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                                                                    Exhibit 10.5


          1996 LONG TERM INCENTIVE PLAN OF PRIMEX TECHNOLOGIES, INC.


Section 1. Purpose
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The purposes of the 1996 Long Term Incentive Plan of Primex Technologies, Inc.
(the "Plan") are to encourage selected salaried employees of Primex
Technologies, Inc. (together with any successor thereto, "Primex" or
"Corporation") and its Affiliates (as defined below) to acquire a proprietary
interest in Primex's growth and performance, to generate an increased incentive
to contribute to Primex's future success and to enhance the ability of Primex
and its Affiliates to attract and retain qualified individuals.

Section 2. Definitions
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As used in the Plan:

(a)  "Affiliate" means (i) any entity that, directly or through one or more
     intermediaries, is controlled by Primex and (ii) any entity in which Primex
     has a significant equity interest as determined by the Committee.

(b)  "Award" means any Option, Stock Appreciation Right, Restricted Stock,
     Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
     Stock-Based Award granted under the Plan.

(c)  "Award Agreement" means any written agreement or other instrument or
     document evidencing an Award granted under the Plan.  The terms of any plan
     or guideline adopted by the Board or the Committee and applicable to an
     Award shall be deemed incorporated in and a part of the related Award
     Agreement.

(d)  "Board" means the Board of Directors of Primex.

(e)  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

(f)  "Committee" means a committee of the Board designated by the Board to
     administer the Plan and composed of not fewer than two directors each of
     whom shall be a Non-Employee Director as defined by Rule 16b-3.

(g)  "Dividend Equivalent" means any right granted under Section 6(f)(iv) of the
     Plan.

(h)  "Fair Market Value" means, with respect to any property (including, without
     limitation, Shares or other securities), the fair market value of such
     property determined by such methods or procedures as shall be established
     from time to time by the Committee.
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(i)  "Incentive Stock Option" means an option to purchase Shares granted under
     Section 6(a) of the Plan that is intended to meet the requirements of
     Section 422 of the Code or a successor provision thereto.

(j)  "Non-Qualified Stock Option" means an option to purchase Shares granted
     under Section 6(a) of the Plan that is not intended to be an Incentive
     Stock Option.

(k)  "Olin" means Olin Corporation, a Virginia corporation, and its successors.

(l)  "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

(m)  "Other Stock-Based Award" means any right granted under Section 6(e) of the
     Plan.

(n)  "Participant" means a Salaried Employee granted an Award under the Plan.

(o)  "Performance Award" means any right granted under Section 6(d) of the Plan.

(p)  "Person" means any individual, corporation, partnership, association,
     joint-stock company, trust, unincorporated organization, or government or
     political subdivision thereof.

(q)  "Released Securities" means securities that were Restricted Securities with
     respect to which all applicable restrictions imposed under the terms of the
     relevant Award have expired, lapsed or been waived or satisfied.

(r)  "Restricted Securities" means Awards of Restricted Stock or other Awards
     under which outstanding Shares are held subject to certain restrictions.

(s)  "Restricted Stock" means any Share granted under Section 6(c) of the Plan.

(t)  "Restricted Stock Unit" means any right granted under Section 6(c) of the
     Plan that is denominated in Shares.

(u)  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
     Commission under the Securities Exchange Act of 1934, as amended, or any
     successor rule.

(v)  "Salaried Employee" means any salaried employee of Primex or of an
     Affiliate.

(w)  "Shares" means the Common Stock of Primex and such other securities or
     property as may become the subject of Awards pursuant to an adjustment made
     under Section 4(b) of the Plan.

(x)  "Stock Appreciation Right" means any right granted under Section 6(b) of
     the Plan.

Section 3.  Administration
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The Plan shall be administered by the Committee which shall have full power and
authority to:  (i) designate Participants; (ii) determine the Awards to be
granted to Participants; (iii)

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determine the number of Shares (or securities convertible into Shares) to be
covered by Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards, or other
property, or canceled, substituted, forfeited or suspended, and the method or
methods by which Awards may be settled, exercised, canceled, substituted,
forfeited or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the Participant or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend or waive
such rules and guidelines and appoint such agents as it shall deem appropriate
for the administration of the Plan; and (ix) make any other determination and
take any other action that it deems necessary or desirable for such
administration. All designations, determinations, interpretations and other
decisions with respect to the Plan or any Award shall be within the sole
discretion of the Committee and shall be final, conclusive and binding upon all
Persons, including Primex, any Affiliate, any Participants, any holder or
beneficiary of any Award, any shareholder and any employee of Primex or of any
Affiliate. All powers and responsibilities of the Committee provided in the Plan
may also be exercised by the Board at any time.

Section 4.  Shares Available for Awards
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(a)  Shares Available.  Subject to adjustment as provided in Section 4(b) of the
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     Plan:

     (i)  The aggregate number of Shares available for granting Awards under the
          Plan shall be  700,000.  If an Award is denominated in or relates to a
          security of Primex convertible into its Common Stock, the number of
          shares of Common Stock into which such security shall be convertible
          (calculated as of the date of grant of the Award, subject to
          adjustment as provided in Section 4(b) hereof or under the terms of
          such security) shall be deemed denominated in Shares and counted
          against the aggregate number of Shares available for the granting of
          Awards under the Plan.  If, after the effective date of the Plan,
          Shares subject to an Award granted under the Plan (other than
          Restricted Securities) are forfeited, or the Award otherwise
          terminates without the delivery of Shares or of other consideration,
          then the Shares subject to such Award or the number of Shares
          otherwise counted against the aggregate number of Shares available
          under the Plan with respect to such Award, to the extent of such
          forfeiture or termination, shall again be available for granting
          Awards under the Plan."  Any Award (other than a Dividend Equivalent)
          denominated in Shares shall be counted against the aggregate number of
          Shares available for granting Awards under the Plan even though the
          Award is ultimately paid in cash, provided that, notwithstanding the
          foregoing, (i) Stock Appreciation Rights payable solely in cash shall
          not be deemed to be an Award denominated in shares and (ii) an Award
          shall not be deemed denominated in Shares if the dollar amount of the
          Award is fixed at the time of grant by reference to the market value
          of Shares or otherwise.

