sceop102408.htm


    Exhibit
10.3

     

    Olin
Corporation

     

    Supplemental
Contributing Employee Ownership Plan

     

    As
amended and restated effective October 24, 2008

     

    Table of
Contents

     

    
      	 
      	
              Page

            
	
              INTRODUCTION

            	
              1

            
	
              ARTICLE
      I DEFINITIONS AND GENERAL PROVISIONS

            	
              2

            
	
              1.1         Definitions

            	
              2

            
	
              (a)        “Arch"

            	
              2

            
	
              (b)              “Beneficiary

            	
              2

            
	
              (c)        “Board”

            	
              2

            
	
              (d)              “Change
      of Control”

            	
              2

            
	
              (e)        “Committee”

            	
              2

            
	
              (f)        “Company”
      or “Olin”

            	
              2

            
	
              (g)              “Compensation”

            	
              2

            
	
              (h)              “Dividend
      Equivalents”

            	
              2

            
	
              (i)       “Eligible
      Employee”

            	
              2

            
	
              (j)       “Excess
      Company Matching Contribution”

            	
              2

            
	
              (k)              “Excess
      Performance Contribution”

            	
              2

            
	
              (l)       “Excess
      Retirement Contribution”

            	
              3

            
	
              (m)              “Global”

            	
              3

            
	
              (n)              “Gross
      Fair Market Value”

            	
              3

            
	
              (o)              “Group”

            	
              3

            
	
              (p)              “Interest
      Bearing Fund”

            	
              3

            
	
              (q)              “Maximum
      Eligible Compensation”

            	
              4

            
	
              (r)       “Olin
      Phantom Units”

            	
              4

            
	
              (s)              “Plan
      Administrator”

            	
              4

            
	
              (t)       “Plan
      Year”

            	
              4

            
	
              (u)              “Primex”

            	
              4

            
	
              (v)              “SCEOP
      Account”

            	
              4

            
	
              (w)              “SCEOP
      Participant”

            	
              4

            
	
              (x)              “SCEOP
      Participant Contribution”

            	
              4

            
	
              (y)              “SCEOP
      Percentage

            	
              4

            
	
              (z)              “Specified
      Employee”

            	
              4

            
	
              1.2             Gender,
      Numbers and Headers

            	
              4

            
	 
      	 
      
	
              ARTICLE
      II ELIGIBILITY AND PARTICIPATION

            	
              5

            
	
              2.1             Eligibility

            	
              5

            
	
              2.2             Salary
      Reduction Elections

            	
              5

            
	
              2.3             Maximum
      Compensation Threshold

            	
              6

            
	
              2.4             Ceasing
      to Be Eligible

            	
              6

            
	 
      	 
      
	
              ARTICLE
      III CONTRIBUTIONS AND ACCOUNTS

            	
              7

            
	
              3.1             SCEOP
      Account

            	
              7

            
	
              3.2             Dividend
      Equivalents

            	
              7

            
	
              3.3             Crediting
      of Dividend Equivalents

            	
              7

            
	
              3.4             Vesting

            	
              8

            
	
              3.5             Olin
      Phantom Unit Adjustments

            	
              8

            
	
              3.6             Excess
      Performance Contributions

            	
              8

            
	 
      	 
      
	
              ARTICLE
      IV DISTRIBUTIONS

            	
              9

            
	
              4.1             Payment
      Timing

            	
              9

            
	
              4.2             Special
      Payment Rules Regarding Primex & Global

            	
              9

            
	
              4.3             Payment
      Form

            	
              10

            
	
              4.4             Payment
      Made in Cash

            	
              11

            
	
              4.5             Beneficiary

            	
              11

            
	 
      	 
      
	
              ARTICLE
      V LIABILITY FOR PAYMENT

            	
              12

            
	
              5.1             Liability
      for Payment

            	
              12

            
	 
      	 
      
	
              ARTICLE
      VI ADMINISTRATION OF THE PLAN

            	
              13

            
	
              6.1             Plan
      Administrator

            	
              13

            
	
              6.2             Administrative
      Duties

            	
              14

            
	
              6.3             Code
      Section 409A

            	
              14

            
	 
      	 
      
	
              ARTICLE
      VII AMENDMENT, TERMINATION AND CHANGE OF CONTROL

            	
              15

            
	
              7.1             Amendment
      or Termination

            	
              15

            
	
              7.2             Effect
      of Amendment or Termination

            	
              15

            
	
              7.3             Change
      of Control

            	
              15

            
	 
      	 
      
