisions of this Article XIII (except as
otherwise  expressly  provided in Sections 6.06 and 6.08).  Notwithstanding
anything to the contrary  contained in this Article  XIII,  nothing in this
Article  XIII shall  limit the  ability of the  directors  and  officers of
either Member from  communicating  directly with the directors and officers
of the other Member.

                  SECTION 13.02. Dispute Notice and Response. Either Member
may give the other  Member  written  notice  (a  "Dispute  Notice")  of any
Dispute  which has not been  resolved  in the  normal  course of  business.
Within  fifteen  Business Days after  delivery of the Dispute  Notice,  the
receiving  Member shall submit to the other Member a written  response (the
"Response").  The Dispute  Notice and the Response shall each include (i) a
statement  setting forth the position of the Member  giving such notice,  a
summary of the arguments  supporting such position and, if applicable,  the
relief  sought  and (ii) the name  and  title of a senior  manager  of such
Member who has authority to settle the 

                                                                      84

Dispute  and  will be  responsible  for  the  negotiations  related  to the
settlement of the Dispute (the "Senior Manager").

                  SECTION 13.03.  Negotiation Between Senior Managers.  (a)
Within 10 days  after  delivery  of the  Response  provided  for in Section
13.02,  the Senior  Managers of both Members shall meet or  communicate  by
telephone at a mutually  acceptable time and place, and thereafter as often
as they  reasonably  deem  necessary,  and shall negotiate in good faith to
attempt to resolve the Dispute that is the subject of such Dispute  Notice.
If such Dispute has not been resolved  within 45 days after delivery of the
Dispute  Notice,  then the  Members  shall  attempt to settle  the  Dispute
pursuant to Section 13.04.

                  (b) All negotiations between the Senior Managers pursuant
to this  Section  13.03  shall be  treated  as  compromise  and  settlement
negotiations.  Nothing said or disclosed, nor any document produced, in the
course  of  such   negotiations   which  is  not  otherwise   independently
discoverable  shall  be  offered  or  received  as  evidence  or  used  for
impeachment  or for any other purpose in any current or future  arbitration
or litigation.

                  SECTION  13.04.   Negotiation   Between  Chief  Executive
Officer  and  President.  (a) If the  Dispute  has  not  been  resolved  by
negotiation  between the Senior  Managers  pursuant to Section 13.03,  then
within 10 Business Days after the expiration of the 45 day period  provided
in Section 13.03, the Chief Executive  Officer of Ashland and the President
of Marathon shall meet or communicate by telephone at a mutually acceptable
time and place,  and thereafter as often as they reasonably deem necessary,
and shall negotiate in good faith to attempt to resolve the Dispute that is
the subject of such Dispute  Notice.  If such Dispute has not been resolved
within 20 Business Days after the expiration of the 45 day period  provided
in Section 13.03,  then (i) if the Dispute relates solely to (A) a claim by
a Member or the Board of Managers  that the other  Member has failed to pay
the  Company a  Designated  Sublease  Amount or an amount in  respect  of a
Member-Funded Capital Expenditure, a Member-Funded Indemnity Expenditure or
an  Agreed  Additional  Capital  Contribution  required  to be  made  by it
pursuant to Section 4.02 (a "Disputed Capital  


                                                                      85

Contribution  Amount"),  (B)  the  determination  of any  of the  following
amounts  with respect to any period:  distributions  pursuant to Article V;
the  Aggregate  Tax  Rate;   Adjusted  DD&A;   Adjusted   EBITDA;   EBITDA;
Distributable  Cash; the Average Annual Level and adjustments to Adjustable
Amounts;  the Normal Annual Capital Budget  Amount;  Ordinary  Course Lease
Expenses;  Profit and Loss; the Tax Distribution  Amount; the Tax Liability
of any  Member;  and the  determination  of fair  market  value of property
distributed in kind under Section 15.03,  (C) the resolution of any dispute
arising under Section 8.11(b) with respect to Affiliate Transactions or (D)
the  resolution  of any dispute  arising under Section 8.12 with respect to
certain  Affiliate  Transactions  related to Crude Oil Purchases and Shared
Services  (any  Dispute  relating to any of the matters set forth in clause
(A),  (B),  (C) or (D) above being  referred to herein as an  "Arbitratable
Dispute"),  such  Dispute  shall be  settled  pursuant  to the  arbitration
procedures  set forth in Appendix B and (ii) if the Dispute does not relate
primarily to an Arbitratable  Dispute, each party hereto shall be permitted
to take such  actions at law or in equity as it is  otherwise  permitted to
take or as may be available under Applicable Law.

                  (b) All negotiations  between the Chief Executive Officer
of Ashland and the  President of Marathon  pursuant to this  Section  13.04
shall be treated as compromise and settlement negotiations. Nothing said or
disclosed,  nor any document  produced,  in the course of such negotiations
which is not  otherwise  independently  discoverable  shall be  offered  or
received as evidence or used for  impeachment  or for any other  purpose in
any current or future arbitration or litigation.

                  SECTION  13.05.  Right  to  Equitable  Relief  Preserved.
Notwithstanding  anything in this  Agreement or Appendix B to the contrary,
either  Member  or the  Company  may at any time seek from any court of the
United States  located in the State of Delaware or from any Delaware  state
court, any interim,  provisional or injunctive relief that may be necessary
to protect the rights or property of such party or maintain  the status quo
before,  during or after the  pendency  of the  negotiation  process or the
arbitration  proceeding  or any other  proceeding  contemplated  by Section
13.03 or 13.04.


                                                                      86


                                ARTICLE XIV

           Rights and Remedies with Respect to Monetary Disputes

                  SECTION  14.01.  Ability  of  Company  to  Borrow to Fund
Disputed Monetary Amounts.  (a) If the Company or a Member on behalf of the
Company  (a  "Non-Delinquent  Member")  claims  that the  other  Member  (a
"Delinquent  Member")  owes the  Company a  monetary  amount in  respect of
either   (i)  a   Disputed   Capital   Contribution   Amount   or  (ii)  an
indemnification  obligation  under  Article  IX of the Asset  Transfer  and
Contribution Agreement that the Company or the Non-Delinquent Member claims
the Delinquent Member owes the Company and is either (A) past due or (B) in
dispute (a "Disputed Indemnification Amount") (each such claim described in
clauses  (i) and (ii)  above  being a  "Monetary  Dispute",  and each  such
claimed amount being a "Disputed Monetary Amount"), and if (1) the Disputed
Monetary Amount itself,  or when added together all other Disputed Monetary
Amounts,  exceeds  $7.5  million;  (2) the Board of Managers  (by vote of a
majority of the  Representatives of the Non-Delinquent  Member at a special
or  regular  meeting  of  the  Board  of  Managers  (which  majority  shall
constitute a quorum for purposes of the  transaction of such business)) has
determined that an  out-of-pocket  disbursement  of such Disputed  Monetary
Amount or any  portion  thereof by the  Company or one of its  subsidiaries
within the next twelve months is reasonably necessary for the operation and
conduct of the Company's Business and, accordingly, that such amount should
be paid  within the next twelve  months;  (3) the  aggregate  amount of all
Disputed  Monetary Amounts (or portions thereof) that the Board of Managers
shall have  determined  pursuant to clause (2) above  should be paid within
the next  twelve  months  (such  aggregate  amount  being  the  "Additional
Required  Cash  Amount")  exceeds $7.5  million;  (4)  postponement  by the
Company  or such  subsidiary  of such  disbursement  until such time as the
Monetary Dispute is reasonably likely to be finally resolved pursuant to an
arbitration  proceeding in accordance  with Appendix B to this Agreement or
Appendix B to the Asset Transfer and Contribution  Agreement, as applicable
(an "Arbitration Proceeding"),  would have, or would reasonably be expected
to have, a Material Adverse Effect on the Company's  Business;  


                                                                      87

and (5) the  Delinquent  Member  has not  paid  the  Company  the  Disputed
Monetary Amount  pursuant to Section 14.02 or otherwise,  then the Board of
Managers   (by  vote  of  a  majority   of  the   Representatives   of  the
Non-Delinquent  Member  at a special  or  regular  meeting  of the Board of
Managers  (which  majority  shall  constitute  a quorum for purposes of the
transaction of such  business))  shall be permitted to cause the Company to
incur an amount of  Indebtedness  equal to such  Additional  Required  Cash
Amount,  which  Indebtedness  may be  borrowed  from a third  party  or the
Non-Delinquent Member.

                  (b) If the  Non-Delinquent  Member  lends the Company the
Additional Required Cash Amount pursuant to Section 14.01(a),  then (i) the
amount actually lent by the  Non-Delinquent  Member (the "Advanced Amount")
and  all  accrued  interest  thereon  shall  be  due  and  payable  on  the
Arbitration  Payment Due Date (provided that the Company shall be permitted
to prepay the Advanced Amount in whole or in part at any time prior to such
date);  and (ii) the Advanced  Amount shall bear  interest at the Base Rate
from  the  date on which  such  advance  is made  until  the date  that the
Advanced Amount,  together with all interest accrued thereon,  is repaid to
the Non-Delinquent Member.

                  SECTION  14.02.  Interim  Payment  of  Disputed  Monetary
Amount.  In order  to  reduce  the  amount  of  liquidated  damages  that a
Delinquent  Member  would be  required  to pay to the  Company  pursuant to
Section  14.03  in the  event  that  such  Delinquent  Member  loses  in an
Arbitration  Proceeding with respect to a Monetary Dispute,  the Delinquent
Member shall be permitted to pay the Company the related Disputed  Monetary
Amount  prior  to the  commencement  of such  Arbitration  Proceeding.  The
Arbitration Tribunal or Sole Arbitrator, as applicable, shall not take into
consideration  in  determining  the liability of the Delinquent  Member,  a
decision by such  Delinquent  Member to pay the  Disputed  Monetary  Amount
prior to the commencement of the Arbitration Proceeding.

                  SECTION 14.03. Liquidated Damages. (a) No Interim Payment
of Disputed  Monetary  Amount--Delinquent  Member is Found Liable for Final
Monetary  Amount.  If  (i)  it is  finally  determined  in  an  Arbitration
Proceeding  that a Delinquent  Member owes the Company a monetary amount in



                                                                      88

respect of (A) a  Disputed  Capital  Contribution  Amount or (B) a Disputed
Indemnification  Amount (each such finally determined amount being a "Final
Monetary  Amount") and (ii) the Delinquent  Member had not paid the Company
the Disputed  Monetary Amount prior to the commencement of such Arbitration
Proceeding  pursuant to Section  14.02,  then the  Delinquent  Member shall
promptly,  and in any event on or before the tenth  Business Day  following
the date on which the  Arbitration  Tribunal or Sole  Arbitrator  makes its
final determination (such tenth Business Day being the "Arbitration Payment
Due Date"), pay to the Company (A) the Final Monetary Amount, together with
interest,  accrued from the  commencement of the Arbitration  Proceeding to
the date that the Delinquent  Member pays the Final Monetary  Amount to the
Company,  on the Final  Monetary  Amount,  at a rate per annum equal to (1)
during the period from the  commencement of the  Arbitration  Proceeding to
the  Arbitration  Payment  Due  Date,  the  Prime  Rate and (2) at any time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest, plus (B) an amount equal to 25% of the Final Monetary Amount.

             (b) Interim  Payment of Disputed  Monetary  Amount--Delinquent
Member is Found Liable for the Same Amount. If (i) it is finally determined
in an Arbitration  Proceeding  that a Delinquent  Member owes the Company a
Final  Monetary  Amount,  (ii) the  Final  Monetary  Amount is equal to the
Disputed  Monetary  Amount  and (iii) the  Delinquent  Member  had paid the
Company the  Disputed  Monetary  Amount prior to the  commencement  of such
Arbitration  Proceeding  pursuant  to  Section  14.02,  then  if the  Final
Monetary Amount is equal to the Disputed  Monetary  Amount,  the Delinquent
Member  shall not owe the  Company  any  other  amount  in  respect  of the
Monetary Dispute.

             (c) Interim  Payment of Disputed  Monetary  Amount--Delinquent
Member  is  Found  Liable  for a  Greater  Amount.  If  (i)  it is  finally
determined in an Arbitration  Proceeding that a Delinquent  Member owes the
Company a Final Monetary Amount,  (ii) the Final Monetary Amount is greater
than the Disputed  Monetary Amount and (iii) the Delinquent Member had paid
the Company the Disputed  Monetary Amount prior to the commencement of such
Arbitration  Proceeding  pursuant  to Section  14.02,  then the  Delinquent
Member  shall    


                                                                      89

promptly,  and in any event on or before the Arbitration  Payment Due Date,
pay to the Company an amount (an "Additional Monetary Amount") equal to (A)
the Final Monetary Amount less (B) the Disputed  Monetary Amount,  together
with interest,  accrued from the commencement of the Arbitration Proceeding
to the date that the Delinquent Member pays the Additional  Monetary Amount
to the Company,  on the  Additional  Monetary  Amount,  at a rate per annum
equal to (1) during for the period from the commencement of the Arbitration
Proceeding to the  Arbitration  Payment Due Date, the Prime Rate and (2) at
any time  thereafter,  150% of the Prime  Rate,  in each  case,  with daily
accrual of interest.

                  (d)    Interim     Payment    of    Disputed     Monetary
Amount--Delinquent Member is Found Liable for a Lesser Amount. If (i) it is
finally  determined in an Arbitration  Proceeding that a Delinquent  Member
owes the Company a Final Monetary Amount, (ii) the Final Monetary Amount is
less than the Disputed  Monetary Amount and (iii) the Delinquent Member had
paid the Company the Disputed  Monetary Amount prior to the commencement of
such Arbitration  Proceeding,  then the Company shall promptly,  and in any
event  on or  before  the  Arbitration  Payment  Due  Date,  repay  to  the
Delinquent  Member  an  amount  (a  "Refundable  Amount")  equal to (A) the
Disputed Monetary Amount less (B) the Final Monetary Amount,  together with
interest,  accrued from the  commencement of the Arbitration  Proceeding to
the date that the Company  repays the  Refundable  Amount to the Delinquent
Member,  on the Refundable  Amount, at a rate per annum equal to (1) during
the period  from the  commencement  of the  Arbitration  Proceeding  to the
Arbitration  Payment  Due  Date,  the  Prime  Rate  and  (2)  at  any  time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest.

                  (e)    Interim     Payment    of    Disputed     Monetary
Amount--Delinquent Member is Found Not Liable for Disputed Monetary Amount.
If  (i)  it is  finally  determined  in an  Arbitration  Proceeding  that a
Delinquent  Member does not owe the Company the related  Disputed  Monetary
Amount and (ii) the  Delinquent  Member had paid the Company  the  Disputed
Monetary Amount prior to the commencement of such  Arbitration  Proceeding,
then  the  Company  shall  promptly,  and in any  event  on or  before  the
Arbitration  Payment  Due Date,  repay to the  Delinquent  Member an amount
equal to the 


                                                                      90

Disputed  Monetary  Amount,  together  with  interest,   accrued  from  the
commencement  of the  Arbitration  Proceeding  to the date that the Company
repays  the  Disputed  Monetary  Amount to the  Delinquent  Member,  on the
Disputed  Monetary  Amount,  at a rate per annum  equal to (A)  during  the
period  from  the  commencement  of  the  Arbitration   Proceeding  to  the
Arbitration  Payment  Due  Date,  the  Prime  Rate  and  (B)  at  any  time
thereafter,  150% of the Prime Rate,  in each case,  with daily  accrual of
interest.

                  SECTION  14.04.  Right of  Set-Off.  Notwithstanding  any
provision to the contrary contained in this Agreement,  if at the time of a
Distribution  Date a  Delinquent  Member has  failed to pay the  Company an
amount that it was required pursuant to Section 14.03 to pay to the Company
on or before such Distribution  Date, then on such  Distribution  Date, the
Company shall be permitted to set off from the  distribution  that it would
otherwise be required to make to such Delinquent Member pursuant to Section
5.01 on such  Distribution  Date, an amount equal to such unpaid amount. If
the amount of the  distribution  that such Delinquent  Member was otherwise
entitled to receive pursuant to Section 5.01 on such  Distribution  Date is
less than the  aggregate  amount  that such  Delinquent  Member owes to the
Company  pursuant to Section 14.03,  then the Company shall be permitted to
set off from subsequent  distributions that it would otherwise make to such
Delinquent  Member  pursuant to Section 5.01 the  remaining  unpaid  amount
until such time as such  remaining  unpaid  amount  shall have been paid in
full. A Delinquent  Member's  interest in  distributions to be made to such
Delinquent  Member  pursuant to Section 5.01 shall be reduced by any amount
set off by the Company against such distributions  pursuant to this Section
14.04(a).

                  SECTION 14.05. Security Interest.  (a) Each Member hereby
agrees  that if (i) it has failed to pay the  Company an amount that it was
required to pay to the Company pursuant to Section 14.03 on or prior to the
related  Arbitration  Payment Due Date,  and (ii) the Board of Managers (by
vote of a majority of the  Representatives of the other Member at a special
or  regular  meeting  of  the  Board  of  Managers  (which  majority  shall
constitute a quorum for purposes of the  transaction  of such  business) so
requests,  such Member shall (A) on the Business  Day next  following  


                                                                      91

such Arbitration  Payment Due Date,  grant to the Company,  as security for
the  performance of its obligation to pay the Company such amount owed (but
for no other amount),  a first priority security interest in its Membership
Interests and the proceeds thereof (a "Security  Interest"),  all under the
Uniform  Commercial  Code  of the  State  of  Delaware  and  (ii)  promptly
thereafter, execute and deliver to the Company all financing statements and
other  instruments that the Board of Managers (by vote of a majority of the
Representatives  of the other Member at a special or regular meeting of the
Board of Managers (which majority shall constitute a quorum for purposes of
the  transaction of such business)) may request to effectuate and carry out
the  preceding  provisions of this Section  14.05(a).  The Company shall be
entitled  to all the  rights  and  remedies  of a secured  party  under the
Uniform  Commercial  Code of the  State of  Delaware  with  respect  to any
Security  Interest  granted by such  Member.  At the option of the Company,
this Agreement or a carbon, photographic, or other copy hereof may serve as
a financing  statement  with  respect to any such  Security  Interest.  For
purposes of perfecting a Security Interest, a Member's Membership Interests
shall be deemed to be a  "security"  governed by Chapter 8 of the  Delaware
Uniform  Commercial  Code and as such term is  therein  defined  in Section
8-102(c) thereunder.

                  (b)  If  the  Company  incurs  Indebtedness  pursuant  to
Section 14.01 by borrowing from a Non-Delinquent  Member, the Company shall
be permitted  to assign all its rights with respect to a Security  Interest
granted to it pursuant to Section 14.05(a) to such Non-Delinquent Member as
security for such Indebtedness;  provided that such  Non-Delinquent  Member
shall not be permitted to assign such Security Interest to a third party.


                                                                      92

                                 ARTICLE XV

                        Dissolution and Termination

                  SECTION   15.01.   Dissolution.   The  Company  shall  be
dissolved  and its business and affairs wound up upon the earliest to occur
of any one of the following events:

                  (a) the expiration of the Term of the Company;

                  (b) the sale or other disposition of all or substantially
         all the property of the Company;

                  (c) the written consent of both Members;

                  (d) the unanimous agreement of all Representatives on the
         Board of Managers;

                  (e)   the   bankruptcy,    involuntary   liquidation   or
         dissolution of either Member; or

                  (f)  the  entry  of  a  decree  of  judicial  dissolution
         pursuant to Section 18-802 of the Delaware Act.

The  bankruptcy,  involuntary  liquidation of dissolution of a Member shall
cause a Member to cease to be a member of the Company.  Notwithstanding the
foregoing,  the Company shall not be dissolved and its business and affairs
shall not be wound up upon the  occurrence  of any event  specified  in (i)
clause  (e)  above if within 90 days  after  the date on which  such  event
occurs,  the remaining Member elects in writing to continue the business of
the Company or (ii) clause (a) above if a Non-Terminating  Member purchases
the Membership  Interests of the Terminating Member pursuant to its Special
Termination  Right.  Except  as  provided  in this  paragraph  and  Section
15.01(e),  and to the fullest  extent  permitted by the  Delaware  Act, the
occurrence  of an event that causes a Member to cease to be a member of the
Company  shall not cause the  Company to be  dissolved  or its  business or
affairs  to be wound up,  and upon the  occurrence  of such an  event,  the
business of the Company shall continue without dissolution.



                                                                      93

                  SECTION 15.02.  Winding Up of Company.  Upon dissolution,
the Company's  business shall be liquidated in an orderly manner. The Board
of  Managers  shall act as the  liquidating  trustee  (unless  the Board of
Managers elects to appoint a liquidating trustee) to wind up the affairs of
the Company  pursuant to this  Agreement.  In  performing  its duties,  the
liquidating  trustee  is  authorized  to  sell,  distribute,   exchange  or
otherwise  dispose of the  assets of the  Company  in  accordance  with the
Delaware  Act and in any  reasonable  manner that the  liquidating  trustee
shall  determine  to be in the  best  interest  of  the  Members  or  their
successors-in-interest.

                  SECTION 15.03. Distribution of Property. In the event the
Board of Managers  determines  that it is necessary in connection  with the
liquidation of the Company to make a distribution of property in kind, such
property shall be transferred  and conveyed to the Members so as to vest in
each of them as a tenant in common an  undivided  interest  in the whole of
such  property  equal to their  interests  in the  property  based upon the
amount  of cash  that  would  be  distributed  to each  of the  Members  in
accordance  with Article V if such property were sold for an amount of cash
equal to the fair market value of such property, as determined and approved
by the Board of Managers  pursuant  to a vote in  accordance  with  Section
8.07(b).

                  SECTION   15.04.   Time   Limitation.   Any   liquidating
distribution  pursuant  to this  Article XV shall be made no later than the
later of (a) the end of the  taxable  year  during  which such  liquidation
occurs and (b) 90 days after the date of such liquidation.

                  SECTION 15.05.  Termination of Company. The Company shall
terminate when all assets of the Company, after payment of or due provision
for all debts,  liabilities and obligations of the Company, shall have been
distributed  to the Members in the manner  provided for in this  Agreement,
and the  Certificate  of Formation  shall have been  canceled in the manner
provided by the Delaware Act.



                                                                      94


                                ARTICLE XVI

                               Miscellaneous

                  SECTION 16.01.  Notices. Any notice,  consent or approval
to be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered: (i) personally by a reputable courier service
that  requires a  signature  upon  delivery;  (ii) by mailing  the same via
registered or certified  first-class mail, postage prepaid,  return receipt
requested;  or (iii) by  telecopying  the same  with  receipt  confirmation
(followed by a first-class  mailing of the same) to the intended recipient.
Any such writing  will be deemed to have been given:  (a) as of the date of
personal  delivery  via  courier as  described  above;  (b) as of the third
calendar  day after  depositing  the same into the  custody  of the  postal
service as evidenced by the date-stamped receipt issued upon deposit of the
same into the  mails as  described  above;  and (c) as of the date and time
electronically  transmitted  in the case of telecopy  delivery as described
above,  in each case  addressed  to the  intended  party at the address set
forth below:

To the Board of Managers:

Marathon Ashland Petroleum LLC
539 South Main Street
Findlay, Ohio 45840
Attn:   General Counsel
Phone:  (419) 422-2121
Fax:    (419) 421-4115

To Marathon:

Marathon Oil Company
5555 San Felipe
P.O. Box 3128
Houston, TX 77056-2723
Attn:  General Counsel
Phone:  (713) 296-4137
Fax:    (713) 296-4171


                                                                      95


To Ashland:

Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
Attn:  General Counsel
Phone:  (606) 329-3333
Fax:    (606) 329-3823

Any party may designate  different  addresses or telecopy numbers by notice
to the other parties.

                  SECTION  16.02.   Merger  and  Entire   Agreement.   This
Agreement  (including  the  Exhibits,  Schedules  and  Appendices  attached
hereto),  together  with the other  Transaction  Documents  (including  the
exhibits,  schedules and appendices  thereto) and certain other  agreements
executed  contemporaneously with the Master Formation Agreement constitutes
the  entire  Agreement  of the  parties  hereto  and  supersedes  any prior
understandings,  agreements,  or  representations  by or among the  parties
hereto,  written  or oral,  to the  extent  they  relate  in any way to the
subject matter hereof.

                  SECTION  16.03.  Assignment.  A party  hereto  shall  not
assign  all or any  of its  rights,  obligations  or  benefits  under  this
Agreement  to any  third  party  otherwise  than (i) in  connection  with a
Transfer of its Membership  Interests  pursuant to Article X, (ii) with the
prior  written  consent of the other  party  hereto,  which  consent may be
withheld in such party's sole discretion, (iii) the granting by a Member of
a Security  Interest  to the  Company  pursuant  to  Section  14.05 or (iv)
pursuant to Article V of the Put/Call,  Registration  Rights and Standstill
Agreement, and any attempted assignment not in compliance with this Section
16.03 shall be void ab initio.

                  SECTION 16.04. Parties in Interest.  This Agreement shall
inure to the benefit of, and be binding upon,  the parties hereto and their
respective successors, legal representatives and permitted assigns.

                  SECTION  16.05.  Counterparts.   This  Agreement  may  be
executed in  counterparts,  each of which shall be deemed 


                                                                      96

an original,  but all of which together  shall  constitute one and the same
instrument.

                  SECTION 16.06. Amendment;  Waiver. This Agreement may not
be amended  except in a written  instrument  signed by each of the  parties
hereto and  expressly  stating it is an  amendment to this  Agreement.  Any
failure or delay on the part of any party hereto in exercising any power or
right hereunder shall not operate as a waiver thereof, nor shall any single
or  partial  exercise  of any such  right or power  preclude  any  other or
further  exercise  thereof  or the  exercise  of any  other  right or power
hereunder or otherwise available at law or in equity.

                  SECTION  16.07.  Severability.  If any  term,  provision,
covenant,  or restriction of this Agreement or the  application  thereof to
any  person or  circumstance,  at any time or to any  extent,  is held by a
court of  competent  jurisdiction  or other  Governmental  Authority  to be
invalid,  void or  unenforceable,  the remainder of the terms,  provisions,
covenants and  restrictions  of this Agreement (or the  application of such
provision in other  jurisdictions or to persons or circumstances other than
those to which it was held  invalid  or  unenforceable)  shall in no way be
affected,  impaired  or  invalidated,   and  to  the  extent  permitted  by
Applicable Law, any such term, provision,  covenant or restriction shall be
restricted in  applicability or reformed to the minimum extent required for
such to be enforceable. This provision shall be interpreted and enforced to
give effect to the original  written  intent of the parties hereto prior to
the determination of such invalidity or unenforceability.

                  SECTION 16.08.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE
GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF
DELAWARE,  WITHOUT  GIVING  EFFECT TO THE  PRINCIPLES  OF  CONFLICTS OF LAW
THEREOF.  THIS  AGREEMENT  SHALL BE  CONSTRUED IN  ACCORDANCE  WITH SECTION
18-1101 OF THE DELAWARE ACT. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM OR  PROCEEDING  RELATED TO OR ARISING OUT OF THIS  AGREEMENT,  OR ANY
TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.



                                                                      97

                  SECTION 16.09. Enforcement. The parties hereto agree that
irreparable  damage would occur in the event that any of the  provisions of
this Agreement  were not performed in accordance  with their specific terms
or were  otherwise  breached.  It is  accordingly  agreed  that the parties
hereto  shall be  entitled  to an  injunction  or  injunctions  to  prevent
breaches  of this  Agreement  and to  enforce  specifically  the  terms and
provisions of this Agreement in the Delaware Chancery Court;  provided that
if the Delaware  Chancery Court does not have  jurisdiction with respect to
such matter,  the parties hereto shall be entitled to enforce  specifically
the terms  and  provisions  of this  Agreement  in any court of the  United
States  located in the State of Delaware or in Delaware  state court,  this
being in addition to any other  remedy to which they are entitled at law or
in equity.  In addition,  each of the parties hereto (i) consents to submit
itself to the personal  jurisdiction of the Delaware  Chancery Court in the
event  that  any  dispute  arises  out  of  this  Agreement  or  any of the
transactions contemplated by this Agreement;  provided that if the Delaware
Chancery Court does not have jurisdiction with respect to any such dispute,
such party  consents to submit itself to the personal  jurisdiction  of any
Federal court located in the State of Delaware or any Delaware state court,
(ii) agrees to appoint and  maintain an agent in the State of Delaware  for
service of legal process,  (iii) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from
any such  court,  (iv)  agrees  that it will not plead or claim in any such
court that any action relating to this Agreement or any of the transactions
contemplated  by this  Agreement  in any such court has been  brought in an
inconvenient  forum and (v)  agrees  that it will not  initiate  any action
relating to this Agreement or any of the transactions  contemplated by this
Agreement in any court other than (1) the Delaware  Chancery  Court, or (2)
if the Delaware  Chancery Court does not have  jurisdiction with respect to
such action, a Federal court sitting in the State of Delaware or a Delaware
state court.

                  SECTION 16.10. Creditors.  None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditor of the
Company or of any Member.



                                                                      98

                  SECTION 16.11. No Bill for Accounting.  In no event shall
either  Member  have  any  right to file a bill  for an  accounting  or any
similar proceeding.

                  SECTION  16.12.  Waiver of Partition.  Each Member hereby
waives any right to partition of the Company property.

                  SECTION  16.13.  Table of Contents,  Headings and Titles.
The table of contents  and section  headings of this  Agreement  and titles
given  to  Exhibits  and  Schedules  to this  Agreement  are for  reference
purposes  only  and  are to be  given  no  effect  in the  construction  or
interpretation of this Agreement.

                  SECTION   16.14.   Use  of   Certain   Terms;   Rules  of
Construction.  As used in this Agreement, the words "herein",  "hereof" and
"hereunder"  and other words of similar import refer to this Agreement as a
whole  and  not  to  any  particular  paragraph,   subparagraph,   section,
subsection  or other  subdivision.  Whenever the context may  require,  any
pronoun used in this Agreement shall include the  corresponding  masculine,
feminine or neuter  forms,  and the  singular  form of nouns,  pronouns and
verbs shall  include the plural and vice versa.  Each party  hereto  agrees
that any rule of  construction to the effect that any ambiguities are to be
resolved   against  the  drafting  party  shall  not  be  employed  in  the
interpretation  or  construction  of  this  Agreement  or  any  Transaction
Document.

                  SECTION 16.15. Holidays. Notwithstanding any deadline for
payment,  performance,  notice or election  under this  Agreement,  if such
deadline  falls on a date that is not a Business Day, then the deadline for
such payment, performance,  notice or election will be extended to the next
succeeding Business Day.

                  SECTION 16.16. Third Parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person
and  their  respective  successors,  legal  representatives  and  permitted
assigns any rights, remedies or basis for reliance upon, under or by reason
of this Agreement.


                                                                      99


                  SECTION 16.17. Liability for Affiliates. Except where and
to the extent that a contrary intention  otherwise appears,  where a Member
undertakes  to cause its  Affiliates  to take or  abstain  from  taking any
action,  such undertaking  shall mean (i) in the case of any Affiliate that
is controlled by such Member,  that such Member shall cause such  Affiliate
to take or  abstain  from  taking  such  action  and (ii) in the case of an
Affiliate that controls or is under common  control with such Member,  that
such Member  shall use its  commercially  reasonable  best efforts to cause
such  Affiliates  to take or abstain  from  taking such  action;  provided,
however,  that such Member  shall not be required to violate,  or cause any
director of such  Affiliate  to  violate,  any  fiduciary  duty to minority
shareholders of such Affiliate.


                  IN WITNESS WHEREOF, this Agreement has been duly executed
by the Members as of the day and year first above written.


                                    MARATHON OIL COMPANY

                                       by   /s/  Victor G. Beghini
                                         ----------------------------
                                         Name:  Victor G. Beghini
                                         Title: President


                                    ASHLAND INC.

                                        by    /s/ Paul W. Chellgren
                                          ----------------------------
                                          Name:  Paul W. Chellgren
                                          Title: Chairman of the Board  
                                           and Chief Executive
                                           Officer


         [85244.6]



                                                                      100


                           Each of the  undersigned  persons hereby accepts
         his rights and authority as a Representative and agrees to perform
         and discharge his duties and  obligations as a member of the Board
         of  Managers,  in each case until  such  person's  successor  as a
         Representative is designated or until such person's resignation or
         removal as a Representative in accordance with this Agreement.


          /s/ Thomas J. Usher                          /s/ Paul W. Chellgren
         ------------------------                    -------------------------
         Name: Thomas J. Usher                       Name: Paul W. Chellgren

          /s/ Victor G. Beghini                        /s/ J.A. Fred Brothers
         -----------------------                     -------------------------
         Name: Victor G. Beghini                     Name: J. A. Fred Brothers

          /s/ John P. Surma
         -----------------------
         Name: John P. Surma





           =====================================================================





                          PUT/CALL, REGISTRATION RIGHTS

                                       AND

                              STANDSTILL AGREEMENT





                         Dated as of January 1, 1998


                                      among



                              MARATHON OIL COMPANY,


                                USX CORPORATION,


                                  ASHLAND INC.