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(ii)  For purposes of this Section 4:

            (A)  If an Award (other than a Dividend Equivalent) is denominated
                 in Shares, the number of Shares covered by such Award, or to
                 which such Award relates, shall be counted on the date of grant
                 of such Award against the aggregate number of Shares available
                 for granting Awards under the Plan; and

            (B)  Dividend Equivalents paid in Shares and Awards not denominated
                 in Shares but paid in Shares shall be counted against the
                 aggregate number of Shares available for granting Awards under
                 the Plan in such amount and at such time as the Committee shall
                 determine under procedures adopted by the Committee consistent
                 with the purposes of the Plan;

     provided, however, that Awards that operate in tandem with, or that are
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     substituted for, other Awards may be counted or not counted under
     procedures adopted by the Committee in order to avoid double counting.  Any
     Shares that are delivered by Primex, and any Awards that are granted by, or
     become obligations of, Primex, through the assumption by Primex or an
     Affiliate of, or in substitution for, outstanding awards previously granted
     by an acquired company shall not, except in the case of Awards granted to
     Salaried Employees who are officers or directors of Primex for purposes of
     Section 16 of the Securities Exchange Act of 1934, as amended, be counted
     against the Shares available for granting Awards under the Plan.

(b)  Adjustments.  In the event that the Committee determines that any dividend
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     or other distribution, recapitalization, stock split, reverse stock split,
     reorganization, merger, consolidation, split-up, spin-off, combination,
     repurchase or exchange of Shares or other securities of Primex, issuance of
     warrants or other rights to purchase Shares or other securities of Primex,
     or other similar corporate transaction or event affects the Shares such
     that an adjustment is determined by the Committee to be appropriate in
     order to prevent dilution or enlargement of the benefits intended to be
     made available under the Plan, then the Committee shall, in such manner as
     it may deem equitable, adjust any or all of (i) the number and type of
     Shares (or other securities or property) which thereafter may be made the
     subject of Awards, including the limitation contained in Section 4(c), (ii)
     the number and type of Shares (or other securities or property) subject to
     outstanding Awards, and (iii) the grant, purchase or exercise price with
     respect to any Award, or, if the Committee deems it appropriate, make
     provision for a cash payment to the holder of an outstanding Award;
     provided, however, that with respect to Awards of Incentive Stock Options,
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     no such adjustment shall be authorized to the extent that such authority
     would cause the Plan to violate Section 422 of the Code or any successor
     provision thereto.  Notwithstanding the foregoing, a Participant to whom
     Dividend Equivalents or dividend units have been awarded shall not be
     entitled to receive a special or extraordinary dividend or distribution
     unless the Committee shall have expressly authorized such receipt.

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(c)  Notwithstanding anything contained in this Plan to the contrary, grants to
     any one Participant of Awards which represent or are designated in Shares
     shall not exceed 70,000 Shares in any calendar year.

Section 5.  Eligibility
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Any Salaried Employee, including any officer or employee-director of Primex or
an Affiliate, who is not a member of the Committee shall be eligible to be
designated a Participant.

Section 6. Awards
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(a)  Options.  The Committee is authorized to grant Options to Participants with
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     the following terms and conditions and with such additional terms and
     conditions, not inconsistent with the provisions of the Plan, as the
     Committee shall determine:

           (i)   Exercise Price.  The purchase price per Share purchasable under
                 an Option shall be determined by the Committee; provided,
                                                                 --------
                 however, that such purchase price shall not be less than the
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                 Fair Market Value of a Share on the date of grant of such
                 Option.

          (ii)   Option Term. The term of each Option shall be fixed by the
                 Committee, provided that in no event shall the term of an
                 Option exceed a period of ten years from the date of its grant.

          (iii)  Exercise. The Committee shall determine the time or times at
                 which an Option may be exercised in whole or in part (but in no
                 event shall an Option be exercisable before the expiration of
                 six months from the date of its grant, subject to Section 9
                 thereof, or after the expiration of ten years from the date of
                 its grant), and the method or methods by which, and the form or
                 forms (including, without limitation, cash, Shares, other
                 Awards or other property, or any combination thereof, having a
                 Fair Market Value on the exercise date equal to the relevant
                 exercise price) in which, payment of the exercise price with
                 respect thereto may be made.

          (iv)   Incentive Stock Options. The terms of any Incentive Stock
                 Option granted under the Plan shall comply in all respects with
                 the provisions of Section 422 of the Code, or any successor
                 provision thereto, and any regulations promulgated thereunder.
                 Without limiting the preceding sentence, the aggregate Fair
                 Market Value (determined at the time an option is granted) of
                 Shares with respect to which Incentive Stock Options are
                 exercisable for the first time by a Participant during any
                 calendar year (under the Plan and any other plan of the
                 Participant's employer corporation and its parent and
                 subsidiary corporations providing for Options) shall not exceed
                 such dollar limitation as shall be applicable to Incentive
                 Stock Options under Section 422 of the Code or a successor
                 provision.

     (b)  Stock Appreciation Rights.  The Committee is authorized to grant Stock
          -------------------------
          Appreciation Rights to Participants which may but need not relate to a
          specific Option granted under

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          Section 6(a). Subject to the terms of the Plan and any applicable
          Award Agreement, each Stock Appreciation Right granted under the Plan
          shall confer on the holder thereof a right to receive, upon exercise
          thereof, up to the excess of (i) the Fair Market Value of one Share on
          the date of exercise over (ii) the exercise price of the right as
          specified by the Committee, which shall not be less than the Fair
          Market Value of one Share on the date of grant of the Stock
          Appreciation Right. Subject to the terms of the Plan and any
          applicable Award Agreement, the exercise price, term, methods of
          exercise, methods of payment or settlement and any other terms and
          conditions of any Stock Appreciation Right shall be as determined by
          the Committee, except that Stock Appreciation Rights related to
          Incentive Stock Options shall have the same terms and conditions as
          such Options, and in no event shall the term of a Stock Appreciation
          Right exceed a period of ten years from the date of its grant. In the
          case of any Stock Appreciation Right related to an Option, the Stock
          Appreciation Right or applicable portion thereof shall terminate and
          no longer be exercisable upon the termination or exercise of the
          related Option, except that a Stock Appreciation Right granted with
          respect to less than the full number of Shares covered by a related
          Option shall not be reduced until the exercise or termination of the
          related Option exceeds the number of shares not covered by the Stock
          Appreciation Right and then only to the extent of the excess. Any
          Option related to a Stock Appreciation Right shall no longer be
          exercisable to the extent the related Stock Appreciation Right has
          been exercised.

