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                                                                  Exhibit 10(q)

                     SENIOR EXECUTIVE RETENTION AGREEMENT

  Agreement between Olin Corporation, a Virginia corporation ("Olin"), and
     (the "Executive"), dated as of     , 1999.

  Olin and the Executive agree as follows:

  1. Definitions. As used in this Agreement:

    (a) "Brass" means the Brass division of Olin as operated on the date
  hereof with such modifications thereto as are made in the ordinary course
  of business.

    (b) "Cause" means the willful and continued failure of the Executive to
  substantially perform his duties; the willful engaging by the Executive in
  gross misconduct significantly and demonstrably financially injurious to
  the employer, or willful misconduct by the Executive in the course of his
  employment which is a felony or fraud. No act or failure to act on the part
  of the Executive will be considered "willful" unless done or omitted not in
  good faith and without reasonable belief that the action or omission was in
  the interests of the employer or not opposed to the interests of the
  employer.

    (c) "Chlor Alkali" means the Chlor Alkali Products division of Olin as
  operated on the date hereof with such modifications thereto as are made in
  the ordinary course of business.

    (d) "Compete" means that the Executive becomes an owner, employee,
  officer, director, partner or consultant of a business that competes with
  the business of Olin, or any division or subsidiary of Olin, by selling,
  offering to sell, or producing any product substantially similar to those
  then sold or produced by Olin or any such division or subsidiary; provided
  that the Executive shall not be deemed to Compete solely by virtue of
  ownership of less than one percent of the outstanding securities of a
  company whose stock is traded on a national securities exchange or by the
  National Association of Securities Dealers Automated Quotation System.

    (e) "Division Disposition" means:

      (i) Any direct or indirect sale or other disposition of all or
    substantially all of the business or assets of Chlor Alkali or Brass,
    or both, in one or more transactions, to any person, partnership, joint
    venture, corporation or other entity other than Olin, or a direct or
    indirect majority-owned subsidiary of Olin; or

      (ii) Any transaction by which Olin ceases to be the beneficial owner
    of a majority of the capital stock or other equity interests in any
    subsidiary corporation or other entity to which all or substantially
    all of the assets or business of Chlor Alkali or Brass or both have
    been transferred.

    (f) "Employment Term" means the period beginning on the date of this
  Agreement and ending on December 31, 2001.

    (g) "Good Reason" means that:

        (1) The employer reduces the Executive's total direct compensation
      ( i.e., the sum of base salary, the standard annual award under
      short-term annual incentive compensation plans or programs and
      standard awards under long-term incentive compensation plans or
      programs) from the levels in effect on the date of this Agreement
      other than a reduction due solely to the employer's financial
      performance provided such performance is a relevant criterion under
      such plan;

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        (2) The Executive's duties, position or reporting responsibilities
      are diminished, provided that a reduction in the scale of the
      Executive's duties solely as an effect of a Division Disposition or
      the reasonable addition of executive responsibilities as a result of
      realignment of duties shall not constitute Good Reason;

        (3) The employer fails to substantially maintain benefit plans as
      Olin's are in effect on the date of this Agreement, unless
      reasonably equivalent arrangements (embodied in an on-going
      substitute or alternative plan) have been made with respect to such
      plans; or

        (4) The employer requires the Executive to relocate the
      Executive's then office to an area which is not within reasonable
      commuting distance (i.e. no more than 50 miles one way), on a daily
      basis, from the Executive's then residence.

    (h) "Net After Tax Benefit" means the sum of (i) the total amounts
  payable to the Executive under this Agreement, plus (ii) all other payments
  and benefits which the Executive receives or is entitled to receive from
  Olin that would constitute a Parachute Payment, less (iii) the amount of
  federal income taxes payable with respect to the foregoing calculated at
  the maximum marginal income tax rate in effect for the year in which the
  foregoing shall be paid to the Executive, less (iv) the amount of excise
  taxes imposed with respect to the payments and benefits described in (i)
  and (ii) above by Section 4999 of the Internal Revenue Code of 1986, as
  amended.

    (i) "Parachute Payment" means any payment deemed to constitute a
  "parachute payment" as defined in Section 280G of the Internal Revenue Code
  of 1986, as amended.

