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                                                                   EXHIBIT 10.12

                       ARCH SENIOR EXECUTIVE PENSION PLAN
                 As Amended and Restated as of October 23, 2003

                               Article I. The Plan

                  1.1      Establishment of Plan. Effective as of February 8,
         1999 (the "Original Effective Date") Arch Chemicals, Inc. (the
         "Company" or "Arch") established a non-qualified deferred compensation
         plan known as the Arch Senior Executive Pension Plan (the "Plan") for
         the benefit of certain salaried employees of Arch and other Employing
         Companies who may be eligible to participate. For purposes of this
         Plan, an "Employing Company" means any company which has adopted this
         Plan and is included within the definition of an Employing Company
         under the terms of The Pension Plan of Arch Chemicals and any other
         qualified defined benefit plans maintained by Arch (collectively, the
         "Qualified Plans").

                  1.2      Purpose. The purpose of this Plan is to attract and
         retain a management group capable of assuring Arch's future success by
         providing them with supplemental retirement income under this Plan.
         This Plan is intended to be an unfunded, nonqualified deferred
         compensation plan for select management employees.

                  1.3      Plan Document. This Plan document describes the terms
         of the Plan as in effect as of October 23, 2003. Prior Plan documents
         govern Plan administration for periods prior to October 23, 2003.

                             Article II. Eligibility

                  2.1      Participation. Any Arch Employee whose job is rated
         at 2,000 Hay Points (or the equivalent) or more and who is selected by
         the Board of Directors of the Company or the Compensation Committee of
         the Board (referred to in this Plan as the "Selection Committee" or
         "Compensation Committee") shall participate in the Plan (a
         "Participant"). As provided hereinafter, the Selection Committee shall
         also have the power to remove any Participant from the Plan, whether or
         not he or she has begun to receive benefits hereunder.

                  2.2      Assumption of Prior Olin Plan Liabilities for Arch
         Employees; Transfers of Reserves. In conjunction with establishing this
         Plan, Arch assumed the liabilities of Olin for the provision of
         benefits to participants who, immediately prior to February 8, 1999
         (the "Distribution Date") were participants in the Olin Senior
         Executive Pension Plan as in effect on the Distribution Date (the "Olin
         Senior Plan") and who, as of the Original Effective Date transferred
         to, and became employed by, Arch or its affiliated companies. In
         consideration of such assumption of liability, Olin transferred, as of
         the Original Effective Date, to Arch (or to a rabbi trust established
         by Arch) the reserves (including any assets held in a rabbi trust or
         similar vehicle) reflecting the value of the accrued liabilities being
         transferred, determined in accordance with Olin's established

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         policies and accounting methods, uniformly applied for calculating
         liabilities under its non-qualified plans.

                              Article III. Benefits

                  3.1      Benefit Formula. As of the Distribution Date, each
         Eligible Employee who, immediately prior to the Distribution Date, was
         a participant in the Olin Senior Executive Pension Plan, was credited
         in this Plan with an accrued benefit equal to that credited to such
         individual under the Olin Senior Executive Pension Plan as of the
         Distribution Date (based upon the Eligible Employee's Average
         Compensation and service with Olin), provided however that such
         crediting did not occur under this Plan until such employee had
         released Olin and its affiliates, and the Olin Senior Plan, from any
         liability, or claim for benefits, with respect to the Employee's
         participation in said plan.

         Upon retirement, as hereinafter provided, a Participant shall be
         entitled to receive an annual "Retirement Allowance" equal to the
         lesser of (a) and (b) below:

                           (a) three percent (3%) of the Participant's Average
                  Compensation, multiplied by the sum of his Years of Benefit
                  Service credited while the employee was a Participant in this
                  Plan and, prior to this Plan, the Olin Senior Executive
                  Pension Plan, plus one and one-half percent (1 1/2%) of the
                  Participant's Average Compensation multiplied by his aggregate
                  Years of Benefit Service credited under all qualified defined
                  benefit plans of Arch (including Years of Benefit Service
                  credited under the Olin Employees Pension Plan while the
                  employee was not a Participant in either this Plan or the
                  prior Olin Senior Executive Pension Plan), provided that the
                  resulting percentage of Average Compensation shall be reduced
                  by one-third of one percent (1/3%) for each month by which the
                  Participant's benefits under this Plan begin prior to his
                  sixty-second (62nd) birthday;

                  reduced by the sum of

                                    (i) the Participant's annual retirement
                           allowance payable from all Arch Qualified Plans and
                           any other nonqualified defined benefit pension plans
                           of the Company and all Employing Companies
                           (including, without limitation, The Pension Plan of
                           Arch Chemicals), and the equivalent actuarial value
                           of any other arrangement with the Company or an
                           Employing Company which the Plan Administrator, in
                           its sole discretion, determines to be a pension
                           supplement (collectively referred to hereinafter as
                           the "Other Arch Plans"); plus

                                    (ii) fifty percent (50%) of the
                           Participant's Primary Social Security Benefit.