     (c)  Restricted Stock and Restricted Stock Units.
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            (i)   Issuance. The Committee is authorized to grant Awards of
                  Restricted Stock and Restricted Stock Units to Participants.

            (ii)  Restrictions. Shares of Restricted Stock and Restricted Stock
                  Units shall be subject to such restrictions as the Committee
                  may impose (including, without limitation, any limitation on
                  the right to vote a Share of Restricted Stock or the right to
                  receive any dividend or other right or property), which
                  restrictions may lapse separately or in combination at such
                  time or times, in such installments or otherwise, as the
                  Committee may deem appropriate, provided that in order for a
                  participant to vest in Awards of Restricted Stock or
                  Restricted Stock Units, the participant must remain in the
                  employ of Primex or an Affiliate for a period of not less than
                  six months commencing on the date of grant of the Award,
                  subject to Section 9 hereof and subject to relief for
                  specified reasons as may be approved by the Committee.

            (iii) Registration. Any Restricted Stock granted under the Plan may
                  be evidenced in such manner as the Committee may deem
                  appropriate, including, without limitation, book-entry
                  registration or issuance of a stock certificate or
                  certificates. In the event any stock certificate is issued in
                  respect of Shares of Restricted Stock granted under the Plan,
                  such certificate shall be registered in the name of the
                  Participant and when delivered to the Participant shall bear
                  an appropriate legend referring to the terms, conditions and
                  restrictions applicable to such Restricted Stock.

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     (iv)   Forfeiture. Except as otherwise determined by the Committee, upon
            termination of employment for any reason during the applicable
            restriction period, all Shares of Restricted Stock and all
            Restricted Stock Units still subject to restriction shall be
            forfeited and reacquired by Primex; provided, however, that the
            Committee may, in its sole discretion, waive in whole or in part any
            or all remaining restrictions with respect to Shares of Restricted
            Stock or Restricted Stock Units. Unrestricted Shares, evidenced in
            such manner as the Committee shall deem appropriate, shall be
            delivered to the holder of Restricted Stock promptly after such
            Restricted Stock shall become Released Securities.

(d)  Performance Awards.  The Committee is authorized to grant Performance
     ------------------
     Awards to Participants.  Subject to the terms of the Plan and any
     applicable Award Agreement, a Performance Award granted under the Plan (i)
     may be denominated or payable in cash, Shares (including, without
     limitation, Restricted Stock), other securities, other Awards or other
     property and (ii) shall confer on the holder thereof rights valued as
     determined by the Committee and payable to, or exercisable by, the holder
     of the Performance Award, in whole or in part, upon the achievement of such
     performance goals during such performance periods as the Committee shall
     establish.  Subject to the terms of the Plan and any applicable Award
     Agreement, the performance goals to be achieved during any performance
     period, the length of any performance period, the amount of any Performance
     Award granted, and the amount of any payment or transfer to be made
     pursuant to any Performance Award shall be determined by the Committee,
     provided that a performance period shall be at least six months, subject to
     Section 9 thereof.

(e)  Other Stock-Based Awards.  The Committee is authorized to grant to
     ------------------------
     Participants such other awards denominated or payable in, valued in whole
     or in part by reference to, or otherwise based on or related to, Shares
     (including, without limitation, phantom Shares, securities convertible into
     Shares and dividend units), as are deemed by the Committee to be consistent
     with the purposes of the Plan, provided that such grants shall comply with
     Rule 16b-3 to the extent applicable and applicable law.  Subject to the
     terms of the Plan and any applicable Award Agreement, the Committee shall
     determine the terms and conditions of such Awards. Shares or other
     securities delivered pursuant to a purchase, exchange or conversion right
     granted under this Section 6(e) shall be issued for such consideration,
     which may be paid by such method or methods and in such form or forms,
     including, without limitation, cash, Shares, other securities, other
     Awards, or other property, or any combination thereof, as the Committee
     shall determine, the value of which consideration, as established by the
     Committee, shall not be less than the Fair Market Value of such Shares or
     other securities as of the date such purchase, exchange or conversion right
     is granted.

     Other Stock-based Award Agreements shall contain provisions dealing with
     the disposition of such Award in the event of termination of the
     Participant's employment prior to exercise, realization or payment of the
     Award.

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(f)  General.
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        (i)    No Cash Consideration for Awards. Participants shall not be
               required to make any cash payment for the granting of an Award
               except for such minimum consideration as may be required by
               applicable law.

        (ii)   Awards May Be Granted Separately or Together. Awards may be
               granted either alone or in addition to, in tandem with, or in
               substitution for any other Award or any award or benefit granted
               under any other plan or arrangement of Primex or any Affiliate,
               or as payment for or to assure payment of an award or benefit
               granted under any such other such plan or arrangement, provided
               that the purchase or exercise price under an Award encompassing
               the right to purchase Shares shall not be reduced by the
               cancellation of such Award and the substitution of another Award.
               Awards so granted may be granted either at the same time as or at
               a different time from the grant of such other Awards or awards or
               benefits.

        (iii)  Forms of Payment Under Awards. Subject to the terms of the Plan
               and of any applicable Award Agreement, payments to be made by
               Primex or an Affiliate upon the grant, exercise, or payment of an
               Award may be made in such form or forms as the Committee shall
               determine, including, without limitation, cash, Shares, other
               securities, other Awards, or other property or any combination
               thereof, and may be made in a single payment or transfer, in
               installments, or on a deferred basis, in each case in accordance
               with rules and procedures established by the Committee.

        (iv)   Dividend Equivalents or Interest. Subject to the terms of the
               Plan and any applicable Award Agreement, a Participant, including
               the recipient of a deferred Award, shall, if so determined by the
               Committee, be entitled to receive, currently or on a deferred
               basis, interest or dividends or interest or dividend equivalents,
               with respect to the Shares covered by the Award. The Committee
               may provide that any such amounts shall be deemed to have been
               reinvested in additional Shares or otherwise reinvested.
               Notwithstanding the award of Dividend Equivalents or dividend
               units, a Participant shall not be entitled to receive a special
               or extraordinary dividend or distribution unless the Committee
               shall have expressly authorized such receipt.

