Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation, which is about to file an
Annual Report on Form 10-K with the Securities and Exchange Commission
under the provisions of the Securities Exchange Act of 1934, as amended,
hereby constitutes and appoints PAUL W. CHELLGREN, DAVID L. HAUSRATH and
LINDA L. FOSS, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power to act without the others to
sign and file such Annual Report and the exhibits thereto and any and all
other documents in connection therewith, and any such amendments thereto,
with the Securities and Exchange Commission, and to do and perform any and
all acts and things requisite and necessary to be done in connection with
the foregoing as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.
Dated: November 2, 2000
<TABLE>
<S> <C>
/s/ Paul W. Chellgren
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Paul W. Chellgren, Chairman of the Board Ralph E. Gomory, Director
and Chief Executive Officer
/s/ J. Marvin Quin /s/ Bernadine P. Healy
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J. Marvin Quin, Senior Vice President Bernadine P. Healy, Director
and Chief Financial Officer
/s/ Kenneth L. Aulen /s/ Mannie L.Jackson
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Kenneth L. Aulen, Administrative Vice President, Mannie L. Jackson, Director
Controller and Principal Accounting Officer
/s/ Samuel C. Butler /s/ Patrick F.Noonan
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Samuel C. Butler, Director Patrick F. Noonan, Director
/s/ Frank C. Carlucci /s/ Jane C. Pfeiffer
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Frank C. Carlucci, Director Jane C. Pfeiffer, Director
/s/ Ernest H. Drew /s/ William L. Rouse
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Ernest H. Drew, Director William L. Rouse, Jr., Director
/s/ James B. Farley /s/ Theodore M. Solso
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James B. Farley, Director Theodore M. Solso, Director
</TABLE>
<PAGE>
ASHLAND INC.
Certificate of Assistant Secretary
The undersigned hereby certifies that she is an Assistant
Secretary of Ashland Inc., a Kentucky corporation (the "Corporation"), and
that, as such, she is authorized to execute this Certificate on behalf of
the Corporation and further certifies that:
(a) Attached hereto as Exhibit A is a true and correct copy
of an excerpt from the minutes of the meeting of the
Board of Directors of the Corporation held on November 2,
2000, setting forth certain actions taken at such
meeting, and the powers and authorities granted pursuant
to such actions have at all times been in effect without
amendment, waiver, rescission or modification since
November 2, 2000.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Corporation on this 20th day of November, 2000.
/s/ Linda L. Foss
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Linda L. Foss
Assistant Secretary
[SEAL]
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Exhibit A
Annual Report on Form 10-K
RESOLVED, that the Corporation's Annual Report to the Securities and
Exchange Commission (the "SEC") on Form 10-K (the "Form 10-K") in the form
previously circulated to the Board in preparation for the meeting be, and
it hereby is, approved with such changes as the Chairman of the Board, any
Vice President, the Secretary or the Corporation's counsel ("Authorized
Persons") shall approve, the execution and filing of the Form 10-K with the
SEC to be conclusive evidence of such approval; provided, however, that
without derogating from the binding effect of the above, it is understood
that an Authorized Person shall cause the distribution prior to the filing
with the SEC, of a copy of such Form 10-K to the directors in substantially
that form which is to be filed with the SEC and that each director shall
have the opportunity to review with and comment to an Authorized Person
prior to such filing;
FURTHER RESOLVED, that the Authorized Persons be, and each of them hereby
is, authorized to file with the SEC the Form 10-K and any amendments
thereto on Form 10-K/A and/or any other applicable form; and
FURTHER RESOLVED, that the Authorized Persons be, and each of them hereby
is, authorized to take all such further actions as in their judgment may be
necessary or advisable to accomplish the purposes of the foregoing
resolutions.