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                           (b) fifty percent (50%) of the Participant's Average
                  Compensation, reduced by the sum of

                                    (i) the amount of annual retirement benefits
                           from The Pension Plan of Arch Chemicals and all Other
                           Arch Plans (as previously defined) and all qualified
                           and non-qualified deferred compensation plans of the
                           Participant's previous and subsequent employers; and

                                    (ii) fifty percent (50%) of the
                           Participant's Primary Social Security Benefit.

                           (c) For purposes of determining a Participant's
                  "Average Compensation," "Years of Benefit Service,"
                  "Retirement Allowance" and "Primary Social Security Benefit"
                  under this Plan, such terms shall have the same meaning as
                  that contained in The Pension Plan of Arch Chemicals and shall
                  include credit for the compensation received, and service
                  rendered by such Participant while employed by Arch and its
                  affiliates, as well as by Olin and its affiliates up through
                  the Distribution Date (or through February 8, 2000 in the case
                  of Participants transferring from Olin pursuant to Section
                  3.5). In calculating a Participant's Average Compensation
                  under this Plan, (i) "Average Compensation" under this Plan
                  shall also include deferred amounts of regular salary and
                  deferrals under management incentive plans (other than the
                  Performance Unit Plan, the EVA Bonus Bank or similar bonus
                  bank arrangements, and other long-term incentive and long-term
                  bonus plans of Olin and Arch); (ii) executive severance which
                  is payable to certain Participants under employment agreements
                  shall be treated as if paid over the number of months of
                  salary used to calculate the amount of such severance, even if
                  such severance is received in a lump sum; (iii) Average
                  Compensation shall be calculated without regard to the dollar
                  limitations imposed by Section 401(a)(17) of the Internal
                  Revenue Code; and (iv) "Years of Benefit Service" shall
                  include service imputed as a result of treating any executive
                  severance paid as having been received over the number of
                  months used to calculate such severance.

                           (d) The annual retirement allowances payable under
                  The Pension Plan of Arch Chemicals, Other Arch Plans and from
                  pension plans of the Participant's previous employers, which
                  are to be used to reduce the benefit payable under (a) or (b)
                  above, shall be determined assuming (i) that the Participant
                  selected a 50% joint and survivor annuity under such plans,
                  (ii) began receiving benefits thereunder at their actual
                  commencement date (rather than the commencement date for
                  benefits under this Plan), and (iii) using the actuarial
                  equivalent factors specified in the plans which are the
                  subject of the offset or, if such factors are not reasonably
                  available, such factors as may, from time to time, be elected
                  by the Plan Administrator.

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                  3.2      Retirement.

                           (a) Except as otherwise provided in Section 4.2(a), a
                  Participant may retire from active service with Arch and all
                  Employing Companies and commence benefits under this Plan at
                  any time after reaching his fifty-fifth (55th) birthday,
                  provided, however, that Accelerated Benefits (as provided in
                  Section 4.2(b) of the Plan) may not commence until at least
                  twelve (12) full months following the Participant's actual
                  retirement. In the case of a Participant who transferred
                  directly to Olin on or before February 8, 2000, (i) "actual
                  retirement" shall be construed to mean retirement or
                  termination of service from Olin and its affiliates, and (ii)
                  service with Olin (and its affiliates) shall be credited in
                  enabling the Participant to attain his early retirement age
                  (but not in determining Years of Benefit Service) under this
                  Plan.