        (v)    Limits on Transfer of Awards. No Award (other than Released
               Securities) or right thereunder shall be assignable or
               transferable by a Participant, other than (unless limited in the
               Award Agreement) by will or the laws of descent and distribution
               (or, in the case of an Award of Restricted Securities, to
               Primex), except that an Option may be transferred by gift to any
               member of the holder's immediate family or to a trust for the
               benefit of one or more of such immediate family members, if
               expressly permitted in the applicable Award Agreement; provided,
               however, that, if so determined by the Committee, a Participant
               may, in the manner established by the Committee, designate a
               beneficiary or beneficiaries with respect to any Award to
               exercise the rights of the Participant,

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               and to receive any property distributable, upon the death of the
               Participant. Each Award, and each right under any Award, shall be
               exercisable, during the Participant's lifetime, only by the
               Participant or, if permissible under applicable law by the
               Participant's guardian or legal representative unless it is an
               Option and has been transferred as permitted hereby to a member
               of the Participant's immediate family or to a trust for the
               benefit of one or more of such immediate family members, in which
               case it shall be exercisable only by such transferee. For the
               purposes of this provision, a Participant's "immediate family"
               shall mean the Participant's spouse, children and grandchildren.
               No Award (other than Released Securities), and no right under any
               such Award, may be pledged, attached or otherwise encumbered
               other than in favor of Primex, and any purported pledge,
               attachment, or encumbrance thereof other than in favor of Primex
               shall be void and unenforceable against Primex or any Affiliate.

        (vi)   Term of Awards.  Except as otherwise expressly provided in the
               Plan, the term of each Award shall be for such period as may be
               determined by the Committee.

        (vii)  No Rights to Awards. No Salaried Employee, Participant or other
               Person shall have any claim to be granted an Award, and there is
               no obligation for uniformity of treatment of Salaried Employees,
               Participants or holders or beneficiaries of Awards under the
               Plan. The terms and conditions of Awards need not be the same
               with respect to each recipient. The prospective recipient of any
               Award under the Plan shall not, with respect to such Award, be
               deemed to have become a Participant, or to have any rights with
               respect to such Award, until and unless such recipient shall have
               executed an agreement or other instrument accepting the Award and
               delivered a fully executed copy thereof to the Company, and
               otherwise complied with the then applicable terms and conditions.

        (viii) Delegation. Notwithstanding any provision of the Plan to the
               contrary, the Committee may delegate to one or more officers or
               managers of Primex or any Affiliate, or a committee of such
               officers or managers, the authority, subject to such terms and
               limitations as the Committee shall determine, to grant Awards to,
               or to cancel, modify, waive rights or conditions with respect to,
               alter, discontinue, suspend, or terminate Awards held by,
               Salaried Employees who are not officers or directors of Primex
               for purposes of Section 16 of the Securities Exchange Act of
               1934, as amended.

        (ix)   Withholding. Primex or any Affiliate may withhold from any Award
               granted or any payment due or transfer made under any Award or
               under the Plan the amount (in cash, Shares, other securities,
               other Awards, or other property) of withholding taxes due in
               respect of an Award, its exercise or any payment under such Award
               or under the Plan, and take such other action as may be necessary
               in the opinion of Primex or Affiliate to satisfy all obligations
               for the payment of such taxes.

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        (x)    Other Compensation Arrangements. Nothing contained in the Plan
               shall prevent Primex or any Affiliate from adopting or continuing
               in effect other or additional compensation arrangements, and such
               arrangements may be either generally applicable or applicable
               only in specific cases.

        (xi)   No Right to Employment. The grant of an Award shall not be
               construed as giving a Participant the right to be retained in the
               employ of Primex or any Affiliate. Nothing in the Plan or any
               Award Agreement shall limit the right of Primex or an Affiliate
               at any time to dismiss a Participant from employment, free from
               any liability or any claim under the Plan or the Award Agreement.

        (xii)  Governing Law. The validity, construction and effect of the Plan
               and any rules and regulations relating to the Plan shall be
               determined in accordance with the laws of the State of Florida
               and applicable Federal law.

        (xiii) Severability. If any provision of the Plan or any Award is
               determined to be invalid, illegal or unenforceable in any
               jurisdiction, or as to any Person or Award, or would disqualify
               the Plan or any Award under any law deemed applicable by the
               Committee, such provision shall be construed or deemed amended to
               conform to applicable laws, or, if it cannot be so construed or
               deemed amended without, in the determination of the Committee,
               materially altering the intent of the Plan or the Award, such
               provision shall be stricken as to such jurisdiction, Person or
               Award, and the remainder of the Plan and any such Award shall
               remain in full force and effect.

        (xiv)  No Trust or Fund Created. Neither the Plan nor any Award shall
               create or be construed to create a trust or separate fund of any
               kind or a fiduciary relationship between Primex or any Affiliate
               and a Participant or any other Person. To the extent that any
               Person acquires a right to receive payments from Primex or any
               Affiliate pursuant to an Award, such right shall be no greater
               than the right of any unsecured general creditor of Primex or any
               Affiliate.

        (xv)   No Fractional Shares. No fractional Shares shall be issued or
               delivered pursuant to the Plan or any Award, and the Committee
               shall determine whether cash, other securities or other property
               shall be paid or transferred in lieu of any fractional Shares, or
               whether such fractional Shares or any rights thereto shall be
               canceled, terminated or otherwise eliminated.

        (xvi)  Share Certificates. All certificates for Shares or other
               securities delivered under the Plan pursuant to any Award or the
               exercise thereof shall be subject to such stop transfer orders
               and other restrictions as the Committee may deem advisable under
               the Plan or the rules, regulations and other requirements of the
               Securities and Exchange Commission, any stock exchange upon which
               such Shares or other securities are then listed, and any
               applicable Federal or state securities laws, and the Committee
               may cause a legend or legends to be put on any such certificates
               to make appropriate reference to such restrictions.

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        (xvii)   Conflict with Plan. In the event of any inconsistency or
                 conflict between the terms of the Plan and an Award Agreement,
                 the terms of the Plan shall govern.

        (xviii)  Notwithstanding any provision in this Plan to the contrary,
                 Awards granted under Sections 6(c), 6(d) or 6(e) and designated
                 by the Committee as being performance-based shall have as
                 performance measures any one of or any combination of any of
                 the following measures: Economic Value Added, Return on Equity
                 and Total Return to Shareholders. For purposes of the Plan,
                 "Economic Value Added" shall mean Primex's consolidated sales
                 less its operating costs (including tax) less a capital charge
                 based on Primex's cost of capital assets employed in its
                 business, "Return on Equity" shall mean consolidated income of
                 Primex after taxes and before the after-tax effect of any
                 special charge or gain and any cumulative effect of any change
                 in accounting, divided by average shareholders equity and
                 "Total Return to Shareholders" shall mean for the performance
                 period total return to shareholders of $100 worth of Shares for
                 such period assuming reinvestment of dividends on a quarterly
                 basis. The Committee shall determine the performance goals for
                 each such performance measure with respect to each such Award.

        (xix)    Death or Disability. In the event of the death or disability of
                 the holder of an Award while the holder is employed by Primex
                 or an Affiliate, [or, if holder is retired (at or after
                 attainment of age 55 with 10 years of service with the
                 Corporation or an Affiliate, including prior service with Olin
                 Corporation),] any outstanding Award will continue to be vested
                 and exercisable under the terms of the Plan. For purposes of
                 this Plan, a holder of an Award shall be considered disabled if
                 he is qualified under the Long-Term Disability Plan of Primex
                 Technologies, Inc.

Section 7.  Amendment and Termination
            -------------------------

(a)  Amendments to the Plan.  The Board may amend, suspend, discontinue or
     ----------------------
     terminate the Plan, including, without limitation, any amendment,
     suspension, discontinuation or termination that would impair the rights of
     any Participant, or any other holder or beneficiary of any Award
     theretofore granted, without the consent of any shareholder, Participant,
     other holder or beneficiary of an Award, or other Person; provided,
                                                               --------
     however, that, notwithstanding any other provision of the Plan or any Award
     -------
     Agreement, without the approval of the shareholders of Primex, no such
     amendment, suspension, discontinuation or termination shall be made that
     would permit any Award encompassing rights to purchase Shares to be granted
     with per Share purchase or exercise prices of less than the Fair Market
     Value of a Share on the date of grant thereof (except for any adjustment
     permitted by Section 4(b)); provided further that no amendment, suspension,
                                 -------- -------
     discontinuation or termination (i) that would impair the rights of such
     Participant, holder or beneficiary shall be made with respect to Section 9
     of the Plan after a Change in Control, as defined therein and (ii) may
     increase the amount of payment of any Award to any Participant.

                                       11
<PAGE>

(b)  Amendments to Awards.  The Committee may waive any conditions or rights
     --------------------
     with respect to, or amend, alter, suspend, discontinue, or terminate, any
     unexercised Award theretofore granted, prospectively or retroactively,
     without the consent of any relevant Participant or holder or beneficiary of
     an Award, provided that no amendment, alteration, suspension,
               --------
     discontinuation or termination of an Award that would impair the rights of
     such Participant, holder or beneficiary shall be made after a Change in
     Control, as defined in Section 9; provided further that the Committee may
     not increase the payment of any Award granted any Participant.

(c)  Adjustments of Awards Upon Certain Acquisitions.  In the event Primex or
     -----------------------------------------------
     any Affiliate shall assume outstanding employee awards or the right or
     obligation to make future such awards in connection with the acquisition of
     another business or another company, the Committee may make such
     adjustments, not inconsistent with the terms of the Plan, in the terms of
     Awards as it shall deem appropriate.

d)   Adjustments of Awards Upon the Occurrence of Certain Unusual or
     ---------------------------------------------------------------
     Nonrecurring Events.  The Committee may make adjustments in the terms and
     -------------------
     conditions of Awards in recognition of unusual or nonrecurring events
     (including, without limitation, the events described in Section 4(b)
     hereof) affecting Primex, any Affiliate, or the financial statements of
     Primex or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that statements of
     Primex or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that such
     adjustments are appropriate in order to prevent dilution or enlargement of
     the benefits to be made available under the Plan.

Section 8.  Additional Conditions to Enjoyment of Awards.
            --------------------------------------------

(a)  The Committee may cancel any unexpired, unpaid or deferred Awards if at any
     time the Participant is not in compliance with all applicable provisions of
     the Award Agreement, the Plan and the following conditions:

        (i) A Participant shall not render services for any organization or
            engage, directly or indirectly, in any business which, in the
            judgment of the Committee or, if delegated by the Committee to the
            Chief Executive Officer, in the judgment of such Officer, is or
            becomes competitive with Primex or any Affiliate, or which is or
            becomes otherwise prejudicial to or in conflict with the interests
            of Primex or any Affiliate. Such judgment shall be based on the
            Participant's positions and responsibilities while employed by
            Primex or an Affiliate, the Participant's post-employment
            responsibilities and position with the other organization or
            business, the extent of past, current and potential competition or
            conflict between Primex or an Affiliate and the other organization
            or business, the effect on customers, suppliers and competitors of
            the Participant's assuming the post-employment position, the
            guidelines established in the then current edition of Primex's Code
            of Business Conduct, and such other considerations as are deemed
            relevant given the applicable facts and circumstances. The
            Participant shall be free, however, to purchase as an investment or
            otherwise, stock or other securities of such organization or
            business so long as they are listed upon

                                       12
<PAGE>

           a recognized securities exchange or traded over the counter, and such
           investment does not represent a substantial investment to the
           Participant or a greater than 1% equity interest in the organization
           or business.

     (ii)  Participant shall not, without prior written authorization from
           Primex, disclose to anyone outside Primex, or use in other than
           Primex's business, any secret or confidential information, knowledge
           or data, relating to the business of Primex or an Affiliate in
           violation of his or her agreement with Primex or the Affiliate.