    (j) "Retention Factor" means a number equal to the number of months
  remaining in the Employment Term at the time of a termination described in
  Section 4, rounded up to the nearest whole month.

    (k) "Retention Payment" means an amount equal to the Retention Factor,
  multiplied by the sum of: (i) the Executive's monthly salary in effect
  immediately prior to the termination; plus (ii) an amount equal to one-
  twelfth of the higher of (A) Executive's standard annual award under Olin's
  short-term annual incentive compensation plans or programs at the time of
  the termination, or (B) the Executive's average annual award actually paid
  under Olin's short-term annual incentive compensation plans or programs
  (including zero if nothing was paid or deferred, but including any portion
  the Executive elected to defer) for the three calendar years immediately
  preceding the termination referred to in Section 4.

    (l) "Tier 1 Executive Agreement" means the Executive Agreement, dated as
  of December 14, 1998, between Olin and the Executive, and any amendment to
  or substitution for such agreement.

  2. Previous Agreement. This Agreement is in addition to and is not intended
to replace or supersede the Tier 1 Executive Agreement, or any successor
agreement, and does not modify or amend the Tier 1 Executive Agreement.

  3. Term. This Agreement expires at the close of business on the earlier of
(i) December 31, 2001, or (ii) a Change in Control as defined in the Tier 1
Executive Agreement provided that if Executive accepts employment with Brass
or Chlor Alkali or a successor entity or one of their affiliates in connection
with a Division Disposition, the Agreement shall continue for a period of
three years after the date Executive begins such new employment. In the event
of the Executive's death while employed by Olin, this Agreement shall
terminate and be of no further force or effect on the date of his or her
death; provided that the Executive's death will not affect any of the
Executive's rights resulting from an event occurring prior to death.


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  4. Retention Payment and Related Benefits. In the event that (i) Olin
terminates the Executive's employment prior to the end of the Employment Term,
other than for Cause or Disability (as defined in the Tier 1 Executive
Agreement); or (ii) the Executive terminates his or her employment with Olin
for Good Reason after giving Olin at least three months' prior written notice:

    (a) Olin will pay the Executive an amount equal to the Retention Payment,
  in equal monthly installments for the remainder of the Employment Term,
  beginning on the first day of the month immediately following the month in
  which the termination occurs;

    (b) Executive will receive service credit under all Olin pension plans
  for which the Executive was eligible at the time of the termination (i.e.,
  under Olin's qualified pension plans to the extent permitted under then
  applicable law; otherwise such credit will be reflected in a supplementary
  payment from Olin under one or more supplementary non-qualified pension
  plans, to be due at the times and in the manner payments are due the
  Executive under such supplementary non-qualified plan(s)) for a number of
  months equal to the Retention Factor (such credit to be in addition to and
  to run consecutively after, rather than concurrently with, any credit under
  the Tier 1 Executive Agreement);

    (c) Executive (including covered dependents) will continue to enjoy
  coverage on the same basis as a similarly situated active employee under
  all Olin medical, dental and life insurance plans to the extent Executive
  was enjoying such coverage immediately prior to the termination, for a
  number of months equal to the Retention Factor, (such coverage to be in
  addition to, and to run consecutively after, rather than concurrently with,
  any coverage under the Tier 1 Executive Agreement) and the Executive's
  entitlement to insurance coverage under the Consolidated Omnibus Budget
  Reconciliation Act would commence at the end of such period, without
  offset;

    (d) All stock options and shares of restricted stock, or other stock-
  based compensation held by Executive immediately prior to the termination
  shall vest effective upon the termination, and the exercise period for all
  such options or other stock-based compensation shall be extended until the
  full term of the relevant award;

    (e) The balance (if any) in the Executive's "EVA Bonus Bank" at the time
  of termination shall be paid in full, or, if a pro rata EVA Plan payout is
  required under that Plan, then as soon as possible thereafter; and

    (f) Any vesting requirements under the Olin Supplemental Contributing
  Employee Ownership Plan shall be deemed satisfied in full.

    (g) Each monthly installment payable for the remainder of the Employment
  Term as provided under Section 4(a) shall be offset by amounts Executive
  received as cash compensation from another "regular job" in the immediately
  preceding month.