                           (b) For purposes of (i) determining whether a
                  Participant has reached his fifty-fifth (55th) birthday and,
                  thus, is eligible to commence benefits under this Section 3.2
                  instead of on a deferred vested basis, and (ii) calculating
                  the annual retirement allowance from The Pension Plan of Arch
                  Chemicals which is to be used as an offset, any Participant
                  who has completed at least seven (7) Years of Creditable
                  Service (as defined in The Pension Plan of Arch Chemicals) and
                  who is at least age fifty-two (52), but less than age
                  fifty-five (55) on the date his service is terminated (without
                  taking into account any severance period) other than (i) for
                  cause or (ii) as a result of a voluntary termination, shall be
                  treated as continuing as an eligible Employee until the date
                  on which the Participant reaches age fifty-five (55). A
                  Participant in this Plan shall be credited with his prior
                  service with Olin and its affiliates, as well as Arch and its
                  affiliates, in enabling the Participant to attain his early
                  retirement age under this Plan. In the case of a Participant
                  who transferred directly to Olin on or before February 8,
                  2000, service with Olin shall be credited in determining
                  whether the Participant has reached age 55 under this
                  paragraph (b). Such service shall be imputed for the sole
                  purposes of determining whether the Participant qualifies for
                  subsidized early retirement benefits, and shall not be treated
                  as "Benefit Service" for the purpose of calculating the amount
                  of the Participant's Retirement Allowance. A Participant may
                  not commence benefits hereunder until he actually reaches age
                  fifty-five (55).

                  3.3      Deferred Vested Employees. Any Participant who
         terminates active service with Arch and all Employing Companies prior
         to having reached age fifty-five (55) may commence benefits under this
         Plan only after having reached age sixty-five (65); provided however
         that, in the case of a Participant who transferred directly to Olin on
         or prior to February 8, 2000, service with Olin and its affiliates
         shall be counted in enabling such Participant to retire on or after
         attaining age fifty-five (55) (and actually retiring from Olin), in
         accordance with Section 3.2 above. In the case of a deferred vested
         Participant, benefits paid from this Plan will be calculated assuming
         that the Participant did not commence benefits under The Pension Plan
         of Arch Chemicals until he or she reached age sixty-five (65), even
         though the Participant may actually

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         commence benefits under The Pension Plan of Arch Chemicals prior to
         that date. In the event that an Arch Employee was re-employed by Olin
         prior to February 8, 2000, and again participates in the Olin Senior
         Executive Pension Plan, such re-employment shall not constitute a
         separation from service permitting a distribution of benefits under
         this, or any other, provision of this Plan.

                  3.4      Calculation of Benefit if Participant is Disabled. In
         the event that a Participant becomes Totally Disabled as that term is
         defined in The Pension Plan of Arch Chemicals, the Participant shall
         continue to receive the same service credit under this Plan as would be
         applicable to Totally Disabled nonbargaining employees covered by The
         Pension Plan of Arch Chemicals. The disabled Participant's benefit
         under this Plan shall be calculated in accordance with 3.1(a) and (b),
         and shall be payable as of the date that the Participant is no longer
         Totally Disabled (if such date occurs after age fifty-five (55)) or at
         age sixty-five (65), if the Employee is still then Disabled. If a
         Participant is no longer Disabled prior to reaching age fifty-five
         (55), then his entitlement to benefits shall be determined under
         Section 3.3, if he terminates service prior to reaching age 55, or
         under the other applicable provisions of this Plan, if he returns to
         active service. No Participant shall qualify for Disability Benefits
         hereunder if such Participant become Disabled after he or she is no
         longer actively employed by Arch, Inc. or its affiliates.

                  3.5      Transfers between Arch and Olin.

                           (a) Transfer to Olin From Arch. In the event that a
                  Plan Participant transferred employment to Olin after the
                  Distribution Date and on or prior to February 8, 2000, benefit
                  accrual under this Plan shall cease and Arch shall remain
                  liable for payment of any benefits accrued under this Plan to
                  the date of transfer. No reserves shall be transferred with
                  respect to any such Participant. As provided in Section 3.3,
                  no separation from service shall be deemed to occur under this
                  Plan permitting a distribution under this Plan and benefits
                  hereunder shall not commence until the Participant has
                  terminated his employment with Olin and has otherwise
                  qualified for benefits hereunder. When commenced, benefits
                  payable hereunder shall be based upon the Participant's
                  service with Arch (and, if applicable, any past service with,
                  and compensation from, Olin and its affiliates recognized as
                  of the Distribution Date), provided, however that Arch shall
                  continue to recognize a Participant's service with Olin and
                  its affiliates subsequent to his transfer to Olin solely for
                  purposes of determining the Participant's vesting and
                  attainment of retirement dates under this Plan.

                           (b) Transfer from Olin to Arch. In the event that an
                  Olin employee transferred employment to Arch from Olin after
                  the Distribution Date and on or prior to February 8, 2000,
                  benefit accrual under the Olin Senior Executive Pension Plan
                  shall cease and Olin shall remain liable for payment of any
                  benefits accrued under the Olin Senior Plan to the employee's
                  date of transfer to Arch. No reserves shall be transferred
                  from Olin or the Olin Senior Executive Pension Plan with
                  respect to such Olin Employee. Benefits shall not commence
                  under the Olin Senior Executive Pension Plan until the former
                  Olin employee terminates service with Arch and its affiliates
                  and has otherwise qualified for benefits under the Olin

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                  Senior Executive Pension Plan. Following such transfer, Olin
                  shall continue to credit such employee's service with Arch and
                  its affiliates subsequent to his transfer to Arch solely for
                  purposes of determining his vesting and attainment of
                  retirement dates under the Olin Senior Executive Pension Plan.
                  In computing the benefits, and determining attainment of
                  retirement ages under this Plan, Arch shall recognize the
                  compensation received, and service rendered by such
                  Participant while employed by Olin and its affiliates up to
                  the Participant's date of transfer to Arch. When benefits
                  commence under this Plan, they shall be offset by the benefit
                  that would be payable to the Participant from the Olin Senior
                  Executive Pension Plan, as of the date benefits commence
                  hereunder, regardless of when, or whether, such benefit under
                  the Olin Senior Executive Pension Plan actually commences.

                         Article IV. Payment of Benefits

                  4.1      Payment of Benefits; in General.

                  In the event that the Participant (i) does not elect to
         establish an employee-grantor trust in accordance with Section 4.2(a),
         (ii) does not elect to receive Accelerated Benefits in accordance with
         Section 4.2(a), and (iii) elects to commence his benefits under this
         Plan at the same time that he commences his Qualified Plan Benefit,
         then the Retirement Allowance payable hereunder shall be paid
         commencing at the same time and in the same form as that in which the
         Qualified Plan Benefit is payable to the Participant. If the
         Participant elects an actuarially equivalent form of benefit payment
         with respect to his or her Qualified Plan Benefits, that same form of
         payment shall apply to payment of his or her Retirement Allowance
         hereunder. Any election to receive regular monthly benefits under this
         Section 4.3 must be made at least one full year prior to the
         Participant's Accelerated Benefit Commencement Date.

                  4.2      Payment Provisions for Active Employees.

                           (a) As of October 31 of the calendar year following
                  the year in which an actively employed Participant meets the
                  Minimum Benefit Accumulation threshold provided for in Section
                  4.4(c), the Actuarial Present Value (determined as hereinafter
                  provided) of the after-tax amount of an actively employed
                  Participant's Retirement Allowance shall be deposited in an
                  employee-grantor trust established by the Participant unless,
                  at least one full year prior to the funding of such
                  employee-grantor trust, the Participant shall instead have
                  elected to receive "Accelerated Benefits" as hereinafter
                  provided. If a Participant elects to receive Accelerated
                  Benefits, then the Actuarial Present Value of such Benefits
                  shall be paid, at the election of the Participant, either in a
                  single sum or in up to three (3) annual installments (such
                  single sum or annual installments being referred to in this
                  Plan as "Accelerated Benefits"). The Participant's Accelerated
                  Benefits shall commence on his Accelerated Benefit
                  Commencement Date, which shall be twelve full months following
                  his actual retirement date at age fifty-five (55) or later
                  (the "Participant's Accelerated Benefit Commencement Date").
                  In

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                  the case of a Participant who transferred directly to Olin on
                  or before February 8, 2000, "actual retirement" shall be
                  construed to mean retirement or termination of service from
                  the transferee employer. Service with Olin (and its
                  affiliates) shall be credited in enabling the Participant to
                  attain his early retirement age (but not in determining his
                  Years of Benefit Service) under this Plan.

                           (b) In the event that an actively employed
                  Participant elects not to establish an employee-grantor trust,
                  but instead to receive Accelerated Benefits, regular monthly
                  benefits shall commence to be paid upon such Participant's
                  actual retirement in accordance with Section 4.3 until such
                  Participant reaches his Accelerated Benefit Commencement Date,
                  at which time Accelerated Benefits shall be paid in the form
                  and manner elected by the Participant, either in a single sum,
                  in up to three (3) annual installments, or in a combination of
                  annuity payments and either a single sum or annual
                  installments.

                           (c) Alternatively, the actively employed Participant
                  may elect, at least one full year prior to such Accelerated
                  Benefit Commencement Date, to receive his entire benefit in
                  the form of an annuity in accordance with Section 4.3 of this
                  Plan.

         4.3      Payment of Regular Monthly Benefits.

                           (a) Participants retiring from active service from
                  Arch and all Employing Companies may elect to receive regular
                  monthly benefits in lieu of receiving Accelerated Benefits or
                  establishing an employee-grantor trust. Such monthly benefits
                  shall be calculated and payable (without reduction for the
                  death benefit protection) in the form of a joint and 50%
                  survivor annuity with the Participant's Spouse as the joint
                  annuitant.

                           (b) Any Participant who terminates service with Arch
                  and all Employing Companies before reaching age 55 may not
                  commence benefits under this Plan prior to reaching age 65
                  unless he is eligible for "lay-off credit" pursuant to Section
                  3.2(b) and, thus, is deemed to qualify for early retirement
                  benefits. Any benefits payable under this Plan with respect to
                  a Participant who terminates service prior to reaching age 55,
                  and who is not eligible for any imputed service under the
                  lay-off provisions of Section 3.2(b), will be calculated
                  assuming that the Participant did not commence benefits under
                  The Pension Plan of Arch Chemicals until reaching age 65, even
                  though his actual commencement date under The Pension Plan of
                  Arch Chemicals may have been earlier.

         4.4      Assumptions used for Determining Amount to be contributed to
         Employee-grantor Trust; Threshold for Accelerated Benefits.

                           (a) Actuarial Assumptions for Employee-Grantor Trust.
                  In determining the Actuarial Present Value of the
                  Participant's Plan benefit to be used for purposes funding an
                  employee-grantor trust, the benefit shall be determined:

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                                    (i) as of the close of the Plan Year (i.e.,
                           December 31) prior to the year in which the employee
                           grantor trust is being funded;

                                    (ii) using an annuity purchase rate based
                           upon a discount rate equal to the municipal AAA 10
                           Year bond rate determined as of October 1st of the
                           year prior to the year the payment to the trust is
                           scheduled to be made; and

                                    (iii) assuming that the benefit commences
                           under this Plan

                                             (1) on the Participant's 65th
                                    birthday, if the Participant terminates
                                    service (or is treated as terminating
                                    service) prior to age 55;

                                             (2) on the Participant's 62nd
                                    birthday, if the Participant terminates
                                    service on or after reaching age 55 and
                                    before reaching age 62; and

                                             (3) on the Participant's 65th
                                    birthday, if the Participant terminates
                                    service on or after reaching age 62.

                           (b) Actuarial Assumptions for Determining Accelerated
                  Benefits. In determining the Actuarial Present Value of the
                  Participant's Accelerated Benefit, the benefit shall be
                  determined:

                                    (i) as of the close of the Plan Year in
                           which the Participant retires or terminates service;

                                    (ii) using an annuity purchase rate based
                           upon a discount rate equal to the municipal AAA 10
                           Year bond rate determined as of October 1st of the
                           year prior to the year of the Participant's
                           Accelerated Benefit Commencement Date; and

                                    (iii) assuming that the benefit commences
                           under this Plan

                                             (1) on the Participant's 65th
                                    birthday, if the Participant terminates
                                    service (or is treated as terminating
                                    service) prior to age 55;

                                             (2) on the Participant's 62nd
                                    birthday, if the Participant terminates
                                    service on or after reaching age 55 and
                                    before reaching age 62; and

                                             (3) on the Participant's 65th
                                    birthday, if the Participant terminates
                                    service on or after reaching age 62.

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                           (c) Minimum Benefit Accumulation Threshold. No
                  Accelerated Benefits shall commence to be paid, and no
                  Participant shall be given the opportunity to fund an
                  employee-grantor trust, until the Participant has accumulated
                  benefits under this Plan and the Arch Supplementary and
                  Deferral Benefit Pension Plan which, in the aggregate, have an
                  actuarial present value of at least One Hundred Thousand
                  Dollars ($100,000.00).

         4.5      Surviving Spouse Benefit.

                           (a) The Surviving Spouse of a Participant who dies
                  after commencing regular monthly benefits shall receive a
                  survivor benefit for his or her lifetime equal to 50% of the
                  monthly payments that were being paid to the Participant under
                  the Plan as of his death.

                           (b) The Surviving Spouse of a Participant who dies
                  after having elected to receive Accelerated Benefits, but who
                  as of the date of his death has not received the entire value
                  of his Accelerated Benefits, shall receive the remainder of
                  any Accelerated Benefits not yet paid in the form of payment
                  in effect with respect to the Participant.

                           (c) The Surviving Spouse of any Participant who dies
                  prior to benefit commencement shall be entitled to receive a
                  benefit equal to 50% of the benefit that the Participant would
                  have been entitled to had he survived to the earliest date on
                  which he could commence benefits hereunder, retired and
                  commenced monthly regular benefits under the Plan, and then
                  died the next day.

                           (d) Notwithstanding (a)-(c) above, if the Surviving
                  Spouse is more than four years younger than the Participant,
                  the Surviving Spouse's benefit under this Plan shall be
                  reduced so that the present value of the spouse's lifetime
                  benefit, as determined by the Company, is the same as it would
                  have been if he or she were only four years younger than the
                  Participant.

                           (e) For purposes of this Plan, the term "Spouse"
                  shall mean the person to whom a Participant is validly married
                  at the date of his death, as evidenced by a marriage
                  certificate issued in accordance with state law; provided
                  however, that (i) if a Participant's Spouse at his or her
                  death was not the Participant's Spouse at least 12 months
                  prior to the Participant's death, no Surviving Spouse's
                  retirement allowance shall be paid, and (ii) common law
                  marriages shall not be recognized hereunder.

         4.6      Benefit Upon a Change of Control.

                           (a) Lump Sum Payment Upon a Change of Control.
                  Notwithstanding any other provision of the Plan, upon a Change
                  in Control, each Participant covered by the Plan shall
                  automatically be paid a lump sum amount in cash by the Company
                  sufficient to purchase an annuity which, together with the
                  monthly payment, if any, under a Rabbi or other trust
                  arrangement established by the

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                  Company to make payments hereunder in the event of a Change in
                  Control and/or pursuant to any other annuity purchased by the
                  Company for the Participant to make payments hereunder, shall
                  provide the Participant with the same monthly after-tax
                  benefit as he would have received under the Plan based on the
                  benefits accrued to the Participant hereunder as of the date
                  of the Change in Control. Payment under this Section shall not
                  in and of itself terminate the Plan, but such payment shall be
                  taken into account in calculating benefits under the Plan
                  which may otherwise become due the Participant thereafter.

                           (b) No Divestment Upon a Change of Control. If a
                  Participant is removed from participation in the Plan after a
                  Change of Control has occurred, in no event shall his years of
                  Benefit Service accrued prior to such removal, and the benefit
                  accrued prior thereto, be adversely affected.

                           (c) Change of Control Defined. For purposes of the
                  Plan, a "Change in Control" of the Company shall have occurred
                  in the event that

                                    (i) the Company ceases to be, directly or
                           indirectly, owned of record by at least 1,000
                           stockholders;

                                    (ii) a person, partnership, joint venture,
                           corporation or other entity, or two or more of any of
                           the foregoing acting as "person" within the meaning
                           of Section 13(d)(3) of the Securities Exchange Act of
                           1934, as amended (the "Act"), other than the Company,
                           a majority-owned subsidiary of the Company or an
                           employee benefit plan of the Company or such
                           subsidiary (or such plan's related trust), become(s)
                           the "beneficial owner" (as defined in Rule 13d-3 of
                           the Act) of 20% or more of the then outstanding
                           voting stock of the Company; or

                                    (iii) during any period of two consecutive
                           years, individuals who at the beginning of such
                           period constitute the Company's Board of Directors
                           (together with any new Director whose election by the
                           Company's Board or whose nomination for election by
                           the Company's stockholders, was approved by a vote of
                           at least two-thirds of the Directors of the Company
                           then still in office who either were Directors at the
                           beginning of such period or whose election or
                           nomination for election was previously so approved)
                           cease for any reason to constitute a majority of the
                           Directors then in office; or

                                    (iv) all or substantially all of the
                           business of the Company is disposed of pursuant to a
                           merger, consolidation or other transaction in which
                           the Company is not the surviving corporation or the
                           Company combines with another company and is the
                           surviving corporation (unless the shareholders of the
                           Company immediately following such merger,
                           consolidation, combination, or other transaction
                           beneficially own, directly or indirectly, more than
                           50% of the aggregate voting stock or other

                                      -10-
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                           ownership interests of (x) the entities, if any, that
                           succeed to the business of the Company or (y) the
                           combined company);.or

                                    (v) the shareholders of the Company approve
                           a sale of all or substantially all of the assets of
                           the Company or a liquidation or dissolution of the
                           Company.

                           (d) Arbitration. Any dispute or controversy arising
                  under or in connection with the Plan subsequent to a Change in
                  Control shall be settled exclusively by arbitration in
                  Connecticut, in accordance with the rules of the American
                  Arbitration Association then in effect. Judgment may be
                  entered on the arbitrator's award in any court having
                  jurisdiction.

                  4.7      Removal from the Plan; Non-Payment of Benefits.

                           (a) Any Participant may be removed from the Plan by
                  the Compensation Committee at any time "for cause" as
                  determined by the Compensation Committee in its sole
                  discretion, whether or not the Participant has begun to
                  receive payments under the Plan, and whether or not the
                  Participant's employment has been terminated. "Cause" shall
                  include, without limitation, rendering services in any
                  capacity to a competitor of the Company or Employing Company
                  without the consent of the Compensation Committee. Neither the
                  Participant nor his or her Spouse shall be entitled to receive
                  any payments from the Plan from and after the date of the
                  removal of the Participant nor have any cause of action as a
                  result of such removal. The Participant or Spouse shall not be
                  required to return any payments made prior to removal of the
                  Participant from the Plan.

                           (b) The Compensation Committee may notify a
                  Participant that he or she is being suspended from the Plan as
                  a result of job performance which the Compensation Committee
                  in its sole discretion deems unsatisfactory. From and after
                  the date of such notification and notwithstanding the
                  Participant's actual Hay Points, he or she will not be deemed
                  to have 2,000 or more Hay Points for purposes of calculating
                  the Participant's Retirement Allowance. Any prior Years of
                  Benefit Service shall not be affected by such suspension.

                               Article V. Funding

                  5.1      Unfunded Plan. This Plan shall be unfunded. All
         payments under this Plan shall be made from the general assets of Arch
         and other Employing Companies.

                  5.2 Liability for Payment. Arch and each other Employing
         Company shall pay the benefits provided under this Plan with respect to
         Participants who are employed, or were formerly employed by it during
         their participation in the Plan. In the case of a Participant who was
         employed by more than one Employing Company, the Committee shall
         allocate the cost of such benefits among such Employing Companies in
         such manner as it deems equitable. The obligations of the Employing
         Company shall not be

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<PAGE>

         funded in any manner. The rights of any person to receive benefits
         under this Plan are limited to those of a general creditor of the
         Employing Company liable for payment hereunder.

                  5.3      Anti-alienation. No Participant or beneficiary shall
         have the right to assign, transfer, encumber or otherwise subject to
         any lien any payment or any other interest under this Plan, nor shall
         such payment or interest be subject to attachment, execution or levy of
         any kind.

                         Article VI. Plan Administration

                  6.1      Plan Administrator. The Company hereby appoints the
         Pension Administration and Review Committee as the Plan Administrator
         (the "Plan Administrator" or "Committee"). Any person, including, but
         not limited to, the directors, shareholders, officers and employees of
         the Company, shall be eligible to serve on the Committee. Any person so
         appointed shall signify his acceptance by undertaking the duties
         assigned. Any member of the Committee may resign by delivering written
         resignation to the Company. The Company may also remove any member of
         the Committee by delivery of a written notice of removal, which shall
         take effect upon delivery or on a date specified. Upon resignation or
         removal of a Committee member, the Company shall promptly designate in
         writing such other person or persons as a successor.

                  6.2      Allocation and Delegation. The Committee members may
         allocate the responsibilities among themselves, and shall notify the
         Company in writing of such action and the responsibilities allocated to
         each member.

                  6.3      Powers, Duties and Responsibilities. The Plan
         Administrator shall have all power to administer the Plan for the
         exclusive benefit of the Participants and their Beneficiaries, in
         accordance with the terms of the Plan. The Plan Administrator shall
         have the absolute discretion and power to determine all questions
         arising in connection with the administration, interpretation and
         application of the Plan. Any such determination by the Plan
         Administrator shall be conclusive and binding upon all persons. The
         Plan Administrator may correct any defect or reconcile any
         inconsistency in such manner and to such extent as shall be deemed
         necessary or advisable to carry out the purposes of the Plan; provided,
         however, that such interpretation or construction shall be done in a
         non-discriminatory manner and shall be consistent with the intent of
         the Plan.

         The Plan Administrator shall:

                           (a) compute the amount and kind of benefits to which
                  any Participant shall be entitled hereunder;

                           (b) maintain all necessary records for the
                  administration of the Plan;

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<PAGE>

                           (c) interpret the provisions of the Plan and make and
                  publish such rules for regulation of the Plan as are
                  consistent with the terms hereof;

                           (d) assist any Participant regarding his rights,
                  benefits or elections available under the Plan; and

                           (e) communicate to Participants and their
                  Beneficiaries concerning the provisions of the Plan.

                  6.4      Records and Reports. The Plan Administrator shall
         keep a record of all actions taken and shall keep such other books of
         account, records and other information that may be necessary for proper
         administration of the Plan. The Plan Administrator shall file and
         distribute all reports that may be required by the Internal Revenue
         Service, Department of Labor or others, as required by law.

                  6.5      Appointment of Advisors. The Plan Administrator may
         appoint accountants, actuaries, counsel, advisors and other persons
         that it deems necessary or desirable in connection with the
         administration of the Plan.

                  6.6      Majority Actions. The Committee shall act by a
         majority of their numbers, but may authorize one or more of them to
         sign all papers on their behalf.

                  6.7      Indemnification of Members. The Company shall
         indemnify and hold harmless any member of the Committee and of the
         Compensation Committee from any liability incurred in his or her
         capacity as such for acts which he or she undertakes in good faith as a
         member of such Committee.

                     Article VII. Termination and Amendment

                  7.1      Amendment or Termination. The Company may amend or
         terminate the Plan at any time, in whole or in part, by action of its
         Board of Directors, the Compensation Committee of the Board or any
         other duly authorized committee or officer. Any Employing Company may
         withdraw from participation in the Plan at any time. No amendment or
         termination of the Plan or withdrawal therefrom by an Employing Company
         shall adversely affect the vested benefits payable hereunder to any
         Participant for service rendered prior to the effective date of such
         amendment, termination or withdrawal.

                           Article VIII. Miscellaneous

                  8.1      Gender and Number. Whenever any words are used herein
         in the masculine, feminine or neuter gender, they shall be construed as
         though they were also used in another gender in all cases where such
         would apply, and whenever any words are used herein in the singular or
         plural form, they shall be construed as though they were also used in
         another form in all cases where they would so apply.

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<PAGE>

                  8.2      Action by the Company. Whenever the Company under the
         terms of this Plan is permitted or required to do or perform any act or
         thing, it shall be done and performed by an officer or committee duly
         authorized by the Board of Directors of the Company.

                  8.3      Headings. The headings and subheadings of this Plan
         have been inserted for convenience of reference only and shall not be
         used in the construction of any of the provisions hereof.

                  8.4      Uniformity and Non Discrimination. All provisions of
         this Plan shall be interpreted and applied in a uniform
         nondiscriminatory manner.

                  8.5 Governing Law. To the extent that state law has not been
         preempted by the provisions of ERISA or any other laws of the United
         States heretofore or hereafter enacted, this Plan shall be construed
         under the laws of the State of Connecticut.

                  8.6      Employment Rights. Nothing in this Plan shall confer
         any right upon any Employee to be retained in the service of the
         Company or any of its affiliates.

                  8.7      Incompetency. In the event that the Plan
         Administrator determines that a Participant is unable to care for his
         affairs because of illness or accident or any other reason, any amounts
         payable under this Plan may, unless claim shall have been made therefor
         by a duly appointed guardian, conservator, committee or other legal
         representative, be paid by the Plan Administrator to the spouse, child,
         parent or other blood relative or to any other person deemed by the
         Plan Administrator to have incurred expenses for such Participant, and
         such payment so made shall be a complete discharge of the liabilities
         of the Plan therefor.

         IN WITNESS WHEREOF, Arch Chemicals, Inc. has caused this Plan to be
executed by its duly authorized officer as of October 23, 2003.

                                    ARCH CHEMICALS, INC.

                                    By:_________________________________________
                                       Its Vice President of Human Resources

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