     (iii) A Participant, pursuant to his or her agreement with Primex or an
           Affiliate, shall disclose promptly and assign to Primex or the
           Affiliate all right, title and interest in any invention or idea,
           patentable or not, made or conceived by the Participant during
           employment by Primex or the Affiliate, relating in any manner to the
           actual or anticipated business, research or development work of
           Primex or the Affiliate and shall do anything reasonably necessary to
           enable Primex or the Affiliate to secure a patent where appropriate
           in the United States and in foreign countries.

(b) Notwithstanding any other provision of the Plan, the Committee in its sole
    discretion may cancel any Award at any time prior to the exercise thereof,
    if the employment of the Participant shall be terminated, other than by
    reason of death, unless the conditions in this Section 8 are met.

(c) Failure to comply with the conditions of this Section 8 prior to, or during
    the six months after, any exercise, payment or delivery pursuant to an Award
    shall cause the exercise, payment or delivery to be rescinded.  Primex shall
    notify the Participant in writing of any such rescission within two years
    after such exercise payment or delivery and within  ten days after receiving
    such notice, the Participant shall pay to Primex the amount of any gain
    realized or payment received as a result of the exercise, payment or
    delivery rescinded.  Such payment shall be made either in cash or by
    returning to Primex the number of Shares that the Participant received in
    connection with the rescinded exercise, payment or delivery.

(d) Upon exercise, payment or delivery pursuant to an Award, the Committee may
    require the Participant to certify on a form acceptable to the Committee,
    that he or she is in compliance with the terms and conditions of the Plan.

(e) Nothing herein shall be interpreted to limit the obligations of a
    Participant under his or her employee agreement or any other agreement with
    Primex.

Section 9.  Pooling.
            -------
With respect to the provisions that were amended on November 3, 1999, if (a) the
Board approves a merger or consolidation of Primex which is intended by the
Board to satisfy the accounting rules related to the pooling of interest method
of accounting (the "Pooling Rules") and (b) any provision of this Plan would
violate the Pooling Rules, then such provision shall be null and void ab initio.
In such event, Primex shall offer, in good faith, to the affected Participants,
a replacement provision of equivalent value which does not cause such a

                                       13
<PAGE>

violation, provided, and to the extent, that Primex's outside auditors determine
that any such replacement provision is permissible without violating the Pooling
Rules.

Section 10.  Change in Control
             -----------------

(a) Except as the Board or the Committee may expressly provide otherwise prior
    to a Change in Control of Primex (as defined below) and subject to the
    provisions of Section 6(f)(ix) hereof, in the event of a Change in Control
    of Primex:

        (i)    all Options and Stock Appreciation Rights then outstanding shall
               become immediately and fully exercisable, notwithstanding any
               provision therein for the exercise in installments;

        (ii)   unless a Stock Appreciation Right shall have already been granted
               with respect to an outstanding Option, the Participant holding
               such Option shall be deemed also to hold a Stock Appreciation
               Right related to such Option, exercisable in accordance with and
               subject to the terms and conditions of Section 6(b) for the
               number of Shares exercisable under such Option after giving
               effect to such acceleration, which Stock Appreciation Right may,
               but need not be, evidenced by separate written agreement;

        (iii)  all restrictions and conditions of all Restricted Stock and
               Restricted Stock Units then outstanding shall be deemed satisfied
               as of the date of the Change in Control; and

        (iv)   all Performance Awards shall become vested, deemed earned in full
               and paid to the Participants immediately (or in any event as soon
               as administratively practicable) following the Change in Control,
               cash units in cash and phantom stock units in the Shares
               represented thereby or such other securities, property or cash as
               may be deliverable in respect of Shares as a result of a Change
               in Control, without regard to payment schedules and
               notwithstanding that the applicable performance cycle or
               retention cycle shall not have been completed.

(b) The term "Change in Control" shall mean the occurrence of any one of the
    following events:

        (i)    Primex ceases to be owned by at least 300 shareholders of record
               after December 31, 1996, or ceases, by action of Primex's Board
               of Directors, to be either listed on a national securities
               exchange or authorized for quotation on The Nasdaq Stock Market;

        (ii)   a person, partnership, joint venture, corporation or other
               entity, or two or more of any of the foregoing acting as a
               "person" within the meaning of Section 13(d)(3) of the Securities
               Exchange Act of 1934, as amended (the "Act), other than the
               Corporation, a majority-owned subsidiary of the Corporation, or
               an employee benefit plan (or related trust) of the Corporation,
               or such subsidiary, become(s) the "beneficial owner" (as defined
               in Rule 13(d)(3) under the Act) of 15% or more of the then
               outstanding voting stock of the Corporation;

                                       14
<PAGE>

        (iii)  during any period of two consecutive years after 1996,
               individuals who at the beginning of such period constitute
               Primex's Board of Directors (together with any new Director whose
               election by Primex's Board of Directors or whose nomination for
               election by Primex's shareholders, was approved by a vote of at
               least two-thirds of the Directors 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.

        (iv)   all or substantially all of the business or assets of Primex is
               disposed of pursuant to a merger, consolidation or other
               transaction, whether or not Primex is the surviving corporation,
               (unless in either case the shareholders of Primex immediately
               prior to such merger, consolidation, combination or other
               transaction beneficially own, directly or indirectly, more than
               50% of the aggregate voting stock or other ownership interests of
               (x) the entity or entities, if any, that succeed to the business
               of Primex or (y) the combined company);

        (v)    Primex's Board of Directors determines that a tender offer for
               Primex's shares indicates a serious intention by the offeror to
               acquire control of Primex; or

        (vi)   shareholder approval of a liquidation or dissolution of the
               Corporation.

Section 11.  Effective Date of the Plan
             --------------------------

The Plan shall be effective as of the date of its approval by the shareholder of
Primex.

Section 12.  Term of the Plan
             ----------------

No Award shall be granted under the Plan after December 1, 2006, but unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date.

                                       15
<PAGE>

                                  APPENDIX I

                                DESCRIPTION OF
                         RESTRICTED STOCK UNIT AWARDS
                               GRANTED UNDER THE
                       1996 LONG TERM INCENTIVE PLAN OF
                           PRIMEX TECHNOLOGIES, INC.


     The following will apply to restricted stock units granted effective
January 7, 1997, May 6, 1997, June 1, 1997, August 20, 1997 and May 5, 1998:

1.   Definitions

     As used herein:

     "Fair Market Value" means, with respect to a date, on a per share basis,
     the average of the high and the low price of a share of Common Stock
     reported on the consolidated transaction reporting system for NASDAQ issues
     on such date or if Common Stock is not traded on such day, such average
     price on the next preceding date on which it is traded.

     "Restricted Stock Unit" means one phantom share of Primex Common Stock
     granted pursuant to the Plan.

     "Vesting Period" means with respect to a Restricted Stock Unit, a time
     period beginning with the date on which such Restricted Stock Unit is
     granted and ending on January 4, 2002, provided that if the Committee
     determines that Total Return to Shareholders of Primex using the Fair
     Market Value of Primex Common Stock on January 7, 1997, as a base of $100
     is equal to or greater than $160 at the close of business on December 31,
     1999, then the Vesting Period shall end on January 4, 2000.

2.   Vesting and Payment

     (a)  Except as otherwise provided in the Plan, a Participant's interest in
          a Restricted Stock Unit will vest only at the end of the Vesting
          Period for such Restricted Stock Unit.

     (b)  Each vested Restricted Stock Unit will be payable to a Participant by
          delivery of one share of Primex Common Stock following the end of the
          applicable Vesting Period, except as otherwise provided herein.

     (c)  Each outstanding Restricted Stock Unit shall accrue amounts equivalent
          to the cash dividends payable on a share of Primex Common Stock
          ("dividend equivalents").  Such dividend equivalents will be paid to a
          Participant only if

                                       16
<PAGE>

          the Restricted Stock Unit on which such dividend equivalents were
          accrued vests. Dividend equivalents accrue interest at an annual rate
          equal to Primex's before-tax cost of borrowing as determined from time
          to time by Primex's Chief Financial Officer or Treasurer or the
          Committee, compounded quarterly. To the extent a Restricted Stock Unit
          does not vest or is otherwise forfeited, the accrued and unpaid
          dividend equivalents thereon (and any interest on such dividend
          equivalents) shall not vest and shall be forfeited.

     (d)  The total amount of Restricted Stock Units (and dividend equivalents
          and related interest) vested in a Participant at the end of each
          applicable Vesting Period will be paid within 60 days following such
          Vesting Period, except as specifically otherwise provided in the Plan
          or herein.

     (e)  If Restricted Stock Units are to be paid in cash, the Primex Common
          Stock will be valued at the average of the high and low sales prices
          thereof as reported on the NASDAQ National Market System on the fifth
          business day before such cash payment is due (or if Primex Common
          Stock is not traded on such day, the first preceding day on which such
          stock is traded).

     (f)  Restricted Stock Units will carry no voting rights nor, except as
          provided herein, be entitled to receive any dividends or other rights
          enjoyed by shareholders.

3.   Termination of Employment

     (a)  With certain exceptions, as the Committee may determine, a
          Participant's unvested Restricted Stock Units will be forfeited if his
          or her employment terminates before the end of the applicable Vesting
          Period.

4.  Change in Control

     (a)  Upon a Change in Control, an amount equal to the then fair market
          value of shares of Primex Common Stock equal to the number of
          Restricted Stock Units otherwise not vested will be paid either in
          cash or in Primex Common Stock, as the Participant elects.  Such
          distribution will be made immediately (or in any event as soon as
          administratively practicable) following the Change in Control.

5.  Tax Withholding

        (a) Taxes will be withheld from payouts of Restricted Stock Units and
            related cash.


     This description of Restricted Stock Units is qualified in its entirety by
reference to the Plan.

                                       17
<PAGE>

                                 APPENDIX I(a)

                                DESCRIPTION OF
                         RESTRICTED STOCK UNIT AWARDS
                               GRANTED UNDER THE
                       1996 LONG TERM INCENTIVE PLAN OF
                           PRIMEX TECHNOLOGIES, INC.


     The following will apply to restricted stock units granted after January 1,
     1999.

1.   Definitions

     As used herein:

     "Fair Market Value" means, with respect to a date, on a per share basis,
     the average of the high and the low price of a share of Common Stock
     reported on the consolidated transaction reporting system for NASDAQ issues
     on such date or if Common Stock is not traded on such day, such average
     price on the next preceding date on which it is traded.

     "Restricted Stock Unit" means one phantom share of Primex Common Stock
     granted pursuant to the Plan.

     "Vesting Period" means with respect to a Restricted Stock Unit a time
     period beginning with the date on which such Restricted Stock Unit is
     granted and ending on the date on which such Restricted Stock Unit is to
     vest as set forth in the Restricted Stock Unit certificate representing
     such unit grant and as the Compensation & Nominating Committee
     ("Committee") shall determine.

2.   Vesting and Payment

     (a)  Except as otherwise provided in the Plan, a Participant's interest in
          a Restricted Stock Unit will vest only at the end of the Vesting
          Period for such Restricted Stock Unit.

     (b)  Each vested Restricted Stock Unit will be payable to a Participant by
          delivery of one share of Primex Common Stock following the end of the
          Vesting Period, except as otherwise provided herein.

     (c)  Each outstanding Restricted Stock Unit shall accrue amounts equivalent
          to the cash dividends payable on a share of Primex Common Stock
          ("dividend equivalents").  Such dividend equivalents will be paid to a
          Participant only if the Restricted Stock Unit on which such dividend
          equivalents were accrued vests.  Dividend equivalents accrue interest
          at an annual rate equal to Primex's

                                       18
<PAGE>

          before-tax cost of borrowing as determined from time to time by
          Primex's Chief Financial Officer or Treasurer or the Committee,
          compounded quarterly. To the extent a Restricted Stock Unit does not
          vest or is otherwise forfeited, the accrued and unpaid dividend
          equivalents thereon (and any interest on such dividend equivalents)
          shall not vest and shall be forfeited.

     (d)  The total amount of Restricted Stock Units (and dividend equivalents
          and related interest) vested in a Participant at each applicable
          Vesting Period will be paid within 60 days following such Vesting
          Period, except as specifically otherwise provided in the Plan or
          herein.