                                       and


                         MARATHON ASHLAND PETROLEUM LLC
=====================================================================






                                                               Contents, p. 1

                             TABLE OF CONTENTS

                                                                         Page

                                 ARTICLE I
   Certain Definitions; Adjustable Amounts;Representations and Warranties


         SECTION 1.01.  Definitions........................................2
         SECTION 1.02.  Adjustable Amounts................................17
         SECTION 1.03.  Representations and Warranties....................18

                                 ARTICLE II
                         Special Termination Right

         SECTION 2.01.  Special Termination Right.........................20
         SECTION 2.02.  Special Termination Price.........................20
         SECTION 2.03.  Method of Exercise................................21

                                ARTICLE III
                            Marathon Call Right

         SECTION 3.01.  Marathon Call Right...............................21
         SECTION 3.02.  Marathon Call Price...............................21
         SECTION 3.03.  Method of Exercise................................22
         SECTION 3.04.  Limitation on Marathon's Ability To Exercise 
                         its Marathon Call Right..........................22

                                 ARTICLE IV
                             Ashland Put Right

         SECTION 4.01.  Ashland Put Right.................................22
         SECTION 4.02.  Ashland Put Price.................................23
         SECTION 4.03.  Method of Exercise................................26
         SECTION 4.04.  Ashland Put Price Election Notice.................26
         SECTION 4.05.  Limitation on Ashland's Ability To Exercise
                         its Ashland Put Right............................27







                                                               Contents, p. 2

                                 ARTICLE V
          Termination of Certain Distributions; Revocable Proxies
         SECTION 5.01.  Termination of Certain Distributions..............27
         SECTION 5.02.  Revocable Proxies.................................30

                                 ARTICLE VI
            Determination of the Appraised Value of the Company
         SECTION 6.01.  Determination of Appraised Value of the
                         Company..........................................31

                                ARTICLE VII
            Determination of the Fair Market Value of Securities

         SECTION 7.01.  General...........................................35
         SECTION 7.02.  Determination of Fair Market Value of
                         Marathon Debt Securities.........................35
         SECTION 7.03.  Determination of Fair Market Value of
                         Actively Traded Marathon Equity Securities.......35
         SECTION 7.04.  Determination of Fair Market Value of Non-
                         Actively Traded Marathon Equity Securities.......39

                                ARTICLE VIII
                   Certain Matters Relating to Securities

         SECTION 8.01.  Certain Requirements with Respect to
                         Marathon Debt Securities.........................42
         SECTION 8.02.  Procedures with Respect to the Issuance of
                         Securities.......................................42
         SECTION 8.03.  Holding Period....................................45
         SECTION 8.04.  Manner of Sale of Marathon Equity
                         Securities.......................................45

                                 ARTICLE IX
           Closing; Conditions to Closing; Consequences of Delay

         SECTION 9.01.  Closing...........................................46
         SECTION 9.02.  Conditions to Closing.............................49
         SECTION 9.03.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right 
                         Where Ashland Is at Fault........................54



                                                               Contents, p. 3

         SECTION 9.04.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right
                         Where Marathon or USX Is at Fault................55
         SECTION 9.05.  Consequences of a Delayed Closing of the
                         Marathon Call Right or the Ashland Put Right 
                         Where No Party Is at Fault.......................57
         SECTION 9.06.  Consequences of Delayed Second or Third
                         Scheduled Installment Payment....................58
         SECTION 9.07.  Consequences of a Delayed Closing of the
                         Special Termination Right Where Terminating
                         Member Is at Fault...............................58
         SECTION 9.08.  Consequences of a Delayed Closing of the
                         Special Termination Right Where Non-
                         Terminating Member Is at Fault...................60
         SECTION 9.09.  Consequences of Delayed Closing of Special
                         Termination Right Where No Party Is at
                         Fault............................................62

                                 ARTICLE X
                            Registration Rights

         SECTION 10.01.  Registration upon Request........................63
         SECTION 10.02.  Covenants of the Issuer..........................67
         SECTION 10.03.  Fees and Expenses................................72
         SECTION 10.04.  Indemnification and Contribution.................73
         SECTION 10.05.  Underwriting Agreement; Purchase
                          Agreement.......................................77
         SECTION 10.06.  Undertaking To File Reports......................78

                                 ARTICLE XI
                                 Covenants

         SECTION 11.01.  Cooperation; Commercially Reasonable Best 
                          Efforts.........................................78
         SECTION 11.02.  Antitrust Notification; FTC or DOJ
                          Investigation...................................78
         SECTION 11.03.  Governmental Filings re:  Ashland LOOP/LOCAP 
                          Interest........................................80
         SECTION 11.04.  Designated Sublease Agreements...................81


                                                               Contents, p. 4




                                ARTICLE XII
                            Standstill Agreement

         SECTION 12.01.  Restrictions of Certain Actions by Marathon 
                          and USX.........................................83
         SECTION 12.02.  Restrictions of Certain Actions by
                          Ashland.........................................86

                                ARTICLE XIII
                              Indemnification

         SECTION 13.01.  Indemnification re:  Ashland Representatives'
                          Revocable Proxies and the Ashland LOOP/LOCAP
                          Revocable Proxy.................................88
         SECTION 13.02.  Indemnification re:  Marathon Representatives
                          Revocable Proxies...............................89
         SECTION 13.03.  Indemnification re:  Transfer of Economic
                          Interests in the Ashland LOOP/LOCAP Interest 
                          to Marathon, the Company or a Person
                          Designated by Marathon..........................89
         SECTION 13.04.  Procedures Relating to Indemnification Under 
                          This Article XIII...............................90

                                ARTICLE XIV
 Company Competitive Businesses; Detrimental Activities; Limitations on the

         Company Entering into Valvoline's Business
         SECTION 14.01.  Competitive Businesses...........................90
         SECTION 14.02.  Detrimental Activities...........................94
         SECTION 14.03.  Limitations on the Company Entering into the 
                          Valvoline Business..............................96
         SECTION 14.04.  Purchase Price of Competitive Business
                          Assets.........................................103




                                                               Contents, p. 5

                                 ARTICLE XV
                            Survival; Assignment

         SECTION 15.01.  Survival and Assignment re:  Marathon and
                          USX...........................................106
         SECTION 15.02.  Survival and Assignment re:  Ashland...........107
         SECTION 15.03.  Survival and Assignment re:  the
                          Company.......................................109
         SECTION 15.04.  Assignment and Assumption Agreements...........109
         SECTION 15.05.  Consequences of Unpermitted Assignments........110

                                ARTICLE XVI
                       Dispute Resolution Procedures

         SECTION 16.01.  General........................................110
         SECTION 16.02.  Dispute Notice and Response....................110
         SECTION 16.03.  Negotiation Between Chief Executive
                          Officers......................................110
         SECTION 16.04.  Right to Equitable Relief Preserved............111

                                ARTICLE XVII
                               Miscellaneous

         SECTION 17.01.  Notices........................................111
         SECTION 17.02.  Merger and Entire Agreement....................113
         SECTION 17.03.  Parties in Interest............................113
         SECTION 17.04.  Counterparts...................................113
         SECTION 17.05.  Amendment; Waiver..............................113
         SECTION 17.06.  Severability...................................113
         SECTION 17.07.  GOVERNING LAW..................................114
         SECTION 17.08.  Enforcement....................................114
         SECTION 17.09.  Table of Contents, Headings and Titles.........115
         SECTION 17.10.  Use of Certain Terms; Rules of Construction....115
         SECTION 17.11.  Holidays.......................................115
         SECTION 17.12.  Third Parties..................................115
         SECTION 17.13.  Liability for Affiliates.......................115
         SECTION 17.14.  Schedules......................................116





                                                               Contents, p. 6

         APPENDIX A Certain Definitions

         SCHEDULE 1.03(c)  Conflicts
         SCHEDULE 1.03(d)  Consents
         SCHEDULE 14.01(a) Competitive Businesses









                           PUT/CALL,  REGISTRATION  RIGHTS  AND  STANDSTILL
                           AGREEMENT  dated as of January  1,  1998 by
                           and  among   MARATHON  OIL   COMPANY,   an  Ohio
                           corporation  ("Marathon"),  USX  CORPORATION,  a
                           Delaware  corporation  ("USX"),  ASHLAND INC., a
                           Kentucky corporation  ("Ashland"),  and MARATHON
                           ASHLAND   PETROLEUM  LLC,  a  Delaware   limited
                           liability company (the "Company").


                           Preliminary Statement

                  WHEREAS Marathon and Ashland have previously entered into
a Master Formation Agreement dated as of December 12, 1997, relating to the
formation of the Company,  which will own and operate certain of Marathon's
and  Ashland's  respective  petroleum  supply,  refining,   marketing,  and
transportation businesses;

                  WHEREAS Marathon and Ashland have previously entered into
an Asset Transfer and Contribution Agreement dated as of December 12, 1997,
pursuant to which,  among other things,  Marathon and Ashland will transfer
their respective Businesses (as defined below) to the Company;

                  WHEREAS Marathon, USX and Ashland have previously entered
into a Parent Agreement dated as of December 12, 1997;

                  WHEREAS  Marathon  and Ashland  have  entered into an LLC
Agreement  dated as of the date hereof in order to establish the rights and
responsibilities of each of them with respect to the governance,  financing
and operation of the Company;

                  WHEREAS  Marathon  and  Ashland  have  agreed  that under
certain  circumstances,  Ashland will sell to Marathon  and  Marathon  will
purchase from Ashland all of Ashland's Membership Interests and the Ashland
LOOP/LOCAP  Interest (each as defined below), upon the terms and subject to
the conditions set forth herein;



                                                                          2

                  WHEREAS Marathon and Ashland have agreed that if Marathon
or Ashland elects to terminate the Term of the Company  pursuant to Section
2.03 of the LLC Agreement,  then the non-terminating  Member shall have the
right  to  purchase  from the  terminating  Member  all of the  terminating
Member's Membership Interests, upon the terms and subject to the conditions
set forth herein;

                  WHEREAS  Marathon  and USX have agreed that  Marathon and
USX will grant  Ashland  certain  registration  rights with  respect to any
Securities  (as  defined  below)  that  Marathon  or USX  issues to Ashland
pursuant to this  Agreement in connection  with the purchase by Marathon of
Ashland's Membership  Interests and the Ashland LOOP/LOCAP  Interest,  upon
the terms and subject to the conditions set forth herein;

                  WHEREAS   Marathon   and  USX  have   agreed  to  certain
restrictions  with respect to actions relating to Ashland Voting Securities
(as defined below),  upon the terms and subject to the conditions set forth
herein;

                  WHEREAS Ashland has agreed to certain  restrictions  with
respect to actions  relating to USX Voting  Securities (as defined  below),
upon the terms and subject to the conditions set forth herein; and
                  WHEREAS Marathon,  USX and Ashland have agreed to certain
restrictions with respect to certain of their business activities, upon the
terms and subject to the conditions set forth herein.


                  NOW,  THEREFORE,  the  parties  hereto  hereby  agree  as
follows:


                                 ARTICLE I

                  Certain Definitions; Adjustable Amounts;
                       Representations and Warranties

                  SECTION  1.01.  Definitions.  Defined  terms used in this
Agreement  shall have the meanings  ascribed to them by  definition in this
Agreement  or in Appendix A. In  addition,  


                                                                         3

when used herein the following terms have the following meanings:

                  "Actively  Traded  Marathon  Equity   Securities"   means
Marathon  Equity  Securities for which there is an active trading market on
the  National  Market  System  of the  NASDAQ or on a  National  Securities
Exchange during the period  commencing 30 days prior to the Closing Date or
applicable  Installment Payment Date and ending on the Closing Date or such
Installment Payment Date.

                  "Adjustable Amount" has the meaning set forth in Section 1.02.

                  "Adjustable  Amounts Notice" has the meaning set forth in
Section 1.02.

                  "Adjustment Year" has the meaning set forth in Section 1.02.

                  "Agreement" means this Put/Call, Registration Rights, and
Standstill Agreement, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

                  "Appraised Value  Determination Date" has the meaning set
forth in Section 6.01(c).

                  "Appraised  Value of the  Company"  has the  meaning  set
forth in Section 6.01(c).

                  "Ashland  Designated   Sublease   Agreements"  means  the
Ashland Sublease  Agreements  attached as Exhibits L-1, L-2, L-3 and L-4 to
the Asset Transfer and Contribution Agreement.

                  "Ashland Exercise Period  Distributions"  has the meaning
set forth in Section 5.01(a)(i).

                  "Ashland LOOP/LOCAP Interest" means (i) the 4.0% interest
in LOOP LLC owned by Ashland on the date  hereof  pursuant  to the  limited
liability company agreement of LOOP LLC dated as of October 18, 1996, among
Ashland,  Marathon Pipe Line  Company,  Murphy Oil  Corporation,  Shell Oil
Company and Texaco Inc. and (ii) the 86.20 shares of common stock of LOCAP,
Inc.  owned by Ashland,  which shares on the date hereof  represent an 8.6%
interest  in  LOCAP,   Inc.;   provided  


                                                                         4

that in the event there is a  reclassification  of the LOOP, LLC membership
interests or the common  stock of LOCAP,  Inc.  into one or more  different
types or classes of securities,  the "Ashland  LOOP/LOCAP  Interest"  shall
instead include such different types or classes of securities.

                  "Ashland  LOOP/LOCAP  Irrevocable  Proxy" has the meaning
set forth in Section 9.02(e).

                  "Ashland LOOP/LOCAP  Revocable Proxy" has the meaning set
forth in Section 5.02(c).

                  "Ashland  Material Adverse Effect" means, for purposes of
Section  1.03,  either  (i) a  material  adverse  effect on the  ability of
Ashland to perform its  obligations  under this Agreement or (ii) an effect
on the business,  operations,  assets, liabilities,  results of operations,
cash flows,  condition  (financial  or otherwise) or prospects of Ashland's
Business  which results in a Loss of two million  dollars  ($2,000,000)  or
more,  or, if such Loss is not  susceptible  to being  measured in monetary
terms, is otherwise materially adverse to Ashland's Business; provided that
any such effect  relating to or  resulting  from any change in the price of
petroleum or petroleum  byproducts,  general economic  conditions or local,
regional,  national or international industry conditions (including changes
in financial or market  conditions)  shall be deemed not to  constitute  an
Ashland Material Adverse Effect.

                  "Ashland   Membership   Interests"   means  the   initial
Membership  Interests  of Ashland  on the date  hereof,  together  with any
additional Membership Interests that Ashland may hereafter acquire.

                  "Ashland Put Exercise  Date" has the meaning set forth in
Section 4.03.

                  "Ashland Put  Exercise  Notice" has the meaning set forth
in Section 4.03.

                  "Ashland  Put Price" has the meaning set forth in Section
4.01.

                  "Ashland  Put Price  Election  Date" has the  meaning set
forth in Section 4.04(b).



                                                                         5

                  "Ashland Put Price  Election  Notice" has the meaning set
forth in Section 4.04(a).

                  "Ashland  Put Right" has the meaning set forth in Section
4.01.

                  "Ashland  Representatives   Revocable  Proxies"  has  the
meaning set forth in Section 5.02(a).

                  "Ashland  Special  Termination  Right"  means the Special
Termination Right granted to Ashland pursuant to Section 2.01.

                  "Ashland  Voting  Securities"  means  the  securities  of
Ashland (i) having the power under ordinary circumstances to elect at least
a majority of the board of directors of Ashland  (whether or not any senior
class of stock  has  voting  power by reason  of any  contingency)  or (ii)
convertible into or exchangeable for securities of Ashland having the power
under ordinary  circumstances  to elect at least a majority of the board of
directors  of Ashland  (whether or not any senior class of stock has voting
power by reason of any contingency).

                  "Average Annual Level" means for any twelve-month  period
ending on December 31 of any calendar year, the average of the level of the
Price Index  ascertained  by adding the twelve  monthly levels of the Price
Index during such twelve-month period and dividing the total by twelve.

                  "Base Level" has the meaning set forth in the LLC Agreement.

                  "Base   Rate"   means   a  rate   of   interest   closely
approximating  that of  comparable  term  senior  debt  securities  or debt
obligations  priced to trade at par issued by USX or issued by Marathon and
fully guaranteed by USX, or issued by a firm of comparable credit standing.

                  "Blackout  Period"  has the  meaning set forth in Section
10.01(b).

                  "Bulge   Bracket   Investment   Banking  Firm"  means  an
investment  banking  firm that is  listed  as one of the top 10  investment
banking  firms for all  domestic  equity  issues in terms of the  aggregate
dollar  amount of such issues (with full credit given to the lead  manager)
as  reported  in the  


                                                                         6

latest issue of Investment  Dealers' Digest or a publication (or otherwise)
of similar  national repute which provides  rankings of investment  banking
firms by size of domestic issues.

                  "Bulk  Motor Oil  Business"  has the meaning set forth in
Section 14.03(h).

                  "Cash"  means  United  States   dollars  or   immediately
available funds in United States dollars.

                  "Closing" has the meaning set forth in Section 9.01(a).

                  "Closing Date" has the meaning set forth in Section 9.01(a).

                  "Commission" means the Securities and Exchange Commission
or any successor agency having jurisdiction under the Securities Act.

                  "Company Competitive  Business" has the meaning set forth
in Section 14.01(a).

                  "Company Competitive Business Assets" has the meaning set
forth in Section 14.01(d).

                  "Company  Competitive  Third  Party" has the  meaning set
forth in Section 14.01(d).

                  "Company  Material Adverse Effect" means, for purposes of
Section 1.03, an effect on the business,  operations,  assets, liabilities,
results of operations,  cash flows,  condition  (financial or otherwise) or
prospects of the Company's  Business which results in a Loss of two million
dollars  ($2,000,000) or more, or, if such Loss is not susceptible to being
measured  in  monetary  terms,  is  otherwise  materially  adverse  to  the
Company's Business;  provided that any such effect relating to or resulting
from any change in the price of petroleum or petroleum byproducts,  general
economic conditions or local, regional,  national or international industry
conditions  (including  changes in financial or market conditions) shall be
deemed not to constitute a Company Material Adverse Effect.

                  "Competitive Business Purchase Price" has the meaning set
forth in Section  14.04. 



                                                                         7

                   "Confidential  Information"  has the  meaning set
forth in Section 14.02(b).

                  "Confidentiality  Agreement" has the meaning set forth in
Section 14.02(b).

                  "Delayed  Closing  Date"  has the  meaning  set  forth in
Section 9.03(b).

                  "Delayed  Closing Date  Interest  Period" has the meaning
set forth in Section 9.03(b).

                  "Delayed  Installment  Payment  Date" has the meaning set
forth in Section 9.06.

                  "Delayed  Installment  Payment Date Interest  Period" has
the meaning set forth in Section 9.06.

                  "Demand  Registration"  has  the  meaning  set  forth  in
Section 10.01(a).

                  "Designated   Sublease   Agreements"  means  the  Ashland
Designated Sublease Agreements and the
Marathon Designated Sublease Agreements.

                  "Disclosing  Party" has the  meaning set forth in Section
14.02(b).

                  "Dispute" has the meaning set forth in Section 16.01.

                  "Dispute Notice" has the meaning set forth in Section 16.02.

                  "Distributable Cash" has the meaning set forth in the LLC
Agreement.

                  "Escrow  Account"  has the  meaning  set forth in Section
5.01(a)(ii)(B).

                  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  "Exercise  Date" means the Special  Termination  Exercise
Date,  the Marathon Call Exercise Date or the Ashland Put Exercise Date, as
applicable.


                                                                         8

                  "Exercise  Period  Distributions"  means Ashland Exercise
Period  Distributions  or  Marathon  Exercise  Period   Distributions,   as
applicable.

                  "Fair Market  Value" has the meaning set forth in Section
7.01.


                  "14.01(d) Presentation Meeting" has the meaning set forth
in Section 14.01(d).

                  "14.01(d)  Scheduled  Closing  Date" has the  meaning set
forth in Section 14.01(d).

                  "14.03(d)  Offer  Notice"  has the  meaning  set forth in
Section 14.03(d).

                  "14.03(d)  Purchase  Election Notice" has the meaning set
forth on Section 14.03(d).

                  "14.03(d)  Scheduled  Closing  Date" has the  meaning set
forth in Section 14.03(d).

                  "14.03(f)  Offer  Notice"  has the  meaning  set forth in
Section 14.03(f)(i).

                  "14.03(f)  Purchase  Election Notice" has the meaning set
forth in Section 14.03(f)(i).

                  "14.04  Appraisal  Process  Commencement  Date"  has  the
meaning set forth in Section 14.04.

                  "14.04  Appraisal  Report"  has the  meaning set forth in
Section 14.04.

                  "14.04 Initial  Opinion Values" has the meaning set forth
in Section 14.04.

                  "14.04 Subsequent  Appraisal Process  Commencement  Date"
has the meaning set forth in Section 14.04.

                  "14.04 Third Opinion  Value" has the meaning set forth in
Section 14.04.

                  "Fully  Distributed  Sale" has the  meaning  set forth in
Section 8.04.


                                                                         9

                  "Holding Period" has the meaning set forth in Section 8.03.

                  "Installment  Payment"  has  the  meaning  set  forth  in
Section 4.02(b).

                  "Installment Payment Date" means a Scheduled  Installment
Payment Date or a Delayed Installment Payment Date, as applicable.

                  "Investment  Grade  Rating"  means  a  rating  of BBB- or
higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating
by S&P and Moody's.

                  "Issuer" has the meaning set forth in Section 10.01(a).

                  "Issuer  Material  Adverse  Effect"  means  either  (i) a
material  adverse  effect  on the  ability  of the  Issuer to  perform  its
obligations  under this Agreement or (ii) a material  adverse effect on the
business,  operations,  assets,  liabilities,  results of operations,  cash
flows,  condition  (financial  or otherwise) or prospects of the Issuer and
its subsidiaries, taken as a whole; provided, however, that any such effect
relating  to or  resulting  from any  change in the price of  petroleum  or
petroleum  byproducts,  general  economic  conditions  or local,  regional,
national  or  international   industry  conditions  (including  changes  in
financial or market  conditions)  or any change in  applicable  tax laws or
regulations  shall be deemed not to constitute an Issuer  Material  Adverse
Effect.

                  "LIBOR Rate" means,  for any one-month  period or portion
thereof,  the per annum rate  (rounded to the  nearest  1/10,000 of 1%) for
U.S. dollar  deposits for such one-month  period which appears on Bloomberg
Page DG522a  Equity GPGX as of 11:00 a.m.  London time on the second London
business day preceding the first day of such one-month  period.  "Bloomberg
Page DG522a Equity GPGX" means the display page  designated  "DG522a Equity
GPGX" on the Bloomberg,  L.P.  quotation  service (or  replacement  page or
successor service for displaying comparable rates).

                  "Losses" has the meaning set forth in Section 10.04.


                                                                         10

                  "Long Term Debt"  means  Indebtedness  with a maturity of
one year or longer.

                  "Maralube  Express Business" has the meaning set forth in
Section 14.03(d)(i).

                  "Marathon  Call Exercise  Date" has the meaning set forth
in Section 3.03.

                  "Marathon Call Exercise Notice" has the meaning set forth
in Section 3.03.

                  "Marathon  Call  Price"  has the  meaning  set  forth  in
Section 3.01.

                  "Marathon  Call  Right"  has the  meaning  set  forth  in
Section 3.01.

                  "Marathon Debt  Securities"  has the meaning set forth in
Section 8.01.

                  "Marathon   Designated  Sublease  Agreements"  means  the
Marathon Sublease  Agreements  attached as Exhibits E-1, E-2 and E-3 to the
Asset Transfer and Contribution Agreement.

                  "Marathon Equity  Securities"  means any of (i) the class
of common stock of USX designated as USX-Marathon  Group Common Stock,  par
value  $1.00  per  share,  (ii) the class of common  equity  securities  of
Marathon or, if USX has  transferred  all of the assets and  liabilities of
the Marathon Group to a Marathon Group  Subsidiary (as such term is defined
in the  Certificate  of  Incorporation  of USX) pursuant to Section 2(a) of
Division I of Article Fourth of the Certificate of Incorporation of USX and
the Board of  Directors  of USX has  declared  that all of the  outstanding
shares of USX-Marathon Group Common Stock be exchanged for shares of common
stock of the Marathon  Group  Subsidiary,  the Marathon  Group  Subsidiary;
provided,  that so long as  Marathon  shall be a  subsidiary  of USX,  such
common equity  securities shall constitute  Marathon Equity Securities only
if such class accounts for USX's primary ownership interest in Marathon, or
(iii) the common  equity  securities  of USX (but only if a single class of
common  equity  securities  of USX  exists),  in each  case (1)  registered
pursuant  to  Section  12 of the  Exchange  Act and (2)  issued to  Ashland
pursuant  to  Section  4.02(c);  provided  that  in the  event  there  is a


                                                                         11

reclassification  of any of the foregoing  classes of common stock into one
or  more  different  types  or  classes  of  securities,  "Marathon  Equity
Securities"  shall  instead  include  such  different  types or  classes of
securities.

                  "Marathon Exercise Period Distributions" has the meanings
set forth in Section 5.01(b)(i).

                  "Marathon Material Adverse Effect" means, for purposes of
Section  1.03,  either  (i) a  material  adverse  effect on the  ability of
Marathon to perform its obligations  under this Agreement or (ii) an effect
on the business,  operations,  assets, liabilities,  results of operations,
cash flows,  condition  (financial or otherwise) or prospects of Marathon's
Business  which results in a Loss of two million  dollars  ($2,000,000)  or
more,  or, if such Loss is not  susceptible  to being  measured in monetary
terms, is otherwise  materially  adverse to Marathon's  Business;  provided
that any such effect  relating to or resulting from any change in the price
of petroleum or petroleum byproducts, general economic conditions or local,
regional,  national or international industry conditions (including changes
in  financial  or market  conditions)  shall be deemed not to  constitute a
Marathon Material Adverse Effect.

                  "Marathon   Membership   Interests"   means  the  initial
Membership  Interests  of Marathon on the date  hereof,  together  with any
additional Membership Interests that Marathon may hereafter acquire.

                  "Marathon  Representatives  Revocable  Proxies"  has  the
meaning set forth in Section 5.02(b).

                  "Marathon  Special  Termination  Right" means the Special
Termination Right granted to Marathon pursuant to Section 2.01.

                  "Market  Value of the  Company" has the meaning set forth
in Section 6.01(c).

                  "Maximum  Offering  Size"  has the  meaning  set forth in
Section 10.01(e).

                  "Mid-Level Employee" has the meaning set forth in Section
14.02(a)(ii).


                                                                         12

                  "Minimum  Lube Oil  Purchase  Amount" has the meaning set
forth in Section 14.03(h).

                  "Moody's"  means Moody's  Investors  Service Inc. and any
successor thereto.

                  "National   Securities   Exchange"   means  a  securities
exchange  registered as a national  securities  exchange under Section 6 of
the Exchange Act.

                  "9.04(b) Post-Scheduled Closing Date Distribution Amount"
has the meaning set forth in Section 9.04(b).

                  "9.08(b) Post-Scheduled Closing Date Distribution Amount"
has the meaning set forth in Section 9.08(b).

                  "Non-Terminating  Member"  has the  meaning  set forth in
Section 2.01(a).

                  "Offering   Memorandum"  means  any  offering  memorandum
prepared in  connection  with a sale of  Securities  effected in accordance
with  Section 4(2) or Rule 144A under the  Securities  Act,  including  all
amendments  and  supplements  to such  offering  memorandum,  all  exhibits
thereto  and all  materials  incorporated  by  reference  in such  offering
memorandum.

                  "Other  Holders"  has the  meaning  set forth in  Section
10.01(e).

                  "Packaged  Motor Oil  Business" has the meaning set forth
in Section 14.03(h).

                  "Percentage  Interest"  has the  meaning set forth in the
LLC Agreement.

                  "Permitted  Investments" means any of the following:  (i)
any investment in direct obligations of the United States of America or any
agency thereof or obligations Guaranteed by the United States of America or
any agency thereof; (ii) investments in time deposit accounts, certificates
of deposit and money market  deposits  maturing within 180 days of the date
of acquisition thereof issued by a bank or trust company which is organized
under the laws of the United  States of America,  any state  thereof or any
foreign country  recognized by the United States of America having capital,
surplus and undivided profits 


                                                                         13

aggregating in excess of $250,000,000 (or the foreign  currency  equivalent
thereof)  and whose  Long Term debt is rated "A" (or  higher) by Moody's or
S&P; (iii) repurchase agreements having terms of not more than 30 days that
are (A)  collateralized by underlying  securities of the types described in
clause (i) above having a fair market value at the time the Company  enters
into such repurchase agreements of at least 102% of the principal amount of
such  repurchase  agreements  and (B) entered  into with a bank meeting the
qualifications   described  in  clause  (ii)  above;  (iv)  investments  in
commercial  paper,  maturing  not  more  than 90  days  after  the  date of
acquisition, issued by a corporation (other than an Affiliate of any of the
parties  hereto)  organized  and in existence  under the laws of the United
States of America,  any state thereof or any foreign country  recognized by
the  United  States  of  America  with a rating at the time as of which any
investment  therein is made of both "P-1" (or higher)  according to Moody's
and "A-1" (or higher)  according to S&P; and (v)  investments in securities
with  maturities of six months or less from the date of acquisition  issued
or fully  guaranteed by any state,  commonwealth or territory of the United
States of America,  or by any  political  subdivision  or taxing  authority
thereof, and rated at least "A" by S&P or "A" by Moody's.

                  "Price Index" has the meaning set forth in the LLC Agreement.

                  "Private  Label  Packaged  Motor  Oil  Business"  has the
meaning set forth in Section 14.03(h).

                  "Qualifying Public Offering" has the meaning set forth in
Section 8.04.

                  "Quick  Lube  Business"  has the  meaning  set  forth  in
Section 14.03(h).

                  "Registration Statement" means any registration statement
under the Securities  Act which permits the public  offering of Securities,
including the prospectus  included therein,  all amendments and supplements
to such  registration  statement or  prospectus,  including  post-effective
amendments,   all  exhibits  thereto  and  all  materials  incorporated  by
reference in such registration statement.

                  "Representatives"  has the  meaning  set forth in Section
14.02(b). 


                                                                         14

                  "Response" has the meaning set forth in Section 16.02.

                  "Required  Disclosure"  has  the  meaning  set  forth  in
Section 7.03(a).

                  "Required  Disclosure  Date" has the meaning set forth in
Section 7.03(a).

                  "Scheduled  Closing  Date" has the  meaning  set forth in
Section 9.01(a).

                  "Scheduled  Installment Payment Date" has the meaning set
forth in Section 4.02(b).

                  "Securities"   means  Marathon  Debt  Securities   and/or
Marathon Equity Securities.

                  "Securities Act" means the Securities Act of 1933.

                  "Securities  Document"  has  the  meaning  set  forth  in
Section 8.02.

                  "Senior  Employee"  has the  meaning set forth in Section
14.02(a)(ii).

                  "S&P"  means  Standard  &  Poor's   Corporation  and  any
successor thereto.

                  "7.03(b)  Appraisal  Process  Commencement  Date" has the
meaning set forth in Section 7.03(b).

                  "7.03(b)  Appraisal  Report" has the meaning set forth in
Section 7.03(b).

                  "7.03(b)  Discount  Amount"  has the meaning set forth in
Section 7.03(b).

                  "7.03(b)  Initial  Opinion  Values"  has the  meaning set
forth in Section 7.03(b).

                  "7.03(b) Subsequent  Appraisal Process Commencement Date"
has the meaning set forth in Section 7.03(b).

                  "7.03(b)  Third Opinion  Value" has the meaning set forth
in Section 7.03(b).


                                                                         15

                  "7.04  Appraisal  Process   Commencement  Date"  has  the
meaning set forth in Section 7.04(b).

                  "7.04  Appraisal  Report"  has the  meaning  set forth in
Section 7.04(b).

                  "7.04  Discount  Amount"  has the  meaning  set  forth in
Section 7.04(b).

                  "7.04 Initial  Opinion  Values" has the meaning set forth
in Section 7.04(b).

                  "7.04 Subsequent Appraisal Process Commencement Date" has
the meaning set forth in Section 7.04(b).

                  "7.04 Third  Opinion  Value" has the meaning set forth in
Section 7.04(b).

                  "6.01  Appraisal  Process   Commencement  Date"  has  the
meaning set forth in Section 6.01(b).

                  "6.01  Appraisal  Report"  has the  meaning  set forth in
Section 6.01(b).

                  "6.01 Initial  Opinion  Values" has the meaning set forth
in Section 6.01(b).

                  "6.01 Subsequent Appraisal Process Commencement Date" has
the meaning set forth in Section 6.01(b).

                  "6.01 Third  Opinion  Value" has the meaning set forth in
Section 6.01(b).

                  "Special  Termination  Exercise Date" has the meaning set
forth in Section 2.03.

                  "Special Termination Exercise Notice" has the meaning set
forth in Section 2.03.

                  "Special  Termination Price" has the meaning set forth in
Section 2.01(a).

                  "Special  Termination Right" has the meaning set forth in
Section 2.01(a).

                  "Tax  Liability"  has the  meaning  set  forth in the LLC
Agreement.  


                                                                         16

                  "Tax    Liability    Distributions"    means   the   cash
distributions to which a Member is entitled  pursuant to Section 5.01(a) of
the LLC Agreement.

                  "Terminating Member" has the meaning set forth in Section
2.01(a).

                  "Terminating  Member's  Membership  Interests"  means, if
Ashland is the Terminating Member, the Ashland Membership Interests and, if
Marathon is the Terminating Member, the Marathon Membership Interests.

                  "Terminating  Member's  Percentage  Interest"  means,  if
Ashland is the Terminating  Member, the Ashland Percentage Interest and, if
Marathon is the Terminating Member, the Marathon Percentage Interest.

                  "Termination Notice" has the meaning set forth in Section
2.01(a).

                  "Trading  Day"  means any day on which the New York Stock
Exchange is open for business.

                  "Underwritten  Public  Offering"  means  an  underwritten
public  offering  of  Securities  pursuant  to  an  effective  Registration
Statement under the Securities Act.

                  "USX  Material  Adverse  Effect"  means,  for purposes of
Section  1.03, a material  adverse  effect on the ability of USX to perform
its obligations under this Agreement.

                  "USX Voting  Securities"  means the securities of USX (i)
having the power under ordinary  circumstances to elect at least a majority
of the board of  directors of USX (whether or not any senior class of stock
has voting power by reason of any  contingency) or (ii) convertible into or
exchangeable  for  securities  of  USX  having  the  power  under  ordinary
circumstances to elect at least a majority of the board of directors of USX
(whether or not any senior class of stock has voting power by reason of any
contingency); provided, that each class of common equity securities of USX,
and any securities of USX  convertible  into or  exchangeable  for any such
class,  shall constitute USX Voting  Securities  regardless of whether such
class  has the  power  under  ordinary  circumstances  to  elect at least a
majority of the board of directors of USX.


                                                                         17

                  "Valvoline" has the meaning set forth in Section 14.03(h).

                  "Valvoline Business" has the meaning set forth in Section
14.03(h).

                  "Valvoline  Competitive  Business Assets" has the meaning
set forth in Section 14.03(d).

                  "Valvoline  Competitive  Third Party" has the meaning set
forth in Section 14.03(d).

                  "Weighted  Average  Price" has the  meaning  set forth in
Section 7.03(a).

                  SECTION  1.02.   Adjustable   Amounts.   Within  30  days
following the date on which the United States Department of Labor Bureau of
Labor  Statistics for all Urban Areas publishes the Price Index for (a) the
month of December,  2002 and (b) thereafter,  the month of December in each
five  year  anniversary  of the year 2002 (the year 2002 and each such five
year anniversary being an "Adjustment  Year"),  the Company shall determine
whether the Average Annual Level for the applicable Adjustment Year exceeds
the Base Level. If the Company determines that the Average Annual Level for
such  Adjustment  Year  exceeds  the Base  Level,  then the  Company  shall
increase or decrease each of the following  amounts  (each,  an "Adjustable
Amount") to an amount  calculated by  multiplying  the relevant  Adjustable
Amount by a fraction  whose  numerator is the Average Annual Level for such
Adjustment  Year  and  whose  denominator  is the Base  Level:  (i) the two
million dollars ($2,000,000) amount set forth in the definition of "Ashland
Material Adverse Effect";  (ii) the two million dollars ($2,000,000) amount
set forth in the definition of "Company Material Adverse Effect"; (iii) the
two million  dollars  ($2,000,000)  amount set forth in the  definition  of
"Marathon Material Adverse Effect";  (iv) the $250 million amount set forth
in clause (ii) of the  definition  of  "Permitted  Investments"  in Section
1.01; and (v) the $100 million and $25 million amounts set forth in Section
10.01(a);  provided  that  in no  event  shall  any  Adjustable  Amount  be
decreased  below the initial amount  thereof set forth herein.  Within five
Business  Days  after  making  such   determinations,   the  Company  shall
distribute to each Member a notice (an "Adjustable Amounts Notice") setting
forth: (A) the amount by which the Average Annual Level for such Adjustment
Year exceeded the 


                                                                         18

Base  Level  and  (B)  the  calculations  of any  adjustments  made  to the
Adjustable  Amounts  pursuant to this Section 1.02. Any adjustment  made to
the Adjustable  Amounts pursuant to this Section 1.02 shall be effective as
of the date on which  the  Company  delivers  to the  Members  the  related
Adjustable Amounts Notice.

                  SECTION 1.03.  Representations  and  Warranties.  Each of
Marathon and USX represents and warrants to Ashland, and Ashland represents
and  warrants  to each of  Marathon  and USX,  in each  case as of the date
hereof and will be  required  to  represent  and  warrant as of any Closing
Date, as follows:

                  (a) Due  Organization,  Good Standing and Power.  It is a
         corporation duly organized,  validly existing and in good standing
         under the laws of the jurisdiction of its  incorporation  with the
         power and  authority  to own,  lease and operate its assets and to
         conduct the  business  now being or to be  conducted  by it. It is
         duly authorized, qualified or licensed to do business as a foreign
         corporation or other  organization in good standing in each of the
         jurisdictions  in which its right,  title or interest in or to any
         of the assets held by it or the business  conducted by it requires
         such authorization,  qualification or licensing,  except where the
         failure  to be  so  authorized,  qualified,  licensed  or in  good
         standing  would not have and would not  reasonably  be expected to
         have,  individually  or in  the  aggregate,  a  Marathon  Material
         Adverse  Effect,  a USX  Material  Adverse  Effect  or an  Ashland
         Material Adverse Effect,  as the case may be. It has all requisite
         power and  authority to enter into this  Agreement  and to perform
         its obligations hereunder.

                  (b)  Authorization   and  Validity  of  Agreements.   The
         execution   and  delivery  by  it  of  this   Agreement   and  the
         consummation by it of the  transactions  contemplated  hereby have
         been duly  authorized  and approved by all necessary  corporate or
         other action on its part.  This  Agreement  has been duly executed
         and  delivered  by it.  This  Agreement  is its  legal,  valid and
         binding obligation,  enforceable against it in accordance with its
         terms.