  5. Payments Upon Termination by a Division. In the event that, in connection
with a Division Disposition, the Executive accepts employment with, and
becomes employed by, the Division or a successor entity or one of their
affiliates, and within three (3) years thereafter, (a) such new employer
terminates the Executive's employment, other than for Cause or Disability (as
defined in the Tier 1 Executive Agreement); or (b) the Executive terminates
his or her employment with such new employer for Good Reason:

    (a) Olin will pay the Executive an amount equal to the product of: (i)
  the Retention Factor plus twelve, multiplied by (ii) the sum of (A) the
  Executive's monthly salary in effect at the time of the Division
  Disposition; plus (B) one-twelfth of the higher of (I) Executive's standard
  annual award under Olin's short-term annual incentive compensation plans or
  programs at the time of the Division Disposition, or (II) the Executive's
  average annual award actually paid under Olin's short-term annual incentive
  compensation plans or programs (including zero if nothing was paid or
  deferred, but including any portion the Executive elected to defer) for the
  three calendar years


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  immediately preceding the Division Disposition. Such payment shall be made
  in equal monthly installments during the remainder of the Employment Term,
  beginning on the first day of the month immediately following the month in
  which such termination occurs. Such payment shall be reduced by any
  severance, job transition or employment termination payments such Executive
  receives in cash from his or her new employer in connection with the
  termination, and by any cash payments Executive receives under paragraph
  4(f) of the Tier 1 Executive Agreement;

    (b) Executive will receive service credit under all Olin pension plans
  for which the Executive was eligible at the time of the Division
  Disposition (i.e., under Olin's qualified pension plans to the extent
  permitted under then applicable law; otherwise such credit will be
  reflected in a supplementary payment from Olin under one or more
  supplementary non-qualified pension plans, to be due at the times and in
  the manner payments are due the Executive under such supplementary non-
  qualified plan(s)), for a number of months equal to the Retention Factor
  plus twelve (net of any number of months of such credit, if any, that
  Executive receives under the Tier 1 Executive Agreement);

    (c) Executive (including covered dependents) will continue to enjoy
  coverage on the same basis as a similarly situated active employee under
  all Olin medical, dental and life insurance plans to the extent Executive
  was enjoying such coverage immediately prior to the Division Disposition,
  for a number of months equal to the Retention Factor plus twelve, (less the
  number of months, if any, of such coverage that Executive receives under
  the Tier 1 Executive Agreement) and the Executive's entitlement to
  insurance coverage under the Consolidated Omnibus Budget Reconciliation Act
  will commence at the end of such period, without offset; and

    (d) Executive shall be entitled, at Olin's expense, to outplacement
  counseling and associated services in accordance with Olin's customary
  practice at the time with respect to senior executives terminated without
  Cause, but only to the extent Executive does not receive such benefits
  under the Tier 1 Executive Agreement.

    (e) Any amounts payable under Section 5(a) shall be offset by amounts
  Executive receives as cash compensation for full-time employment or full-
  time consulting services.

  6. Limitation on "Parachute" Payments. If any amounts payable to the
Executive pursuant to this Agreement which are deemed by the Executive to
constitute Parachute Payments, when added to any other payments which are
deemed by the Executive to constitute Parachute Payments, would result in the
imposition on the Executive of an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), the amounts payable
under Section 4 or 5, as the case may be, shall be reduced by the smallest
amount necessary to avoid the imposition of such excise tax; but shall be
reduced only if, by reason of such reduction, the Executive's Net After Tax
Benefit shall exceed the Net After Tax Benefit if such reduction were not
made. The foregoing calculations (including any calculations required under
the definition of Net After Tax Benefit) shall be made, at Olin's expense, by
Olin and the Executive. If no agreement on the calculations is reached within
five days after the date of the termination triggering the payment, then the
calculations shall be made, at Olin's expense by a nationally-recognized
accounting firm and outside counsel mutually acceptable to the Executive and
Olin. In the event it becomes necessary to limit any payments under this
Agreement, the Executive's insurance shall be the last payments to be so
limited; any other payments payable under this Agreement shall be payable when
due until the remaining maximum permissible amount has been paid to the
Executive under this Section 6.