     (e)  If Restricted Stock Units are to be paid in cash, the Primex Common
          Stock will be valued at the average of the high and low sales prices
          thereof as reported on the NASDAQ National Market System on the fifth
          business day before such cash payment is due (or if Primex Common
          Stock is not traded on such day, the first preceding day on which such
          stock is traded).

     (f)  Restricted Stock Units will carry no voting rights nor, except as
          provided herein, be entitled to receive any dividends or other rights
          enjoyed by shareholders.

3.   Termination of Employment

     (a)  With certain exceptions, as the Committee may determine, a
          Participant's unvested Restricted Stock Units will be forfeited if his
          or her employment terminates before the end of the applicable Vesting
          Period.

4.   Change in Control

     (a)  Upon a Change in Control, an amount equal to the then fair market
          value of shares of Primex Common Stock equal to the number of
          Restricted Stock Units otherwise not vested will be paid either in
          cash or in Primex Common Stock, as the Participant elects.  Such
          distribution will be made immediately (or in any event as soon as
          administratively practicable) following the Change in Control.

5.   Tax Withholding

      (a) Taxes will be withheld from payouts of Restricted Stock Units and
          related cash.


     This description of Restricted Stock Units is qualified in its entirety by
reference to the Plan.

                                       19
<PAGE>

                                  APPENDIX II
                                  -----------


                               STOCK OPTIONS AND
                           STOCK APPRECIATION RIGHTS
                           -------------------------


     The following terms will apply to Stock Options and Stock Appreciation
Rights granted pursuant to this Appendix II:

I.  Definitions
    -----------

A.  "Cause" means the commission of an act of dishonesty, gross incompetency or
intentional or willful misconduct, which act occurs in the course of an
optionee's performance of his duties as an employee.

     B.  "Exercise Price" means the Fair Market Value of a Share on the date of
grant.

     C.  "Fair Market Value" means, with respect to a date, on a per share
basis, the average of the high and the low sale price of a Share reported on the
consolidated transaction reporting system for Nasdaq issues on such date or if
Shares are not traded on such day, such average price on the next preceding date
on which it is traded.

     D.  "Incapacity" means any material physical, mental or other disability
rendering the optionee incapable of substantially performing his or her services
for his employer that is not cured within 180 days of the first occurrence of
such incapacity.

     E.  "Option Term" means ten years from the date of grant.

II.  Option Exercise
     ---------------

     The optionee may purchase from Primex the following aggregate number of
shares covered by the Option on and after each of the following dates during the
term of the Option:

            Date                                Number of Shares
            ----                                ----------------

1st anniversary of the grant date      33-1/3% of original grant of Options
2nd anniversary of the grant date      66-2/3% of original grant of Options
3rd anniversary of the grant date      100% of original grant of Options

     The Option, to the extent vested, shall be exercisable in whole at any time
or in part from time to time during the term of the Option, but not as to less
than 25 shares (or the shares then purchasable under the Option if less than 25
shares) at any one time.

     The exercise price shall either be tendered in cash (or check) or Shares or
a combination of cash (or check) or Shares. Shares surrendered as payment for
the exercise price shall be

                                       20
<PAGE>

valued at Fair Market Value on the date on which the certificates for such
Shares are surrendered to Primex.

      If at any time the optionee's employment with Primex or any Affiliate
shall be terminated (a) voluntarily by the optionee for any reason other than
death or Incapacity or (b) by Primex or any Affiliate for any reason other than
for Cause, the optionee shall have the right to exercise his or her Option to
the extent of the Shares with respect to which the Option could have been
exercised by the optionee as of the date of his or her termination of employment
in accordance with its terms but in no event beyond the earlier of (i) one year
after the date of termination of employment or (ii) the scheduled expiration of
such Option.

      If an optionee's employment with Primex or any of its Affiliates is
terminated due to retirement (at or after attaining age 55 with 10 years of
service with Primex or any Affiliate (including prior service with Olin
Corporation)), the optionee shall have the right to exercise his or her Option
to the extent of the Shares with respect to which the Option could have been
exercised by the optionee as of the date of his or her retirement in accordance
with its terms but in no event beyond the scheduled expiration of such Option.

      If the optionee's employment with the Company shall be terminated for
Cause, his or her Option (whether or not vested) shall terminate and expire
concurrently with such termination of employment and shall not thereafter be
exercisable to any extent.

      If an optionee's employment with Primex or any of its Affiliates is
terminated due to death or Incapacity, the Option shall (a) become fully vested
and (b) be exercisable by the optionee (or in the event of the optionee's death,
by his or her estate or by the person who acquired the right to exercise the
Option by bequest or inheritance) provided that the Option is exercised prior to
the scheduled expiration of such Option.

      If an optionee dies after his or her termination of employment during the
period in which his or her Option remains exercisable, the Option may be
exercised, to the extent the Option could have been exercised by the decedent
immediately prior to his death, by the Optionee's estate or by the person who
acquired the right to exercise the Option by bequest or inheritance at any time
within one year after the date of death, but in no event beyond the scheduled
expiration of such Option.

III.  Transferability of Options
      --------------------------

      All Options granted in accordance with this Appendix II shall be
transferable to the extent permitted in Section 6(f)(v) of the Plan.

                                       21
<PAGE>

IV.  Delegation
     ----------

     The Committee hereby authorizes the Chairman, Chief Financial Officer and
Vice President of Human Resources ("Management") to determine if the Awards
granted pursuant to this Appendix will be incentive Stock Options or
nonqualified Options for all recipients. With respect to any individual who is
not an officer or director of Primex subject to Section 16 of the Securities
Exchange Act of 1934, as amended, the Committee authorizes Management to
determine if a Stock Appreciation Right shall be granted in connection with any
Option or as a separate Award. Any Stock Appreciation Right shall be exercisable
in accordance with the terms included in Section II of this Appendix unless the
Committee (or Management, in the case of an individual who is not subject to
Section 16 of the Securities Exchange Act of 1934, as amended) decides
otherwise.

V.   Shares Available for Awards; Plan Terms
     ---------------------------------------

     In addition to the 700,000 shares which were available for awards under the
Plan prior to the effective date hereof, an additional 1,000,000 shares shall be
available for the grant of stock options pursuant to this Appendix II.

     Except as expressly provided in this Appendix II, all terms of the Plan
shall continue to be in full force and effect.

                                       22