                  (c) Lack of  Conflicts.  Except as set forth on  Schedule
         1.03(c) to the  Marathon,  USX or Ashland  Put/Call,  Registration
         Rights and Standstill  Disclosure  


                                                                         19

         Letter, as applicable, neither the execution and delivery by it of
         this  Agreement  nor the  consummation  by it of the  transactions
         contemplated  hereby does or will (i) conflict  with, or result in
         the breach of any  provision of, its charter or by-laws or similar
         governing or organizational  documents or any of its subsidiaries,
         (ii)  violate  any  Applicable  Law or any permit,  order,  award,
         injunction,  decree  or  judgment  of any  Governmental  Authority
         applicable to or binding upon it or any of its  subsidiaries or to
         which any of their  respective  properties  or assets is  subject,
         (iii)   violate,   conflict  with  or  result  in  the  breach  or
         termination  of, or  otherwise  give any other person the right to
         terminate,  or  constitute  a  default,  an event of default or an
         event which with notice, lapse of time or both, would constitute a
         default or an event of default  under the terms of, any  mortgage,
         indenture, deed of trust or lease or other agreement or instrument
         to which it or any of its  subsidiaries is a party or by which any
         of their respective  properties or assets is subject,  except,  in
         the case of clauses (ii) or (iii), for such violations, conflicts,
         breaches, terminations and defaults which would not have and would
         not  reasonably  be  expected  to have,  individually,  a  Company
         Material Adverse Effect.

                  (d) No Consents.  Except as set forth on Schedule 1.03(d)
         to the Marathon, USX or Ashland Put/Call,  Registration Rights and
         Standstill  Disclosure  Letter,  as  applicable,  no  Governmental
         Approval or other  consent is required by it for the execution and
         delivery by it of this  Agreement or for the  consummation  of the
         transactions  contemplated hereby except (a) for such Governmental
         Approvals  or  other   consents  as  have  been  obtained  or  are
         contemplated  hereby to be obtained after Closing or (b) where the
         failure to obtain such  Governmental  Approvals or other  consents
         would not have and  would  not  reasonably  be  expected  to have,
         individually, a Company Material Adverse Effect.




                                                                         20

                                 ARTICLE II

                         Special Termination Right

                  SECTION 2.01.  Special  Termination Right. (a) If Ashland
or Marathon (the  "Terminating  Member")  notifies the Board of Managers of
the Company and the other Member (the "Non-Terminating  Member") in writing
pursuant to Section  2.03 of the LLC  Agreement  that it wants to terminate
the term of the  Company at the end of the Initial  Term or any  succeeding
10-year  period  (any such  notice  being a  "Termination  Notice"),  then,
subject to  Section  2.01(b),  the  Non-Terminating  Member  shall have the
right,  exercisable  at any time during the 180-day  period  following  its
receipt from the Terminating  Member of a Termination  Notice,  to purchase
from the  Terminating  Member on the  Scheduled  Closing Date (the "Special
Termination Right"), and the Terminating Member shall thereupon be required
to sell to the Non-Terminating Member on the Scheduled Closing Date, all of
its  Membership  Interests  and, in the  circumstance  where Ashland is the
Terminating  Member,  the Ashland  LOOP/LOCAP  Interest,  for an  aggregate
amount equal to the purchase  price (the "Special  Termination  Price") set
forth in Section 2.02(a), plus interest on the Special Termination Price at
a rate per annum equal to the Base Rate,  with daily  accrual of  interest,
for the period  commencing  on the Special  Termination  Exercise  Date and
ending on the Scheduled  Closing Date. The Special  Termination Right shall
automatically terminate at the close of business on the 180th day following
the  Non-Terminating  Member's  receipt  of a  Termination  Notice,  unless
previously  exercised by the Non-Terminating  Member in accordance with the
provisions of Section 2.03.

                  (b) Notwithstanding anything to the contrary contained in
Section 2.01(a),  if Marathon and Ashland each deliver a Terminating Notice
to the Board of Managers of the Company and the other Member,  then neither
Marathon nor Ashland shall have a Special Termination Right.

                  SECTION 2.02. Special  Termination Price. (a) Amount. The
Special  Termination  Price shall be an amount  equal to the product of (i)
100%  of the  Appraised  Value  of  the  Company  multiplied  by  (ii)  the
Terminating Member's Percentage Interest.



                                                                         21

                  (b) Timing of Payment.  The Non-Terminating  Member shall
pay the entire Special  Termination  Price,  together with accrued interest
calculated as set forth in Section 2.01, on the Scheduled Closing Date.

                  (c) Form of  Consideration.  The  Non-Terminating  Member
shall pay the Special Termination Price, and all accrued interest, in Cash.

                  SECTION  2.03.  Method of Exercise.  The  Non-Terminating
Member shall  exercise its Special  Termination  Right by delivering to the
Terminating  Member a notice of such  exercise  (the  "Special  Termination
Exercise  Notice").  The date of the  Terminating  Member's  receipt of the
Special  Termination  Exercise Notice shall be deemed to be the date of the
Non-Terminating  Member's  exercise of its Special  Termination  Right (the
"Special  Termination  Exercise Date") and, except as expressly provided in
Sections  9.08(a) and 9.09, the  Non-Terminating  Member's  exercise of its
Special Termination Right shall thereafter be irrevocable.


                                ARTICLE III

                            Marathon Call Right

                  SECTION  3.01.  Marathon  Call Right.  Subject to Section
3.04, at any time on and after  December 31, 2004,  Marathon shall have the
right to purchase from Ashland on the Scheduled Closing Date (the "Marathon
Call Right"),  and Ashland shall  thereupon be required to sell to Marathon
on the Scheduled  Closing Date, all of Ashland's  Membership  Interests and
the Ashland  LOOP/LOCAP  Interest,  for an  aggregate  amount  equal to the
purchase price (the  "Marathon  Call Price") set forth in Section  3.02(a),
plus  interest on the Marathon  Call Price at a rate per annum equal to the
Base Rate, with daily accrual of interest, for the period commencing on the
Marathon Call Exercise Date and ending on the Scheduled Closing Date.

                  SECTION  3.02.  Marathon  Call  Price.  (a)  Amount.  The
Marathon  Call Price shall be an amount equal to the product of (i) 115% of
the Appraised Value of the Company multiplied by (ii) Ashland's  Percentage
Interest.



                                                                         22

                  (b)  Timing of  Payment.  Marathon  shall pay the  entire
Marathon Call Price, together with accrued interest calculated as set forth
in Section 3.01, on the Scheduled Closing Date.

                  (c)  Form  of  Consideration.   Marathon  shall  pay  the
Marathon Call Price, and all accrued interest, in Cash.

                  SECTION 3.03. Method of Exercise. Marathon shall exercise
its Marathon  Call Right by delivering to Ashland a notice of such exercise
(the "Marathon Call Exercise Notice"). The date of Ashland's receipt of the
Marathon Call Exercise  Notice shall be deemed to be the date of Marathon's
exercise of its Marathon Call Right (the  "Marathon  Call  Exercise  Date")
and, except as expressly  provided in Sections  9.03(a),  9.04(a) and 9.05,
Marathon's  exercise  of  its  Marathon  Call  Right  shall  thereafter  be
irrevocable.

                  SECTION  3.04.   Limitation  on  Marathon's   Ability  To
Exercise its Marathon  Call Right.  If prior to the Marathon  Call Exercise
Date, Ashland elects to Transfer its Membership  Interests to a third party
pursuant  to  Section  10.01(c)  of the LLC  Agreement,  and in  connection
therewith  delivers to Marathon  the  requisite  Offer  Notice  pursuant to
Section  10.04 of the LLC  Agreement,  Marathon  shall not be  permitted to
exercise its  Marathon  Call Right for a period  commencing  on the date of
Marathon's  receipt of such Offer  Notice and ending on the earliest of (i)
120 days  (or 270  days if a  second  request  has  been  made  under  HSR)
following such receipt,  (ii) the closing of such  Transfer,  and (iii) the
date such proposed  Transfer by Ashland shall have been finally  abandoned.
After such period, Marathon shall be entitled to exercise its Marathon Call
Right.


                                 ARTICLE IV

                             Ashland Put Right

                  SECTION 4.01. Ashland Put Right. Subject to Section 4.05,
at any time after  December 31, 2004,  Ashland shall have the right to sell
to Marathon on the Scheduled  Closing Date (the  "Ashland Put Right"),  and
Marathon  shall  thereupon  be  required to  purchase  from  Ashland on the
Scheduled  Closing  Date,  all of Ashland's  Membership  Interests  and the
Ashland LOOP/LOCAP Interest,  for an 


                                                                         23

aggregate  amount equal to the purchase price (the "Ashland Put Price") set
forth in Section  4.02,  plus interest on the Ashland Put Price (or, in the
event that  Marathon  elects to pay the Ashland Put Price in  installments,
any unpaid  portion of the  Ashland Put Price) at a rate per annum equal to
the Base Rate, with daily accrual of interest, for the period commencing on
the Ashland Put Exercise Date and ending on the Scheduled Closing Date (or,
in the  event  that  Marathon  elects  to pay  the  Ashland  Put  Price  in
installments, on the applicable Scheduled Installment Payment Date).

                  SECTION 4.02.  Ashland Put Price. (a) Amount. The Ashland
Put Price  shall be an amount  equal to the sum of (i) for that  portion of
the  Ashland  Put Price to be paid to Ashland in Cash or in  Marathon  Debt
Securities,  an amount  equal to the  product  of (x) 85% of the  Appraised
Value  of the  Company  multiplied  by (y)  Ashland's  Percentage  Interest
multiplied  by (z) the  percentage  of the  Ashland Put Price to be paid to
Ashland in Cash  and/or in  Marathon  Debt  Securities,  plus (ii) for that
portion of the Ashland  Put Price to be paid to Ashland in Marathon  Equity
Securities,  an amount  equal to the  product  of (x) 90% of the  Appraised
Value  of the  Company  multiplied  by (y)  Ashland's  Percentage  Interest
multiplied  by (z) the  percentage  of the  Ashland Put Price to be paid to
Ashland in Marathon Equity Securities.

                  (b)  Timing  of  Payment.  Subject  to  Section  4.02(d),
Marathon  shall have the right to elect,  by  specifying in the Ashland Put
Price  Election  Notice,  to (i) pay the  entire  Ashland  Put Price on the
Scheduled  Closing  Date or (ii) pay the  Ashland  Put Price in three equal
installments (each an "Installment Payment"), in either case, together with
accrued  interest  calculated  as set forth in Section  4.01.  If  Marathon
elects to pay the Ashland  Put Price in  installments,  Marathon  shall pay
Ashland (x) the first  Installment  Payment on the Scheduled  Closing Date;
(y)  the  second  Installment  Payment  on  the  first  anniversary  of the
Scheduled Closing Date; and (z) the third Installment Payment on the second
anniversary  of  the  Scheduled  Closing  Date  (each  such  date  being  a
"Scheduled  Installment Payment Date"), in each case, together with accrued
interest calculated as set forth in Section 4.01.

                  (c) Form of  Consideration.  Subject to Section  4.02(d),
Marathon  shall have the right to elect,  by  specifying  in an Ashland Put
Price Election Notice, to pay 


                                                                         24

the Ashland Put Price (i) entirely in Cash or (ii) in a combination of Cash
and Securities; provided that at least 50% of the Ashland Put Price (and at
least  50%  of  each  Installment  Payment  if  Marathon  elects  to pay in
installments) shall consist of Cash; provided further,  that the sum of (x)
the Fair Market  Value of any  Securities  issued to Ashland on the Closing
Date (or on any Installment  Payment Date) plus (y) the amount of Cash paid
to Ashland on the Closing  Date (or on such  Installment  Payment  Date) in
respect of the Ashland Put Price,  in each case  exclusive  of any interest
paid  thereon,  shall  equal  the  Ashland  Put  Price  (or the  applicable
Installment Payment); and provided further, that in no event shall Marathon
or USX issue to Ashland an amount of Marathon Equity  Securities that would
cause  Ashland to own,  directly  or  indirectly,  at the Closing or on any
Scheduled  Installment  Payment  Date in the  aggregate  10% or more of the
number of shares  of such  class of  Marathon  Equity  Securities  that are
outstanding on the Closing Date and are publicly held (it being  understood
and agreed that for  purposes of this Section  4.02(c),  any shares of such
class of Marathon Equity Securities that are either held by Marathon or any
of its  Affiliates  or subject to  restrictions  on  transfer  shall not be
considered publicly held). Marathon shall pay all accrued interest in Cash.

                  (d)  Consequences  of Failure to Make Certain  Elections.
Notwithstanding anything to the contrary in this Agreement:

                  (i) if  Marathon  fails to  deliver to Ashland an Ashland
         Put Price  Election  Notice within the  requisite  time period set
         forth in Section  4.04(a) or if  Marathon  delivers  to Ashland an
         Ashland  Put Price  Election  Notice  that  states that the entire
         Ashland  Put  Price  will be paid at  Closing  but does not  state
         whether  any  portion  of the  Ashland  Put Price  will be paid in
         Securities,  Marathon shall  thereafter be required to pay Ashland
         the entire Ashland Put Price in Cash on the Closing Date;

                  (ii) if Marathon delivers to Ashland an Ashland Put Price
         Election Notice pursuant to Section 4.04(a) that does not indicate
         whether  it  is   electing   to  pay  the  Ashland  Put  Price  in
         installments, Marathon shall thereafter be required to pay Ashland
         the entire Ashland Put Price on the Closing Date;



                                                                         25

                  (iii) if  Marathon  delivers  to Ashland  an Ashland  Put
         Price Election  Notice  pursuant to Section  4.04(a) that does not
         indicate the form of consideration regarding the Ashland Put Price
         (or,  if such  Ashland  Put  Price  Election  Notice  states  that
         Marathon has elected to pay the Ashland Put Price in installments,
         the first  Installment  Payment),  Marathon  shall  thereafter  be
         required  to pay  Ashland  the entire  Ashland Put Price (or first
         Installment Payment) in Cash on the Closing Date;

                  (iv) if  Marathon  has  elected in its  Ashland Put Price
         Election Notice  delivered  pursuant to Section 4.04(b) to pay the
         Ashland Put Price in installments and thereafter if Marathon fails
         to deliver to Ashland an Ashland Put Price Election  Notice within
         the  requisite  time  period set forth in Section  4.04(b) for any
         Scheduled  Installment  Payment Date, Marathon shall thereafter be
         required to pay Ashland the entire Installment  Payment in Cash on
         the applicable Installment Payment Date;

                  (v) if Marathon  elects in any Ashland Put Price Election
         Notice to issue (or to have USX issue) to Ashland  Actively Traded
         Marathon  Equity  Securities  on the Closing  Date (or  applicable
         Installment  Payment  Date) and at any time  prior to the  Closing
         Date (or such Installment Payment Date), such Securities cease for
         whatever reason to be Actively Traded Marathon Equity  Securities,
         Marathon  shall  thereafter  be required to pay Ashland the entire
         Ashland Put Price (or the applicable  Installment Payment) in Cash
         on the Closing Date (or applicable Installment Payment Date); and

                  (vi) if Marathon elects in any Ashland Put Price Election
         Notice to issue (or to have USX issue) to Ashland  Actively Traded
         Marathon  Equity  Securities  on the Closing  Date (or  applicable
         Installment  Payment Date) and Marathon  fails to give the related
         Required  Disclosure on the applicable  Required  Disclosure Date,
         Marathon shall thereafter be required to pay to Ashland the entire
         Ashland Put Price (or the applicable  Installment Payment) in Cash
         on the Closing Date (or on such Installment Payment Date).



                                                                         26

                  SECTION  4.03.  Method of Exercise.  Ashland may exercise
its Ashland Put Right by  delivering  to Marathon a notice of such exercise
(the "Ashland Put Exercise Notice").  The date of Marathon's receipt of the
Ashland Put  Exercise  Notice  shall be deemed to be the date of  Ashland's
exercise of its Ashland Put Right (the  "Ashland Put  Exercise  Date") and,
except  as  expressly  provided  in  Sections  9.03(a),  9.04(a)  and 9.05,
Ashland's   exercise  of  its  Ashland  Put  Right  shall   thereafter   be
irrevocable.

                  SECTION  4.04.  Ashland Put Price  Election  Notice.  (a)
Notice re:  Closing.  Within five Business  Days after the Appraised  Value
Determination  Date,  Marathon  shall notify  Ashland (a "Ashland Put Price
Election  Notice") as to (i) whether it elects to pay the Ashland Put Price
(A) entirely at Closing or (B) in three equal installments and (ii) whether
Marathon  elects to pay part of the Ashland Put Price or first  Installment
Payment, as applicable, at Closing in Securities,  and, if so, (A) the name
of the issuer of such Securities,  (B) the type of such Securities, (C) the
portion  of  the  Ashland  Put  Price  or  first  Installment  Payment,  as
applicable,  which will be  comprised  of such  Securities,  (D) whether it
elects to impose a Holding  Period with  respect to any of such  Securities
and (E) the length of any such Holding Period.

                  (b) Notices re:  Second and Third  Scheduled  Installment
Payment  Dates.  Within  45 days  prior  to each of the  second  and  third
Scheduled Installment Payment Dates, if applicable,  Marathon shall deliver
to Ashland  an Ashland  Put Price  Election  Notice as to whether  Marathon
elects to pay part of the  applicable  Installment  Payment in  Securities,
and, if so, (i) the name of the issuer of such Securities, (ii) the type of
Securities,  (iii) the portion of the applicable  Installment Payment which
will be  comprised of such  Securities,  (iv) whether it elects to impose a
Holding Period with respect to any of such Securities and (v) the length of
any such Holding Period.  The date of Ashland's  receipt of any Ashland Put
Price  Election  Notice is  referred  to herein as the  "Ashland  Put Price
Election Date" with respect to such Ashland Put Price Election Notice.

                  (c) Additional Information With Respect to Securities. If
Marathon  elects to pay any part of the  Ashland  Put Price in  Securities,
then in addition to the information  provided to Ashland in the Ashland Put
Price  Election  Notice  pursuant to Section  4.04(a) or 4.04(b),  


                                                                         27

Marathon shall provide Ashland and its advisors with any other  information
concerning  such  Securities  that Ashland or its  advisors may  reasonably
request.

                  (d) Irrevocability of Elections.  Marathon's elections as
set forth in an Ashland Put Price Election Notice shall be irrevocable upon
Ashland's receipt of such Ashland Put Price Election Notice;  provided that
at any time  prior  to the  date  that is ten  Business  Days  prior to the
Closing Date (or applicable  Installment  Payment Date) Marathon shall have
the right to change a  previous  election  to pay part of the  Ashland  Put
Price (or applicable  Installment  Payment) in Securities to an election to
pay a greater  portion of or the entire  Ashland  Put Price (or  applicable
Installment  Payment) in Cash, or to change a previous  election to pay the
Ashland  Put Price in  installments  to an  election  to pay the  entire or
remaining Ashland Put Price on the Closing Date (or applicable  Installment
Payment Date).

                  SECTION 4.05. Limitation on Ashland's Ability To Exercise
its Ashland Put Right. If prior to the Ashland Put Exercise Date,  Marathon
elects  to  Transfer  all of its  Membership  Interests  to a  third  party
pursuant  to  Section  10.01(c)  of the LLC  Agreement,  and in  connection
therewith  delivers  to Ashland  the  requisite  Offer  Notice  pursuant to
Section  10.04 of the LLC  Agreement,  Ashland  shall not be  permitted  to
exercise  its  Ashland  Put  Right for a period  commencing  on the date of
Ashland's receipt of such Offer Notice and ending on the earlier of (i) 120
days (270 days if a second  request has been made under HSR) following such
receipt,  (ii) the  closing  of such  Transfer,  and  (iii)  the date  such
proposed Transfer by Marathon shall have been finally abandoned. After such
period, Ashland shall be entitled to exercise its Ashland Put Right.


                                 ARTICLE V

          Termination of Certain Distributions; Revocable Proxies

                  SECTION 5.01. Termination of Certain  Distributions.  (a)
Distributions to Ashland.  (i) Subject to Sections 9.04(a),  9.05,  9.08(a)
and 9.09, in the event that  Marathon  exercises its Marathon Call Right or
its Special  Termination  Right, or in the event that Ashland exercises its
Ashland Put Right, then on the relevant 


                                                                         28

Exercise Date, Ashland shall cause each of its Representatives to authorize
Marathon's  Representatives  to cause the Company to withhold  from Ashland
all distributions of Distributable Cash and all Tax Liability Distributions
that Ashland would  otherwise be entitled to receive  pursuant to Article V
of the LLC Agreement  during the period from the relevant  Exercise Date to
the Closing Date, other than (i) all  distributions  of Distributable  Cash
and Tax Liability Distributions that are attributable to any Fiscal Quarter
that ends on or prior to the close of  business  on the  relevant  Exercise
Date, (ii) a pro rata portion of all  distributions of  Distributable  Cash
and Tax Liability  Distributions  that are attributable to the portion of a
Fiscal  Quarter that begins prior to the  relevant  Exercise  Date and that
ends after such  Exercise  Date and (iii) all Tax  Liability  Distributions
that are attributable to the period from the relevant  Exercise Date to the
Closing Date to the extent that Ashland has any Tax  Liability  during such
period ("Ashland Exercise Period Distributions").

                  (ii) Any Ashland Exercise Period  Distributions  withheld
from Ashland  pursuant to Section  5.01(a)(i)  shall be  distributed by the
Company as follows:

                  (A) if at the  time  such  distribution  is so  withheld,
         either (1) USX's Long Term Debt has an Investment Grade Rating and
         USX has agreed in writing to guarantee (which guarantee shall be a
         guarantee of payment) Marathon's  obligations to pay to Ashland in
         the circumstances set forth in Sections 9.04(a) and 9.05 (pursuant
         to  a  guarantee  agreement  in  form  and  substance   reasonably
         satisfactory  to Ashland and its counsel) or (2)  Marathon's  Long
         Term Debt has an Investment  Grade Rating,  then the Company shall
         pay  such  Ashland  Exercise  Period  Distributions   directly  to
         Marathon; and

                  (B) if at the time such distribution is so withheld,  (1)
         Marathon's Long Term Debt does not have an Investment Grade Rating
         and  (2)  either  (x)  USX's  Long  Term  Debt  does  not  have an
         Investment  Grade  Rating  or (y)  USX's  Long  Term  Debt  has an
         Investment  Grade  Rating  but USX has not  agreed in  writing  to
         guarantee  Marathon's payment obligations  described in clause (2)
         of subparagraph (A) above, then Marathon's  Representatives  shall
         cause the Company to, and the Company  shall,  deposit all Ashland
         Exercise  Period  


                                                                         29

         Distributions  into an escrow  account  to be  established  by the
         Company (the "Escrow  Account")  and to release such deposits from
         the Escrow  Account only in accordance  with this  Agreement.  All
         amounts in the Escrow  Account shall be invested only in Permitted
         Investments.

                  (b)  Distributions  to Marathon.  (i) Subject to Sections
9.08(a)  and  9.09,  in  the  event  that  Ashland  exercises  its  Special
Termination Right in accordance with the terms hereof,  then on the Special
Termination Exercise Date, Marathon shall cause each of its Representatives
to  authorize  Ashland's  Representatives  to cause the Company to withhold
from Marathon all distributions of Distributable Cash and all Tax Liability
Distributions that Marathon would otherwise be entitled to receive pursuant
to  Article V of the LLC  Agreement  during  the  period  from the  Special
Termination  Exercise  Date  to  the  Closing  Date,  other  than  (A)  all
distributions of Distributable  Cash and Tax Liability  Distributions  that
are  attributable  to any Fiscal Quarter that ends on or prior to the close
of  business  on the  Special  Termination  Exercise  Date,  (B) a pro rata
portion  of all  distributions  of  Distributable  Cash  and Tax  Liability
Distributions that are attributable to the portion of a Fiscal Quarter that
begins prior to the Special  Termination  Exercise Date and that ends after
the  Special   Termination   Exercise   Date  and  (C)  all  Tax  Liability
Distributions  that  are  attributable  to  the  period  from  the  Special
Termination  Exercise  Date to the Closing Date to the extent that Marathon
has any  Tax  Liability  during  such  period  ("Marathon  Exercise  Period
Distributions").

                  (ii) Any Marathon Exercise Period Distributions  withheld
from  Ashland  pursuant  to Section  5.01(a)  shall be  distributed  by the
Company as follows:

                  (A) if at the  time  such  distribution  is so  withheld,
         Ashland's Long Term Debt has an Investment Grade Rating,  then the
         Company  shall pay such  Marathon  Exercise  Period  Distributions
         directly to Ashland; and

                  (B) if at the  time  such  distribution  is so  withheld,
         Ashland's Long Term Debt does not have an Investment Grade Rating,
         then Ashland's Representatives shall cause the Company to, and the
         Company shall,  deposit all Marathon Exercise Period Distributions
         into an Escrow  Account  and to  release  such  deposits  from the



                                                                         30

         Escrow Account only in accordance with this Agreement. All amounts
         in  the  Escrow  Account  shall  be  invested  only  in  Permitted
         Investments.

                  SECTION   5.02.    Revocable    Proxies.    (a)   Ashland
Representatives  Revocable  Proxies.  Subject to  Sections  9.04(a),  9.05,
9.08(a) and 9.09,  in the event that  Marathon  exercises its Marathon Call
Right or its  Special  Termination  Right,  or in the  event  that  Ashland
exercises  its  Ashland  Put Right,  then on the  relevant  Exercise  Date,
Ashland  shall  cause each of its  Representatives  to grant to  Marathon's
Representatives a proxy (the "Ashland  Representatives  Revocable Proxies")
which  shall  authorize  Marathon's  Representatives  to cast each  Ashland
Representative's  vote at a Board of Managers'  meeting (but not by written
consent in lieu of a meeting in accordance  with Section 8.04(h) of the LLC
Agreement  unless Marathon shall have given Ashland prior written notice of
the  specific  action to be taken by such  written  consent) in favor of or
against any of the Super Majority  Decisions  described in Sections 8.08 of
the LLC  Agreement,  as  Marathon's  Representatives  shall,  in their sole
discretion, determine, other than any vote with respect to a Super Majority
Decision described in Sections 8.08(c) (admission of a new Member; issuance
of  additional   Membership   Interests),   8.08(d)   (additional   capital
contributions), 8.08(i) (change in Company's independent auditors), 8.08(j)
(amendments  to LLC  Agreement  or  other  Transaction  Documents  to which
Company or its  subsidiaries  is a party),  8.08(l)  (bankruptcy),  8.08(m)
(modification of provisions re:  distributions  of  Distributable  Cash) or
8.08(q) (delegation to a Member of power to unilaterally bind the Company),
with respect to which Ashland's  Representatives  shall retain all of their
rights and authority to vote;  provided that Marathon  shall not, and shall
cause  each of its  Representatives  not to,  take any action  through  the
exercise  of the  Ashland  Representatives  Revocable  Proxies to cause the
Company's  status as a  partnership  for  Federal  income tax  purposes  to
terminate prior to the Closing Date.

                  (b) Marathon  Representative  Revocable Proxy. Subject to
Sections 9.08(a) and 9.09, in the event that Ashland  exercises its Special
Termination Right, then on the Special Exercise Date,  Marathon shall cause
each of its  Representatives to grant to Ashland's  Representatives a proxy
(the "Marathon  Representatives  Revocable  Proxies") which shall authorize
Ashland's  Representatives to cast each 


                                                                         31

Marathon  Representative's vote at a Board of Managers' meeting (but not by
written  consent in lieu of a meeting in accordance with Section 8.04(h) of
the LLC Agreement  unless  Ashland shall have given  Marathon prior written
notice of the specific action to be taken by such written consent) in favor
of or against any of the Super  Majority  Decisions  described  in Sections
8.08 of the LLC Agreement,  as Ashland's  Representatives  shall,  in their
sole  discretion,  determine,  other than any vote with  respect to a Super
Majority Decision described in Section 8.08(c),  8.08(d), 8.08(i), 8.08(j),
8.08(l), 8.08(m) or 8.08(q) (except as expressly provided in Section 5.01),
with respect to which Marathon's  Representatives shall retain all of their
rights and  authority to vote;  provided  that Ashland shall not, and shall
cause  each of its  Representatives  not to,  take any action  through  the
exercise of the  Marathon  Representatives  Revocable  Proxies to cause the
Company's  status as a  partnership  for  Federal  income tax  purposes  to
terminate prior to the Closing Date.

                  (c)  Ashland  LOOP/LOCAP   Revocable  Proxy.  Subject  to
Sections  9.04(a),  9.05,  9.08(a)  and 9.09,  in the event  that  Marathon
exercises its Marathon Call Right or its Special  Termination  Right, or in
the event  that  Ashland  exercises  its  Ashland  Put  Right,  then on the
relevant  Exercise  Date,  Ashland  shall grant to Marathon,  or such other
person as  Marathon  shall  designate,  a proxy  (the  "Ashland  LOOP/LOCAP
Revocable  Proxy") which shall authorize  Marathon and its  Representatives
(or such other  person) to exercise on Ashland's  behalf,  all of Ashland's
voting rights with respect to the Ashland LOOP/LOCAP Interest.

                                 ARTICLE VI

            Determination of the Appraised Value of the Company

                  SECTION  6.01.  Determination  of Appraised  Value of the
Company.   (a)  Negotiation  Period.  If  Marathon  exercises  its  Special
Termination  Right or its Marathon  Call Right or if Ashland  exercises its
Special Termination Right or its Ashland Put Right, then for a period of 60
days  following  the relevant  Exercise  Date,  Marathon and Ashland  shall
negotiate  in good faith to seek to reach  agreement as to the Market Value
of the Company.  If Marathon and Ashland reach such an agreement,  then the
Market Value of the Company shall be deemed to be the amount so agreed upon
by Marathon and Ashland.



                                                                         32

                  (b) Appraisal Process.  In the event Marathon and Ashland
are  unable to reach an  agreement  as to the Market  Value of the  Company
within the 60-day period referred to in Section  6.01(a),  then within five
Business  Days after the  expiration  of such  60-day  period  (such  fifth
Business  Day being  referred  to herein  as the  "6.01  Appraisal  Process
Commencement  Date"),  Marathon  and Ashland each shall select a nationally
recognized  investment  banking firm to (i) prepare a report which (A) sets
forth such investment  banking firm's  determination of the Market Value of
the Company  (which shall be a single amount as opposed to a range) and (B)
includes work papers which  indicate the basis for and  calculation  of the
Market Value of the Company (a "6.01 Appraisal Report") and (ii) deliver to
Marathon  or  Ashland,  as the case may be,  an oral  and  written  opinion
addressed to such party as to the Market Value of the Company. The fees and
expenses  of each  investment  banking  firm  shall  be  paid by the  party
selecting such investment  banking firm. Each of Marathon and Ashland shall
instruct its respective investment banking firm to (i) not consult with the
other  investment  banking  firm with  respect to its view as to the Market
Value of the Company prior to the time that both  investment  banking firms
have  delivered  their  respective  opinions to  Marathon  or  Ashland,  as
applicable,  (ii)  determine  the Market Value of the Company in accordance
with  Section  6.01(c),  (iii)  deliver  their  respective  6.01  Appraisal
Reports,  together  with their oral and  written  opinions as to the Market
Value of the Company (the "6.01 Initial  Opinion  Values"),  within 60 days
after the 6.01 Appraisal Process Commencement Date, and (iv) deliver a copy
of its written  opinion and its 6.01 Appraisal  Report to the Company,  the
other party and the other  party's  investment  banking firm at the time it
delivers  its  oral  and  written  opinion  to  Marathon  or  Ashland,   as
applicable.

                  If the 6.01 Initial  Opinion Values differ and the lesser
6.01  Initial  Opinion  Value  equals or exceeds  90% of the  greater  6.01
Initial  Opinion Value,  the Market Value of the Company shall be deemed to
be an  amount  equal  to (i) the sum of the  6.01  Initial  Opinion  Values
divided by (ii) two.



                                                                         33

                  If the 6.01 Initial  Opinion Values differ and the lesser
6.01  Initial  Opinion  Value is less than 90% of the greater  6.01 Initial
Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to  its  6.01  Initial   Opinion  Value.   At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of such  investment  banking
         firm's 6.01 Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date Marathon and Ashland  receive the 6.01 Initial
         Opinion  Values (such fifth  Business Day being referred to herein
         as the "6.01 Subsequent  Appraisal  Process  Commencement  Date"),
         jointly select a third nationally  recognized  investment  banking
         firm to (A)  prepare a 6.01  Appraisal  Report and (B)  deliver an
         oral and written  opinion  addressed to Marathon and Ashland as to
         the Market  Value of the  Company.  The fees and  expenses of such
         third  investment  banking  firm shall be paid 50% by Marathon and
         50% by Ashland.  Such third  investment  banking firm shall not be
         provided  with the 6.01  Initial  Opinion  Values  and  shall  not
         consult  with the initial  investment  banking  firms with respect
         thereto.  During  such  five-Business  Day  period,  Marathon  and
         Ashland shall  negotiate in good faith to  independently  reach an
         agreement as to the Market  Value of the Company.  If Marathon and
         Ashland  reach such an  agreement,  then the  Market  Value of the
         Company  shall  be  deemed  to be the  amount  so  agreed  upon by
         Marathon and Ashland.  If Marathon and Ashland are unable to reach
         such an agreement,  then Marathon and Ashland shall  instruct such
         third investment banking firm to (A) determine the Market Value of
         the Company in accordance with Section 6.01(c) and (B) deliver its
         6.01 Appraisal Report,  together with its oral and written opinion
         (the "6.01 Third  Opinion  Value"),  within 60 days after the 6.01
         Subsequent  Appraisal Process  Commencement Date. The Market Value
         of the  Company  in such  circumstance  shall 


                                                                         34

         be  deemed  to be an  amount  equal to (A) the sum of (x) the 6.01
         Third  Opinion  Value plus (y)  whichever  of the two 6.01 Initial
         Opinion  Values is closer to the 6.01 Third  Opinion Value (or, if
         the 6.01 Third  Opinion Value is exactly  halfway  between the two
         6.01  Initial  Opinion  Values,  the 6.01  Third  Opinion  Value),
         divided by (B) two.

                  (c)  Definition  of  Market  Value  of the  Company.  For
purposes of this  Agreement,  the Market  Value of the Company (the "Market
Value of the Company")  means the fair market value of the combined  common
equity of the Company as of the relevant Exercise Date, (including,  in the
circumstance  where  Marathon has  exercised its Marathon Call Right or its
Special  Termination  Right or Ashland has exercised its Ashland Put Right,
the Ashland LOOP/LOCAP Interest) assuming the consummation of a transaction
designed to achieve the highest value of such combined  common  equity.  In
determining the Market Value of the Company,  (i)  consideration  should be
given as to (A) all possible transaction  participants (other than Marathon
or Ashland or their  respective  Affiliates)  and  categories  of  possible
transactions;   (B)  a  range  of  analytical  methodologies,   potentially
including, but not limited to, the following:  comparable trading analysis,
comparable transaction analysis,  discounted cash flow analysis,  leveraged
buyout analysis and break-up analysis;  and (C) the value to the Company of
all  indemnification  obligations of Marathon,  USX and Ashland in favor of
the  Company  pursuant  to any  Transaction  Document  (including,  without
limitation,  Article IX of the Asset Transfer and Contribution  Agreement),
to the extent such  indemnification  obligations remain in effect after the
Closing and (ii) no separate  incremental  value will be  attributed to the
Ashland  LOOP/LOCAP  Interest.  In  determining  the  Market  Value  of the
Company, no consideration  should be given to the values that are initially
assigned to assets of the Company for purchase accounting or tax accounting
purposes.  The Market Value of the Company as  determined  pursuant to this
Section 6.01 is referred to herein as the "Appraised Value of the Company",
and the date on which the Market Value of the Company is so  determined  is
referred to herein as the "Appraised Value Determination Date".



                                                                         35

                                ARTICLE VII

            Determination of the Fair Market Value of Securities

                  SECTION  7.01.  General.  The  fair  market  value of any
Securities  to be  issued  to  Ashland  on  the  Closing  Date  and  on any
subsequent  Installment  Payment Date, shall be determined  pursuant to the
following  procedures  (the  fair  market  value of such  Securities  as so
determined being the "Fair Market Value" of such Securities).

                  SECTION  7.02.  Determination  of Fair  Market  Value  of
Marathon  Debt  Securities.  The Fair  Market  Value of any  Marathon  Debt
Securities  shall be deemed to be an amount equal to the  aggregate  stated
principal amount of such Marathon Debt Securities.

                  SECTION  7.03.  Determination  of Fair  Market  Value  of
Actively  Traded Marathon  Equity  Securities.  (a) Fair Market Value Where
There is No Holding  Period.  The Fair Market Value of any Actively  Traded
Marathon  Equity  Securities to be issued to Ashland on the Closing Date or
applicable  Installment  Payment Date for which  Marathon has not elected a
Holding  Period shall be deemed to be an amount equal to the product of (i)
the aggregate number of such Actively Traded Marathon Equity  Securities to
be issued to Ashland  multiplied  by (ii) the  Weighted  Average  Price (as
defined below) of such Actively Traded  Marathon  Equity  Securities on the
National  Market System of the NASDAQ or the relevant  National  Securities
Exchange,  as  reported  by The Wall  Street  Journal  or, if not  reported
thereby,  as reported by any other  authoritative  source, for the ten full
Trading Days immediately  preceding the Business Day immediately  preceding
the Closing Date or applicable  Installment  Payment Date; provided that at
least five Trading Days prior to the  commencement of such ten full Trading
Day period  (the  "Required  Disclosure  Date"),  Marathon  shall have made
appropriate  public  disclosure  (including  by issuing a press release and
filing  a copy  of such  press  release  with  the  Commission)  of (A) the
existence  of the  Transaction,  (B)  the  Ashland  Put  Price  and (C) the
information  required to be  included  in the  Ashland  Put Price  Election
Notice  (each  such  public  disclosure  being  a  "Required  Disclosure").
Marathon  shall  provide  Ashland with a copy of each  Required  Disclosure
prior  to  Marathon  making  such  disclosure  public.  Any  such  Required
Disclosure  shall  be in form  and  substance  reasonably  satisfactory  to
Ashland  


                                                                         36

and its  counsel.  For  purposes of this  Section  7.03(a),  the  "Weighted
Average  Price"  means the quotient of (1) the product of (x) the number of
shares in each trade in such Actively  Traded  Marathon  Equity  Securities
that occurred during such ten full Trading Day period multiplied by (y) the
price at which each such trade occurred, divided by (2) the total number of
shares traded in such  Actively  Traded  Marathon  Equity  Securities  that
occurred  during such ten full Trading Day period.  In the event of (i) any
split,  combination  or  reclassification  of the class of Actively  Traded
Marathon  Equity  Securities to be issued to Ashland on the Closing Date or
applicable Installment Payment Date, (ii) any issuance or the authorization
of any issuance of any other  securities in exchange or in substitution for
the shares of such class of Actively Traded  Marathon Equity  Securities or
(iii) any  issuance  or  declaration  of cash or stock  dividends  or other
distributions with respect to such class of Actively Traded Marathon Equity
Securities, in each case at any time during the ten full Trading Day period
referred to above,  Marathon and Ashland shall make such  adjustment to the
Fair Market Value of such  Actively  Traded  Equity  Securities  determined
pursuant to this  Section  7.03(a) as Marathon and Ashland  shall  mutually
agree so as to preserve  the economic  benefits to Ashland  expected on the
date of this  Agreement as a result of the issuance to it of such  Actively
Traded Marathon Equity Securities as part of the Ashland Put Price.

                  (b) Fair Market Value Where There is a Holding Period. In
the event that Marathon  elects  pursuant to Section  4.04(a) or 4.04(b) to
impose a Holding Period on any Actively Traded Marathon Equity  Securities,
the Fair Market Value of such Actively Traded  Marathon  Equity  Securities
shall be deemed to be an amount  equal to (i) the Fair Market Value of such
Actively  Traded  Marathon  Equity  Securities  as  determined  pursuant to
Section 7.03(a),  minus (ii) a discount factor that takes into account such
limitation  on  Ashland's  ability  to freely  trade such  Actively  Traded
Marathon  Equity  Securities  (a "7.03(b)  Discount  Amount").  The 7.03(b)
Discount  Amount  with  respect to the Fair Market  Value of such  Actively
Traded  Marathon  Equity  Securities  shall be  determined  pursuant to the
following procedures:

                  (i) Negotiation Period. For a period of 15 days following
         the  applicable  Ashland Put Price  Election  Date,  Marathon  and
         Ashland will negotiate in good faith to seek to reach an agreement
         as to the 7.03(b) Discount  Amount.  If Marathon and Ashland reach
         such an  agreement,  then the  7.03(b)  


                                                                         37

         Discount Amount shall be deemed to be the amount so agreed upon by
         Marathon and Ashland.

                  (ii) Appraisal Process. In the event Marathon and Ashland
         are unable to reach an agreement as to the 7.03(b) Discount Amount
         within the 15-day  period  referred  to in clause (i) above,  then
         within  five  Business  Days after the  expiration  of such 15-day
         period (such fifth  Business  Day being  referred to herein as the
         "7.03(b)  Appraisal  Process  Commencement  Date"),  Marathon  and
         Ashland  each  shall  select a  nationally  recognized  investment
         banking  firm to (A)  prepare a report  which (1) sets  forth such
         investment  banking firm's  determination  of the 7.03(b) Discount
         Amount  (which shall be a single amount as opposed to a range) and
         (2)  includes  work papers  which  indicate  the basis for and the
         calculation of the 7.03(b)  Discount Amount (a "7.03(b)  Appraisal
         Report")  and (B) deliver to Marathon or Ashland,  as the case may
         be, an oral and written opinion  addressed to such party as to the
         7.03(b) Discount Amount.  The fees and expenses of each investment
         banking firm shall be paid by the party  selecting such investment
         banking  firm.  Each of Marathon  and Ashland  shall  instruct its
         respective  investment  banking  firm to (i) not consult  with the
         other  investment  banking firm with respect to its view as to the
         7.03(b)  Discount  Amount  prior to the time that both  investment
         banking firms have delivered their respective opinions to Marathon
         and Ashland, as applicable,  (ii) deliver their respective 7.03(b)
         Appraisal  Reports,  together with their oral and written opinions
         as to the 7.03(b)  Discount  Amount (the "7.03(b)  Initial Opinion
         Values"),  within 15 days  after  the  7.03(b)  Appraisal  Process
         Commencement Date, and (iii) deliver a copy of its written opinion
         and its 7.03(b)  Appraisal Report to the Company,  the other party
         and the  other  party's  investment  banking  firm at the  time it
         delivers its oral and written  opinion to Marathon or Ashland,  as
         applicable.

                           If the 7.03(b) Initial Opinion Values differ and
         the lesser 7.03(b)  Initial Opinion Value equals or exceeds 90% of
         the greater 7.03(b) Initial  Opinion Value,  the 7.03(b)  Discount
         Amount shall be deemed to 


                                                                         38

         be an amount equal to (1) the sum of the 7.03(b)  Initial  Opinion
         Values divided by (2) two.

                           If the 7.03(b) Initial Opinion Values differ and
         the lesser 7.03(b)  Initial  Opinion Value is less than 90% of the
         greater 7.03(b) Initial Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to its  7.03(b)  Initial  Opinion  Value.  At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of such  investment  banking
         firm's 7.03(b) Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date  Marathon  and  Ashland  receive  the  7.03(b)
         Initial  Opinion Values (such fifth Business Day being referred to
         herein as the "7.03(b) Subsequent  Appraisal Process  Commencement
         Date"),  jointly select a third nationally  recognized  investment
         banking  firm to (i) prepare a 7.03(b)  Appraisal  Report and (ii)
         deliver an oral and written  opinion  addressed  to  Marathon  and
         Ashland as to the 7.03(b) Discount  Amount.  The fees and expenses
         of such  third  investment  banking  firm  shall  be  paid  50% by
         Marathon and 50% by Ashland.  Such third  investment  banking firm
         shall not be provided with the 7.03(b)  Initial Opinion Values and
         shall not consult with the initial  investment  banking firms with
         respect thereto.  During such  five-Business Day period,  Marathon
         and Ashland shall negotiate in good faith to  independently  reach
         an agreement as to the 7.03(b)  Discount  Amount.  If Marathon and
         Ashland reach such an agreement,  then the 7.03(b) Discount Amount
         shall be deemed to be the amount so agreed  upon by  Marathon  and
         Ashland.  If  Marathon  and  Ashland  are  unable to reach such an
         agreement,  then  Marathon and Ashland  shall  instruct such third
         investment  banking firm to deliver its 7.03(b)  Appraisal Report,
         together  with its  oral and  written  opinion  as to the  7.03(b)
         Discount  Amount (the "7.03(b)  Third Opinion  Value"),  


                                                                         39

         within 15 days  after the  7.03(b)  Subsequent  Appraisal  Process
         Commencement   Date.   The   7.03(b)   Discount   Amount  in  such
         circumstance  shall be deemed to be an amount equal to (1) the sum
         of (x) the 7.03(b)  Third  Opinion Value plus (y) whichever of the
         two 7.03(b)  Initial Opinion Values is closer to the 7.03(b) Third
         Opinion  Value (or, if the 7.03(b)  Third Opinion Value is exactly
         halfway  between  the two  7.03(b)  Initial  Opinion  Values,  the
         7.03(b) Third Opinion Value), divided by (2) two.

                  SECTION  7.04.  Determination  of Fair  Market  Value  of
Non-Actively Traded Marathon Equity Securities.  (a) Negotiation Period. If
Marathon  proposes to issue (or to have issued) to Ashland  Marathon Equity
Securities that are not Actively Traded  Marathon Equity  Securities,  then
for a period of 15 days following the applicable Ashland Put Price Election
Date, Marathon and Ashland will negotiate in good faith to seek to reach an
agreement as to the Fair Market Value of such Marathon  Equity  Securities,
taking into account,  if there is a Holding Period,  a discount factor that
takes into account  such  limitation  on Ashland's  ability to freely trade
such Marathon Equity Securities (a "7.04 Discount Amount"). If Marathon and
Ashland  reach  such an  agreement,  then  the  Fair  Market  Value of such
Marathon Equity  Securities shall be deemed to be the amount so agreed upon
by Marathon and Ashland.

                  (b) Appraisal Process.  In the event Marathon and Ashland
are unable to reach an  agreement  as to such Fair Market Value of Marathon
Equity  Securities and such 7.04 Discount Amount, if any, within the 15-day
period  referred to in clause (a) above,  then within  five  Business  Days
after the  expiration of such 15-day period (such fifth  Business Day being
referred  to herein as the "7.04  Appraisal  Process  Commencement  Date"),
Marathon and Ashland each shall select a nationally  recognized  investment
banking firm to (i) prepare a report  which (1) sets forth such  investment
banking  firm's  determination  of the Fair Market  Value of such  Marathon
Equity  Securities  (which shall be a single amount as opposed to a range),
taking into account,  if there is a Holding Period, a 7.04 Discount Amount,
which is determined by such investment  banking firm, and (2) includes work
papers which  separately  indicate the basis for and the calculation of the
Fair Market Value of such  Marathon  Equity  Securities  and, if there is a
Holding  Period,  the basis for and the  calculation  of the 7.04  Discount
Amount (a "7.04 


                                                                         40

Appraisal Report") and (ii) deliver to Marathon or Ashland, as the case may
be, an oral and  written  opinion  addressed  to such  party as to the Fair
Market Value of such Marathon Equity  Securities  (which opinion shall take
into  account a 7.04  Discount  Amount if there is a  Holding  Period  with
respect to such Marathon Equity Securities).  The fees and expenses of each
investment  banking  firm  shall  be  paid  by  the  party  selecting  such
investment  banking firm.  Each of Marathon and Ashland shall  instruct its
respective  investment  banking  firm to (i) not  consult  with  the  other
investment  banking  firm with  respect  to its view as to the Fair  Market
Value of such Marathon Equity Securities and the 7.04 Discount Amount prior
to the time  that  both  investment  banking  firms  have  delivered  their
respective  opinions to Marathon and Ashland,  as applicable,  (ii) deliver
their  respective  7.04  Appraisal  Reports,  together  with their oral and
written  opinions  as to the  Fair  Market  Value of such  Marathon  Equity
Securities  (the "7.04 Initial Opinion  Values"),  within 15 days after the
7.04 Appraisal Process  Commencement  Date, and (iii) deliver a copy of its
written  opinion and its 7.04  Appraisal  Report to the Company,  the other
party and the other party's investment banking firm at the time it delivers
its oral and written opinion to Marathon or Ashland, as applicable.

                  If the 7.04 Initial  Opinion Values differ and the lesser
7.04  Initial  Opinion  Value  equals or exceeds  90% of the  greater  7.04
Initial  Opinion  Value,  the Fair  Market  Value of such  Marathon  Equity
Securities shall be deemed to be an amount equal to (1) the sum of the 7.04
Initial Opinion Values divided by (2) two.

                  If the 7.04 Initial  Opinion Values differ and the lesser
7.04  Initial  Opinion  Value is less than 90% of the greater  7.04 Initial
Opinion Value, then:

                  (i)  within  two  Business  Days  after  both  investment
         banking firms have delivered their respective opinions to Marathon
         or Ashland, as applicable,  each investment banking firm shall, at
         a single meeting at which Marathon,  Ashland,  the Company and the
         other  investment  banking firm are present,  make a  presentation
         with  respect  to  its  7.04  Initial   Opinion  Value.   At  such
         presentation,   Marathon,  Ashland,  the  Company  and  the  other
         investment  banking firm shall be entitled to ask  questions as to
         the  basis  for and the  calculation  of 


                                                                         41

         such investment banking firm's 7.04 Initial Opinion Value; and

                  (ii)  Marathon and Ashland  shall,  within five  Business
         Days after the date Marathon and Ashland  receive the 7.04 Initial
         Opinion  Values (such fifth  Business Day being referred to herein
         as the "7.04 Subsequent  Appraisal  Process  Commencement  Date"),
         jointly select a third nationally  recognized  investment  banking
         firm to (i) prepare a 7.04  Appraisal  Report and (ii)  deliver an
         oral and written  opinion  addressed to Marathon and Ashland as to
         the Fair Market Value of such Marathon  Equity  Securities  (which
         opinion shall take into account a 7.04 Discount Amount if there is
         a Holding Period with respect to such Marathon Equity Securities).
         The fees and expenses of such third investment  banking firm shall
         be paid 50% by Marathon and 50% by Ashland.  Such third investment
         banking firm shall not be provided  with the 7.04 Initial  Opinion
         Values and shall not consult with the initial  investment  banking
         firms with respect thereto.  During such five-Business Day period,
         Marathon   and   Ashland   shall   negotiate   in  good  faith  to
         independently  reach an  agreement  as to the Fair Market Value of
         such  Marathon  Equity  Securities.  If Marathon and Ashland reach
         such an  agreement,  then the Fair Market  Value of such  Marathon
         Equity  Securities shall be deemed to be the amount so agreed upon
         by Marathon  and  Ashland.  If Marathon  and Ashland are unable to
         reach such an agreement,  then Marathon and Ashland shall instruct
         such third  investment  banking firm to deliver its 7.04 Appraisal
         Report,  together with its oral and written opinion as to the Fair
         Market Value of such Marathon  Equity  Securities (the "7.04 Third
         Opinion  Value"),   within  15  days  after  the  7.04  Subsequent
         Appraisal Process Commencement Date. The Fair Market Value of such
         Marathon Equity Securities in such circumstance shall be deemed to
         be an amount  equal to (i) the sum of (x) the 7.04  Third  Opinion
         Value plus (y) whichever of the two 7.04 Initial Opinion Values is
         closer to the 7.04  Third  Opinion  Value  (or,  if the 7.04 Third
         Opinion  Value is exactly  halfway  between  the two 7.04  Initial
         Opinion  Values,  the 7.04 Third Opinion  Value),  divided by (ii)
         two.


                                                                         42

                                ARTICLE VIII

                   Certain Matters Relating to Securities

                  SECTION  8.01.  Certain   Requirements  with  Respect  to
Marathon Debt Securities. All debt securities issued to Ashland pursuant to
Section  4.02(c)  shall (i) be  unsecured  senior  public fixed income debt
securities  of  (a)  USX  or  (b)  Marathon  and  fully  guaranteed  as  to
performance by USX; (ii) have maturities of 5 to 7 years; (iii) have yields
which are comparable to those of 5 to 7 year public debt instruments issued
by companies  whose Long Term Debt at the time of the issuance of such debt
securities  to  Ashland is rated by S&P and  Moody's at least  equal to the
respective  ratings by S&P and  Moody's  of USX's  Long Term Debt;  (iv) be
priced to trade at par initially;  and (v) have covenants substantially the
same as those included in other  outstanding  senior  publicly  traded debt
instruments of USX,  including a negative  pledge  providing for pari passu
security rights and usual and customary successorship provisions concerning
changes in USX's ownership (all such debt securities are referred to herein
as "Marathon Debt Securities").

                  SECTION 8.02.  Procedures with Respect to the Issuance of
Securities.  All Securities to be issued  hereunder shall be accompanied on
the  Closing  Date  or  applicable   Installment  Payment  Date  by  (i)  a
certificate  from an  authorized  officer of the Issuer and (ii) an opinion
from such Issuer's counsel,  in each case as to such matters as Ashland may
reasonably request, including, but not limited to the matters substantially
as  follows  (which  shall  be made as of the  Closing  Date or  applicable
Installment Payment Date):

                  (i) the Issuer is a corporation  duly organized,  validly
         existing and in good standing  under the laws of the  jurisdiction
         of its  incorporation  with the power and authority to own,  lease
         and operate its assets and to conduct the business now being or to
         be  conducted by it. The Issuer is duly  authorized,  qualified or
         licensed  to  do  business  as  a  foreign  corporation  or  other
         organization  in good  standing  in each of the  jurisdictions  in
         which its right, title or interest in or to any of the assets held
         by it or the business conducted by it requires such authorization,
         qualification  or  licensing,  except  where the  failure to 


                                                                         43

         be so  authorized,  qualified,  licensed or in good standing would
         not,  individually  or in  the  aggregate,  result  in  an  Issuer
         Material Adverse Effect;

                  (ii) the  Issuer's  authorized  capitalization  is as set
         forth in its Exchange Act filings (or, in the  circumstance  where
         Ashland  has  made a  Demand  Registration,  as set  forth  in the
         Registration Statement or Offering Memorandum, as applicable, with
         respect  to  such  Securities).  All  of  the  outstanding  equity
         securities  of the  Issuer  are duly and  validly  authorized  and
         issued,  are fully paid and  nonassessable  and were not issued in
         violation  of  or  subject  to  any  preemptive  rights  or  other
         contractual rights to purchase securities;

                  (iii) if such Securities are Marathon Equity  Securities,
         such   Securities   are  duly   authorized,   validly  issued  and
         outstanding, are fully paid and nonassessable, and were not issued
         in  violation  of or  subject  to any  preemptive  rights or other
         contractual rights to purchase securities;

                  (iv) if such  Securities  are Marathon  Debt  Securities,
         such  Securities  have been duly  authorized and validly issued by
         the Issuer and constitute legal, valid and binding  obligations of
         the Issuer enforceable against the Issuer in accordance with their
         terms,  except as such enforcement is subject to the effect of any
         applicable  bankruptcy,  insolvency,  reorganization  or other law
         relating to or affecting  creditors'  rights generally and general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law);

                  (v) such Securities  conform in all material  respects to
         the  description  thereof  contained in the Issuer's  Exchange Act
         filings (or, in the  circumstance  where Ashland has made a Demand
         Registration,   to  the  description   thereof  contained  in  the
         Registration Statement or Offering Memorandum, as applicable, with
         respect to such Securities) and the  certificates  evidencing such
         Securities will be, upon issuance, in due and proper form;

                  (vi) if such Securities are Marathon  Equity  Securities,
         such Securities have been authorized  


                                                                         44

         conditionally for listing on each national  securities exchange on
         which the other  securities  of the  Issuer of the same  class are
         listed  at the time of the  Closing  Date or  Installment  Payment
         Date,  subject to issuance and certain other  conditions  that are
         not material;

                  (vii) if such  Securities  are Marathon Debt  Securities,
         the  execution  and  delivery  by the  Issuer  of  each  agreement
         pursuant to which such Securities have been issued or which relate
         to  such  Securities  (each,  a  "Securities  Document")  and  the
         consummation by it of the transactions  contemplated  thereby have
         been duly  authorized  and approved by all necessary  corporate or
         other action on the part of the Issuer.  Each Securities  Document
         has been duly executed and delivered by the Issuer and constitutes
         its legal, valid and binding obligation, enforceable against it in
         accordance with its terms,  except as such  enforcement is subject
         to  the   effect  of  any   applicable   bankruptcy,   insolvency,
         reorganization  or other law relating to or  affecting  creditors'
         rights generally and general  principles of equity  (regardless of
         whether such  enforceability  is  considered  in a  proceeding  in
         equity or at law);

                  (viii)  neither the  execution and delivery by the Issuer
         of  the  Securities  Documents  (in  the  case  of  Marathon  Debt
         Securities),  nor the issuance of the Securities  pursuant to this
         Agreement and/or such Securities Documents will (a) conflict with,
         or  results  in the breach of any  provision  of,  the  charter or
         by-laws or similar  governing or  organizational  documents of the
         Issuer or any of its subsidiaries,  (b) violate any Applicable Law
         or any permit, order, award, injunction, decree or judgment of any
         Governmental Authority applicable to or binding upon the Issuer or
         any of its  subsidiaries  or to  which  any  of  their  respective
         properties  is subject or (c) violate,  conflict with or result in
         the breach or  termination  of, or otherwise give any other person
         the right to terminate,  or constitute a default, event of default
         or an event  which  with  notice,  lapse  of time or  both,  would
         constitute  a default or event of default  under the terms of, any
         mortgage,  indenture, deed of trust or lease or other agreement or
         instrument  to which the  Issuer or any of its  subsidiaries  is a
         party or by which any of their respective  properties or 


                                                                         45

         assets is subject,  except, in the case of clauses (b) and (c) for
         such violations,  conflicts,  breaches,  terminations and defaults
         which would not,  individually  or in the aggregate,  result in an
         Issuer Material Adverse Effect; and

                  (ix)   except  as  set  forth  on  a  schedule   to  such
         certificate or opinion, no Governmental  Approval or other consent
         is required by the Issuer for the  execution and delivery by it of
         the Securities Documents (in the case of Marathon Debt Securities)
         or the  issuance  of the  Securities  pursuant  to this  Agreement
         and/or such Securities Documents, except (a) for such Governmental
         Approvals or other consents as have been obtained or (b) where the
         failure to obtain such  Governmental  Approvals or other  consents
         would not,  individually or in the aggregate,  result in an Issuer
         Material Adverse Effect.

If any  Securities  are issued by Marathon and  guaranteed  by USX, each of
Marathon and USX shall provide Ashland with a certificate and an opinion of
counsel in accordance with this Section 8.02.

                  SECTION 8.03.  Holding Period.  If Marathon elects (by so
notifying  Ashland in the  Ashland Put Price  Election  Notice) to impose a
Holding  Period  with  respect  to  sales by  Ashland  of  Marathon  Equity
Securities  issued to  Ashland  on the  Closing  Date or on an  Installment
Payment  Date, as  applicable,  then Ashland shall not be permitted to sell
such  Marathon  Equity  Securities  during such  Holding  Period.  The term
"Holding Period", with respect to any Marathon Equity Securities, means the
period  commencing  on the Closing Date or applicable  Installment  Payment
Date and ending on such later date as  Marathon  shall state in the Ashland
Put Price  Election  Notice;  provided that the length of a Holding  Period
with respect to any Marathon Equity  Securities shall in no event exceed 30
days.

                  SECTION   8.04.   Manner  of  Sale  of  Marathon   Equity
Securities.  Ashland  agrees to sell all  Marathon  Equity  Securities  (i)
pursuant to a bona fide Underwritten Public Offering managed by one or more
Bulge Bracket  Investment  Banking Firms selected by Ashland,  or by one or
more other  investment  banking  firms  selected  by  Ashland  and to which
Marathon or USX shall not have reasonably objected,  in a manner reasonably
designed to effect a broad  distribution of 


                                                                         46

such Marathon Equity Securities (a "Qualifying Public  Offering"),  (ii) to
any  person,  provided  that after  giving  effect to such sale such person
beneficially owns, together with such person's Affiliates,  no more than 5%
of the Marathon Equity  Securities of the relevant issuer then  outstanding
on a fully diluted basis (a "Fully  Distributed Sale") or (iii) to a broker
or  underwriter  selected  by Ashland  who agrees to effect any  subsequent
transfer by it of such Marathon  Equity  Securities in a Qualifying  Public
Offering or a Fully Distributed Sale.


                                 ARTICLE IX

           Closing; Conditions to Closing; Consequences of Delay

                  SECTION 9.01. Closing. (a) Closing Date. The closing (the
"Closing") of (i) the purchase and sale of Ashland's  Membership  Interests
and the Ashland LOOP/LOCAP  Interest pursuant to Marathon's exercise of its
Special  Termination Right or Marathon Call Right or Ashland's  exercise of
its  Ashland  Put  Right  or (ii)  the  purchase  and  sale  of  Marathon's
Membership   Interests  pursuant  to  Ashland's  exercise  of  its  Special
Termination Right, shall be held at the offices of Marathon,  at 10:00 a.m.
on the later of (x) the 60th day after the  Appraised  Value  Determination
Date (or at such  other  place or at such  other time or such other date as
Marathon and Ashland shall mutually agree) (the  "Scheduled  Closing Date")
and (y) the fifth Business Day following the  satisfaction or waiver of all
conditions to the  obligations of Marathon and Ashland set forth in Section
9.02. The date on which the Closing  actually  occurs is referred to herein
as the "Closing Date".

                  (b) Purchase  Procedures  in the Event of the Exercise by
Marathon of its Special  Termination  Right or its Marathon Call Right.  In
the event that Marathon exercises its Special Termination Right or Marathon
Call Right, at the Closing:

                  (i) Marathon shall deliver to Ashland, in Cash or by wire
         transfer  to a bank  account  designated  in writing  by  Ashland,
         immediately  available  funds in an amount equal to the sum of (x)
         the  Special   Termination   Price  or  Marathon  Call  Price,  as
         applicable,  plus (y) the amount of interest  payable  pursuant to
         Section  3.01,  plus (z) the amount of interest,  if any,  


                                                                         47

         payable pursuant to Section 9.04(b), 9.05, 9.08(b) or 9.09;

                  (ii) Ashland shall  Transfer to Marathon (or, if Marathon
         so elects by written notice to Ashland,  a Wholly Owned Subsidiary
         of  Marathon  or  USX) in  accordance  with  Article  X of the LLC
         Agreement, all of Ashland's Membership Interests;

                  (iii) Ashland shall  Transfer to Marathon or, if Marathon
         so elects by written  notice to  Ashland,  to the  Company or such
         other  person as Marathon  shall  direct,  the Ashland  LOOP/LOCAP
         Interest; and

                  (iv) the Company  shall  release to Marathon  any amounts
         held in the Escrow Account, including any income earned thereon.

                  (c) Purchase  Procedures  in the Event of the Exercise by
Ashland of its Ashland Put Right.  In the event that Ashland  exercises its
Ashland Put Right, at the Closing:

                  (i) Marathon shall deliver to Ashland, in Cash or by wire
         transfer  to a bank  account  designated  in writing  by  Ashland,
         immediately  available  funds in an amount equal to the sum of (x)
         the Cash  portion of the  Ashland  Put Price or first  Installment
         Payment,  as applicable,  plus (y) the amount of interest  payable
         pursuant to Section 4.01, plus (z) the amount of interest, if any,
         payable pursuant to Section 9.04(b), 9.05, 9.08(b) or 9.09;

                  (ii) Marathon and/or USX, as applicable,  shall issue the
         Securities  to be  issued  on the  Closing  Date,  if  any,  which
         Securities  shall  be  accompanied  by  the   certificate(s)   and
         opinion(s) referred to in Section 8.02;

                  (iii) Ashland shall  Transfer to Marathon or, if Marathon
         so elects by written notice to Ashland,  a Wholly Owned Subsidiary
         of  Marathon  or USX  in  accordance  with  Article  X of the  LLC
         Agreement, all of Ashland's Membership Interests;

                  (iv) Ashland  shall  Transfer to Marathon or, if Marathon
         so elects by written  notice to  Ashland,  to the  


                                                                         48

         Company or such other person as Marathon shall direct, the Ashland
         LOOP/LOCAP Interest; and

                  (v) the Company  shall  release to  Marathon  any amounts
         held in the Escrow Account, including any income earned thereon.

In addition,  on each of two remaining Scheduled Installment Payment Dates,
if any, (i) Marathon shall deliver to Ashland,  in Cash or by wire transfer
to a bank  account  (which bank account has been  designated  in writing by
Ashland  at least two  Business  Days prior to the  applicable  Installment
Payment Date), immediately available funds in an amount equal to the sum of
(x)  the  Cash  portion  of the  second  and  third  Installment  Payments,
respectively,  plus (y) the amount of interest  payable pursuant to Section
4.01, plus (z) the amount of interest,  if any, payable pursuant to Section
9.04(b) or 9.05; and (ii) Marathon  and/or USX, as applicable,  shall issue
the  Securities to be issued on such  Installment  Payment  Dates,  if any,
which Securities shall be accompanied by the  certificate(s) and opinion(s)
referred to in Section 8.02.

                  (d) Purchase  Procedures  in the Event of the Exercise by
Ashland  of its  Special  Termination  Right.  In the  event  that  Ashland
exercises its Special Termination Right at the Closing:

                  (i) Ashland shall deliver to Marathon, in Cash or by wire
         transfer  to a bank  account  designated  in writing by  Marathon,
         immediately  available  funds in an amount equal to the sum of (x)
         the  Special  Termination  Price plus (y) the  amount of  interest
         payable pursuant to Section 2.01, plus (z) the amount of interest,
         if any, payable pursuant to Section 9.08(b) or 9.09;

                  (ii) Marathon  shall  Transfer to Ashland (or, if Ashland
         so elects by written notice to Marathon, a Wholly Owned Subsidiary
         of Ashland) in accordance with Article X of the LLC Agreement, all
         of Marathon's Membership Interests; and

                  (iii) the  Company  shall  release to Ashland any amounts
         held in the Escrow Account, including any income earned thereon.



                                                                         49

                  SECTION  9.02.  Conditions  to  Closing.  (a)  Marathon's
Obligation  in  the  Event  of an  Exercise  by  Marathon  of  its  Special
Termination  Right or its Marathon  Call Right or an Exercise by Ashland of
its  Ashland  Put Right.  Marathon's  obligation  to  purchase  and pay for
Ashland's Membership Interests and the Ashland LOOP/LOCAP Interest pursuant
to this  Agreement  in the event of an  exercise by Marathon of its Special
Termination Right or its Marathon Call Right or in the event of an exercise
by  Ashland  of its  Ashland  Put  Right  is  subject  in each  case to the
satisfaction  (or waiver by  Marathon)  as of the Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date, or that shall have been threatened by
         any Governmental  Authority,  in any such case against Marathon or
         Ashland in connection with the  consummation  of the  transactions
         contemplated  by this  Agreement  which is  reasonably  likely  to
         result in an injunction or  restraining  order which  directs,  or
         which has the effect of  directing,  that the Closing shall not be
         consummated as herein provided;

                  (ii) the waiting  period under the HSR Act, if applicable
         to  the  purchase  and  sale  of  Ashland's  Membership  Interests
         pursuant to this Agreement shall have expired or been  terminated;
         and

                  (iii) Ashland shall have  Transferred to Marathon (or, if
         Marathon  shall have so elected by written  notice to  Ashland,  a
         Wholly Owned  Subsidiary of Marathon or USX) all of its Membership
         Interests on the Closing Date free and clear of all Liens.

It is  understood  and  agreed  that  a  breach  by  Ashland  of any of its
representations  or warranties  in this  Agreement  shall not  constitute a
condition  to  Marathon's  obligation  to  purchase  and pay for  Ashland's
Membership  Interests and the Ashland LOOP/LOCAP  Interest pursuant to this
Agreement in the  circumstances  set forth above;  provided  that  Marathon
shall  not be  deemed  to have  waived  any  right to make a Claim  


                                                                         50

against Ashland with respect to any Loss that Marathon  suffers as a result
of any such breach.

                  (b)  Ashland's  Obligation in the Event of an Exercise by
Marathon of its Special  Termination Right or its Marathon Call Right or an
Exercise by Ashland of its Ashland Put Right.  Ashland's obligation to sell
its Membership  Interests and the Ashland  LOOP/LOCAP  Interest to Marathon
pursuant to this  Agreement  in the event of an exercise by Marathon of its
Special  Termination Right or its Marathon Call Right or in the event of an
exercise by Ashland of its Ashland Put Right is subject in each case to the
satisfaction  (or waiver by  Ashland)  as of the  Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date,  or  threatened  by any  Governmental
         Authority,  in any  such  case  against  Marathon  or  Ashland  in
         connection with the consummation of the transactions  contemplated
         by this  Agreement  which is  reasonably  likely  to  result in an
         injunction or restraining  order which  directs,  or which has the
         effect of directing,  that the Closing shall not be consummated as
         herein provided;

                  (ii) the waiting  period under HSR Act, if  applicable to
         the purchase and sale of Ashland's  Membership  Interests pursuant
         to this Agreement shall have expired or been terminated;

                  (iii) Marathon  shall have delivered to Ashland,  in Cash
         or by wire  transfer to a bank  account  designated  in writing by
         Ashland, immediately available funds in an amount equal to (x) the
         Special  Termination  Price or Marathon Call Price, as applicable,
         or the  Cash  portion  of the  Ashland  Put  Price  or  applicable
         Installment  Payment,  plus (y) the  amount  of  interest  payable
         pursuant  to Section  3.01 or 4.01,  as  applicable,  plus (z) the
         amount of interest, if any, payable pursuant to Section 9.04(b) or
         9.05; and



                                                                         51


                  (iv)  Marathon or USX, as  applicable,  shall have issued
         the  Securities  to  be  issued  on  the  Closing  Date,  if  any,
         accompanied by the  certificate(s)  and opinion(s)  referred to in
         Section 8.02.

It is understood  and agreed that a breach by Marathon or USX of any of its
respective  representations  or  warranties  in this  Agreement  shall  not
constitute  a condition  to  Ashland's  obligation  to sell its  Membership
Interests and the Ashland LOOP/LOCAP  Interest to Marathon pursuant to this
Agreement in the circumstances set forth above; provided that Ashland shall
not be deemed to have waived any right to make a Claim against  Marathon or
USX with respect to any Loss that  Ashland  suffers as a result of any such
breach.

                  (c)  Ashland's  Obligation in the Event of an Exercise by
Ashland of its Special Termination Right.  Ashland's obligation to purchase
and pay for Marathon's  Membership  Interests pursuant to this Agreement in
the event of an  exercise by Ashland of its  Special  Termination  Right is
subject to the satisfaction (or waiver by Ashland) as of the Closing of the
following conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date, or that shall have been threatened by
         any Governmental  Authority,  in any such case against Marathon or
         Ashland in connection with the  consummation  of the  transactions
         contemplated  by this  Agreement  which is  reasonably  likely  to
         result in an injunction or  restraining  order which  directs,  or
         which has the effect of  directing,  that the Closing shall not be
         consummated as herein provided;

                  (ii) the waiting  period under the HSR Act, if applicable
         to the  purchase  and  sale  of  Marathon's  Membership  Interests
         pursuant to this Agreement shall have expired or been  terminated;
         and

                  (iii) Marathon shall have  Transferred to Ashland (or, if
         Ashland  shall have so elected by written  notice to  Marathon,  a
         Wholly  Owned   Subsidiary  of  Ashland)  all  


                                                                         52

         of its Membership  Interests on the Closing Date free and clear of
         all Liens.

It is understood  and agreed that a breach by Marathon or USX of any of its
respective  representations  or  warranties  in this  Agreement  shall  not
constitute  a condition  to  Ashland's  obligation  to purchase and pay for
Marathon's   Membership   Interests  pursuant  to  this  Agreement  in  the
circumstances set forth above; provided that Ashland shall not be deemed to
have waived any right to make a Claim against  Marathon or USX with respect
to any Loss that Ashland suffers as a result of any such breach.

                  (d) Marathon's  Obligation in the Event of an Exercise by
Ashland of its Special Termination Right. Marathon's obligation to sell its
Membership  Interests to Ashland pursuant to this Agreement in the event of
an exercise by Ashland of its Special  Termination  Right is subject to the
satisfaction  (or waiver by  Marathon)  as of the Closing of the  following
conditions:

                  (i)  As of  the  Closing  Date,  there  shall  be no  (i)
         injunction  or  restraining  order  of any  nature  issued  by any
         Governmental  Authority which directs,  or which has the effect of
         directing,  that the Closing  shall not be  consummated  as herein
         provided or (ii)  investigation,  action or other  proceeding that
         shall  have been  brought  by any  Governmental  Authority  and be
         pending on the Closing Date,  or  threatened  by any  Governmental
         Authority,  in any  such  case  against  Marathon  or  Ashland  in
         connection with the consummation of the transactions  contemplated
         by this  Agreement  which is  reasonably  likely  to  result in an
         injunction or restraining  order which  directs,  or which has the
         effect of directing,  that the Closing shall not be consummated as
         herein provided;

                  (ii) the waiting  period under HSR Act, if  applicable to
         the purchase and sale of Marathon's  Membership Interests pursuant
         to this Agreement shall have expired or been terminated; and

                  (iii) Ashland shall have  delivered to Marathon,  in Cash
         or by wire  transfer to a bank  account  designated  in writing by
         Marathon,  immediately  available  funds in an amount equal to (x)
         the  Special  Termination  Price plus (y) the  amount of  interest
         payable  pursuant to 


                                                                         53

         Section  2.01 plus (z) the  amount of  interest,  if any,  payable
         pursuant to Section 9.08(b) or 9.09.

It is  understood  and  agreed  that  a  breach  by  Ashland  of any of its
representations  or warranties  in this  Agreement  shall not  constitute a
condition to  Marathon's  obligation  to sell its  Membership  Interests to
Ashland  pursuant to this Agreement in the  circumstances  set forth above;
provided that Marathon shall not be deemed to have waived any right to make
a Claim against Ashland with respect to any Loss that Marathon suffers as a
result of any such breach.

                  (e)  Consequences  of  Inability  To Transfer the Ashland
LOOP/LOCAP Interest on the Closing Date. It shall not be a condition to the
Closing of the Marathon  Call Right,  the Ashland Put Right or the Marathon
Special   Termination  Right,  as  applicable,   that  Ashland  shall  have
Transferred  the Ashland  LOOP/LOCAP  Interest to Marathon,  the Company or
such other person as Marathon shall direct.  In the event that any consents
or  approvals  required for such  Transfer  are not  obtained  prior to the
Closing of the Marathon  Call Right,  the Ashland Put Right or the Marathon
Special  Termination Right, as applicable,  and as a consequence Ashland is
not able to Transfer  the Ashland  LOOP/LOCAP  Interest  to  Marathon,  the
Company or such other person as Marathon shall direct,  as  applicable,  on
the  Closing  Date,  the  parties  hereto  shall  use  their   commercially
reasonable  best  efforts to achieve any lawful and  reasonable  (including
with respect to the costs and expenses to be borne by Ashland)  arrangement
proposed by Marathon  under which  Marathon or the Company,  as applicable,
shall obtain the  economic  claims,  rights and benefits  under the Ashland
LOOP/LOCAP  Interest.  Such reasonable  arrangement may include (i) Ashland
subcontracting, sublicensing or subleasing to Marathon, the Company or such
other  person as  Marathon  shall  direct,  as  applicable,  any and all of
Ashland's rights,  and delegating all of Ashland's  obligations,  under the
Ashland  LOOP/LOCAP  Interest,  and (ii) Ashland granting to Marathon,  the
Company or such other person as Marathon  shall direct,  as  applicable,  a
proxy (the "Ashland  LOOP/LOCAP  Irrevocable  Proxy") which shall authorize
such party to exercise on Ashland's behalf,  all of Ashland's voting rights
with  respect to the Ashland  LOOP/LOCAP  Interest.  The costs and expenses
incurred in  connection  with any such  arrangements  shall be borne 62% by
Marathon and 38% by Ashland.




                                                                         54

                  SECTION 9.03.  Consequences  of a Delayed  Closing of the
Marathon Call Right or the Ashland Put Right Where Ashland Is at Fault. (a)
Right to Revoke  Ashland  Put  Exercise  Notice or Marathon  Call  Exercise
Notice.  If the Closing of the Marathon Call Right or the Ashland Put Right
shall not have  occurred on or prior to the date that is 180 days after the
Scheduled  Closing  Date,  and (i) the  delay  is due to (x) a  failure  by
Ashland to timely perform in any material  respect any of its covenants and
agreements  contained  herein  or  (y)  the  fact  that  any  of  Ashland's
representations and warranties  contained herein have ceased to be true and
correct in any material  respect,  and (ii) neither  Marathon nor USX shall
have (x)  failed to  timely  perform  in any  material  respect  any of its
covenants  and  agreements  contained  herein  or (y)  breached  any of its
representations  and warranties  contained herein in any material  respect,
then Marathon  shall  thereafter  have the right,  exercisable  at any time
prior to the  Closing by written  notice to  Ashland,  to revoke  Ashland's
Ashland Put  Exercise  Notice or its  Marathon  Call  Exercise  Notice,  as
applicable.

                  (b)  Adjustment  to Ashland  Put Price or  Marathon  Call
Price.  If the Closing of the Marathon  Call Right or the Ashland Put Right
does not occur on the Scheduled  Closing Date,  and (i) the delay is due to
(x) a failure by Ashland to timely  perform in any material  respect any of
its covenants and agreements  contained  herein or (y) the fact that any of
Ashland's representations and warranties contained herein have ceased to be
true and correct in any material respect, and (ii) neither Marathon nor USX
shall have (x) failed to timely perform in any material  respect any of its
covenants  and  agreements  contained  herein  or (y)  breached  any of its
representations  and warranties  contained herein in any material  respect,
then on such later date on which the  Closing  actually  takes  place (such
later date being the "Delayed Closing Date") Marathon shall deduct from the
Marathon  Call  Price or the  Ashland  Put Price (or the first  Installment
Payment,  as applicable) payable to Ashland on the Delayed Closing Date, an
amount equal to the amount of interest accrued during the period commencing
at 12:01 a.m. on the day immediately  following the Scheduled  Closing Date
and ending on and including the Delayed Closing Date (the "Delayed  Closing
Date Interest Period") on the Marathon Call Price, or the Ashland Put Price
(or the first Installment  Payment thereof,  as applicable),  at a rate per


                                                                         55

annum equal to the 30-day LIBOR Rate  multiplied by 1.5, with daily accrual
of interest.

                  (c)  Other  Consequences.  In  the  event  that  Marathon
revokes Ashland's Ashland Put Exercise Notice or its Marathon Call Exercise
Notice  pursuant to Section  9.03(a),  each of Marathon  and Ashland  shall
thereafter have the right to exercise their respective  Marathon Call Right
and Ashland Put Right in accordance with the terms of this  Agreement.  Any
such  revocation  shall  not  operate  as a  release  of  Ashland  from any
liability it may have to Marathon for any breach of its  obligations  under
this Agreement and such revocation  shall not in any way preclude  Marathon
from exercising any right or power  hereunder or otherwise  available to it
at law or in equity as a result of any such breach.

                  SECTION 9.04.  Consequences  of a Delayed  Closing of the
Marathon  Call Right or the Ashland  Put Right Where  Marathon or USX Is at
Fault.  (a)  Revocation of Proxies;  Payment of  Distributions  to Ashland;
Right To Revoke  Ashland  Put  Exercise  Notice or Marathon  Call  Exercise
Notice.  If the Closing of the Marathon Call Right or the Ashland Put Right
does not occur on the Scheduled  Closing Date,  and (i) the delay is due to
(x) a failure by Marathon or USX to timely perform in any material  respect
any of its respective  covenants and agreements contained herein or (y) the
fact  that  any of  Marathon's  or  USX's  respective  representations  and
warranties contained herein (or in any certificate required to be delivered
to Ashland  pursuant  to Section  9.02(b)(iv))  have  ceased to be true and
correct in any material respect, and (ii) Ashland shall not have (x) failed
to  timely  perform  in any  material  respect  any of  its  covenants  and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect,  then (i) effective as
of 12:01 a.m. on the day immediately  following the Scheduled Closing Date,
all Ashland  Representatives  Revocable Proxies and the Ashland  LOOP/LOCAP
Revocable Proxy shall  automatically  be revoked;  (ii) Marathon shall, and
shall cause each of its  Representatives to, promptly take all such actions
as are necessary to provide that the Company shall thereupon  resume making
distributions  of  Distributable  Cash  and  Tax  Liability   Distributions
directly  to  Ashland  pursuant  to Article V of the LLC  Agreement;  (iii)
Marathon shall  immediately  pay to Ashland an amount equal to all Exercise
Period  Distributions  received by 


                                                                         56


Marathon  from the Company in  accordance  with the  provisions  of Section
5.01(a)(ii),   together  with   interest  on  each  such  Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable  to  Ashland  (or,  if  earlier,  the date such  amount was paid to
Marathon)  to (and  including)  the date such  amount is paid to Ashland in
accordance with the provisions of this clause (iii); (iv) the Company shall
immediately release to Ashland all amounts then held in the Escrow Account,
including any income earned thereon;  and (v) if the Closing shall not have
occurred  on or prior to the date  that is 180  days  after  the  Scheduled
Closing Date, Ashland  thereafter shall have the right,  exercisable at any
time  prior to the  Closing by written  notice to  Marathon,  to revoke its
Ashland Put Exercise Notice or Marathon's Marathon Call Exercise Notice, as
applicable.

                  (b)  Adjustments  to Ashland Put Price or  Marathon  Call
Price.  In  addition,  if the  Closing  of the  Marathon  Call Right or the
Ashland Put Right does not occur on the Scheduled Closing Date, and (i) the
delay is due to (x) a failure by Marathon  or USX to timely  perform in any
material respect any of its respective  covenants and agreements  contained
herein  or  (y)  the  fact  that  any of  Marathon's  or  USX's  respective
representations and warranties  contained herein have ceased to be true and
correct in any material respect, and (ii) Ashland shall not have (x) failed
to  timely  perform  in any  material  respect  any of  its  covenants  and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect, then Marathon shall be
entitled  to deduct  from the  Marathon  Call Price or from the Ashland Put
Price (or the first Installment  Payment, as applicable) payable to Ashland
on the Delayed Closing Date, an amount (the "9.04(b) Post-Scheduled Closing
Date  Distribution  Amount")  equal to the amount of any  Ashland  Exercise
Period  Distributions  that Ashland shall have received from the Company in
Cash during the Delayed  Closing Date  Interest  Period and, on the Delayed
Closing  Date,  Marathon  shall pay to Ashland in addition to the  Marathon
Call Price or the Ashland Put Price (or the first Installment  Payment,  as
applicable) and related accrued  interest  payable pursuant to Section 3.01
or 4.01, as  applicable,  an amount in Cash equal to the amount of interest
accrued during the Delayed  Closing  Interest  Period on an amount equal to
(1) the  Marathon  Call  Price  or the  Ashland  Put  Price  (or the  first
Installment   Payment  thereof,  


                                                                         57

as  applicable)   minus  (2)  the  9.04(b)   Post-Scheduled   Closing  Date
Distribution  Amount,  at a rate per annum  equal to the 30-day  LIBOR Rate
multiplied by 1.5, with daily accrual of interest.

                  (c) Other Consequences. In the event that Ashland revokes
its Ashland Put Exercise Notice or Marathon's Marathon Call Exercise Notice
pursuant to clause (v) of Section  9.03(a),  each of Ashland  and  Marathon
shall  thereafter have the right to exercise their  respective  Ashland Put
Right  and  Marathon  Call  Right  in  accordance  with  the  terms of this
Agreement.  Any such revocation  shall not operate as a release of Marathon
or USX from any  liability  it may have to  Ashland  for any  breach of its
obligations  under this Agreement and such revocation  shall not in any way
preclude  Ashland from exercising any right or power hereunder or otherwise
available to it at law or in equity as a result of any such breach.

                  SECTION 9.05.  Consequences  of a Delayed  Closing of the
Marathon Call Right or the Ashland Put Right Where No Party Is at Fault. If
the  Closing of the  Marathon  Call Right or the Ashland Put Right does not
occur on the Scheduled  Closing Date, and the delay is not due to a failure
by any party hereto to timely  perform in any  material  respect any of its
respective  covenants and agreements  contained  herein or to the fact that
any party's  representations and warranties contained herein have ceased to
be true and correct in any material  respect,  then  Marathon  shall pay to
Ashland on the Delayed Closing Date, in addition to the Marathon Call Price
or the Ashland Put Price (or the first Installment  Payment, as applicable)
and related accrued  interest  payable pursuant to Section 3.01 or 4.01, as
applicable,  an amount in Cash  equal to the  amount  of  interest  accrued
during the Delayed  Closing  Interest  Period on the Marathon Call Price or
the Ashland Put Price (or the first Installment Payment, as applicable), at
a rate per annum equal to the Base Rate, with daily accrual of interest. If
the Delayed Closing Date does not occur on or prior to the date that is 180
days after the Scheduled Closing Date and the delay is not due to an action
or failure to act by any of Marathon, USX or Ashland, then (i) effective as
of 12:01 a.m. on the day immediately following the last day of such 180-day
period,  all  Ashland  Representatives  Revocable  Proxies  and the Ashland
LOOP/LOCAP  Revocable Proxy shall  automatically be revoked;  (ii) Marathon
shall,  and shall cause each of its  


                                                                         58

Representatives  to,  promptly  take all such  actions as are  necessary to
provide that the Company shall resume making distributions of Distributable
Cash and Tax  Liability  Distributions  directly  to  Ashland  pursuant  to
Article V of the LLC Agreement;  (iii) Marathon  shall  immediately  pay to
Ashland an amount equal to all Exercise  Period  Distributions  received by
Marathon  from the Company in  accordance  with the  provisions  of Section
5.01(a)(ii),   together  with   interest  on  each  such  Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable  to  Ashland  (or,  if  earlier,  the date such  amount was paid to
Marathon)  to (and  including)  the date such  amount is paid to Ashland in
accordance with the provisions of this clause (iii); (iv) the Company shall
immediately release to Ashland all amounts then held in the Escrow Account,
including any income earned thereon;  and (v) the parties shall be restored
to their rights as though the Ashland Put Right or the Marathon  Call Right
had never been  exercised,  without  liability to any party and without any
effect on the  ability of  Ashland to  exercise  its  Ashland  Put Right or
Marathon to exercise its Marathon Call Right in  accordance  with the terms
of this Agreement in the future.

                  SECTION  9.06.  Consequences  of Delayed  Second or Third
Scheduled   Installment   Payment.  If  Marathon  shall  fail  to  make  an
Installment  Payment on the second or third Scheduled  Installment  Payment
Date,  if  applicable,  then on such  later  date on which  the  applicable
Installment  Payment is  actually  made  (such  later date being a "Delayed
Installment  Payment Date"),  Marathon shall pay to Ashland, in addition to
the applicable  Installment  Payment and related accrued  interest  payable
pursuant to Section 3.01 or 4.01, as applicable, an amount in Cash equal to
the amount of  interest  accrued  during the period  commencing  on the day
immediately  following the Scheduled Installment Payment Date and ending on
and including the date of the payment of the relevant  Installment  Payment
(the "Delayed  Installment Payment Date Interest Period") on the applicable
Installment  Payment,  at a rate per annum  equal to the 30 day LIBOR  Rate
multiplied by 1.5, with daily accrual of interest.

                  SECTION 9.07.  Consequences  of a Delayed  Closing of the
Special  Termination  Right  Where  Terminating  Member  Is at  Fault.  (a)
Continuation of Term of the Company; Right to Specific Performance.  If the
Closing of the  Special  Termination  Right  shall not have  occurred on or
prior to the  


                                                                         59

Scheduled  Closing  Date,  and (i) the delay is due to (x) a failure by the
Terminating Member (or, if Marathon is the Terminating Member,  Marathon or
USX) to timely  perform in any material  respect any of its  covenants  and
agreements  contained  herein or (y) the fact  that any of the  Terminating
Member's (or, if Marathon is the Terminating  Member,  Marathon's or USX's)
representations and warranties  contained herein have ceased to be true and
correct in any material respect,  and (ii) the Non-Terminating  Member (or,
if Marathon is the Non-Terminating  Member, Marathon or USX) shall not have
(x) failed to timely  perform in any material  respect any of its covenants
and agreements  contained herein or (y) breached any of its representations
and  warranties  contained  herein  in  any  material  respect,   then  the
Non-Terminating  Member shall have the right to elect, by written notice to
the Company and the Terminating Member, to either (i) terminate the Term of
the  Company at the end of the  Initial  Term or the  then-current  10-year
extension  thereof,  as  applicable  (in which case the Term of the Company
shall  automatically  terminate  upon the expiration of the Initial Term or
the then-current 10-year extension thereof), or (ii) extend the Term of the
Company for two  additional  years  following the expiration of the Initial
Term or the then-current 10-year extension thereof, as applicable (in which
case the Term of the  Company  shall  automatically  be  extended  for such
additional two-year period).

                  (b)  Adjustment  to  Special  Termination  Price.  If the
Closing of the Special  Termination  Right does not occur on the  Scheduled
Closing Date, and (i) the delay is due to (x) a failure by the  Terminating
Member  (or, if Marathon  is the  Terminating  Member,  Marathon or USX) to
timely perform in any material  respect any of its covenants and agreements
contained herein or (y) the fact that any of the Terminating  Member's (or,
if Marathon is the Terminating Member, Marathon's or USX's) representations
and warranties  contained  herein have ceased to be true and correct in any
material respect,  and (ii) the Non-Terminating  Member (or, if Marathon is
the  Terminating  Member,  Marathon  or USX)  shall not have (x)  failed to
timely perform in any material  respect any of its covenants and agreements
contained herein or (y) breached any of its  representations and warranties
contained herein in any material respect,  then on the Delayed Closing Date
the Non-Terminating  Member shall deduct from the Special Termination Price
payable to the  Terminating  Member on the Delayed  Closing Date, an amount
equal to the amount of interest  accrued  during the Delayed  


                                                                         60

Closing Date Interest  Period on the Special  Termination  Price, at a rate
per annum  equal to the 30-day  LIBOR Rate  multiplied  by 1.5,  with daily
accrual of interest.

                  SECTION 9.08.  Consequences  of a Delayed  Closing of the
Special  Termination  Right Where  Non-Terminating  Member Is at Fault. (a)
Revocation of Proxies;  Payment of  Distributions  to  Terminating  Member;
Right to Revoke Special Termination  Exercise Notice. If the Closing of the
Special Termination Right does not occur on the Scheduled Closing Date, and
(i) the delay is due to a failure by the  Non-Terminating  Member  (or,  if
Marathon is the Non-Terminating  Member, Marathon or USX) to timely perform
in any  material  respect any of its  covenants  and  agreements  contained
herein or (y) the fact that any of the  Non-Terminating  Member's  (or,  if
Marathon   is   the   Non-Terminating   Member,    Marathon's   or   USX's)
representations and warranties  contained herein have ceased to be true and
correct in any material  respect,  and (ii) the Terminating  Member (or, if
Marathon  is the  Terminating  Member,  Marathon or USX) shall not have (x)
failed to timely  perform in any material  respect any of its covenants and
agreements  contained herein or (y) breached any of its representations and
warranties contained herein in any material respect,  then (i) effective as
of 12:01 a.m. on the day immediately  following the Scheduled Closing Date,
all Marathon  Representative  Revocable Proxies (in the circumstance  where
Marathon is the Terminating Member) or all Ashland Representative Revocable
Proxies and the Ashland  LOOP/LOCAP  Revocable  Proxy (in the  circumstance
where Ashland is the Terminating  Member) shall  automatically  be revoked;
(ii)  the  Non-Terminating  Member  shall,  and  shall  cause  each  of its
Representatives  to,  promptly  take all such  actions as are  necessary to
provide that the Company shall  thereupon  resume making  distributions  of
Distributable  Cash  and  Tax  Liability   Distributions  directly  to  the
Terminating  Member  pursuant to Article V of the LLC Agreement;  (iii) the
Non-Terminating  Member shall immediately pay to the Terminating  Member an
amount  equal  to  all  Exercise  Period  Distributions   received  by  the
Non-Terminating  Member from the Company in accordance  with the provisions
of Section 5.01(a)(ii) or Section 5.01(b)(ii), as applicable, together with
interest  on each such  Exercise  Period  Distribution  at a rate per annum
equal  to the  Base  Rate,  with  daily  accrual  of  interest,  from  (but
excluding)  the date such amount was otherwise  payable to the  Terminating
Member   (or,   if   earlier,   the  date  such  amount  was  paid  to  the
Non-Terminating  Member) to (and including) the 


                                                                         61

date such amount is paid to the  Terminating  Member in accordance with the
provisions of this clause (iii); (iv) the Company shall immediately release
to the  Terminating  Member all  amounts  then held in the Escrow  Account,
including any income earned thereon;  and (v) if the Closing shall not have
occurred on or prior to the date that is 120 days before the  expiration of
the Initial Term or the then-current 10-year extension thereof, each of the
Terminating Member and the Non-Terminating Member thereafter shall have the
right,  exercisable  at any time prior to the Closing by written  notice to
the other party, to revoke the Non-Terminating Member's Special Termination
Exercise Notice, in which event the Term of the Company shall automatically
terminate  upon the  expiration  of the  Initial  Term or the  then-current
10-year extension thereof.

                  (b)   Adjustments  to  Special   Termination   Price.  In
addition, if the Closing of the Special Termination Right does not occur on
the Scheduled  Closing  Date,  and (i) the delay is due to (x) a failure by
the Non-Terminating Member (or, if Marathon is the Non-Terminating  Member,
Marathon  or USX) to timely  perform  in any  material  respect  any of its
covenants and agreements  contained  herein or (y) the fact that any of the
Non-Terminating  Member's (or, if Marathon is the  Non-Terminating  Member,
Marathon's or USX's)  representations and warranties  contained herein have
ceased  to be true  and  correct  in any  material  respect,  and  (ii) the
Terminating Member (or, if Marathon is the Terminating Member,  Marathon or
USX) shall not have (x) failed to timely  perform in any  material  respect
any of its covenants and agreements contained herein or (y) breached any of
its  representations  and  warranties  contained  herein  in  any  material
respect,  then the Non-Terminating  Member shall be entitled to deduct from
the Special  Termination  Price  payable to the  Terminating  Member on the
Delayed Closing Date, an amount (the "9.08(b)  Post-Scheduled  Closing Date
Distribution   Amount")  equal  to  the  amount  of  any  Exercise   Period
Distributions  that the  Terminating  Member shall have  received  from the
Company in Cash during the Delayed Closing Date Interest Period and, on the
Delayed  Closing  Date,  the  Non-Terminating   Member  shall  pay  to  the
Terminating Member in addition to the Special Termination Price and related
accrued  interest payable pursuant to Section 2.01, an amount in Cash equal
to the amount of  interest  accrued  during the  Delayed  Closing  Interest
Period on an amount  equal to (1) the Special  Termination  Price minus (2)
the 9.08(b)  Post-Scheduled Closing Date Distribution Amount, at a rate 


                                                                         62

per annum  equal to the 30-day  LIBOR Rate  multiplied  by 1.5,  with daily
accrual of interest.

                  (c) Other Consequences. In the event that the Terminating
Member revokes the Non-Terminating  Member's Special  Termination  Exercise
Notice, then the Non-Terminating Member shall not thereafter have the right
to exercise its Special  Termination  Right.  Any such revocation shall not
operate as a release of the  Non-Terminating  Member from any  liability it
may have to the Terminating  Member for any breach of its obligations under
this  Agreement  and such  revocation  shall  not in any way  preclude  the
Terminating  Member  from  exercising  any  right  or  power  hereunder  or
otherwise  available  to it at law or in  equity  as a  result  of any such
breach.

                  SECTION 9.09.  Consequences of Delayed Closing of Special
Termination Right Where No Party Is at Fault. If the Closing of the Special
Termination  Right does not occur on the Scheduled  Closing  Date,  and the
delay is not due to a failure by any party hereto to timely  perform in any
material respect any of its respective  covenants and agreements  contained
herein  or to the fact  that any  party's  representations  and  warranties
contained  herein  have  ceased  to be true  and  correct  in any  material
respect,  then the  Non-Terminating  Member  shall  pay to the  Terminating
Member on the Delayed Closing Date, in addition to the Special  Termination
Price and related  accrued  interest  payable  pursuant to Section 2.01, an
amount in Cash equal to the amount of interest  accrued  during the Delayed
Closing  Interest  Period on the Special  Termination  Price, at a rate per
annum  equal to the Base Rate,  with  daily  accrual  of  interest.  If the
Delayed  Closing  Date  does not  occur on or prior to the date that is 120
days before the expiration of the Initial Term or the then-current  10-year
extension  thereof  and the delay is not due to an action or failure to act
by the Terminating Member or the Non-Terminating Member, then (i) effective
as of 12:01 a.m. on the day immediately following such 120th day before the
expiration  of the  Initial  Term  or the  then-current  10-year  extension
thereof, all Marathon Representative Revocable Proxies (in the circumstance
where  Marathon is the  Terminating  Member) or all Ashland  Representative
Revocable  Proxies  and the  Ashland  LOOP/LOCAP  Revocable  Proxy  (in the
circumstance  where  Ashland is the  Terminating  Member) shall be revoked;
(ii)  the  Non-Terminating  Member  shall,  and  shall  cause  each  of its
Representatives  to,  promptly  take all such  actions 


                                                                         63

as  are   necessary  to  provide  that  the  Company  shall  resume  making
distributions  of  Distributable  Cash  and  Tax  Liability   Distributions
directly  to the  Terminating  Member  pursuant  to  Article  V of the  LLC
Agreement;  (iii) the  Non-Terminating  Member shall immediately pay to the
Terminating  Member an amount  equal to all Exercise  Period  Distributions
received by the Non-Terminating  Member from the Company in accordance with
the  provisions  of  Section   5.01(a)(ii)  or  Section   5.01(b)(ii),   as
applicable,   together  with   interest  on  each  such   Exercise   Period
Distribution at a rate per annum equal to the Base Rate, with daily accrual
of  interest,  from (but  excluding)  the date such  amount  was  otherwise
payable to the Terminating Member (or, if earlier, the date such amount was
paid to the Non-Terminating Member) to (and including) the date such amount
is paid to the Terminating Member in accordance with the provisions of this
clause (iii); (iv) the Company shall immediately release to the Terminating
Member all amounts then held in the Escrow  Account,  including  any income
earned  thereon;  and  (v)  the  Term of the  Company  shall  automatically
terminate  upon the  expiration  of the  Initial  Term or the  then-current
10-year extension thereof.


                                 ARTICLE X

                            Registration Rights

                  SECTION  10.01.  Registration  upon Request.  (a) Ashland
shall  have the right to make a written  demand  upon the issuer or, in the
case of any Marathon Debt  Securities  issued by Marathon and guaranteed by
USX,  issuers of any class of  Securities  delivered  or to be delivered to
Ashland as payment of any portion of the  Ashland  Put Price (both  parties
hereinafter referred to collectively as the "Issuer"), on not more than six
separate  occasions  (subject to the provisions of this Section 10.01),  to
either, at Ashland's option, (i) register under the Securities Act all or a
portion of such  Securities for purposes of a public offering by Ashland of
such Securities or (ii) prepare an Offering Memorandum that covers all or a
portion of such  Securities for purposes of a private  placement by Ashland
of such  Securities  (either of such requests being referred to herein as a
"Demand Registration") that were not registered under the Securities Act at
the time of issuance  thereof to Ashland on the Closing Date or Installment
Payment Date, as the case may be, and the Issuer shall use its best efforts



                                                                         64

to file a Registration Statement and cause such Securities to be registered
under the Securities Act (in the case of a Demand Registration for a public
offering)  or to  prepare  a final  Offering  Memorandum  (in the case of a
Demand  Registration  for a  private  placement)  (i)  in the  case  of any
Securities  to  be  delivered  to  Ashland  on  the  Closing  Date  or  any
Installment  Payment  Date,  not later than the  Scheduled  Closing Date or
applicable  Scheduled  Installment  Payment Date or (ii) in the case of any
Securities  that have been  delivered to Ashland on the Closing Date or any
Installment  Payment  Date,  in each case not later than 60 days after such
written  demand by Ashland;  provided that each Demand  Registration  shall
cover  Securities  having an  aggregate  fair  market  value  (based on the
then-current  market  value of such  Securities  or, if such  market  value
cannot  be  determined,  based  on the  expected  offering  price  of  such
Securities) equal to (i) in the case of a public offering,  $100 million or
more,  unless Ashland shall hold less than $100 million of  Securities,  in
which event, the remaining  Securities held by Ashland and (ii) in the case
of a private placement, $25 million or more, unless Ashland shall hold less
than $25 million of Securities,  in which event,  the remaining  Securities
held by Ashland.

                  (b)  Notwithstanding  the provisions of Section 10.01(a),
the  Issuer  (i) shall not be  obligated  to  prepare or file more than one
Registration  Statement pursuant to this Section 10.01 during any six month
period  (measured  from the  effective  date (or,  in the case of a private
placement,  the  closing  date)  of  the  most  recently  requested  Demand
Registration  to the date of the demand by Ashland for a subsequent  Demand
Registration)  and (ii) shall be  entitled  to  postpone  the filing of any
Registration  Statement  otherwise  required to be prepared and filed by it
pursuant  to  Section  10.01(a),  and to  prevent  Ashland  from  initially
distributing any Offering  Memorandum required to be prepared by the Issuer
pursuant  to Section  10.01(a),  in each case (x) if the Issuer is actively
pursuing an  Underwritten  Public  Offering,  for a period of up to 90 days
following the closing of any Underwritten  Public  Offering;  provided that
the  Issuer is advised  by its  managing  underwriter  or  underwriters  in
writing (with a copy to Ashland),  that the price at which securities would
be  offered  in  such  offering  would,  in its  or in  their  opinion,  be
materially   adversely   affected  by  the   registration  or  the  initial
dissemination of the Offering Memorandum so requested,  or (y) for a period
of up to 90 days if the 



                                                                         65

Issuer  determines  in its  reasonable  judgment and in good faith that the
registration and distribution of such Securities (or the private  placement
thereof,  in the case of a sale by Ashland of such  securities  pursuant to
Section 4(2) or Rule 144A of the Securities Act) would materially adversely
impair or interfere with in any material respect any contemplated  material
financing,  acquisition,  disposition,  corporate  reorganization  or other
similar  transaction  involving  the Issuer or any of its  subsidiaries  or
Affiliates  ((x)  or  (y)  being  hereinafter  referred  to as a  "Blackout
Period"),  provided, however, that the aggregate number of days included in
all Blackout  Periods during any consecutive 12 months shall not exceed 180
days, and;  provided  further,  however,  that a period of at least 30 days
shall  elapse  between  the  termination  of any  Blackout  Period  and the
commencement of the immediately succeeding Blackout Period. In the event of
such  postponement,  Ashland  shall have the right to withdraw such request
for  registration or request for  preparation of an Offering  Memorandum by
giving  written notice to the Issuer within 20 days after receipt of notice
of postponement  and, in the event of such  withdrawal,  such request shall
not  be  counted  for  purposes  of   determining   the  number  of  Demand
Registrations to which Ashland is entitled pursuant to Section 10.01(a).

                  (c) A  registration  requested  pursuant to this  Section
10.01  shall not be deemed to have been  effected  unless the  Registration
Statement  relating  thereto (i) has become  effective under the Securities
Act and (ii) has  remained  effective  for a period of at least 90 days (or
such shorter period in which all Securities  included in such  registration
have actually been sold thereunder);  provided,  however, that if after any
Registration  Statement  requested  pursuant to this Section  10.01 becomes
effective such Registration Statement is interfered with by any stop order,
injunction  or  other  order  or  requirement  of the  Commission  or other
Governmental Authority solely due to the actions or omissions to act of the
Issuer  prior to  being  effective  for 90 days  and  less  than 75% of the
Securities have been sold thereunder,  such Registration Statement shall be
at the sole  expense  of the  Issuer  and  shall  not  constitute  a Demand
Registration.  In addition,  a request for the  preparation  of an Offering
Memorandum  pursuant to this Section 10.01 shall not be deemed to have been
effected unless the information  contained in such Offering  Memorandum has
remained  "reasonably  current" (as such term is defined in Rule 144A 


                                                                         66

under the Securities Act) for a period of at least 90 days (or such shorter
period in which all  Securities  covered by such Offering  Memorandum  have
actually been sold thereunder);  provided,  however,  that if such Offering
Memorandum is interfered with by any stop order,  injunction or other order
or requirement of the Commission or other Governmental Authority solely due
to the actions or  omissions  to act of the Issuer  prior to such  Offering
Memorandum being made available to Ashland for 90 days and less than 75% of
the Securities have been sold pursuant  thereto,  such Offering  Memorandum
shall be at the sole  expense  of the  Issuer  and shall not  constitute  a
Demand Registration.

                  (d) On or after the date  hereof,  the  Issuer  shall not
grant to any other holder of its securities,  whether currently outstanding
or issued in the future, any incidental or "piggy-back" registration rights
with respect to any  Registration  Statement  filed or Offering  Memorandum
prepared  pursuant to a Demand  Registration  under this Section 10.01 and,
without  the prior  consent of  Ashland,  will not permit any holder of its
securities  to  participate  in any  offering  or  private  placement  made
pursuant to a Demand Registration under this Section 10.01.

                  (e) If a Demand  Registration  involves  an  Underwritten
Public Offering and the managing  underwriter or underwriters  shall advise
the  Issuer  and  Ashland  in  writing  that,  in its view,  the  number of
securities  requested  to be  included  in  such  registration  (including,
without  limitation,  Securities  requested  to  be  included  by  Ashland,
securities  which  the  Issuer  proposes  to be  included,  and  securities
proposed to be included by other holders of securities  entitled to include
securities in such  registration  pursuant to  incidental  or  "piggy-back"
registration rights other than those pursuant to this Article X (the "Other
Holders"))  exceeds the largest number of shares of securities which can be
sold without having an adverse effect on such offering, including the price
at which such  securities can be sold (the "Maximum  Offering  Size"),  the
Issuer shall include in such registration, in the priority listed below, up
to the Maximum Offering Size:

                  (i) first,  all Securities  requested to be registered by
Ashland;


                                                                         67


                  (ii) second,  all securities  requested to be included in
         such  registration by any Other Holder  (allocated,  if necessary,
         for the offering not to exceed the Maximum Offering Size, pro rata
         among such Other  Holders on the basis of the  relative  number of
         securities requested to be included in such registration); and

                  (iii) third, any securities  proposed to be registered by
         the  Issuer or by any Other  Holders  pursuant  to  incidental  or
         "piggy-back" registration rights.

                  (f) Ashland may, at any time, prior to the effective date
of the Registration  Statement or the initial  distribution of the Offering
Memorandum  relating to such  request,  revoke such  request by providing a
written  notice to the Issuer,  in which case such request,  as so revoked,
shall not constitute a Demand Registration.

                  SECTION 10.02.  Covenants of the Issuer. (a) Registration
Statement Covenants.  In the event that any Securities are to be registered
pursuant to Section  10.01,  the Issuer  covenants and agrees that it shall
(i) use its best efforts to effect the registration,  (ii) cooperate in the
sale of the Securities and (iii) as expeditiously as possible:

                  (1) prepare and file with the  Commission a  Registration
         Statement  with  respect  to  such  Securities  on  Form  S-3,  if
         permitted,  or  otherwise  on any form for which the  Issuer  then
         qualifies or which counsel for the Issuer shall deem  appropriate,
         and which form shall be available  for the sale of the  Securities
         in accordance with the intended  methods of distribution  thereof,
         and use its best efforts to cause such  Registration  Statement to
         become and remain effective;

                  (2) prepare and file with the  Commission  amendments and
         supplements to such Registration  Statement and prospectus used in
         connection   therewith   as  may  be  necessary  to  maintain  the
         effectiveness  of  such   registration  and  to  comply  with  the
         provisions of the Securities  Act with respect to the  disposition
         of all securities covered by such Registration Statement until the
         earlier  of (i)  such  time as all of such  securities  have  been
         disposed of in accordance with the 


                                                                         68

         intended  methods  of  disposition  by  Ashland  set forth in such
         Registration  Statement  and (ii) the  expiration of 90 days after
         the date such Registration  Statement becomes effective;  provided
         that before filing a Registration Statement or prospectus,  or any
         amendments  or  supplements  thereto,  the Issuer shall furnish to
         Ashland and its counsel,  copies of all  documents  proposed to be
         filed;

                  (3)  furnish  to  Ashland  such  number of copies of such
         Registration  Statement  and  of  each  amendment  and  supplement
         thereto  (in each case  including  all  exhibits),  such number of
         copies of the prospectus and prospectus supplement, as applicable,
         in conformity  with the  requirements  of the Securities  Act, and
         such other documents as Ashland may reasonably request in order to
         facilitate the disposition of the Securities by Ashland;

                  (4) use its best  efforts to  register  or  qualify  such
         Securities covered by such Registration Statement under such other
         securities or blue sky laws of such jurisdictions as Ashland shall
         reasonably request, and do any and all other acts and things which
         may be  reasonably  necessary or  advisable  to enable  Ashland to
         consummate the disposition in such jurisdictions of the Securities
         owned by Ashland,  except  that the Issuer  shall not for any such
         purpose be required to (i) qualify  generally  to do business as a
         foreign  corporation  in  any  jurisdiction  where,  but  for  the
         requirements  of  this  Section  10.04(a)(4),   it  would  not  be
         obligated to be so qualified,  (ii) subject  itself to taxation in
         any such  jurisdiction  or (iii)  consent  to  general  service of
         process in any such jurisdiction);

                  (5) use its best efforts to cause such Securities covered
         by such  Registration  Statement to be registered with or approved
         by such  other  governmental  agencies  or  authorities  as may be
         necessary to enable Ashland to consummate the  disposition of such
         Securities;

                  (6) notify Ashland at any time when a prospectus relating
         to a Registration  Statement is required to be delivered under the
         Securities Act within the appropriate  period mentioned in Section
         10.02(a)(2),  of the  happening  of any event as a result of which
         such  Registration  Statement  contains an untrue  statement  of a


                                                                         69


         material  fact or omits to state a material  fact  required  to be
         stated  therein or  necessary to make the  statements  therein not
         misleading in light of the circumstances then existing, and at the
         request of Ashland,  prepare  and furnish to Ashland a  reasonable
         number of copies of an amended or  supplemental  prospectus as may
         be necessary so that, as thereafter delivered to the purchasers of
         such  Securities,  such  prospectus  shall not  contain  an untrue
         statement  of a  material  fact or omit to state a  material  fact
         required to be stated  therein or necessary to make the statements
         therein  not  misleading  in  light  of  the  circumstances   then
         existing;

                  (7)  otherwise  use its best  efforts to comply  with all
         applicable  rules  and  regulations  of the  Commission,  and make
         available to Ashland,  as soon as reasonably  practicable (but not
         more  than  eighteen  months)  after  the  effective  date  of the
         Registration  Statement, an earnings statement which shall satisfy
         the  provisions  of Section  11(a) of the  Securities  Act and the
         rules and regulations promulgated thereunder;

                  (8) use its best  efforts  to cause  all such  Securities
         that are Marathon Equity Securities to be listed on any securities
         exchange on which the securities of the Issuer are then listed, if
         such  Securities  are not already so listed and if such listing is
         then permitted under the rules of such exchange,  and to provide a
         transfer agent and registrar for such  Securities  covered by such
         Registration  Statement no later than the  effective  date of such
         Registration Statement;

                  (9) use its  best  efforts  to  obtain  a "cold  comfort"
         letter or letters from the Issuer's independent public accountants
         in customary form; and

                  (10) cooperate with Ashland and the managing  underwriter
         or underwriters,  if any, to facilitate the timely preparation and
         delivery of  certificates  (not bearing any  restrictive  legends)
         representing  the  Securities  to be sold under such  Registration
         Statement,  and enable such Securities to be in such denominations
         and  registered  in such  names  as the  managing  underwriter  or
         underwriters, if any, or Ashland may request.


                                                                         70


                  (b) Offering Memorandum Covenants.  In the event that any
Securities  are to be sold by  Ashland by means of an  Offering  Memorandum
prepared by the Issuer pursuant to Sections 10.01, the Issuer covenants and
agrees that it shall (i) cooperate in the sale of the  Securities  and (ii)
as expeditiously as possible:

                  (1) prepare the Offering Memorandum;

                  (2) prepare  amendments and  supplements to such Offering
         Memorandum  as may be  necessary to keep the  information  in such
         Offering Memorandum  "reasonably current" (as such term is defined
         in Rule 144A  under  the  Securities  Act) and to comply  with the
         provisions of the Securities  Act with respect to the  disposition
         of all securities  covered by such Offering  Memorandum  until the
         earlier  of (i)  such  time as all of such  securities  have  been
         disposed of in accordance with the intended methods of disposition
         by  Ashland  set forth in such  Offering  Memorandum  and (ii) the
         expiration of 90 days after the date such Offering  Memorandum (in
         definitive form) is circulated to the initial purchasers; provided
         that before making any  amendments  or  supplements  thereto,  the
         Issuer  shall  furnish to Ashland and its  counsel,  copies of all
         proposed amendments or supplements;

                  (3)  furnish  to  Ashland  such  number of copies of such
         Offering  Memorandum and of each amendment and supplement  thereto
         (in each case including all exhibits), and such other documents as
         Ashland  may  reasonably   request  in  order  to  facilitate  the
         disposition of the Securities by Ashland;

                  (4) use its best  efforts to  register  or  qualify  such
         Securities  covered by such Offering  Memorandum  under such other
         securities or blue sky laws of such jurisdictions as Ashland shall
         reasonably request, and do any and all other acts and things which
         may be  reasonably  necessary or  advisable  to enable  Ashland to
         consummate the disposition in such jurisdictions of the Securities
         owned by Ashland,  except  that the Issuer  shall not for any such
         purpose be required to (i) qualify  generally  to do business as a
         foreign  corporation  in  any  jurisdiction  where,  but  for  the
         requirements  of  this  Section  10.02(b)(4),   it  would  not  be
         obligated to be so qualified,  (ii) subject  itself to 


                                                                         71

         taxation  in any such  jurisdiction  or (iii)  consent  to general
         service of process in any such jurisdiction);

                  (5) use its best efforts to cause such Securities covered
         by such Offering  Memorandum to be registered  with or approved by
         such  other  governmental   agencies  or  authorities  as  may  be
         necessary to enable Ashland to consummate the  disposition of such
         Securities;

                  (6) notify Ashland at any time prior to the completion of
         the sale of the  Securities  by  Ashland  that are  covered by the
         Offering Memorandum,  of the happening of any event as a result of
         which such Offering  Memorandum  contains an untrue statement of a
         material  fact or omits to state a material  fact  required  to be
         stated  therein or  necessary to make the  statements  therein not
         misleading in light of the circumstances then existing, and at the
         request of Ashland,  prepare  and furnish to Ashland a  reasonable
         number of copies of an amended or supplemental Offering Memorandum
         as may be  necessary  so  that,  as  thereafter  delivered  to the
         purchasers of such Securities,  such Offering Memorandum shall not
         contain an untrue  statement of a material fact or omit to state a
         material fact  required to be stated  therein or necessary to make
         the   statements   therein   not   misleading   in  light  of  the
         circumstances then existing;

                  (7)  otherwise  use its best  efforts to comply  with all
         applicable rules and regulations of the Commission;

                  (8) use its best  efforts  to cause  all such  Securities
         that are Marathon Equity Securities to be listed on any securities
         exchange on which the securities of the Issuer are then listed, if
         such  Securities  are not already so listed and if such listing is
         then permitted under the rules of such exchange,  and to provide a
         transfer agent and registrar for such  Securities  covered by such
         Offering  Memorandum  no  later  than the  effective  date of such
         Offering Memorandum;

                  (9) use its  best  efforts  to  obtain  a "cold  comfort"
         letter or letters from the Issuer's independent public accountants
         in customary form; and


                                                                         72


                  (10) cooperate  with Ashland and the initial  purchasers,
         if any,  to  facilitate  the timely  preparation  and  delivery of
         certificates  representing  the  Securities  to be sold under such
         Offering  Memorandum,  and enable  such  Securities  to be in such
         denominations   and  registered  in  such  names  as  the  initial
         purchasers, if any, or Ashland may request.

                  The Issuer may require Ashland to furnish the Issuer with
such  information   regarding  Ashland  and  pertinent  to  the  disclosure
requirements  relating to the registration  and/or the distribution of such
Securities  pursuant to this  Article X as the Issuer may from time to time
reasonably request in writing.

                  Ashland agrees that,  upon receipt of any notice from the
Issuer of the  happening  of any  event of the kind  described  in  Section
10.02(a)(6)  or  10.02(b)(6),  or of  the  imposition  by the  Issuer  of a
Blackout  Period  of the type  described  in  clause  (y) of  10.01(b)(ii),
Ashland shall  forthwith  discontinue  such  disposition of such Securities
pursuant to the Registration Statement or Offering Memorandum covering such
Securities  until  Ashland's  receipt of the copies of the  supplemented or
amended   prospectus  or  Offering   Memorandum   contemplated  by  Section
10.02(a)(6)  and  10.02(b)(6),  respectively,  or the  expiration  of  such
Blackout Period, as applicable,  and, if so directed by the Issuer, Ashland
shall  deliver to the Issuer (at the Issuer's  expense)  all copies,  other
than permanent file copies then in Ashland's possession,  of the prospectus
or Offering  Memorandum  covering  such  Securities  current at the time of
receipt of such notice. In the event the Issuer shall give any such notice,
the period mentioned in Section 10.02(a)(2) or 10.02(b)(2),  as applicable,
shall be  extended by the number of days during the period from the date of
the giving of such notice  pursuant to Section  10.02(a)(6) or 10.02(b)(6),
as  applicable,  and through the date when Ashland  shall have received the
copies of the  supplemented  or amended  prospectus or Offering  Memorandum
contemplated by Section  10.02(a)(6) or 10.02(b)(6),  respectively,  or the
expiration of such Blackout Period, as applicable.

                  SECTION 10.03. Fees and Expenses.  In connection with any
registration  pursuant to this Article X or the preparation of any Offering
Memorandum pursuant to this Article X, (i) Ashland shall pay all agent fees
and commissions and underwriting  discounts and commissions  


                                                                         73

related  to  the  Securities  being  sold  by  Ashland  and  the  fees  and
disbursements  of its counsel and accountants and (ii) the Issuer shall pay
all fees and disbursements of its counsel and accountants and the expenses,
including  fees  incurred  in  the  preparation  of a cold  comfort  letter
requested by Ashland  pursuant to Section  10.02(a)(9) or  10.02(b)(9),  as
applicable.   All  others  fees  and  expenses  in   connection   with  any
Registration   Statement  or  Offering   Memorandum   (including,   without
limitation,  all registration and filing fees, all printing costs, all fees
and expenses of complying with  securities or blue sky laws) shall be borne
by Ashland;  provided that Ashland  shall not pay any expenses  relating to
work that would  otherwise  be  incurred by the Issuer  including,  but not
limited  to,  the  preparation  and  filing of  periodic  reports  with the
Commission.

                  SECTION 10.04.  Indemnification and Contribution.  In the
case of any offering  registered  pursuant to this Article X or any private
placement  pursuant  to an  Offering  Memorandum  prepared  by  the  Issuer
pursuant  to this  Article  X, the  Issuer  agrees  to  indemnify  and hold
Ashland,  each underwriter or initial purchaser,  if any, of the Securities
under such  registration  or covered by such Offering  Memorandum  and each
person who controls any of the  foregoing  within the meaning of Section 15
of the Securities Act, and any director,  officer,  employee,  stockholder,
partner,  agent or representative,  of the foregoing,  harmless against any
and all losses,  claims, damages or liabilities (including reasonable legal
fees and  other  reasonable  expenses  incurred  in the  investigation  and
defense thereof)  (collectively  "Losses") to which they or any of them may
become subject under the  Securities Act or otherwise,  insofar as any such
Losses  shall arise out of or shall be based upon (i) any untrue  statement
or  alleged   untrue   statement  of  a  material  fact  contained  in  the
Registration  Statement (as amended if the Issuer shall have filed with the
Commission any amendment thereof) or Offering Memorandum (as amended if the
Issuer  shall  have   prepared   and   delivered  to  Ashland  for  private
distribution any amendment to such Offering Memorandum), or the omission or
alleged  omission to state  therein a material  fact  required to be stated
therein  or  necessary  to make  the  statements  therein,  in light of the
circumstances under which they were made, not misleading or (ii) any untrue
statement or alleged  untrue  statement of a material fact contained in the
prospectus  relating  to  the  sale  of  such  Securities  (as  amended  or
supplemented  if the  Issuer  shall  have  filed  with the  Commission  any
amendment  



                                                                         74

thereof or  supplement  thereto),  or the  omission or alleged  omission to
state  therein a material  fact  necessary in order to make the  statements
therein,  in light of the  circumstances  under  which they were made,  not
misleading;  provided  that the  indemnification  contained in this Section
10.04 shall not apply to such  Losses  which shall arise out of or shall be
based upon any such untrue  statement or alleged untrue  statement,  or any
such omission or alleged  omission,  which shall have been made in reliance
upon and in conformity with information  furnished in writing to the Issuer
by Ashland or such  underwriter or initial  purchaser,  as the case may be,
specifically for use in connection with the preparation of the Registration
Statement,  the prospectus  contained in the Registration  Statement or the
Offering  Memorandum,  as  applicable,  or any such  amendment  thereof  or
supplement therein.

                  Notwithstanding the foregoing  provisions of this Section
10.04,  the  Issuer  shall  not  be  liable  to  Ashland,  any  person  who
participates as an underwriter in the offering or sale of such  Securities,
any  person  who  participates  as an  initial  purchaser  in  the  private
placement  of such  Securities  or any other  person,  if any, who controls
Ashland or any underwriter or initial  purchaser (within the meaning of the
Securities  Act),  under the indemnity  agreement in this Section 10.04 for
any such Losses that arise out of Ashland's or such other person's  failure
to send or give a copy of the final prospectus or final Offering Memorandum
to the person  asserting an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the written confirmation of the
sale of the  Securities  to such person if such  statement  or omission was
corrected in such final  prospectus or final  Offering  Memorandum  and the
Issuer has  previously  furnished  copies  thereof in accordance  with this
Agreement.

                  In the case of each offering  registered pursuant to this
Article X and each  private  placement  pursuant to this Article X, Ashland
shall  agree,   and  each  underwriter  or  initial   purchaser,   if  any,
participating therein shall agree,  substantially in the same manner and to
the same  extent  as set forth in the  preceding  paragraph,  severally  to
indemnify  and hold  harmless  the Issuer and each person who  controls the
Issuer  within the  meaning of Section 15 of the  Securities  Act,  and any
director, officer, employee, stockholder,  partner, agent or representative
of the Issuer,  with  respect to any  statement  in or  omission  from such


                                                                         75

Registration  Statement  (as  amended  or as  supplemented,  if  amended or
supplemented  as  aforesaid)  or  Offering  Memorandum  (as  amended  or as
supplemented,  if amended or supplemented as aforesaid),  as applicable, if
such  statement  or omission  shall have been made in reliance  upon and in
conformity with  information  furnished in writing to the Issuer by Ashland
or such underwriter or initial purchaser,  as the case may be, specifically
for use in  connection  with the  Registration  Statement,  the  prospectus
contained in such  Registration  Statement or the Offering  Memorandum,  as
applicable, or any such amendment thereof or supplement thereto.

                  Each party  indemnified  under this Section  10.04 shall,
promptly after receipt of notice of the  commencement  of any claim against
any such  indemnified  party in  respect of which  indemnity  may be sought
hereunder,  notify the  indemnifying  party in writing of the  commencement
thereof.  The failure of any indemnified party to so notify an indemnifying
party of any  action  shall not  relieve  the  indemnifying  party from any
liability in respect of such action  which it may have to such  indemnified
party on account of the indemnity  contained in this Section 10.04,  unless
(and only to the  extent) the  indemnifying  party was  prejudiced  by such
failure,  and in no event shall such failure relieve the indemnifying party
from any other  liability which it may have to such  indemnified  party. In
case any action in respect of which indemnification may be sought hereunder
shall be  brought  against  any  indemnified  party and it shall  notify an
indemnifying  party of the commencement  thereof,  the  indemnifying  party
shall be entitled  to  participate  therein  and, to the extent that it may
desire,  jointly with any other indemnifying party similarly  notified,  to
assume the defense thereof through counsel  reasonably  satisfactory to the
indemnified  party,  and after notice from the  indemnifying  party to such
indemnified  party of its  election so to assume the defense  thereof,  the
indemnifying party shall not be liable to such indemnified party under this
Section 10.04 for any legal or other expenses subsequently incurred by such
indemnified  party in  connection  with the  defense  thereof,  other  than
reasonable  costs  of  investigation  (unless  (i) such  indemnified  party
reasonably  objects to such  assumption  on the  grounds  that there may be
defenses  available to it which are different  from or in addition to those
available to such indemnifying  party, (ii) the indemnifying party and such
indemnified  party  shall have  mutually  agreed to the  retention  of such
counsel  or (iii)  in the  reasonable  opinion  


                                                                         76

of such indemnified  party  representation of such indemnified party by the
counsel  retained by the indemnifying  party would be inappropriate  due to
actual or potential  differing interests between such indemnified party and
any other party  represented by such counsel in such  proceeding,  in which
case the indemnified  party shall be reimbursed by the  indemnifying  party
for the reasonable  expenses incurred in connection with retaining one firm
of separate legal counsel; provided that (i) in circumstances where Ashland
or an  underwriter  or initial  purchaser is the  indemnifying  party,  the
indemnifying  party  shall  not be  liable  for more than one firm of legal
counsel for all  indemnified  parties and (ii) in  circumstances  where the
Issuer is the  indemnifying  party,  the  indemnifying  party  shall not be
liable for more than (A) one firm of legal counsel for Ashland, each person
who  controls  Ashland  within the meaning of Section 15 of the  Securities
Act, and any director,  officer, employee,  stockholder,  partner, agent or
representative  of  Ashland,  and (B) one  firm of  legal  counsel  for the
underwriters or initial purchasers,  if any, indemnified under this Section
10.04,  each person who controls such  underwriters  or initial  purchasers
within the meaning of Section 15 of the  Securities  Act, and any director,
officer,  employee,  stockholder,  partner, agent or representative of such
underwriters or initial  purchasers).  No indemnifying party shall, without
the prior written consent of the indemnified  party,  effect any settlement
of any claim or pending or  threatened  proceeding  in respect of which the
indemnified  party is or could have been a party and  indemnity  could have
been sought  hereunder by such  indemnified  party,  unless such settlement
includes  an  unconditional  release  of such  indemnified  party  from all
liability arising out of such claim or proceeding. If an indemnifying party
shall have expressly  acknowledged  its  indemnification  obligations  with
respect  to  a  claim  or  pending  or  threatened  proceeding,   then  the
indemnified  party with  respect  to such  claim or  pending or  threatened
proceeding shall not, without the prior written consent of the indemnifying
party,  effect  any  settlement  of such  claim or  pending  or  threatened
proceeding.

                  If the indemnification provided for in this Section 10.04
is  unavailable  to an indemnified  party or is  insufficient  to hold such
indemnified party harmless from any Losses in respect of which this Section
10.04  would  otherwise  apply  by its  terms  (other  than  by  reason  of
exceptions  provide herein),  then each applicable  


                                                                         77

indemnifying  party, in lieu of indemnifying such indemnified  party, shall
have a joint and several  obligation  to  contribute  to the amount paid or
payable  by such  indemnified  party as a result  of such  Losses,  in such
proportion as is appropriate to reflect the relative  benefits  received by
and fault of the indemnifying  party, on the one hand, and such indemnified
party,  on the other  hand,  in  connection  with the  offering  or private
placement to which such contribution  relates as well as any other relevant
equitable  considerations.  The relative  benefit  shall be  determined  by
reference to, among other things,  the amount of proceeds  received by each
party from the  offering or private  placement  to which such  contribution
relates.  The relative  fault shall be  determined  by reference  to, among
other things,  each party's  relative  knowledge and access to  information
concerning the matter with respect to which the claim was asserted, and the
opportunity  to correct and prevent any  statement or omission.  The amount
paid or  payable  by a party as a result of any  Losses  shall be deemed to
include  any legal or other  fees or  expenses  incurred  by such  party in
connection with any  investigation or proceeding,  to the extent such party
would  have  been  indemnified  for such  expenses  if the  indemnification
provided for in this Section 10.04 was available to such party.

                  The  parties  hereto  agree that it would not be just and
equitable if contribution pursuant to this Section 10.04 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the  equitable  considerations  referred  to in the  immediately
preceding  paragraph.  No  person  guilty of  fraudulent  misrepresentation
(within  the  meaning  of  Section  11(f) of the  Securities  Act) shall be
entitled  to  contribution  from  any  person  who was not  guilty  of such
fraudulent misrepresentation.

                  SECTION   10.05.    Underwriting   Agreement;    Purchase
Agreement.   In  connection  with  any  underwritten  offering  or  private
placement of  Securities  pursuant to a Demand  Registration  under Section
10.01,  the Issuer and Ashland shall enter into an  underwriting  agreement
with the  underwriters  for such offering or a purchase  agreement with the
initial purchasers for such private placement,  such underwriting agreement
or purchase agreement to contain such representations and warranties by the
Issuer and Ashland and such other terms and  provisions as are  customarily
contained   



                                                                         78

in  underwriting  agreements  with  respect to secondary  distributions  or
purchase agreements with respect to private placements,  including, without
limitation,  indemnities  and  contribution to the effect and to the extent
provided  in  Section  10.04  (and  customary  provisions  with  respect to
indemnities and contribution by such underwriters or initial purchasers).

                  SECTION 10.06.  Undertaking To File Reports.  For as long
as Ashland holds Securities, the Issuer shall use its best efforts to file,
on a timely basis,  all annual,  quarterly and other reports required to be
filed by it under  Sections 13 and 15(d) of the  Exchange Act and the rules
and regulations of the Commission thereunder, as amended from time to time,
or any successor statute or provisions.


                                 ARTICLE XI

                                 Covenants

                  SECTION 11.01. Cooperation;  Commercially Reasonable Best
Efforts. Each of the parties hereto shall cooperate with each other in good
faith,  and shall  cause  their  respective  officers,  employees,  agents,
auditors and representatives to cooperate with each other in good faith, to
cause the Closing to occur.  In addition,  each of the parties hereto shall
use its commercially reasonable best efforts to cause the Closing to occur.

                  SECTION  11.02.  Antitrust   Notification;   FTC  or  DOJ
Investigation.  (a) Each of Marathon,  USX and Ashland shall as promptly as
practicable,  but in no event  later than 30 days  following  the  relevant
Exercise Date,  file with the FTC and the DOJ the  notification  and report
form, if any,  required for the  transactions  contemplated  hereby and any
supplemental  information requested in connection therewith pursuant to the
HSR Act. Any such notification and report form and supplemental information
shall be in substantial  compliance  with the  requirements of the HSR Act.
Each of Marathon, USX and Ashland shall furnish to the other such necessary
information  and  reasonable   assistance  as  the  other  may  request  in
connection  with its  preparation  of any  filing  or  submission  which is
necessary  under the HSR Act. Each of Marathon,  USX and Ashland shall keep
each other  apprised  of the  status of any  communications  with,  and any
inquiries or requests for additional  information from, the FTC and the 


                                                                         79

DOJ and shall comply promptly with any such inquiry or request.

                  (b) In the event that  Marathon,  USX and Ashland are not
required to file with the FTC and the DOJ any  notification and report form
pursuant to the HSR Act, but the FTC or the DOJ  nevertheless  commences an
investigation with respect to the transactions contemplated hereby, each of
Marathon, USX and Ashland shall comply promptly with any inquiry or request
made by the DOJ or the FTC in connection with such investigation.

                  (c) In the event  that  Marathon,  USX and  Ashland  file
notification  and report forms with the FTC and the DOJ pursuant to Section
11.02(a) or the FTC or the DOJ commences an  investigation  with respect to
the transactions  contemplated hereby, then, in addition to the obligations
of Marathon, USX and Ashland set forth in Section 11.02(a) and 11.02(b), as
applicable, Marathon, USX and Ashland agree as follows:

                  (i) In the case of  Marathon's  exercise of its  Marathon
         Call Right,  each of Marathon  and USX shall take all such actions
         as are  necessary to obtain any clearance  required  under the HSR
         Act  or  from  the  FTC  or  DOJ  in  connection   with  any  such
         investigation,  as  applicable,  for  the  purchase  and  sale  of
         Ashland's Membership Interests and the Ashland LOOP/LOCAP Interest
         pursuant  to  this  Agreement,   including  divesting  or  holding
         separate  any  assets  or  commencing  or  defending   litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any  action  proposed  by the FTC or the DOJ that would or
         would  reasonably be expected to have a material adverse effect on
         the  business,   operations,   assets,  liabilities,   results  of
         operations,  cash flows,  condition  (financial  or  otherwise) or
         prospects of the Company and its subsidiaries, taken as a whole.

                  (ii) In the case of (A) Ashland's exercise of its Ashland
         Put Right or (B)  Marathon's  exercise of its Special  Termination
         Right, each of Marathon and USX shall take all such actions as are
         necessary to obtain any  clearance  required  under the HSR Act or
         from the FTC or DOJ in connection with any such investigation,  as
         applicable,  for the  purchase  and sale of  Ashland's  Membership
         Interests  and the Ashland  LOOP/LOCAP  



                                                                         80

         Interest  pursuant  to  this  Agreement,  including  divesting  or
         holding separate any assets or commencing or defending litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any  action  proposed  by the FTC or the DOJ that would or
         would  reasonably be expected to have a material adverse effect on
         the  business,   operations,   assets,  liabilities,   results  of
         operations,  cash flows,  condition  (financial  or  otherwise) or
         prospects  of (A) the  Company  and its  subsidiaries,  taken as a
         whole, (B) Marathon and its subsidiaries, taken as a whole, or (C)
         USX and its subsidiaries, taken as a whole.

                  (iii) In the case of  Ashland's  exercise  of its Special
         Termination  Right,  Ashland  shall  take all such  actions as are
         necessary to obtain any  clearance  required  under the HSR Act or
         from the FTC or DOJ in connection with any such investigation,  as
         applicable,  for the  purchase and sale of  Marathon's  Membership
         Interests  pursuant  to this  Agreement,  including  divesting  or
         holding separate any assets or commencing or defending litigation;
         provided,  however, that Ashland shall not be required to take any
         action  proposed  by the  FTC or  the  DOJ  that  would  or  would
         reasonably  be expected to have a material  adverse  effect on the
         business, operations, assets, liabilities,  results of operations,
         cash flows, condition (financial or otherwise) or prospects of (A)
         the Company and its subsidiaries,  taken as a whole or (B) Ashland
         and its subsidiaries, taken as a whole.

                  SECTION   11.03.   Governmental   Filings   re:   Ashland
LOOP/LOCAP  Interest.  (a) Each of the parties  hereto shall as promptly as
practical,  but in no event later than five  Business  Days  following  the
relevant   Exercise  Date,  file  all   documentation   with  all  relevant
Governmental  Entities that is required to be filed with such  Governmental
Entities in connection with the purchase and sale of the Ashland LOOP/LOCAP
Interest on the Scheduled  Closing Date.  Each of the parties  hereto shall
keep the other apprised of the status of any  communications  with, and any
inquiries or requests for additional  information  from, such  Governmental
Entities and shall comply promptly with any such inquiry or request.


                                                                         81


                  (b) In addition to the  obligations of the parties hereto
set forth in Section 11.03(a), Marathon and USX agree as follows:

                  (i) In the case of  Marathon's  exercise of its  Marathon
         Call Right,  each of Marathon  and USX shall take all such actions
         as are  necessary  to obtain  any  requisite  approvals  from such
         Governmental  Entities  as are  required  in  connection  with the
         purchase and sale of the Ashland  LOOP/LOCAP  Interest pursuant to
         this  Agreement,  including  commencing  or defending  litigation;
         provided, however, that neither Marathon nor USX shall be required
         to take any such action that would or would reasonably be expected
         to have a material  adverse  effect on the  business,  operations,
         assets, liabilities,  results of operations, cash flows, condition
         (financial  or  otherwise)  or  prospects  of the  Company and its
         subsidiaries, taken as a whole.

             (ii)  In the  case  of  Marathon's  exercise  of  its  Special
         Termination Right or Ashland's  exercise of its Ashland Put Right,
         each of  Marathon  and USX  shall  take  all such  actions  as are
         necessary to obtain any requisite approvals from such Governmental
         Entities as are required in connection  with the purchase and sale
         of the Ashland  LOOP/LOCAP  Interest  pursuant to this  Agreement,
         including commencing or defending litigation;  provided,  however,
         that  neither  Marathon nor USX shall be required to take any such
         action  that  would  or would  reasonably  be  expected  to have a
         material  adverse  effect  on the  business,  operations,  assets,
         liabilities,   results  of  operations,   cash  flows,   condition
         (financial  or  otherwise) or prospects of (A) the Company and its
         subsidiaries, taken as a whole, (B) Marathon and its subsidiaries,
         taken  as a  whole,  or (C) USX and its  subsidiaries,  taken as a
         whole.

                  SECTION  11.04.   Designated  Sublease  Agreements.   (a)
Ashland  Designated  Sublease  Agreements.  In the event of (i)  Marathon's
exercise of its Marathon Call Right, (ii) Ashland's exercise of its Ashland
Put Right or (iii) Marathon's  exercise of its Special  Termination  Right,
Ashland shall use its commercially reasonable best efforts to (A) terminate
the outstanding  Original Lease underlying each Ashland Designated Sublease
Agreement on or prior to Closing and (B) contribute  the related  Subleased
Property  to the  Company  or one of its  subsidiaries  at no  cost  to the




                                                                         82

Company or such subsidiary on or prior to Closing; provided,  however, that
(i) Ashland shall not be obligated to pay more than a reasonable  amount as
consideration  therefor  to,  or  make  more  than a  reasonable  financial
accommodation in favor of, or commence  litigation  against,  a third party
lessor  with  respect  to any such  underlying  Original  Lease in order to
obtain any consent  required from such lessor and (ii) any additional  cost
associated  with  exercising an option under the Original Lease to purchase
Subleased  Property  shall be deemed not to constitute an obligation to pay
more than a  reasonable  amount.  In the event  that  Ashland  is unable to
terminate an  outstanding  Original  Lease in accordance  with this Section
11.04(a),  then (i) the  Company  shall be entitled to continue to sublease
the Subleased Property pursuant to the related Ashland Designated  Sublease
Agreement until the term of the Original Lease expires,  (ii) Ashland shall
continue to use its  commercially  reasonable best efforts to terminate the
Original  Lease and  contribute  the  Subleased  Property to the Company as
provided above; provided,  however, that (A) Ashland shall not be obligated
to pay more than a reasonable amount as consideration  therefor to, or make
more than a  reasonable  financial  accommodation  in favor of, or commence
litigation  against,  a  third  party  lessor  with  respect  to  any  such
underlying Original Lease in order to obtain any consent required from such
lessor and (B) any additional  cost  associated  with  exercising an option
under the Original Lease to purchase Subleased Property shall be deemed not
to constitute an obligation to pay more than a reasonable  amount and (iii)
if  Ashland  subsequently  acquires  fee title to the  Subleased  Property,
Ashland shall  contribute such Subleased  Property to the Company or one of
its subsidiaries at no cost to the Company or such subsidiary at such time.

                  (b) Marathon Designated Sublease Agreements. In the event
of Ashland's exercise of its Special Termination Right,  Marathon shall use
its  commercially  reasonable best efforts to (A) terminate the outstanding
Original Lease underlying each Marathon Designated Sublease Agreement on or
prior to Closing and (B) contribute the related  Subleased  Property to the
Company  or one of its  subsidiaries  at no  cost  to the  Company  or such
subsidiary  on or prior to Closing;  provided,  however,  that (i) Marathon
shall  not  be  obligated   to  pay  more  than  a  reasonable   amount  as
consideration  therefor  to,  or  make  more  than a  reasonable  financial
accommodation in favor of, or commence  litigation  against,  a third party
lessor  with  respect  to any such  


                                                                         83

underlying Original Lease in order to obtain any consent required from such
lessor and (ii) any additional  cost  associated  with exercising an option
under the Original Lease to purchase Subleased Property shall be deemed not
to constitute an  obligation to pay more than a reasonable  amount.  In the
event that Marathon is unable to terminate an outstanding Original Lease in
accordance  with  this  Section  11.04(b),  then (i) the  Company  shall be
entitled to continue to sublease  the  Subleased  Property  pursuant to the
related  Marathon  Designated  Sublease  Agreement  until  the  term of the
Original   Lease   expires,   (ii)  Marathon  shall  continue  to  use  its
commercially  reasonable  best efforts to terminate the Original  Lease and
contribute  the  Subleased  Property  to the  Company  as  provided  above;
provided,  however,  that (A)  Marathon  shall not be obligated to pay more
than a reasonable amount as consideration  therefor to, or make more than a
reasonable  financial  accommodation  in favor of, or  commence  litigation
against, a third party lessor with respect to any such underlying  Original
Lease in order to obtain any consent  required from such lessor and (B) any
additional  cost  associated  with  exercising an option under the Original
Lease to purchase  Subleased  Property shall be deemed not to constitute an
obligation  to pay more than a  reasonable  amount  and  (iii) if  Marathon
subsequently  acquires fee title to the Subleased Property,  Marathon shall
contribute   such  Subleased   Property  to  the  Company  or  one  of  its
subsidiaries at no cost to the Company or such subsidiary at such time.