  7.  Successors; Offsets; Non-competition; Release.

    (a) Olin will require any successor (whether direct or indirect, by
  purchase, merger, consolidation or otherwise) to all or substantially all
  of the business or assets of Olin, by agreement, in form and substance
  satisfactory to the Executive, expressly to assume and agree to perform
  this Agreement in the same manner and to the same extent that Olin would be
  required

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  to perform if no such succession had taken place. Failure of Olin to obtain
  such assumption and agreement prior to the effectiveness of any such
  succession will be a breach of this Agreement and entitle the Executive to
  compensation from Olin in the same amount and on the same terms as the
  Executive would be entitled to hereunder had a triggering event occurred on
  the succession date. As used in this Agreement, "Olin" means Olin as
  defined in the preamble to this Agreement and any successor to its business
  or assets which executes and delivers this Agreement or which otherwise
  becomes bound by all the terms and provisions of this Agreement by
  operation of law or otherwise.

    (b) This Agreement shall be enforceable by the Executive's personal or
  legal representatives, executors, administrators, successors, heirs,
  distributees, devisees and legatees.

    (c) In the event that, without Olin's consent, which consent will not be
  unreasonably withheld, the Executive Competes during the Employment Term,
  the Executive will forfeit the right to receive amounts due from Olin under
  this Agreement after the date Executive begins to Compete and will forfeit
  any right to continued insurance coverage under this Agreement after such
  date; provided that nothing in this Section shall be deemed to reduce or
  otherwise impair in any manner, Executive's right to receive payments or
  insurance benefits, if any, under any other plan, agreement or arrangement.

    (d) Following termination of Executive's employment, Olin may require
  Executive to release Olin from any and all employment, wrongful termination
  and/or discrimination claims as a condition to making payments under this
  Agreement, any such release to be in substantially the form required of
  other former Olin employees.

    (e) The Executive will not be required to mitigate the amount of any
  payment provided for in this Agreement by seeking other employment or
  otherwise. Nothing in this Agreement, including any offset or similar
  provision will be deemed to reduce or limit the rights which the Executive
  may have under any other employee benefit plan, policy or arrangement of
  Olin.

  8. Notices. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:

  If to the Executive:

  If to the Company: Olin Corporation
                     501 Merritt 7
                     P.O. Box 4500
                     Norwalk, CT 06856-4500
                     Attention: Corporate Secretary

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

  9. Governing Law. The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of Connecticut
(without giving effect to its conflicts of law).

  10. Miscellaneous. No provisions of this Agreement may be modified, waived
or discharged unless such modification, waiver or discharge is agreed to in
writing signed by the Executive and Olin. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in
this Agreement.

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  11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same Agreement.

  12. Withholding of Taxes. Olin may withhold from any benefits payable under
this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.

  13. Non-assignability. This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder, except as provided in
paragraph 7 above or except to any direct or indirect majority owned
subsidiary of Olin. Without limiting the foregoing, the Executive's right to
receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
his will or by the laws of descent or distribution, and, in the event of any
attempted assignment or transfer by the Executive contrary to this paragraph,
Olin shall have no liability to pay any amount so attempted to be assigned or
transferred.

  14. No Employment Right. This Agreement shall not be deemed to confer on the
Executive a right to continued employment with Olin.

  15. Disputes/Arbitration.

    (a) Any dispute or controversy arising under or in connection with this
  Agreement shall be settled exclusively by arbitration at Olin's corporate
  headquarters 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; provided, however, that the
  Executive shall be entitled to seek specific performance of the Executive's
  right to be paid during the pendency of any dispute or controversy arising
  under or in connection with this Agreement.

    (b) Olin shall pay all reasonable legal fees and expenses, as they become
  due, which the Executive may incur to enforce this Agreement through
  arbitration or otherwise unless the arbitrator determines that Executive
  had no reasonable basis for his claim. Should Olin dispute the entitlement
  of the Executive to such fees and expenses, the burden of proof shall be on
  Olin to establish that the Executive had no reasonable basis for his claim.

  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above set forth.

                                          Olin Corporation

                                          By:
                                             __________________________________

Accepted and Agreed:

_________________________
Name
Title: