Exhibit 10.3
           Form of Notice of Grant of a Restoration Non-Qualified
                      Performance Based Stock Option.

 NOTICE OF GRANT OF A RESTORATION NON-QUALIFIED PERFORMANCE BASED STOCK OPTION

Name of Employee:  Name

Number of Option Shares: SHARES

Exercise Price Per Share:  $28.13

Date of Option Grant:    September 19, 2002

Vesting Schedule:   Options will vest in the same manner as the Restricted Stock
                    vests, that was granted to you on May 28, 2002 under the
                    Marathon Oil Corporation 1990 Stock Plan

Expiration Date:    October 20, 2011

ASHLAND  INC.  ("Ashland")  hereby  confirms  the  grant  of a  restoration
non-qualified  performance based stock option to purchase shares of Ashland
Common Stock (the "Option") to the above-named  Marathon Ashland  Petroleum
LLC ("MAP")  employee  ("Employee").  This Option is granted under,  and is
subject to, all of the terms and conditions of this Notice of Grant and the
Plan. A copy of the Plan is attached for your information.

Each  Employee  granted an Award  under this Plan shall agree by his or her
acceptance  of such  Award to  remain in the  service  of MAP,  Ashland  or
Marathon  Oil  Corporation  ("Marathon")  for a period of at least one year
from  date of the  Award.  Nothing  in the Plan,  or in any  Award  granted
pursuant to the Plan, shall confer from Ashland to any individual any right
to continue in the  employment of or service to MAP or interfere in any way
with the right of MAP to terminate the Employee's employment at any time.

In the event the Employee  should transfer from MAP to Ashland or Marathon,
this Option shall continue to vest in accordance with the exercise schedule
described  above and be  governed  by the terms of this Notice of Grant and
the  Plan  and  such  Employee  shall  continue  to  have  all  rights  and
obligations  of an  Employee  as  provided  in this Notice of Grant and the
Plan.

In the event of the Employee's retirement from or death or disability while
employed by MAP,  Ashland or  Marathon,  this option  shall  continue to be
exercisable  until the  expiration  date of this  Option  for the number of
shares which the Employee could have acquired under the Option  immediately
prior to the retirement, death or disability.

In the event the Employee should terminate  employment from MAP, Ashland or
Marathon  for any reason  other than stated  above,  this  Option  shall be
exercisable  until  the  earlier  to occur of the  expiration  date of this
Option or thirty (30) days after  termination only for the number of shares
which the Employee could have acquired under this Option  immediately prior
to termination.

Please  acknowledge  your  receipt of this  Notice by  signing,  dating and
returning  the  enclosed  copy of this  Notice  of Grant to  Carrie  Ramey,
Ashland Inc., 50 E. RiverCenter  Boulevard,  P. O. Box 391,  Covington,  KY
41012-0391,  on or before November 19, 2002, or the Option will become null
and void.

ASHLAND INC.                                    EMPLOYEE SIGNATURE:


BY:/s/Paul Chellgren
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