                                ARTICLE XII

                            Standstill Agreement

                  SECTION  12.01.   Restrictions   of  Certain  Actions  by
Marathon and USX. Each of Marathon and USX covenants and agrees that,  from
the date hereof  through the six-month  anniversary of the earlier to occur
of (a) the date that Ashland and its  Affiliates do not own any  Membership
Interests, and (b) the date that Marathon and its Affiliates do not own any
Membership  Interests,  it  shall  not,  and it  shall  cause  each  of its
Affiliates  (including,  for the avoidance of doubt, Employee Benefit Plans
of USX, Marathon and their respective Affiliates) not to, singly or as part
of a partnership,  limited partnership,  syndicate or other group 



                                                                         84

(as those  terms are  defined in Section  13(d)(3)  of the  Exchange  Act),
directly or indirectly:

                  (i) acquire,  offer to acquire,  or agree to acquire,  by
         purchase,  gift or  otherwise,  more  than 1% of any  class of any
         Ashland Voting  Securities,  except (A) pursuant to a stock split,
         stock     dividend,     rights     offering,     recapitalization,
         reclassification  or similar  transaction,  (B) in connection with
         the  transfer of Ashland  Voting  Securities  to a Marathon or USX
         Employee  Benefit Plan as  contemplated  by Section  3.1(v) of the
         Asset Transfer and Contribution  Agreement or (C) the ownership by
         any  Employee  Benefit  Plan  of  USX,  Marathon  or any of  their
         respective  Affiliates of any interest in any  diversified  index,
         mutual  or  pension  fund  managed  by an  independent  investment
         advisor, which fund in turn holds, directly or indirectly, Ashland
         Voting  Securities;  provided that not more than 5% of such fund's
         assets are comprised of Ashland Voting Securities;

                  (ii)   make,   or  in   any   way   participate   in  any
         "solicitation"  of "proxies" to vote (as such terms are defined in
         Rule  14a-1  under the  Exchange  Act),  solicit  any  consent  or
         communicate  with or seek to advise  or  influence  any  person or
         entity with respect to the voting of any Ashland Voting Securities
         or become a "participant" in any "election contest" (as such terms
         are defined or used in Rule 14a-11  under the  Exchange  Act) with
         respect to Ashland;

                  (iii) form, join,  encourage or in any way participate in
         the  formation  of, any  "person"  within  the  meaning of Section
         13(d)(3) of the Exchange  Act with  respect to any Ashland  Voting
         Securities;

                  (iv) deposit any Ashland Voting  Securities into a voting
         trust  or  subject  any  such  Ashland  Voting  Securities  to any
         arrangement or agreement with respect to the voting thereof;

                  (v) initiate,  propose or otherwise solicit  shareholders
         for the approval of one or more shareholder proposals with respect
         to Ashland as described  in Rule 14a-8 under the Exchange  Act, or
         induce or  attempt  to induce  any other  person to  initiate  any
         shareholder proposal;


                                                                         85


                  (vi) seek  election to or seek to place a  representative
         on the Board of  Directors  of Ashland or seek the  removal of any
         member of the Board of Directors of Ashland;

                  (vii) except with the approval of  management of Ashland,
call or seek to have called any meeting of the shareholders of Ashland;

                  (viii)  otherwise  act to seek  to  control,  disrupt  or
influence  the  management,  business,  operations,  policies or affairs of
Ashland;

                  (ix)  (A)  solicit,  seek to  effect,  negotiate  with or
         provide any  information  to any other person with respect to, (B)
         make any  statement or proposal,  whether  written or oral, to the
         Board of  Directors  of  Ashland  or any  director  or  officer of
         Ashland  with  respect  to,  or  (C)  otherwise  make  any  public
         announcement  or proposal  whatsoever with respect to, any form of
         business combination transaction involving Ashland (other than the
         Transaction),  including,  without limitation,  a merger, exchange
         offer, or liquidation of Ashland's assets,  or any  restructuring,
         recapitalization or similar transaction with respect to Ashland;

                  (x) seek to have  Ashland  waive,  amend or modify any of
         the provisions contained in this Section 12.01;

                  (xi)  disclose  or  announce  any   intention,   plan  or
arrangement inconsistent with the foregoing; or

                  (xii)  advise,  assist,  instigate or encourage any third
party to do any of the foregoing.

                  If  either  Marathon  or USX or any of  their  respective
Affiliates  owns or acquires any Ashland Voting  Securities in violation of
this Section 12.01,  such Ashland Voting  Securities  shall  immediately be
disposed  of to  persons  who  (i) are not  Marathon  or USX or  Affiliates
thereof and (ii) do not own,  individually  or as part of a "group" (within
the meaning of Section  13(d)(3) of the Exchange Act),  more than 5% of the
then outstanding Ashland Voting Securities;  provided that Ashland may also
pursue any other  available  remedy to which it may be entitled as a result
of such violation.



                                                                         86

                  SECTION  12.02.   Restrictions   of  Certain  Actions  by
Ashland.  Ashland  covenants and agrees that,  from the date hereof through
the later to occur of (a) the six-month anniversary of the earlier to occur
of (i) the date that Marathon and its  Affiliates do not own any Membership
Interests and (ii) the date that Ashland and its  Affiliates do not own any
Membership  Interests  and (b) in the event that Ashland or its  Affiliates
acquires USX Voting  Securities  pursuant to the Closing of the Ashland Put
Right, the date on which Ashland and its Affiliates do not own more than 5%
of the then outstanding USX Voting  Securities,  it shall not, and it shall
cause  each of its  Affiliates  (including,  for the  avoidance  of  doubt,
Employee  Benefit Plans of Ashland and its Affiliates) not to, singly or as
part of a partnership,  limited  partnership,  syndicate or other group (as
those terms are defined in Section 13(d)(3) of the Exchange Act),  directly
or indirectly:

                  (i) acquire,  offer to acquire,  or agree to acquire,  by
         purchase,  gift or  otherwise,  more  than 1% of any  class of USX
         Voting  Securities,  except (A) pursuant to a stock  split,  stock
         dividend, rights offering,  recapitalization,  reclassification or
         similar  transaction  and  except for any  issuance  of USX Voting
         Securities to Ashland as payment of any portion of the Ashland Put
         Price in accordance  with the  provisions of this Agreement or (B)
         the  ownership by any  Employee  Benefit Plan of Ashland or any of
         its Affiliates of any interest in any diversified index, mutual or
         pension fund managed by an independent  investment advisor,  which
         fund in turn holds, directly or indirectly, USX Voting Securities;
         provided that not more than 5% of such fund's assets are comprised
         of USX Voting Securities;

                  (ii)   make,   or  in   any   way   participate   in  any
         "solicitation"  of "proxies" to vote (as such terms are defined in
         Rule  14a-1  under the  Exchange  Act),  solicit  any  consent  or
         communicate  with or seek to advise  or  influence  any  person or
         entity with respect to the voting of any USX Voting  Securities or
         become a  "participant"  in any "election  contest" (as such terms
         are defined or used in Rule 14a-11  under the  Exchange  Act) with
         respect to USX;

                  (iii) form, join,  encourage or in any way participate in
         the  formation  of, any  "person"  within  


                                                                         87

         the meaning of Section  13(d)(3) of the  Exchange Act with respect
         to any USX Voting Securities;

                  (iv)  deposit  any USX  Voting  Securities  into a voting
         trust or subject any such USX Voting Securities to any arrangement
         or agreement with respect to the voting thereof;

                  (v) initiate,  propose or otherwise solicit  shareholders
         for the approval of one or more shareholder proposals with respect
         to USX as  described  in Rule 14a-8  under the  Exchange  Act,  or
         induce or  attempt  to induce  any other  person to  initiate  any
         shareholder proposal;

                  (vi) seek  election to or seek to place a  representative
         on the Board of Directors of USX or seek the removal of any member
         of the Board of Directors of USX or seek the removal of any member
         of the Board of Directors of USX;

                  (vii) except with the approval of management of USX, call
or seek to have called any meeting of the shareholders of USX;

                  (viii)  otherwise  act to seek  to  control,  disrupt  or
         influence  the  management,   business,  operations,  policies  or
         affairs of USX;

                  (ix)  (A)  solicit,  seek to  effect,  negotiate  with or
         provide any  information  to any other person with respect to, (B)
         make any  statement or proposal,  whether  written or oral, to the
         Board of  Directors  of USX or any director or officer of USX with
         respect  to, or (C)  otherwise  make any  public  announcement  or
         proposal   whatsoever  with  respect  to,  any  form  of  business
         combination    transaction   involving   USX   (other   than   the
         Transaction),  including,  without limitation,  a merger, exchange
         offer,  or  liquidation  of USX's  assets,  or any  restructuring,
         recapitalization or similar transaction with respect to USX;

                  (x) seek to have USX  waive,  amend or modify  any of the
         provisions contained in this Section 12.02;

                  (xi)  disclose  or  announce  any   intention,   plan  or
         arrangement inconsistent with the foregoing; or


                                                                         88

                  (xii)  advise,  assist,  instigate or encourage any third
         party to do any of the foregoing.

                  If Ashland or any of its Affiliates  owns or acquires any
USX Voting  Securities in violation of this Section 12.02,  such USX Voting
Securities  shall  immediately  be  disposed  of to persons who (i) are not
Ashland or Affiliates thereof and (ii) do not own,  individually or as part
of a "group" (within the meaning of Section  13(d)(3) of the Exchange Act),
more than 5% of the then outstanding USX Voting  Securities;  provided that
USX may also pursue any other available  remedy to which it may be entitled
as a result of such violation.


                                ARTICLE XIII

                              Indemnification

                  SECTION     13.01.     Indemnification     re:    Ashland
Representatives'  Revocable  Proxies and the Ashland  LOOP/LOCAP  Revocable
Proxy.  In  the  event  that  Ashland's  Representatives  grant  Marathon's
Representatives the Ashland  Representatives  Revocable Proxies pursuant to
Section  5.02(a) and Ashland  grants to Marathon or a person  designated by
Marathon, as applicable, the Ashland LOOP/LOCAP Revocable Proxy pursuant to
Section 5.02(c),  each of Marathon,  USX and the Company agree to indemnify
and hold Ashland, its Representatives,  their respective Affiliates and any
director, officer, employee, stockholder,  partner, agent or representative
of Ashland or its Affiliates  harmless  against any and all Losses to which
they or any of them may become  subject,  insofar as any such Losses  shall
arise out of, are based upon or relate to any obligations or liabilities of
whatever  kind and  nature,  primary  or  secondary,  direct  or  indirect,
absolute or  contingent,  known or unknown,  whether or not accrued,  which
arise on or after the relevant  Exercise Date and which are attributable to
(i) in the  event  that  the  Closing  occurs,  (A)  the  Company  and  its
subsidiaries or LOOP, LLC or LOCAP, Inc., (B) Ashland's  ownership interest
in the Company or the Ashland  LOOP/LOCAP  Interest,  (C) actions  taken by
Marathon's   Representatives   pursuant  to  the  Ashland   Representatives
Revocable  Proxies or (D)  actions  taken by Marathon  or the  Company,  as
applicable, pursuant to the Ashland LOOP/LOCAP Revocable Proxy, and (ii) in
the event that Ashland or Marathon revokes  Ashland's  Ashland Put Exercise
Notice or  Marathon's  Marathon Call  


                                                                         89

Exercise  Notice pursuant to Section  9.03(a),  9.04(a),  9.05,  9.08(a) or
9.09, or Ashland revokes  Marathon's  Special  Termination  Exercise Notice
pursuant  to  Section  9.08(a)  or 9.09 (A)  actions  taken  by  Marathon's
Representatives  pursuant to the Ashland Representatives  Revocable Proxies
or (B) actions taken by Marathon or the Company, as applicable, pursuant to
the Ashland LOOP/LOCAP Revocable Proxy.

                  SECTION    13.02.     Indemnification     re:    Marathon
Representatives   Revocable   Proxies.   In  the  event   that   Marathon's
Representatives    grant    Ashland's    Representatives    the    Marathon
Representatives  Revocable  Proxies  pursuant to Section  5.02(b),  each of
Ashland  and  the  Company  agree  to  indemnify  and  hold  Marathon,  its
Representatives,  their  respective  Affiliates and any director,  officer,
employee, stockholder,  partner, agent or representative of Marathon or its
Affiliates harmless against any and all Losses to which they or any of them
may become  subject,  insofar as any such  Losses  shall  arise out of, are
based upon or relate to any obligations or liabilities of whatever kind and
nature, primary or secondary,  direct or indirect,  absolute or contingent,
known or  unknown,  whether  or not  accrued,  which  arise on or after the
Special Termination  Exercise Date and which are attributable to (i) in the
event that the Closing occurs,  (A) the Company and its subsidiaries or (B)
actions  taken  by  Ashland's  Representatives  pursuant  to  the  Marathon
Representatives  Revocable  Proxies  and (ii) in the  event  that  Marathon
revokes Ashland's Special  Termination  Exercise Notice pursuant to Section
9.08(a) or 9.09, actions taken by Ashland's Representatives pursuant to the
Marathon Representatives Revocable Proxies.

                  SECTION 13.03.  Indemnification  re: Transfer of Economic
Interests in the Ashland LOOP/LOCAP Interest to Marathon,  the Company or a
Person  Designated  by  Marathon.  To the extent that  Ashland is unable to
Transfer  the Ashland  LOOP/LOCAP  Interest to  Marathon,  the Company or a
person designated by Marathon,  as applicable,  at Closing, and as a result
thereof,  Ashland enters into any  arrangement  under which  Marathon,  the
Company or such other person shall obtain the economic  claims,  rights and
benefits  under  the  Ashland  LOOP/LOCAP  interest,  including  a grant to
Marathon,  the Company or such other person, as applicable,  of the Ashland
LOOP/LOCAP  Irrevocable Proxy, each of Marathon,  USX and the Company agree
to  indemnify  and hold  Ashland,  its  Representatives,  their  respective
Affiliates and any director, officer, employee, stockholder, partner, agent
or 


                                                                         90

representative of Ashland or its Affiliates harmless against any and all
Losses to which they or any of them may become subject, insofar as any such
Losses  shall arise out of, be based upon or relate to any  obligations  or
liabilities  of whatever kind and nature,  primary or secondary,  direct or
indirect, absolute or contingent, known or unknown, whether or not accrued,
which  arise  on  or  after  the  relevant  Exercise  Date  and  which  are
attributable to (i) LOOP, LLC, (ii) LOCAP, Inc., (iii) Ashland's  ownership
interest in LOOP, LLC and LOCAP,  Inc., (iv) any such arrangements  between
Ashland and Marathon, the Company or such other person or (v) actions taken
by Marathon,  the Company or such other person, as applicable,  pursuant to
the Ashland LOOP/LOCAP Irrevocable Proxies.

                  SECTION  13.04.  Procedures  Relating to  Indemnification
Under This Article XIII.  The  procedures  for  Indemnification  under this
Article  XIII  shall be the  procedures  for  indemnification  set forth in
Section 9.7 of the Asset Transfer and Contribution Agreement.


                                ARTICLE XIV

                      Company Competitive Businesses;
                 Detrimental Activities; Limitations on the
                 Company Entering into Valvoline's Business

                  SECTION  14.01.  Competitive  Businesses.  (a) Subject to
Sections  14.01(b),  14.01(d)  and  14.03(c),  and  except  to  the  extent
otherwise provided in Schedule 14.01(a),  each of Marathon, USX and Ashland
hereby  agrees that during the Term of the  Company,  it shall not,  and it
shall cause its  Affiliates  not to,  engage in any  business  within North
America  which is  substantially  in  competition  with  (i) the  Company's
Business  conducted  on the date hereof or (ii) any new line of business of
the Company  that the Board of Managers  has  approved in  accordance  with
Section  8.07(b) of the LLC  Agreement  (but only if and to the extent that
the Board of Managers  specifically  determined pursuant to Section 8.07(b)
of the LLC Agreement that such new line of business  should also constitute
a Company  Competitive  Business)  (each such  business  in clauses (i) and
(ii), a "Company Competitive Business"); provided, however, that nothing in
this Section 14.01 shall be deemed or  interpreted  to prohibit  Ashland or
any of its Affiliates from engaging in the Valvoline Business.

                                                                         91


                  (b) Notwithstanding  any limitation  contained in Section
14.01(a),  Marathon,  USX and Ashland and their respective Affiliates shall
be permitted to engage in a Company  Competitive  Business if: (i) Marathon
or Ashland,  as applicable,  shall have first  presented the Company,  at a
meeting  of  the  Board  of   Managers   at  which  at  least  one  of  the
Representatives  of the other Member was present,  with the  opportunity to
pursue or engage in such Company Competitive  Business and (ii) one or more
of the  Representatives  of the other Member on the Board of Managers shall
have voted against the Company pursuing such Company Competitive Business.

                  (c)  If  Marathon,   USX  or  Ashland  or  any  of  their
respective  Affiliates is permitted  pursuant to Section 14.01(b) to engage
in a Company Competitive Business and, in connection  therewith,  wishes to
use any of the properties, facilities or other assets of the Company or any
of  its   subsidiaries,   Marathon   or   Ashland   and  their   respective
Representatives  will  negotiate  in good faith with the Company to reach a
reasonable  agreement as to the nature and scope of any  agreement  between
the Company or any such  subsidiary and such Member with respect to the use
of such property,  facility or other assets.  Any  transaction  relating to
such  property,  facility or assets shall be deemed for purposes of the LLC
Agreement  to  constitute  an Affiliate  Transaction  that was entered into
outside the ordinary course of the Company's business.

                  (d) Notwithstanding  any limitation  contained in Section
14.01(a),  Marathon,  USX and Ashland and their respective Affiliates shall
be permitted to purchase: (i) less than an aggregate of 10% of any class of
stock  of a  person  engaged,  directly  or  indirectly,  in  one  or  more
Competitive Businesses (a "Company Competitive Third Party"); provided that
such stock is listed on a national  securities exchange or is quoted on the
National  Market  System  of  NASDAQ;  (ii)  less  than 10% in value of any
instrument of Indebtedness of a Company  Competitive  Third Party;  (iii) a
Company  Competitive  Third Party  (whether by merger or purchase of all or
substantially  all of such Company  Competitive Third Party's assets) which
engages,  directly  or  indirectly,  in one  or  more  Company  Competitive
Businesses  which  accounted for less than 20% of such Company  Competitive
Third Party's consolidated  revenues for the most recently completed fiscal
quarter;  and (iv) a Company  Competitive Third Party (whether by merger or
purchase of 



                                                                         92

all or substantially  all of such Company  Competitive Third Party's assets
or otherwise) which engages, directly or indirectly, in one or more Company
Competitive Businesses which accounted for greater than 20% of such Company
Competitive  Third  Party's  consolidated  revenues  for the most  recently
completed  fiscal  quarter;  provided  that a purchase by Marathon,  USX or
Ashland  or any of their  respective  Affiliates  of a Company  Competitive
Third Party  pursuant to this clause (iv) shall only be permitted if within
30  Business  Days  after  the  earlier  to occur of (A) the  execution  of
definitive  agreements  with respect to such purchase or (B) the closing of
such purchase,  Marathon,  USX,  Ashland or such Affiliate,  as applicable,
shall present the Company with the  opportunity  to purchase the portion of
such Company  Competitive  Third Party's  business  that is in  substantial
competition  with the Company in North  America (the  "Company  Competitive
Business Assets") at a purchase price determined in accordance with Section
14.04,  at a special or  regular  meeting  of the Board of  Managers  (such
meeting, a "14.01(d) Presentation Meeting").

                  (e) If the Board of Managers  determines  at the 14.01(d)
Presentation Meeting (by a vote of a majority of the Representatives of the
Member not purchasing such Company  Competitive Third Party's business at a
special or regular  meeting of the Board of Managers  (which majority shall
constitute  a quorum for  purposes  of the  transaction  of  business))  to
purchase the Company  Competitive  Business  Assets,  the closing date with
respect to such purchase  shall not be later than 60 days after the date of
the  determination  of the Purchase  Price pursuant to Section 14.04 or, if
later,  30 days after the Company has received any  antitrust  clearance or
other Governmental  Approval required in connection with such purchase (the
"14.01(d)  Scheduled Closing Date"). If the Company breaches its obligation
to  purchase  the  Company  Competitive  Business  Assets  on the  14.01(d)
Scheduled Closing Date after the Board of Managers shall have determined to
make such purchase as provided in the immediately preceding sentence (other
than  where  such  breach  is due to  circumstances  beyond  the  Company's
reasonable  control),  then Marathon,  USX,  Ashland or such Affiliate,  as
applicable,  shall be permitted to retain such Company Competitive Business
Assets  and the  Company  shall  cease to have the right to  purchase  such
Company Competitive Business Assets. If the Company breaches its obligation
to  purchase  the  Company  Competitive  Business  Assets  on the  14.01(d)
Scheduled Closing Date after 


                                                                         93

the Board of  Managers  shall  have  determined  to make such  purchase  as
provided in the first sentence of this Section  14.01(e)and  such breach is
due to circumstances beyond the Company's reasonable control,  then, if the
closing of the purchase by the Company of the Company Competitive  Business
Assets does not occur  within 270 days after the  Scheduled  Closing  Date,
Marathon, USX, Ashland or such Affiliate, as applicable, shall be permitted
to retain such Company  Competitive  Business  Assets and the Company shall
cease to have the  right to  purchase  such  Company  Competitive  Business
Assets.  If the Board of Managers  determines at the 14.01(d)  Presentation
Meeting not to purchase  such Company  Competitive  Business  Assets,  then
Marathon, USX, Ashland or such Affiliate, as applicable, shall be permitted
to retain such Company  Competitive  Business  Assets and the Company shall
cease to have the  right to  purchase  such  Company  Competitive  Business
Assets.

                  (f) It is the  intention  of each of the  parties  hereto
that if any of the  restrictions  or  covenants  contained  in this Section
14.01 is held by a court of  competent  jurisdiction  to cover a geographic
area or to be for a length of time that is not permitted by Applicable Law,
or is in any way construed by a court of competent  jurisdiction  to be too
broad or to any extent invalid, such provision shall not be construed to be
null,  void and of no effect,  but to the extent  such  provision  would be
valid  or  enforceable   under   Applicable   Law,  a  court  of  competent
jurisdiction  shall  construe and interpret or reform this Section 14.01 to
provide for a covenant having the maximum enforceable geographic area, time
period and other  provisions  (not  greater  than those  contained  in this
Section 14.01) as shall be valid and enforceable under such Applicable Law.
Each of the  parties  hereto  acknowledges  that any  breach of the  terms,
conditions   or  covenants  set  forth  in  this  Section  14.01  shall  be
competitively  unfair  and may  cause  irreparable  damage  to the  Company
because of the special,  unique,  unusual,  extraordinary  and intellectual
character of the Company's business,  and the Company's recovery of damages
at law will not be an  adequate  remedy.  Accordingly,  each of the parties
hereto agrees that for any breach of the terms,  covenants or agreements of
this Section  14.01,  a  restraining  order or an injunction or both may be
issued against such person, in addition to any other rights or remedies the
Company or the other parties hereto may have.



                                                                         94

                  SECTION 14.02. Detrimental Activities.  (a) Solicitation,
Recruiting or Hiring of Employees. Each of Marathon, USX and Ashland hereby
agrees that during the Term of the Company,  without the consent of each of
the  Members,  it shall  not,  and it shall  cause its  Affiliates  not to,
solicit,  recruit  or  hire  any  employee  of  the  Company  or any of its
subsidiaries  (other than  solicitations that are directed at the public in
general in publications available to the public in general) if:

                  (i) such employee is an Executive  Officer or the officer
         principally in charge of environmental health and safety and human
         resources,  unless,  subject to clauses (iii) and (iv) below, such
         solicitation,  recruitment or hiring is consented to in advance by
         Ashland (in the case of a  solicitation,  recruitment or hiring by
         Marathon,  USX  or  any  of  their  respective  Affiliates)  or by
         Marathon (in the case of a solicitation,  recruitment or hiring by
         Ashland  or any of its  Affiliates),  which  consent  shall not be
         unreasonably withheld;

                  (ii) such employee  reports  directly to (A) an Executive
         Officer  or the  officer  principally  in charge of  environmental
         health and safety and human resources(a  "Senior Employee") or (B)
         a Senior  Employee (a "Mid-Level  Employee"),  unless,  subject to
         clauses  (iii) and (iv) below,  at the time of such  solicitation,
         recruitment  or hiring,  the total number of Senior  Employees and
         Mid-Level Employees that have been hired by Marathon, USX, Ashland
         and  their  respective   Affiliates   during  the  then  preceding
         twenty-four  months is less than 10% of the total number of Senior
         Employees and Mid-Level  Employees  employed by the Company at the
         time  Marathon,  USX,  Ashland or an Affiliate  thereof  wishes to
         solicit,  recruit  or  hire  such  Senior  Employee  or  Mid-Level
         Employee  (based on the  average  number of Senior  Employees  and
         Mid-Level   Employees   employed  by  the   Company   during  such
         twenty-four-month period);

                  (iii)  the  hiring  of  such  employee,  when  considered
         together with all other employees hired by Marathon,  USX, Ashland
         and  their  respective   Affiliates   during  the  then  preceding
         twenty-four months,  would have or would reasonably be expected to
         have, a significant  


                                                                         95

         detrimental  impact on the department of the Company in which such
         employee is then working; or

                  (iv) such employee is being solicited, recruited or hired
         for a position  in a  Competitive  Business of such person or such
         person's Affiliates.

Notwithstanding  the  foregoing,  the employees of the Company shall not be
required to accept any job offer by Marathon,  USX, Ashland or any of their
respective  Affiliates  and a refusal to accept  such a job offer shall not
negatively affect an employee's career opportunities at the Company.

                  (b)  Disclosure  of  Confidential  Information.  Each  of
Marathon,  USX and Ashland (each, a "Disclosing  Party") hereby agrees that
during  the Term of the  Company,  it shall  not,  and it shall  cause  its
Affiliates  not  to,  disclose  or  furnish  to  anyone  any   confidential
information  relating to the Company  and its  subsidiaries  ("Confidential
Information")  except pursuant to a  confidentiality  agreement in form and
substance  reasonably  satisfactory  to  the  other  parties  hereto  which
expressly  provides  that the other  parties  hereto shall be a beneficiary
thereof (a  "Confidentiality  Agreement").  The  foregoing  restriction  on
disclosure of Confidential  Information  shall not apply to (i) information
which is or becomes part of the public domain through no fault or breach of
the Disclosing  Party;  (ii) information which at the time of disclosure is
already in the possession of the  Disclosing  Party in written form and was
not  received  directly  or  indirectly  from  the  Company  or  any of its
subsidiaries  under a requirement  of  confidentiality;  (iii)  information
received by the  Disclosing  Party from a third  party;  provided  that the
Disclosing Party, after reasonable  inquiry,  has no reason to believe that
the third party obtained the  information  directly or indirectly  from the
Company or any of its subsidiaries under a requirement of  confidentiality;
(iv) information required to be disclosed under subpoena or other mandatory
legal process;  provided,  that the Disclosing Party shall give the Company
timely  notice of the service of the subpoena or other  process so that the
Company may seek a  protective  order or other legal remedy to prevent such
disclosure;  (v) information  which has been subsequently and independently
acquired or developed by the Disclosing Party without  violating any of its
obligations  under  this  Section  14.02(b)  or under  any  Confidentiality
Agreement;  and (vi)  information  which is  required  or  advisable  to be
disclosed 


                                                                         96

under  the  Securities  Act  or  the  Exchange  Act.   Notwithstanding  the
foregoing,  a Disclosing Party shall be permitted to disclose  Confidential
Information  to  its  directors,  officers,  employees,  auditors,  agents,
advisors and representatives  (such persons being collectively  referred as
its  "Representatives") if the Disclosing Party informs its Representatives
of the  confidential  nature of the  Confidential  Information  and obtains
their  agreement to be bound by this  Section  14.02(b) and not to disclose
such  Confidential  Information to any other person.  Each Disclosing Party
shall  be  responsible  for  any  breach  of  this  Section  14.02  by  its
Representatives.

                  SECTION 14.03.  Limitations on the Company  Entering into
the Valvoline Business.  (a) Subject to Sections 14.03(b) and 14.03(d), the
Company  hereby agrees that it shall not, and it shall cause its Affiliates
(other than Marathon, Ashland and their respective subsidiaries (other than
the Company and its subsidiaries)) not to, engage in any business worldwide
which  is  substantially  in  competition  with  the  Valvoline   Business.
Notwithstanding  the  foregoing,  the  provisions of this Section  14.03(a)
shall terminate on the first date on which Ashland and its Affiliates shall
own (beneficially or otherwise) less than 20% of the Valvoline Business.

                  (b)(i)   Notwithstanding  any  limitation   contained  in
         Section  14.03(a),  if in any two consecutive  calendar years, (A)
         Valvoline  shall  not  have  purchased  from the  Company  and its
         subsidiaries  a quantity of lube oil at least equal to the Minimum
         Lube Oil  Purchase  Amount and (B)(1) such failure to purchase was
         due to the fact that the Company and  Valvoline  could not in good
         faith agree to mutually  acceptable  terms and  conditions for the
         sale by the Company and its  subsidiaries to Valvoline of at least
         such  quantity  of lube oil and (2) such  failure  was not due, in
         whole  or  in  part,  to  the  failure  of  the  Company  and  its
         subsidiaries  to  produce  and  offer  for sale to  Valvoline  the
         Minimum Lube Oil Purchase Amount during either such calendar year,
         the  failure of the Company  and its  subsidiaries  to produce and
         offer  for  sale to  Valvoline  lube  oil  satisfying  contractual
         specifications  or  any  other  failure  of  the  Company  or  its
         subsidiaries  to satisfy in any  material  respect any of its then
         existing material contractual  obligations to Valvoline,  then the
         Company and its  subsidiaries  shall be  permitted  to 


                                                                         97

         engage in a business which is  substantially  in competition  with
         Valvoline's  Bulk Motor Oil Business and/or  Valvoline's  Packaged
         Motor Oil Business (but, except as expressly  permitted in Section
         14.03(a), no other business that constitutes part of the Valvoline
         Business);  provided  that,  notwithstanding  the  foregoing,  the
         Company and its subsidiaries  shall not be permitted to enter into
         or engage in any such business if the Company and its subsidiaries
         shall have  substantially  ceased  production at the Catlettsburg,
         Kentucky  refinery  of lube oil for sale to third  parties  (other
         than due to a force  majeure  or an  inability  to find a  willing
         buyer for its lube oil) for any period of 90  consecutive  days or
         more  prior to the time the  Company  and its  subsidiaries  shall
         first enter or propose to enter into such business.

                  (ii)  Notwithstanding any limitation contained in Section
         14.03(a),  if in each of the four  calendar  years  following  the
         consecutive  two-year period provided for in Section  14.03(b)(i),
         (A) Valvoline  shall not have  purchased  from the Company and its
         subsidiaries  a quantity of lube oil at least equal to the Minimum
         Lube Oil  Purchase  Amount and (B)(1) such failure to purchase was
         due to the fact that the Company and  Valvoline  could not in good
         faith agree to mutually  acceptable  terms and  conditions for the
         sale by the Company and its  subsidiaries to Valvoline of at least
         such  quantity  of lube oil and (2) such  failure  was not due, in
         whole  or  in  part,  to  the  failure  of  the  Company  and  its
         subsidiaries  to  produce  and  offer  for sale to  Valvoline  the
         Minimum Lube Oil Purchase  Amount during any such  calendar  year,
         the  failure of the Company  and its  subsidiaries  to produce and
         offer  for  sale to  Valvoline  lube  oil  satisfying  contractual
         specifications  or  any  other  failure  of  the  Company  or  its
         subsidiaries  to  satisfy  in  any  material  respect  any  of its
         existing material  contractual  obligations to Valvoline,  then at
         any  time  after  the  conclusion  of such  consecutive  four-year
         period,  the Company and its  subsidiaries  shall be  permitted to
         engage in a business which is  substantially  in competition  with
         Valvoline's  Private  Label  Packaged  Motor Oil  Business  and/or
         Valvoline's  Quick Lube Business;  provided that,  notwithstanding
         the  foregoing,  the  Company  and its  subsidiaries  shall not be
         permitted  to enter  into or  engage in any such  business  if the
         Company  and its  subsidiaries  shall  have  



                                                                         98

         substantially  ceased  production  at the  Catlettsburg,  Kentucky
         refinery of lube oil for sale to third parties  (other than due to
         a force  majeure or an inability  to find a willing  buyer for its
         lube oil) for any period of 90  consecutive  days or more prior to
         the time the  Company  and its  subsidiaries  shall first enter or
         propose to enter into such business.

                  (iii) The provisions  set forth in this Section  14.03(b)
         permitting  the  Company and its  subsidiaries  to engage in a new
         business in  competition  with the  Valvoline  Business if certain
         conditions  are satisfied  shall be an exception only to the super
         majority vote requirement in Section 8.08(a) of the LLC Agreement,
         and shall not be an  exception  to any  other  supermajority  vote
         requirements of Section 8.08 of the LLC Agreement.

                  (c) Notwithstanding  any limitation  contained in Section
14.01(a),  if at any time the  Company  or any of its  subsidiaries  enters
into,  other than as expressly  permitted in Section  14.03(d),  either the
Bulk Motor Oil Business, the Packaged Motor Oil Business, the Private Label
Packaged  Motor Oil  Business or the Quick Lube  Business,  Ashland and its
subsidiaries  thereafter  shall be permitted to enter into a business which
is  substantially  in  competition  with the Company's  lube oil production
business.

                  (d) Notwithstanding  any limitation  contained in Section
14.03(a), subject to Section 8.08 of the LLC Agreement, the Company and its
subsidiaries shall be permitted to (i) engage,  directly or through its own
dealers,  jobbers or jobber dealers,  in the business  currently  conducted
under the brand name "Maralube Express" (the "Maralube Express  Business");
(ii)  engage,  directly  or  through  its own  dealers,  jobbers  or jobber
dealers, in the truck stop oil change business;  (iii) engage,  directly or
through  its  own  dealers,   jobbers,  or  jobber  dealers,  in  the  oil,
lubricants,  antifreeze  and other,  in each case  automotive  fluid change
business  and  auto and  light  truck  maintenance  service,  in each  case
incidental to operating their service stations or other retail units;  (iv)
engage, directly or through its own dealers, jobbers, or jobber dealers, in
the sale of  lubricants  to farm,  government,  school  and  other  similar
commercial  accounts;  (v) engage,  directly  or through  its own  dealers,
jobbers, or jobber dealers, in the sale of car care products and chemicals,



                                                                         99

antifreeze  and rust  preventatives  in service  stations or similar retail
units  that are  owned or  operated  by them,  in each case  incidental  to
operating  their  service  stations or other  retail  units;  (vi)  engage,
directly or through its own dealers,  jobbers,  or jobber  dealers,  in the
collection of used  lubricants at service  stations or similar retail units
that are owned or operated by them,  in each case  incidental  to operating
their service stations or other retail units;  (vii) enter into contractual
agreements  with  Valvoline or other third party  packagers with respect to
the packaging by Valvoline or such other third party  packagers of lube oil
products for sale (A) in service  stations or similar retail units that are
owned or  operated  by the Company  and its  subsidiaries  or its  dealers,
jobbers or jobber dealers or to farm,  government,  school or other similar
commercial  accounts pursuant to clause (iv) above and (B) solely under the
brandnames or trademarks of such service  stations;  and (viii)  purchase a
Person  (whether  by merger or  purchase  of all or  substantially  all the
assets or otherwise) which engages,  directly or indirectly,  in a business
that is  substantially  in  competition  with  the  Valvoline  Business  (a
"Valvoline  Competitive  Third Party")  provided that less than 33% of such
Valvoline  Competitive  Third  Party's  consolidated  revenues for the most
recently  completed  fiscal quarter are derived from  businesses  which are
substantially in competition with  Valvoline's  Business;  provided further
that a purchase  by the Company or one of its  subsidiaries  of a Valvoline
Competitive  Third Party shall be permitted only if within 30 Business Days
after the earlier to occur of (A) the  execution of  definitive  agreements
with  respect to such  purchase  or (B) the closing of such  purchase,  the
Company  shall  give  notice  (a  "14.03(d)   Offer  Notice")  to  Ashland,
identifying  the  portion  of  such  Valvoline  Competitive  Third  Party's
business that is substantially  in competition with the Valvoline  Business
(the  "Valvoline  Competitive  Business  Assets")  and  offering to sell to
Ashland such  Valvoline  Competitive  Business  Assets at a purchase  price
determined in accordance with Section 14.04.

                  (e)  Ashland  shall  have 90  days  from  receipt  of the
14.03(d)  Offer  Notice to elect,  by notice  to the  Company  (a  "14.3(d)
Purchase Election Notice"), to purchase such Valvoline Competitive Business
Assets. If Ashland makes such election,  the notice of election shall state
a  closing  date not  later  than 60 days  after  the  date of the  Section
14.03(d)  Purchase  Election Notice or, if later, 30 days after Ashland has
received any antitrust clearance or other 


                                                                         100

Governmental   Approval  required  in  connection  with  such  purchase  (a
"14.03(d)  Scheduled  Closing Date"). If Ashland breaches its obligation to
purchase  the  Valvoline   Competitive  Business  Assets  on  the  14.03(d)
Scheduled  Closing  Date after  giving  notice of its election to make such
purchase  (other  than where  such  breach is due to  circumstances  beyond
Ashland's  reasonable  control),  then the Company  shall be  permitted  to
retain such Valvoline  Competitive Business Assets. If Ashland breaches its
obligation to purchase the  Valvoline  Competitive  Business  Assets on the
14.03(d) Scheduled Closing Date after giving notice of its election to make
such  purchase  and such breach is due to  circumstances  beyond  Ashland's
reasonable control,  then, if the closing of the purchase by Ashland of the
Valvoline  Competitive Business Assets does not occur within 270 days after
the Scheduled  Closing Date,  the Company shall be permitted to retain such
Valvoline  Competitive  Business Assets.  If Ashland elects not to purchase
such  Valvoline  Competitive  Business  Assets,  then the Company  shall be
permitted to retain such Valvoline Competitive Business Assets.

                  (f) (i) If the Company and its subsidiaries are permitted
under Section 14.03(d) to retain any Valvoline  Competitive Business Assets
and,  at any time  thereafter,  the  Company or any such  subsidiary  shall
determine  to sell  such  Valvoline  Competitive  Business  Assets  (or any
portion thereof), then the Company shall give notice (a "14.03(f) Valvoline
Offer Notice") to Ashland,  identifying the proposed purchaser from whom it
has received a bona fide offer and setting  forth the  proposed  sale price
(which shall be payable only in cash or purchase money obligations  secured
solely by such Valvoline  Competitive  Business Assets (or portion thereof)
being  sold) and the other  material  terms and  conditions  upon which the
Company is proposing to sell such Valvoline  Competitive Business Assets to
such  identified  purchaser  (or  portion  thereof).  No  such  sale  shall
encompass or be conditioned upon the sale or purchase of any property other
than such  Valvoline  Competitive  Business  Assets (or  portion  thereof).
Ashland  shall have 90 days from receipt of the  Valvoline  Offer Notice to
elect, by notice to the Company (a "14.03(f)  Valvoline  Purchase  Election
Notice"),  to  purchase  such  Valvoline  Competitive  Business  Assets (or
portion  thereof)  on the terms and  conditions  set forth in the  14.03(f)
Valvoline Offer Notice.


                                                                         101

             (ii) If Ashland  makes such  election,  the notice of election
shall  state a closing  date not later  than 60 days  after the date of the
14.03(f)  Valvoline  Purchase  Election  Notice.  If Ashland  breaches  its
obligation  to purchase  such  Valvoline  Competitive  Business  Assets (or
portion thereof) on the same terms and conditions as those contained in the
14.03(f) Valvoline Offer Notice after giving notice of its election to make
such purchase (other than where such breach is due to circumstances  beyond
Ashland's  reasonable  control),  then the  Company  may, at any time for a
period of 270 days  after such  default,  sell such  Valvoline  Competitive
Business  Assets (or  portion  thereof) to any person at any price and upon
any other terms without further compliance with the procedures set forth in
this Section 14.03(f).

            (iii)  If  Ashland   gives  notice  within  the  90-day  period
following  the  14.03(f)  Valvoline  Offer  Notice from the Company that it
elects not to  purchase  such  Valvoline  Competitive  Business  Assets (or
portion  thereof),  the Company may,  within 120 days after the end of such
90-day  period (or 270 days in the case where such parties have  received a
second request under HSR), sell such Valvoline  Competitive Business Assets
to the  identified  purchaser on terms and  conditions no less favorable to
the  Company  than the terms  and  conditions  set  forth in such  14.03(f)
Valvoline Offer Notice. In the event the Company shall desire to offer such
Valvoline Competitive Business Assets (or portion thereof) for sale to such
identified  purchaser or to any other person on terms and  conditions  less
favorable  to it than those  previously  set forth in a 14.03(f)  Valvoline
Offer Notice,  the procedures set forth in this Section 14.03(f) must again
be  initiated  and  applied  with  respect to the terms and  conditions  as
modified.

                  (g) It is the  intention  of each of the  parties  hereto
that if any of the  restrictions  or  covenants  contained  in this Section
14.03 is held by a court of  competent  jurisdiction  to cover a geographic
area or to be for a length of time that is not permitted by Applicable Law,
or is in any way construed by a court of competent  jurisdiction  to be too
broad or to any extent invalid, such provision shall not be construed to be
null,  void and of no effect,  but to the extent  such  provision  would be
valid  or  enforceable   under   Applicable   Law,  a  court  of  competent
jurisdiction  shall  construe and interpret or reform this Section 14.03 to
provide for a covenant having the maximum enforceable geographic area, time
period and other  


                                                                         102

provisions  (not  greater than those  contained  in this Section  14.03) as
shall be valid and  enforceable  under  such  Applicable  Law.  Each of the
parties  hereto  acknowledges  that any breach of the terms,  conditions or
covenants set forth in this Section 14.03 shall be competitively unfair and
may cause  irreparable  damage  because of the  special,  unique,  unusual,
extraordinary and intellectual  character of the applicable  business,  and
recovery  of damages at law will not be an  adequate  remedy.  Accordingly,
each of the  parties  hereto  agrees  that  for any  breach  of the  terms,
covenants or agreements of this Section  14.03,  a restraining  order or an
injunction  or both may be issued  against such person,  in addition to any
other rights or remedies the aggrieved party may have.

                  (h) For purposes of this  Agreement,  the following terms
shall have the following meanings:

                  (i) "Bulk  Motor Oil  Business"  means  sales of  blended
         (finished)  motor oil in tanker  truck,  barge and tanker  railcar
         quantities.

                  (ii) "Minimum Lube Oil Purchase  Amount" means a quantity
         of lube oil at least equal to 70% of the quantity of lube oil that
         Valvoline  purchased from the  Catlettsburg,  Kentucky refinery in
         the 1997 calendar year.

                  (iii)  "Packaged Motor Oil Business" means the ownership,
         use and/or  operation  (including toll processing  through a third
         party's  plant) of packaging  facilities  for the sale of packaged
         motor oil under third party brandnames or trademarks.

                  (iv) "Private Label  Packaged  Motor Oil Business"  means
         the sale of  packaged  motor  oil under  third  party  and/or  the
         Company's brand names or trademarks.

                  (v) "Quick Lube Business" means the provision of services
         for changing  oil,  lubricants,  antifreeze  and other  automotive
         fluids  for  passenger  car and light  commercial  trucks  and the
         provision of maintenance checks and related services.

                  (vi) "Valvoline" means the Valvoline division of Ashland.


                                                                         103

                  (vii) "Valvoline  Business" means the business  currently
         engaged  in  by  Valvoline,   including  (A)  the  production  and
         marketing of automotive and industrial  oils,  automotive car care
         products  and  chemicals,   antifreeze,   rust  preventives,   (B)
         automotive  services  and  (C)  environmental  recycling  services
         (including collection of used oil, filters and related items). For
         the avoidance of doubt, the Valvoline  Business  includes the Bulk
         Motor Oil Business,  the Packaged Motor Oil Business,  the Private
         Label Packaged Motor Oil Business and the Quick Lube Business.

                  SECTION 14.04.  Purchase  Price of  Competitive  Business
Assets.  In the event that (x) the Company  elects to purchase  any Company
Competitive Business Assets pursuant to the proviso to Section 14.01(d)(iv)
or (y) Ashland elects to purchase any Valvoline Competitive Business Assets
pursuant  to the second  proviso to Section  14.03(d)(viii),  the  purchase
price of such Company Competitive Business Assets or Valvoline  Competitive
Business  Assets  (the  "Competitive  Business  Purchase  Price")  shall be
determined pursuant to the following procedures:

                  (a) Negotiation Period. For a period of 15 days following
         the date the Board of Managers  approves such  purchase,  Marathon
         and  Ashland  will  negotiate  in good  faith  to seek to reach an
         agreement  as to  the  Competitive  Business  Purchase  Price.  If
         Marathon and Ashland reach such an agreement, then the Competitive
         Business Purchase Price shall be deemed to be the amount so agreed
         upon by Marathon and Ashland.

                  (b)  Appraisal  Process.  (i) In the event  Marathon  and
         Ashland  are unable to reach an  agreement  as to the  Competitive
         Business  Purchase  Price within the 15 day period  referred to in
         clause  (a)  above,  then  within  five  Business  Days  after the
         expiration  of such 15-day  period (such fifth  Business Day being
         referred to herein as the "14.04  Appraisal  Process  Commencement
         Date"),  Marathon  and  Ashland  each  shall  select a  nationally
         recognized  investment  banking firm to (A) prepare a report which
         (1) sets forth such investment banking firm's determination of the
         Competitive  Business  Purchase  Price  (which  shall  be a single
         amount as opposed to a range) and (2)  includes  work papers which
         indicate  the  basis  for  the  calculations  of  the  Competitive
         Business  Purchase  Price 


                                                                         104

         (a "14.04  Appraisal  Report")  and (B)  deliver  to  Marathon  or
         Ashland, as the case may be, an oral and written opinion addressed
         to such party as to the Competitive Business Purchase Price.

                  (ii) The fees and  expenses  of each  investment  banking
         firm shall be paid by the party selecting such investment  banking
         firm.

                  (iii) Each of Marathon  and Ashland  shall  instruct  its
         respective  investment  banking  firm to (A) not consult  with the
         other  investment  banking firm with respect to its view as to the
         Competitive  Business  Purchase  Price prior to the time that both
         investment banking firms have delivered their respective  opinions
         to  Marathon  and  Ashland,  as  applicable,   (B)  deliver  their
         respective 14.04 Appraisal  Reports,  together with their oral and
         written  opinions as to the  Competitive  Business  Purchase Price
         (the "14.04  Initial  Opinion  Values"),  within 15 days after the
         14.04 Appraisal Process  Commencement Date, and (C) deliver a copy
         of its  written  opinion  and its  14.04  Appraisal  Report to the
         Company,  the other party and the other party's investment banking
         firm at the  time it  delivers  its oral and  written  opinion  to
         Marathon or Ashland, as applicable.

                  (iv) If the 14.04 Initial  Opinion  Values differ and the
         lesser 14.04  Initial  Opinion  Value equals or exceeds 90% of the
         greater 14.04 Initial  Opinion  Value,  the  Competitive  Business
         Purchase  Price  shall be deemed to be an amount  equal to (A) the
         sum of the 14.04 Initial Opinion Values divided by (B) two.

                  (v) If the 14.04  Initial  Opinion  Values differ and the
         lesser 14.04 Initial Opinion Value is less than 90% of the greater
         14.04 Initial Opinion Value then:

                           (A)   within  two   Business   Days  after  both
                  investment  banking firms have delivered their respective
                  opinions  to Marathon or  Ashland,  as  applicable,  each
                  investment  banking  firm shall,  at a single  meeting at
                  which  Marathon,  Ashland,  the  Company  and  the  other
                  investment banking firm are present,  make a presentation
                  with respect to its 14.04 Initial  Opinion Value. At such
                  presentation,  Marathon,  Ashland,  the  Company  and the
                  other 


                                                                         105

                  investment   banking   firm  shall  be  entitled  to  ask
                  questions as to the basis for and the calculation of such
                  investment  banking  firm's 14.04 Initial  Opinion Value;
                  and

                           (B)  Marathon  and  Ashland  shall,  within five
                  Business Days after the date Marathon and Ashland receive
                  the 14.04 Initial Opinion Values (such fifth Business Day
                  being  referred  to  herein  as  the  "14.04   Subsequent
                  Appraisal Process Commencement  Date"),  jointly select a
                  third nationally  recognized  investment  banking firm to
                  (1) prepare a 14.04  Appraisal  Report and (2) deliver an
                  oral  and  written  opinion  addressed  to  Marathon  and
                  Ashland as to the  Competitive  Business  Purchase Price.
                  The fees and  expenses of such third  investment  banking
                  firm shall be paid 50% by  Marathon  and 50% by  Ashland.
                  Such third investment  banking firm shall not be provided
                  with the  14.04  Initial  Opinion  Values  and  shall not
                  consult with the initial  investment  banking  firms with
                  respect thereto.  During such  five-Business  Day period,
                  Marathon  and Ashland  shall  negotiate  in good faith to
                  independently  reach an agreement  as to the  Competitive
                  Business  Purchase  Price.  If Marathon and Ashland reach
                  such an agreement, then the Competitive Business Purchase
                  Price  shall be deemed to be the amount so agreed upon by
                  Marathon and Ashland.  If Marathon and Ashland are unable
                  to reach such an  agreement,  then  Marathon  and Ashland
                  shall  instruct  such third  investment  banking  firm to
                  deliver its 14.04  Appraisal  Report,  together  with its
                  oral and written opinion as to the  Competitive  Business
                  Purchase Price (the "14.04 Third Opinion Value"),  within
                  15 days  after the  14.04  Subsequent  Appraisal  Process
                  Commencement  Date.  The  Competitive  Business  Purchase
                  Price  in such  circumstances  shall be  deemed  to be an
                  amount  equal  to (I)  the  sum of (x)  the  14.04  Third
                  Opinion Value plus (y) whichever of the two 14.04 Initial
                  Opinion Values is closer to the 14.04 Third Opinion Value
                  (or, if the 14.04 Third Opinion Value is exactly  halfway
                  between the two 14.04 Initial Opinion  Values,  the 14.04
                  Third Opinion Value), divided by (II) two.


                                                                         106


                                 ARTICLE XV

                            Survival; Assignment

                  SECTION 15.01.  Survival and Assignment re:  Marathon and
USX. (a)  General.  Except as  expressly  permitted by this Section  15.01,
neither  Marathon  nor USX shall  assign  all or any part of its rights and
obligations  hereunder to any person  without  first  obtaining the written
approval of each of the other parties hereto, which approval may be granted
or withheld in such parties' sole discretion.

                  (b) Merger or Sale of Substantially  All of Marathon's or
USX's  Assets.  In the  event  that  Marathon  or USX shall be a party to a
merger,  consolidation  or other similar business  combination  transaction
with a third party or sell all or  substantially  all its assets to a third
party,  Marathon's  or USX's,  as the case may be,  rights and  obligations
hereunder  shall be assignable to such third party in connection  with such
transaction; provided, however, that Marathon or USX shall not be permitted
to assign its  rights  and  obligations  hereunder  to such third  party as
aforesaid if the purpose or intent of such merger,  consolidation,  similar
business  combination  transaction  or sale is to  circumvent  or avoid the
application  of Sections  10.01(c)  and 10.04 of the LLC  Agreement  to the
related Transfer of Marathon's Membership Interests to such third party.

                  (c) Transfer of Marathon's  Membership Interests Pursuant
to  Section  10.01(c)  of the LLC  Agreement.  In the event  that  Marathon
Transfers  all of its  Membership  Interests  to a third party  pursuant to
Section 10.01(c) of the LLC Agreement, then:

                  (i) such third party  shall at the time of such  Transfer
         become  subject  to  all  of  Marathon's   and  USX's   respective
         obligations  hereunder and shall succeed to all of Marathon's  and
         USX's respective rights hereunder;

                  (ii) such third party and its  ultimate  parent,  if any,
         shall each become subject to the same standstill  obligations that
         apply to Marathon and USX under Section  12.01,  which  standstill
         provisions shall remain in effect with respect to such third party
         and its ultimate parent, if any, through the six-month 


                                                                         107

         anniversary  of the earlier to occur of (a) the date that  Ashland
         and its Affiliates do not own any Membership Interests and (b) the
         date  that such  third  party  and its  Affiliates  do not own any
         Membership Interests;

                  (iii) such third party and its ultimate  parent,  if any,
         shall each become subject to the same  non-compete  covenants that
         apply to Marathon and USX under Article XIV; and

                  (iv)  Marathon  and USX shall each be  relieved of all of
         its obligations  hereunder other than (1) any default hereunder by
         Marathon  or  USX  or  any of  their  respective  Affiliates  that
         occurred  prior to the time of such  Transfer;  (2) Marathon's and
         USX's  respective  obligations  under  Section 12.01 (which are in
         addition  to,  and not in lieu of such third  party's  obligations
         under  Section  12.01);   (3)  Marathon's  and  USX's   respective
         obligations  under Article X with respect to any  Securities  that
         Marathon and/or USX issued to Ashland  pursuant to Section 4.02(c)
         prior to such  Transfer  or that  Marathon  and/or USX  intends to
         issue to Ashland  pursuant to Section 4.02(c) after such Transfer;
         and (4) Marathon's and USX's respective  obligations under Article
         XIV (which  shall  survive  for six  months  from the date of such
         Transfer  and which are in  addition  to,  and not in lieu of such
         third party's obligations under Article XIV).

                  (d)  Assignment  of  Marathon's  Marathon  Call Right and
Special Termination Right. In the event of an assignment by Marathon of its
rights and  obligations  under this  Agreement to a third party pursuant to
this  Section  15.01,  Marathon's  rights  and  obligations  related to its
Marathon  Call  Right  and its  Special  Termination  Right  shall  also be
assigned to such third party; provided,  that such third party shall not be
permitted to exercise the Marathon  Call Right until the third  anniversary
of the date of such assignment.

                  SECTION 15.02.  Survival and Assignment re: Ashland.  (a)
General. Except as expressly permitted by this Section 15.02, Ashland shall
not assign all or any part of its rights and  obligations  hereunder to any
person  without first  obtaining the prior written  approval of each 


                                                                         108

of the other parties hereto, which approval may be granted in such parties'
sole discretion.

                  (b)  Merger  or Sale of  Substantially  all of  Ashland's
Assets.  In  the  event  that  Ashland  shall  be  a  party  to  a  merger,
consolidation  or other similar  business  combination  transaction  with a
third  party  or sell all or  substantially  all of its  assets  to a third
party,  Ashland's  rights and obligations  hereunder shall be assignable to
such third party in connection with such  transaction;  provided,  however,
that Ashland  shall not be  permitted to assign its rights and  obligations
hereunder to such third party as aforesaid if the purpose or intent of such
merger, consolidation,  similar business combination transaction or sale is
to circumvent or avoid the  application  of Sections  10.01(c) and 10.04 of
the LLC Agreement to the related Transfer of Ashland's Membership Interests
to such third party.

                  (c) Transfer of Membership  Interests Pursuant to Section
10.01(c) of the LLC Agreement.  In the event that Ashland  Transfers all of
its Membership  Interests to a third party pursuant to Section  10.01(c) of
the LLC Agreement, then:

                  (i) such third party  shall at the time of such  Transfer
         become subject to all of Ashland's obligations hereunder and shall
         succeed to all of Ashland's rights hereunder;

                  (ii) such third party and its  ultimate  parent,  if any,
         shall each become subject to the same standstill  obligations that
         apply to Ashland under Section 12.02, which standstill  provisions
         shall  remain in effect  with  respect to such third party and its
         ultimate  parent,  if any,  through  the later to occur of (i) the
         six-month anniversary of the earlier to occur of (A) the date that
         Marathon and its  Affiliates do not own any  Membership  Interests
         and (B) the date that such third party and its  Affiliates  do not
         own any Membership Interests and (ii) in the event that such third
         party or its Affiliates acquires USX Voting Securities pursuant to
         the Closing of the Ashland Put Right, the date on which such third
         party  and its  Affiliates  do not own  more  than 5% of the  then
         outstanding USX Voting Securities;



                                                                         109

                  (iii) such third party and its ultimate  parent,  if any,
         shall each become subject to the same  non-compete  covenants that
         apply to Ashland under Article XIV;

                  (iv) Ashland shall be relieved of all of its  obligations
         hereunder  other than (1) any default  hereunder by Ashland or any
         of its  Affiliates  that  occurred  prior  to  the  time  of  such
         Transfer; (2) Ashland's obligations under Section 12.02 (which are
         in addition to, and not in lieu of such third party's  obligations
         under Section 12.02); and (3) Ashland's  obligations under Article
         XIV (which  shall  survive  for six  months  from the date of such
         Transfer  and which are in  addition  to,  and not in lieu of such
         third party's obligations under Article XIV); and

                  (v) Ashland  shall retain all of its rights under Article
         X with  respect  to any  Securities  that are  issued  to  Ashland
         pursuant  to  Section  4.02(c)  prior to or after the date of such
         Transfer  (which rights shall be in addition to and not in lieu of
         the rights that the third party of Ashland's  Membership Interests
         is entitled to under Article X).

                  (d) Assignment of Ashland's Ashland Put Right and Special
Termination  Right.  In the event of an assignment by Ashland of its rights
and  obligations  under this  Agreement  to a third party  pursuant to this
Section 15.02,  Ashland's rights and obligations related to its Ashland Put
Right and its  Special  Termination  Right  shall also be  assigned to such
third  party;  provided  that such third  party shall not be  permitted  to
exercise the Ashland Put Right until the third  anniversary  of the date of
such assignment.

                  SECTION  15.03.  Survival and Assignment re: the Company.
The Company  shall not be  permitted  to assign its rights and  obligations
hereunder  without the prior  written  consent of each of the other parties
hereto, which consent shall not be unreasonably withheld.

                  SECTION 15.04. Assignment and Assumption Agreements.  Any
assignment of  Marathon's,  USX's,  Ashland's or the  Company's  respective
rights  and  obligations  hereunder  pursuant  to this  Article XV shall be
pursuant to an assignment and  assumption  agreement by and among the third
party,  such third party's ultimate parent, if any, and each of the parties
hereto, in such form as the parties hereto shall reasonably approve.



                                                                         110

                  SECTION 15.05.  Consequences of Unpermitted  Assignments.
Any attempted  assignment in violation of this Article XV shall be void and
without legal effect.


                                ARTICLE XVI

                       Dispute Resolution Procedures

                  SECTION  16.01.  General.  All  controversies,  claims or
disputes that arise out of or relate to the Agreement or the  construction,
interpretation,   performance,   breach,  termination,   enforceability  or
validity of the Agreement, or the commercial economic or other relationship
of the parties thereto,  whether such claim is based on rights,  privileges
or interests  recognized by or based upon statute,  contract,  tort, common
law or otherwise  and whether such claim  existed  prior to or arises on or
after  the  date of the  Agreement  (a  "Dispute")  shall  be  resolved  in
accordance  with  the  provisions  of  this  Article  XVI.  Notwithstanding
anything to the contrary  contained  in this  Article XVI,  nothing in this
Article  XVI shall  limit the ability of the  directors  and  officers of a
party hereto from communicating directly with the directors and officers of
any other party hereto.

                  SECTION  16.02.  Dispute  Notice  and  Response.  A party
hereto may give another party hereto written notice (a "Dispute Notice") of
any Dispute  which has not been  resolved in the normal course of business.
Within  fifteen  Business Days after  delivery of the Dispute  Notice,  the
receiving  party shall  submit to the other party a written  response  (the
"Response").  The  Dispute  Notice and the  Response  shall each  include a
statement  setting  forth the position of the party  giving such notice,  a
summary of the arguments  supporting such position and, if applicable,  the
relief sought.

                  SECTION  16.03.   Negotiation   Between  Chief  Executive
Officers. (a) If a Dispute Notice is delivered prior to the Closing, within
10 Business  Days after  delivery of the  Response  provided for in Section
16.02, the Chief Executive  Officer (in the case of Ashland and USX) and/or
the  President  (in the case of Marathon  and the Company) of 


                                                                         111

each party to such  Dispute  shall meet or  communicate  by  telephone at a
mutually  acceptable  time  and  place,  and  thereafter  as  often as they
reasonably deem necessary,  and shall negotiate in good faith to attempt to
resolve the Dispute  that is the subject of such  Dispute  Notice.  If such
Dispute has not been resolved within 20 Business Days after the delivery of
the  Response as provided  for in Section  16.02,  then each party shall be
permitted  to take such  actions  at law or in  equity  as it is  otherwise
permitted to take or as may be available under Applicable Law.

                  (b)  All   negotiations   between  the  Chief   Executive
Officer(s) and/or the President(s)  pursuant to this Section 16.03 shall be
treated  as  compromise  and  settlement  negotiations.   Nothing  said  or
disclosed,  nor any document  produced,  in the course of such negotiations
which is not  otherwise  independently  discoverable  shall be  offered  or
received as evidence or used for  impeachment  or for any other  purpose in
any current or future arbitration or litigation.

                  SECTION  16.04.  Right  to  Equitable  Relief  Preserved.
Notwithstanding  anything  in this  Agreement  to the  contrary,  any party
hereto may at any time seek from any court of the United States  located in
the State of  Delaware  or from any  Delaware  state  court,  any  interim,
provisional  or  injunctive  relief  that may be  necessary  to protect the
rights or property of such party or maintain the status quo before,  during
or after the pendency of the  negotiation  process or any other  proceeding
contemplated by Section 16.03.


                                ARTICLE XVII

                               Miscellaneous

                  SECTION 17.01.  Notices. Any notice,  consent or approval
to be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered: (i) personally by a reputable courier service
that  requires a  signature  upon  delivery;  (ii) by mailing  the same via
registered or certified  first-class mail, postage prepaid,  return receipt
requested;  or (iii) by  telecopying  the same  with  receipt  confirmation
(followed by a first-class  mailing of the same) to the intended recipient.
Any such writing  will be deemed to have been given:  (a) as of the date of



                                                                         112

personal  delivery  via  courier as  described  above;  (b) as of the third
calendar  day after  depositing  the same into the  custody  of the  postal
service as evidenced by the date-stamped receipt issued upon deposit of the
same into the  mails as  described  above;  and (c) as of the date and time
electronically  transmitted  in the case of telecopy  delivery as described
above,  in each case  addressed  to the  intended  party at the address set
forth below:

To Marathon:

Marathon Oil Company
5555 San Felipe
P.O. Box 3128
Houston, TX 77056
Attn:  General Counsel
Phone:  (713) 296-4137
Fax:    (713) 296-4171

To USX:

USX Corporation
600 Grant Street
Pittsburgh, PA, 15219-4776
Attn: General Counsel
Phone:  (412) 433-1121
Fax:  (412) 433-2015

To Ashland:

Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
Attn: General Counsel
Phone:  (606) 329-3333
Fax:    (606) 329-3823

To the Company:

Marathon Ashland Petroleum LLC
539 South Main Street
Findlay, Ohio 45840
Attn: General Counsel
Phone:  (419) 421-4115
Fax:    (419) 422-2121


                                                                         113

Any party may designate  different  addresses or telecopy numbers by notice
to the other parties.

                  SECTION  17.02.   Merger  and  Entire   Agreement.   This
Agreement   (including  the  Schedules  and  Appendices  attached  hereto),
together  with the other  Transaction  Documents  (including  the exhibits,
schedules and  appendices  thereto) and certain other  agreements  executed
contemporaneously  with the  Master  Formation  Agreement  constitutes  the
entire   Agreement  of  the  parties   hereto  and   supersedes  any  prior
understandings,  agreements,  or  representations  by or among the  parties
hereto,  written  or oral,  to the  extent  they  relate  in any way to the
subject matter hereof.

                  SECTION 17.03. Parties in Interest.  This Agreement shall
inure to the benefit of, and be binding upon,  the parties hereto and their
respective successors, legal representatives and permitted assigns.

                  SECTION  17.04.  Counterparts.   This  Agreement  may  be
executed in  counterparts,  each of which shall be deemed an original,  but
all of which together shall constitute one and the same instrument.

                  SECTION 17.05. Amendment;  Waiver. This Agreement may not
be amended  except in a written  instrument  signed by each of the  parties
hereto and  expressly  stating it is an  amendment to this  Agreement.  Any
failure or delay on the part of any party hereto in exercising any power or
right hereunder shall not operate as a waiver thereof, nor shall any single
or  partial  exercise  of any such  right or power  preclude  any  other or
further  exercise  thereof  or the  exercise  of any  other  right or power
hereunder or otherwise available at law or in equity.

                  SECTION  17.06.  Severability.  If any  term,  provision,
covenant,  or restriction of this Agreement or the  application  thereof to
any  Person or  circumstance,  at any time or to any  extent,  is held by a
court of  competent  jurisdiction  or other  Governmental  Authority  to be
invalid,  void or  unenforceable,  the remainder of the terms,  provisions,
covenants and  restrictions  of this Agreement (or the  application of such
provision in other  jurisdictions or to Persons or circumstances other than
those to which it was held  invalid  or  unenforceable)  shall in no way be
affected,  impaired  or  invalidated,   and  to  the  extent  permitted  by
Applicable Law, any such term, provision,  covenant or 


                                                                         114

restriction shall be restricted in applicability or reformed to the minimum
extent  required  for  such to be  enforceable.  This  provision  shall  be
interpreted  and enforced to give effect to the original  written intent of
the  parties  hereto  prior  to the  determination  of such  invalidity  or
unenforceability.

                  SECTION 17.07.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE
GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF
DELAWARE,  WITHOUT  GIVING  EFFECT TO THE  PRINCIPLES  OF  CONFLICTS OF LAW
THEREOF. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING
RELATED TO OR ARISING OUT OF THIS AGREEMENT,  OR ANY TRANSACTION OR CONDUCT
IN CONNECTION HEREWITH, IS WAIVED.

                  SECTION 17.08. Enforcement. The parties hereto agree that
irreparable  damage would occur in the event that any of the  provisions of
this Agreement  were not performed in accordance  with their specific terms
or were  otherwise  breached.  It is  accordingly  agreed  that the parties
hereto  shall be  entitled  to an  injunction  or  injunctions  to  prevent
breaches  of this  Agreement  and to  enforce  specifically  the  terms and
provisions of this Agreement in the Delaware Chancery Court;  provided that
if the Delaware  Chancery Court does not have  jurisdiction with respect to
such matter,  the parties hereto shall be entitled to enforce  specifically
the terms  and  provisions  of this  Agreement  in any court of the  United
States  located in the State of Delaware or in Delaware  state court,  this
being in addition to any other  remedy to which they are entitled at law or
in equity.  In addition,  each of the parties hereto (i) consents to submit
itself to the personal  jurisdiction of the Delaware  Chancery Court in the
event  that  any  dispute  arises  out  of  this  Agreement  or  any of the
transactions contemplated by this Agreement;  provided that if the Delaware
Chancery Court does not have jurisdiction with respect to any such dispute,
such party  consents to submit itself to the personal  jurisdiction  of any
Federal court located in the State of Delaware or any Delaware state court,
(ii) agrees to appoint and  maintain an agent in the State of Delaware  for
service of legal process,  (iii) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from
any such  court,  (iv)  agrees  that it will not plead or claim in any such
court that any action relating to this Agreement or any of the transactions
contemplated  by this  Agreement  in any such court has been  brought in an
inconvenient  forum and (v)  agrees  that it will not  initiate  


                                                                         115

any  action  relating  to  this  Agreement  or  any  of  the   transactions
contemplated  by this  Agreement  in any court other than (1) the  Delaware
Chancery  Court,  or (2) if the  Delaware  Chancery  Court  does  not  have
jurisdiction  with respect to such action,  a Federal  court sitting in the
State of Delaware or a Delaware state court.

                  SECTION  17.09.  Table of Contents,  Headings and Titles.
The table of contents  and section  headings of this  Agreement  and titles
given to Schedules  and  Appendices  to this  Agreement  are for  reference
purposes  only  and  are to be  given  no  effect  in the  construction  or
interpretation of this Agreement.

                  SECTION   17.10.   Use  of   Certain   Terms;   Rules  of
Construction.  As used in this Agreement, the words "herein",  "hereof" and
"hereunder"  and other words of similar import refer to this Agreement as a
whole  and  not  to  any  particular  paragraph,   subparagraph,   section,
subsection  or other  subdivision.  Whenever the context may  require,  any
pronoun used in this Agreement shall include the  corresponding  masculine,
feminine or neuter  forms,  and the  singular  form of nouns,  pronouns and
verbs shall  include the plural and vice versa.  Each party  hereto  agrees
that any rule of  construction to the effect that any ambiguities are to be
resolved   against  the  drafting  party  shall  not  be  employed  in  the
interpretation  or  construction  of  this  Agreement  or  any  Transaction
Document.

                  SECTION 17.11. Holidays. Notwithstanding any deadline for
payment,  performance,  notice or election  under this  Agreement,  if such
deadline  falls on a date that is not a Business Day, then the deadline for
such payment, performance,  notice or election will be extended to the next
succeeding Business Day.

                  SECTION 17.12. Third Parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person
and  their  respective  successors,  legal  representatives  and  permitted
assigns any rights, remedies or basis for reliance upon, under or by reason
of this Agreement.

                  SECTION 17.13. Liability for Affiliates. Except where and
to the extent that a contrary intention otherwise appears,  where any party
hereto  undertakes  to cause its  Affiliates to take or abstain from taking
any action,  such  undertaking  shall mean (i) in the case of an  Affiliate
that is  controlled  by such  party,  that  such  party  shall  cause  such
Affiliate  to take or abstain  from taking such 

                                                                         116

action  and  (ii) in the case of an  Affiliate  that  controls  or is under
common control with such party,  that such party shall use its commercially
reasonable  best efforts to cause such  Affiliates  to take or abstain from
taking  such  action;  provided,  however,  that  such  party  shall not be
required to violate, or cause any director of an Affiliate to violate,  any
fiduciary duty to minority shareholders of such Affiliate.

                  SECTION 17.14.  Schedules.  No representation or warranty
hereunder  shall be deemed to be  inaccurate  if the  actual  situation  is
disclosed  pursuant to another  representation  or warranty  herein or in a
schedule  to a  Put/Call,  Registration  Rights  and  Standstill  Agreement
Disclosure  Letter or in any other  Transaction  Document  or any  exhibit,
schedule or appendix  thereto,  whether or not an explicit  cross-reference
appears.   Neither  the   specification   of  any  dollar   amount  in  any
representation,  warranty or covenant  contained in this  Agreement nor the
inclusion  of any specific  item in a schedule to a Put/Call,  Registration
Rights and Standstill Agreement Disclosure Letter is intended to imply that
such amount,  or higher or lower amounts,  or the item so included or other
items, are or are not material, and neither party shall use the fact of the
setting  forth of any such amount or the  inclusion of any such item in any
dispute or controversy  involving the parties as to whether any obligation,
item or  matter  not  described  herein  or  included  in a  schedule  to a
Put/Call,





Registration Rights and Standstill Agreement Disclosure Letter is or is not
material for purposes of this Agreement.

                  IN WITNESS WHEREOF, this Agreement has been duly executed
by the parties as of the day and year first above written.


                                   MARATHON OIL COMPANY

                                      by   /s/ Victor G. Beghini
                                        --------------------------
                                        Name:  Victor G. Beghini
                                        Title: President


                                   USX CORPORATION

                                      by   /s/ Thomas J. Usher
                                        --------------------------
                                        Name:  Thomas J. Usher
                                        Title: Chairman of the Board
                                        and Chief Executive Officer


                                   ASHLAND INC.

                                      by   /s/ Paul W. Chellgren
                                         --------------------------
                                         Name:  Paul W. Chellgren
                                         Title: Chairman of the Board
                                         and Chief Executive Officer


                                   MARATHON ASHLAND PETROLEUM LLC

                                       by   /s/ J. L. Frank
                                         --------------------------
                                         Name:  J. L. Frank
                                         Title: President




         [85257.5]


                             FOR FURTHER INFORMATION

                             USX                     Ashland Inc.
                             William E. Keslar       Dan Lacy     
                             (412) 433-6870         (606) 329-3148

                             January 2, 1998

Marathon and Ashland close joint venture transaction

Findlay,  Ohio -- USX  Corporation's  Marathon Oil Company and Ashland Inc.
today  jointly  announced  that  they  have  closed  the  transaction  that
officially  creates the refining and marketing  company,  Marathon  Ashland
Petroleum LLC.
The close of the transaction was effective Jan. 1, 1998.
         Marathon  has a 62 percent in the new company and Ashland  holds a
38 percent interest.
         USX, Marathon and Ashland  officials signed definitive  agreements
to create the venture Dec. 12. Plans to pursue the  combination  were first
announced May 15 when a letter of intent to seek a combination of the major
elements of the two firms' downstream operations was signed.
         Marathon  Ashland  Petroleum will operate seven  refineries with a
combined  capacity of 935,000  barrels per day, or six percent of the total
U.S.  refining  capacity.  The  refineries  are located at Garyville,  La.,
(255,000 b/d);  Catlettsburg,  Ky., (220,000 b/d), Robinson, Ill., (180,000
b/d); St. Paul Park,  Minn.,  (70,000 b/d); Texas City, Texas (70,000 b/d);
Detroit,  Mich.,  (70,000  b/d);  and Canton,  Ohio (70,000  b/d).  The new
company will have 84 light  products  and asphalt  terminals in the Midwest
and Southeast United States,  5,400 retail marketing  outlets in 20 states,
and significant pipeline holdings.
         Marathon  Oil  Company  is  a  part  of  the  USX-Marathon   Group
(NYSE:MRO).  Ashland Inc. (NYSE:ASH) is a large energy and chemical company
engaged in petroleum refining and marketing; coal and highway construction.
For more  information on Marathon see  www.marathon.com  or www.usx.com For
more information on Ashland see www.ashland.com

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