	
              ARTICLE
      VIII GENERAL PROVISIONS

            	
              18

            
	
              8.1             Unfunded
      Plan

            	
              18

            
	
              8.2             No
      Guaranty

            	
              18

            
	
              8.3             No
      Enlargement of Employee Rights

            	
              18

            
	
              8.4             Spendthrift
      Provision

            	
              18

            
	
              8.5             Governing
      Law

            	
              18

            
	
              8.6             Incapacity
      of Recipient

            	
              18

            
	
              8.7             Successor
      Effect

            	
              19

            
	
              8.8             Unclaimed
      Benefit

            	
              19

            
	
              8.9             Entire
      Agreement

            	
              19

            
	
              8.10             Limitations
      on Liabilities

            	
              19

            
	
              8.11             Duties
      of SCEOP Participants and Beneficiaries

            	
              19

            
	
              8.12             Taxes
      and Withholding

            	
              19

            
	
              8.13             Treatment
      for Other Compensation Purposes

            	
              20

            
	
              8.14             Right
      to Offset

            	
              20

            
	
              8.15             CEOP
      Benefits

            	
              20

            


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INTRODUCTION

     

    Olin
Corporation (“Olin” or “Company”) hereby amends and restates the Olin
Corporation Supplemental Contributing Employee Ownership Plan (the “Plan” or
“SCEOP”), generally effective October 24, 2008.  The Plan was
originally adopted as of January 1, 1990, and has been amended from time to time
prior to its amendment and restatement herein.  The Plan is intended
to be an unfunded, nonqualified deferred compensation plan for a select group of
management and highly compensated employees, as described in Section 201(2) and
301(a)(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).

     

    The
primary purpose of this Plan is to permit certain executive employees of Olin
whose contributions to the Olin Corporation Contributing Employee Ownership Plan
(the “CEOP”) are limited under Section 401(a)(17) of the Internal Revenue Code
of 1986, as amended, and the regulations and guidance promulgated thereunder
(the “Code”), with certain supplemental benefits to make up for such
Code-imposed limitations.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ARTICLE
I

     

    DEFINITIONS
AND GENERAL PROVISIONS

     

    1.1 Definitions

     

    .  The
following terms shall have the meanings hereinafter set forth whenever used in
the Plan.  To the extent not otherwise provided in the Plan, the terms
shall have the meanings ascribed to them in the CEOP.

     

    (a) “Arch” means
Arch Chemicals, Inc.

     

    (b) “Beneficiary” has
the meaning set out in Section 4.5.

     

    (c) “Board” means
the board of directors of the Company.

     

    (d) “Change
of Control” has
the meaning set out in Section 7.3.

     

    (e) “Committee” means
the Compensation Committee of the Board, or such other committee from time to
time designated by the Board or Compensation Committee of the
Board.

     

    (f) “Company”
or “Olin” means
Olin Corporation and its affiliated companies.

     

    (g) “Compensation” has
the same meaning as under the CEOP, except that it is not subject to the maximum
dollar limitation on compensation taken into account for purposes of the CEOP
under Section 401(a)(17) of the Code.

     

    (h) “Dividend
Equivalents” means
with respect to the Olin Phantom Units held in a SCEOP Account of a SCEOP
Participant, the dollar amount of regular or special dividends actually paid in
cash from time to time on the actual number of shares of Olin Common Stock
reflected in such Olin Phantom Units.

     

    (i) “Eligible
Employee” has
the meaning set out in Section 2.1.

     

    (j) “Excess
Company Matching Contribution” means,
with respect to a SCEOP Participant for a Plan Year, an amount derived by
multiplying (i) the percentage used in calculating the Company Matching
Contribution (currently, the percentage is set at 50% on the first 6% of
eligible pay contributed to the CEOP) under the CEOP for the applicable Plan
Year, as such percentage changes from time to time, by (ii) the annual SCEOP
Participant Contribution for that SCEOP Participant; provided that, if the SCEOP
Participant’s SCEOP Percentage exceeds six percent (6%), the SCEOP Participant
Contribution will be calculated using six percent (6%) for the SCEOP Percentage
when calculating the Excess Company Matching Contribution.

     

    (k) “Excess
Performance Contribution” means,
with respect to a SCEOP Participant for a Plan Year, the amount derived by
multiplying (i) the percentage used in calculating the Performance Matching
Contribution under the formula contained in the CEOP that is applicable to a
SCEOP Participant for that year, if any, by (ii) the SCEOP Participant
Contribution of that SCEOP Participant for such year; provided that, if such
SCEOP Participant’s SCEOP Percentage exceeds six percent (6%), the SCEOP
Participant Contribution will be calculated using six percent (6%) for the SCEOP
Percentage when calculating the Excess Performance Contribution.  No
Excess Performance Contributions shall be made on or after January 1,
2005.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (l) “Excess
Retirement Contribution” means,
with respect to a SCEOP Participant for a Plan Year, an amount derived by
multiplying (i) the percentage used in calculating his or her Retirement
Contribution (if any) under the CEOP for the applicable Plan Year, as such
percentage changes from time to time, by (ii) the excess of such SCEOP
Participants Compensation over his or her Maximum Eligible Compensation for such
Plan Year.

     

    Prior to
2008, the applicable percentage under clause (i) above was set at 5% for SCEOP
Participants hired on or after January 1, 2005, and 0% for SCEOP Participants
hired before January 1, 2005 as such individuals were not eligible to receive
Retirement Contributions under the CEOP. As of January 1, 2008, the applicable
percentage under clause (i) is set at 5% for SCEOP Participants who are younger
than age 45, and 7.5% for SCEOP Participants who are age 45 or older. The
applicable contribution percentage indicated under the preceding sentence will
change the month following the month in which a SCEOP Participant becomes age
45.

     

    (m) “Global” means
Global Brass and Copper Acquisition Co.

     

    (n) “Gross
Fair Market Value” means the
value of Olin assets determined without regard to any liabilities associated
with such Olin assets.

     

    (o) “Group” means
persons acting together for the purpose of acquiring Olin stock and includes
owners of a corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with Olin. If a person
owns stock in both Olin and another corporation that enter into a merger,
consolidation purchase or acquisition of stock, or similar transaction, such
person is considered to be part of a Group only with respect to ownership prior
to the merger or other transaction giving rise to the change and not with
respect to the ownership interest in the other corporation. Persons will not be
considered to be acting as a Group solely because they purchase assets of the
same corporation at the same time, or as a result of the same public
offering.

     

    (p) “Interest
Bearing Fund” means
a phantom fund that pays interest at a rate, determined quarterly as of the end
of the quarter for the following quarter, equal to (i) the Company’s before-tax
cost of borrowing as determined from time to time by the Chief Financial
Officer, Controller or Treasurer (or in the event there is no such borrowing,
the Federal Reserve A1/P1 Composite rate for 90-day commercial paper plus 10
basis points as determined by such officer) or (ii) such other rate as the Board
or Committee, or any delegate thereof, may select prospectively from time to
time.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (q) “Maximum
Eligible Compensation” means
the annual maximum amount of Compensation under Section 401(a)(17) of the Code
from which a SCEOP Participant is permitted to make contributions to the CEOP,
as such maximum amount is adjusted from time to time under the
Code.

     

    (r) “Olin
Phantom Units” means
phantom shares of the CEOP’s Olin Common Stock Fund credited under the
SCEOP.

     

    (s) “Plan
Administrator” means
the person or committee referenced in Section 6.1.

     

    (t) “Plan
Year” means
a twelve-month period from January 1 to December 31.

     

    (u) “Primex” means
Primex Technologies, Inc.

     

    (v) “SCEOP
Account” means
the account established under the SCEOP for a SCEOP Participant holding Olin
Phantom Units, phantom investments in the Interest Bearing Fund, and/or any
other phantom investments, securities or units created herein.

     

    (w) “SCEOP
Participant” means
an Eligible Employee who has filed an election to participate in the SCEOP with
the Plan Administrator or is otherwise entitled to receive an Excess Retirement
Contribution under the SCEOP.

     

    (x) “SCEOP
Participant Contribution” means,
with respect to a SCEOP Participant, the annual amount by which the SCEOP
Participant has elected to reduce his Compensation under this Plan, such amount
being equal to the SCEOP Percentage multiplied by the difference between (i)
such SCEOP Participant’s Compensation and (ii) his Maximum Eligible
Compensation.

     

    (y) “SCEOP
Percentage” means
the rate at which a SCEOP Participant elects to reduce his Compensation under
this Plan pursuant to the salary reduction agreements described in Section
2.2.

     

    (z) “Specified
Employee” shall
have the meaning ascribed to it under Code Section 409A and shall be determined
in accordance with Code Section 409A.

     

    1.2 Gender, Numbers and
Headers.  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.  Any headings used herein
are included for ease of reference only, and are not to be construed so as to
alter the terms hereof.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE
II

     

    ELIGIBILITY
AND PARTICIPATION

     

    2.1 Eligibility.  Any
employee of the Company shall be eligible to participate in this Plan
who:

     

    
      	
              (a)  

            	
              is
      a management employee;

            


    

     

    
      	
              (b)  

            	
              is
      a “highly compensated employee” within the meaning of Code Section
      414(q);

            


    

     

    
      	
              (c)  

            	
              is
      participating in the CEOP; and

            


    

     

    
      	
              (d)  

            	
              whose
      Compensation is in excess of the limitation contained in Section
      401(a)(17) of the Code.

            


    

     

    An
employee of the Company meeting such criteria is referred to herein as an
“Eligible Employee”.

     

    2.2 Salary Reduction
Elections.  Each
Eligible Employee wishing to make SCEOP Participant Contributions under this
Plan must execute and file a salary reduction agreement in a form acceptable to
the Plan Administrator.

     

    In the
case of the first Plan Year in which an individual becomes an Eligible Employee,
the salary reduction agreement must be filed within thirty (30) days following
the date the individual became an Eligible Employee, and such salary reduction
agreement shall apply only to Compensation earned after the election is made and
effective.  If no salary reduction agreement is filed within such
time, the Eligible Employee shall not be able to make SCEOP Participant
Contributions for such Plan Year but will be able to do so (to the extent
eligible) for subsequent Plan Years as provided in the following
paragraph.

     

    To the
extent that an Eligible Employee does not have an effective salary reduction
agreement filed and such Eligible Employee wishes to make SCEOP Participant
Contributions under the Plan for a Plan Year, an Eligible Employee must file a
salary reduction agreement to reduce Compensation by December 31 (or such other
date set by the Plan Administrator) of the calendar year prior to the beginning
of the Plan Year for which it will be effective and prior to the calendar year
in which such Compensation would otherwise be earned.  Once filed,
salary reduction agreements to reduce Compensation shall remain in effect for
subsequent Plan Years unless revoked or changed by the SCEOP Participant in
writing in a form acceptable to the Plan Administrator.  Any
revocation or change made with regard to the salary reduction agreement shall be
effective only for subsequent Plan Years (and not the Plan Year in which such
revocation or change is made).

     

    Notwithstanding
the preceding paragraph, the Plan Administrator may (but is not required to)
provide, in accordance with Code Section 409A, alternative salary reduction
election procedures for performance-based compensation based on services
performed over a period of at least 12 months, provided that such election may
be made no later than six (6) months before the end of the period.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Notwithstanding
the preceding paragraphs, a SCEOP Participant’s salary reduction agreement shall
be cancelled upon the SCEOP Participant having his deferrals under the CEOP
suspended due to receiving a hardship distribution under the
CEOP.  Such cancellation shall be effective for the remainder of the
then current Plan Year and subsequent Plan Years; provided, however, that once
the suspension of deferrals under the CEOP ceases, a SCEOP Participant may file
a salary reduction agreement for the next eligible Plan Year as provided
above.

     

    2.3 Maximum Compensation
Threshold.  No
salary reduction election shall be given effect under this Plan until the SCEOP
Participant has received Compensation equal to the Maximum Eligible Compensation
for the Plan Year to which such salary reduction election relates.

     

    2.4 Ceasing to Be
Eligible.  If
a SCEOP Participant ceases to meet the Eligible Employee criteria under Section
2.1 during a Plan Year, SCEOP Participant Contributions, Excess Company Matching
Contributions and Excess Retirement Contributions shall cease as of end of such
Plan Year.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    CONTRIBUTIONS
AND ACCOUNTS

     

    3.1 SCEOP
Account.  Each
SCEOP Participant who so elects (in accordance with Section 2.2 above) for a
Plan Year shall make SCEOP Participant Contributions on a pre-tax
basis.

     

    For each
SCEOP Participant, a SCEOP Account will be established.  The SCEOP
Account will contain sub-accounts for each type of contribution credited to the
SCEOP Account and for each type of phantom investment option available to and
invested in under his SCEOP Account.  For each Plan Year during which
a person is a SCEOP Participant and making deferrals and/or receiving
contributions, the Company (or other Participating Employer) will credit to the
SCEOP Account of each SCEOP Participant Olin Phantom Units and/or phantom
investments in the Interest Bearing Fund (or other phantom investment options if
applicable), in accordance with the SCEOP Participant’s investment allocation,
equal in value to the sum of such SCEOP Participant’s (1) SCEOP Participant
Contribution (if any), (2) Excess Company Matching Contribution (if any) and (3)
Excess Retirement Contribution (if any).  Such crediting shall occur
periodically in accordance with the timing of similar deferrals and
contributions to the CEOP.

     

    Subject
to administrative feasibility and rules set out by the Plan Administrator, the
SCEOP Account balances of each SCEOP Participant may be transferred daily
without limit to the Interest Bearing Fund and/or the Olin Phantom Units (or
other phantom investment options if applicable).  To the extent a
SCEOP Participant has not provided an effective investment allocation direction,
such SCEOP Participant shall be deemed to have directed that his deferrals
and/or contributions be invested in the Interest Bearing Fund.

     

    From time
to time and at any time, the Plan Administrator may add to, freeze, eliminate or
change in any way the phantom investment options available under the
Plan.  If a phantom investment option is eliminated, the Plan
Administrator may map investments into other phantom investment options at its
discretion.  The Plan Administrator may establish such guidelines and
rules for the phantom investment options under the Plan as it deems necessary or
desirable.

     

    3.2 Dividend
Equivalents.  A
SCEOP Participant’s SCEOP Account will also be credited with Dividend
Equivalents when the applicable cash dividends are paid and such Dividend
Equivalents will be reinvested according to the SCEOP Participant’s investment
allocation that is then in effect for the SCEOP Participant
Contributions.

     

    3.3 Crediting of Dividend
Equivalents.  For
purposes of calculating the number of Olin Phantom Units to be credited to a
SCEOP Participant’s SCEOP Account as a result of crediting Dividend Equivalents
or contributions, the SCEOP shall use the Current Market Value for valuing units
in the Olin Common Stock Fund as defined under the CEOP.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    3.4 Vesting.  A
SCEOP Participant shall at all times be fully vested in his SCEOP Participant
Contribution SCEOP Account balance, and shall vest in his Excess Company
Matching Contribution, Excess Performance Contribution and Excess Retirement
Contribution SCEOP Account balances in accordance with the applicable vesting
schedule contained in the CEOP for Company Matching Contributions, Performance
Matching Contributions and Retirement Contributions.  A SCEOP
Participant shall be fully vested in his SCEOP Account balance upon his death,
upon his termination of service from the Company and all affiliates after
reaching a retirement date under the CEOP, or upon his termination of service
due to his Total and Permanent Disability as defined in the CEOP.

     

    3.5 Olin Phantom Unit
Adjustments.  In
the event that the Committee determines that any dividend or other distribution,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Olin
Common Stock, or any other securities of Olin, issuance of warrants or other
rights to purchase Olin Common Stock, or other securities of Olin, or other
similar corporate transaction or event occurs that affects Olin Common Stock
such that the Committee determines an adjustment in Olin Phantom Units under the
Plan is appropriate in order to prevent dilution or enlargement of the benefits
intended to be made available under this Plan, then the Committee shall, in such
manner as it deems equitable, adjust SCEOP Participants’ SCEOP
Accounts.  In the case of a spin-off, split-up, issuance of an
extraordinary stock dividend, or similar transaction, such adjustment, in the
Committee’s discretion, may result in creation of phantom shares in a separate
phantom stock fund and reinvestment of such phantom shares in Olin Phantom Units
or such other reinvestment as otherwise determined by the
Committee.  Notwithstanding the foregoing, a SCEOP Participant to whom
Dividend Equivalents have been allocated shall not be entitled to receive a
non-cash special or extraordinary dividend or distribution unless the Committee
expressly authorizes such receipt.

     

    3.6 Excess Performance
Contributions.  Notwithstanding
anything in the Plan to the contrary, effective as of January 1, 2005, Excess
Performance Contributions shall cease to be made under the Plan.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ARTICLE
IV

     

    DISTRIBUTIONS

     

    4.1 Payment
Timing.

     

    (a) No
amounts credited to a SCEOP Participant’s SCEOP Account under this Plan may be
withdrawn or distributed prior to the SCEOP Participant’s termination of
employment with the Company and all affiliates thereof, including, but not
limited to any other corporation in the same controlled group with Olin (within
the meaning of Section 414(b), (c) and (m) of the Code).  Amounts
credited to a SCEOP Participant’s SCEOP Account under this Plan may not be
loaned to such SCEOP Participant.

     

    Subject
to Section 4.3(d), a SCEOP Participant’s SCEOP Account will be distributed in
the form elected under Section 4.3 upon the earliest to occur of the SCEOP
Participant’s death, termination of service due to Total and Permanent
Disability, retirement or termination of active service from the Company and all
affiliates.  Subject to Section 4.1(b), SCEOP payments shall be made
(in the case of a single lump sum payment) or commence (in the case of annual
installments) on or as soon as administratively feasible after the date
described in the prior sentence, but not later than 60 days after such
date.  In the case of the subsequent annual installments, such
installments shall be paid on or as soon as administratively feasible after the
applicable anniversary date of the date described in the first sentence, but not
later than 60 days after such anniversary date.

     

    (b) If, at
the time the SCEOP Participant becomes entitled to payments under the Plan, the
SCEOP Participant is a Specified Employee, then, notwithstanding any other
provision in the Plan to the contrary, the following provision shall
apply.  SCEOP payments considered deferred compensation under Code
Section 409A which are determined to be payable upon a SCEOP Participant’s
termination of employment as determined under Code Section 409A and not subject
to an exception or exemption thereunder, shall be paid to the SCEOP Participant
on or as soon as administratively feasible after the date that is six months
after the SCEOP Participant’s termination of employment but not later than 60
days after such date.  Any such SCEOP payments that would otherwise
have been paid to the SCEOP Participant during this six-month period shall
instead be aggregated (subject to the earnings, gains and losses credited to the
SCEOP Account during such time) and paid to the SCEOP Participant pursuant to
the preceding sentence.  Any SCEOP payments to which the SCEOP
Participant is entitled to be paid after the date that is six (6) months after
the SCEOP Participant’s termination of employment shall be paid to the SCEOP
Participant in accordance with the applicable terms of this Plan and shall not
be subject to this provision.

     

    4.2 Special Payment Rules
Regarding Primex & Global.  Each
SCEOP Participant whose employment transferred from the Company to Primex, in
connection with the spin-off of Primex, shall be fully vested in his SCEOP
Account balance.  Notwithstanding anything in the Plan to the
contrary, such SCEOP Account balance may not be distributed until such SCEOP
Participant terminates active service with Primex or, after January 25, 2001,
General Dynamics Corporation and its affiliates (or any successor
thereafter).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Each
SCEOP Participant whose employment transferred directly from the Company to
Global, in connection with the spin-off of the Olin Brass division and Chase
Brass and Copper Company, shall be fully vested in his SCEOP Account balance.
Notwithstanding anything in the Plan to the contrary, such SCEOP Account balance
may not be distributed until such SCEOP Participant terminates active service
with Global and its affiliates (or any successor thereto).

     

    Notwithstanding
anything to the contrary in Section 4.1 or this Section 4.2, if a SCEOP
Participant transfers employment from Primex (or its successor, General Dynamics
Corporation, or any successor thereafter) or Global (or any successor thereto)
back to the Company, such SCEOP Participant will not be eligible for
distribution until such SCEOP Participant has terminated his employment with the
Company and its affiliates.

     

    4.3 Payment
Form.

     

    (a) Each
SCEOP Participant shall elect to receive the value of his SCEOP Account balance
either (i) in a single lump sum, or (ii) in annual installments for a period not
to exceed fifteen (15) years, commencing and paid at such time as provided under
Section 4.1.  Such election shall be made no later than thirty (30)
days after such individual becomes an Eligible Employee (or by such later time
as may be permitted under Code Section 409A).

     

    (b) Notwithstanding
the foregoing, for the transition period beginning January 1, 2005 and ending
December 31, 2008, any SCEOP Participant may make a payment election in
accordance with Code Section 409A (and applicable IRS transition relief), in the
time and manner prescribed by the Plan Administrator and subject to the
following provisions. As of December 31, 2008, any then effective transition
payment election shall be irrevocable for the duration of a SCEOP Participant’s
participation in the Plan except as set forth in paragraph (d)
below.  No payment election made in 2006 under this transition relief
will apply to amounts that would otherwise be payable in 2006, nor may such
election cause an amount to be paid in 2006 that would not otherwise be payable
in 2006. No payment election made in 2007 under this transition relief will
apply to amounts that would otherwise be payable in 2007, nor may such election
cause an amount to be paid in 2007 that would not otherwise be payable in
2007.  No payment election made in 2008 under this transition relief
will apply to amounts that would otherwise be payable in 2008, nor may such
election cause an amount to be paid in 2007 that would not otherwise be payable
in 2008.  No election under this transition relief may be made
retroactively, when Plan payments are imminent, or after a SCEOP Participant has
terminated active service from the Company.

     

    (c) Failure
to make a timely form of payment election as provided in paragraph (a) or (b)
above will result in such SCEOP Participant being deemed to have elected a
single lump sum payment for his SCEOP Account, to be paid at such time as
provided under Section 4.1.  Such deemed election shall be irrevocable
for the duration of a SCEOP Participant’s participation in the Plan except as
set forth in paragraph (d) below.   

     

    
      
        
        

      

      
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    (d) A SCEOP
Participant may change his payment election (made or determined pursuant to the
above) upon written notice in a form acceptable to the Plan Administrator,
provided such change complies with the following:  (i) the new payment
election is made at least twelve (12) months before the original payment
commencement date, (ii) the new payment election does not take effect until at
least twelve (12) months after the date on which such election is made, and
(iii) the original payment commencement date as determined under Section 4.1 is
deferred for a period of five (5) years.

     

    4.4 Payment Made in
Cash.  Distributions
to a SCEOP Participant of his SCEOP Account balance shall be made only in the
form of cash.  Except as provided in Section 7.3, upon distribution,
the value of Olin Phantom Units shall be equal to the average of the daily
closing prices of the Olin common stock on the New York Stock Exchange for the
month preceding the distribution.

     

    4.5 Beneficiary.  Any
benefit payable under this Plan on account of the death of a SCEOP Participant
shall be paid to the SCEOP Participant’s beneficiary as designated or determined
under the terms of the CEOP; however, a SCEOP Participant may, by filing with
the Plan Administrator prior to death on a form supplied by the Plan
Administrator, designate a different individual or entity to be the designated
beneficiary of such SCEOP Participant for purposes of this Plan, in which case
the subsequent designation will supersede any designation of a beneficiary under
the CEOP for purposes of this Plan.  Such designated beneficiary
pursuant to the preceding sentence is referred herein as
“Beneficiary”.

     


    
      
         


      

      
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    ARTICLE
V

     

    LIABILITY
FOR PAYMENT

     

    5.1 Liability for
Payment.  The
Company (and each other Participating Employer) shall pay the benefits provided
hereunder with respect to SCEOP Participants who are employed or were formerly
employed by it during their participation in the Plan.  In the case of
a SCEOP Participant who was employed by more than one Participating Employer,
the Plan Administrator shall allocate the cost of such benefits among such
Participating Employers in such manner as it deems equitable.  The
obligations of any Participating Employer hereunder shall not be funded in any
manner.  The rights of any person to receive benefits under this Plan
are limited to those of a general unsecured creditor of the Participating
Employer liable for such benefits hereunder.

     


    
      
         


      

      
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    ARTICLE
VI

     

    ADMINISTRATION
OF THE PLAN

     

    6.1 Plan
Administrator.  The
Benefit Plan Review Committee (or any successor or replacement committee) shall
be the Plan Administrator of this Plan.

     

    Except
for those powers expressly reserved to the Board or Committee, the Plan
Administrator shall administer the Plan 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
and application of the Plan.  The Plan Administrator shall have the
sole discretion and authority to decide all questions about the interpretation
of the Plan provisions, rules and regulations and to resolve any claims for Plan
benefits.  As such, benefits under the Plan shall be paid only if the
Plan Administrator decides in its sole discretion that the applicant is entitled
to them.  Any such determinations 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.

     

    The Plan
Administrator shall:

     

    (a) determine
all questions relating to eligibility of Company employees to participate or
continue participation in the Plan;

     

    (b) compute
the amount and kind of benefits (if any) to which any SCEOP Participant or
Beneficiary shall be entitled hereunder;

     

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

     

    (d) interpret
the provisions of the Plan;

     

    (e) assist
any SCEOP Participant or Beneficiary regarding his rights, benefits or elections
available under the Plan;

     

    (f) communicate
to Eligible Employees, SCEOP Participants and their Beneficiaries concerning the
provisions of the Plan; and

     

    (g) prescribe
such rules (including applicable claim procedures) and forms as it shall deem
necessary or proper for the administration of the Plan.

     

    The Plan
Administrator shall keep a record of all actions taken and shall keep such other
books of account, records and other information that the Plan Administrator
deems necessary or desirable for proper administration of the
Plan.  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.  For purposes of this
Plan, the Plan Administrator shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the CEOP or SCEOP.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    The
Company shall indemnify and hold harmless any member of the Benefit Plan Review
Committee (or any successor or replacement 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.

     

    6.2 Administrative
Duties.  Except
as otherwise provided herein, all provisions set forth in the CEOP with respect
to the administration of that plan shall also be applicable with respect to this
Plan; provided that this Section 6.2 shall not make (or be construed or
interpreted to make) the Plan Administrator, Company or any employee or agent of
the Company subject to any fiduciary responsibilities under ERISA, or the Plan
subject to any applicable requirements of ERISA, that it would not otherwise
have in the absence of this Section 6.2.

     

    6.3 Code Section
409A.  To
the extent any provision of the Plan or action taken with respect to the Plan,
would subject any SCEOP Participant to liability for interest or additional
taxes under Code Section 409A, it will be deemed null and void, to the extent
permitted by law and deemed advisable by the Board or Committee.  It
is intended that the Plan will comply with Code Section 409A, and the Plan shall
be interpreted and construed on a basis consistent with such
intent.  The Plan may be amended in any respect deemed necessary
(including retroactively) by the Board or Committee, in order to preserve
compliance with Code Section 409A.  For purposes of this Plan, a
“termination of employment”, “termination”, “retirement” or “separation from
service” (or other similar term having a similar import) under this Plan shall
have the same meaning as a “separation from service” as defined in Code Section
409A.  

     

    Nothing
in this Plan (including, without limitation, the preceding) shall be construed
as a guarantee of any particular tax effect for Plan benefits.  A
SCEOP Participant (or Beneficiary) is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on such person in
connection with any distributions to such person under the Plan (including any
taxes and penalties under Code Section 409A), and the Company (or any
Participating Employer) shall have no obligation to indemnify or otherwise hold
a SCEOP Participant (or Beneficiary) harmless from any or all of such taxes or
penalties.

     

    


     


    
      
         


      

      
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    ARTICLE
VII

     

    AMENDMENT,
TERMINATION AND CHANGE OF CONTROL

     

    7.1 Amendment or
Termination.  The
Company reserves the right to amend or terminate this Plan at any time, by
action of the Board or Committee, and without the consent of any employee or
other person.

     

    7.2 Effect of Amendment or
Termination.  Notwithstanding
Section 7.1 above, no amendment or termination of the Plan shall directly or
indirectly reduce the balance to the credit of any SCEOP Participant hereunder
as of the effective date of such amendment or termination.  Upon
termination of the Plan, no additional amounts shall be credited under the terms
of the Plan.  Notwithstanding the termination of this Plan, amounts
credited hereunder shall not be distributed to SCEOP Participants except as
provided in Article IV, above.

     

    7.3 Change of
Control.  Upon
a Change of Control, the Plan shall terminate and the SCEOP Account balance of a
SCEOP Participant shall be paid in cash to such SCEOP Participant as promptly as
practicable, but in no event later than 30 days following the Change in
Control.  The spin-off of Arch from Olin Corporation shall not be
deemed to be a change of control entitling any SCEOP Participant herein to
benefits under this Plan.  The sale of the Olin Brass division and
Chase Brass and Copper Company from Olin Corporation shall not be deemed to be a
change of control entitling any SCEOP Participant herein to benefits under this
Plan.

     

    Following
a Change of Control, no action shall be taken under the Plan that will cause any
benefits payable to a SCEOP Participant to fail to comply in any respect with
Code Section 409A without the written consent of the SCEOP Participant or
Beneficiary (as applicable).

     

    Any
dispute or controversy arising under or in connection with the Plan subsequent
to a Change in Control shall be settled exclusively by arbitration at the
Company’s 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

     

    “Change
of Control” means the occurrence of any of the following events:

     

    
      	
              (a)  

            	
              any
      person or Group acquires ownership of Olin’s stock that, together with
      stock held by such person or Group, constitutes more than 50% of the total
      fair market value or total voting power of Olin’s stock, (including an
      increase in the percentage of stock owned by any person or Group as a
      result of a transaction in which Olin acquires its stock in exchange for
      property, provided that the acquisition of additional stock by any person
      or Group deemed to own more than 50% of the total fair market value or
      total voting power of Olin’s stock on January 1, 2005, shall not
      constitute a Change of Control); or

            


    

     

    
      	
              (b)  

            	
              any
      person or Group acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or Group)
      ownership of Olin stock possessing 30% or more of the total voting power
      of Olin stock; or

            


    

     

    
      
        
        

      

      
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              (c)  

            	
              a
      majority of the members of the Board is replaced during any 12-month
      period by directors whose appointment or election is not endorsed by a
      majority of the members of the Board prior to the date of the appointment
      or election; or

            


    

     

    
      	
              (d)  

            	
              any
      person or Group acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or Group)
      assets from Olin that have a total Gross Fair Market Value equal to 40% or
      more of the total Gross Fair Market Value of all Olin assets immediately
      prior to such acquisition or acquisitions, provided that there is no
      Change of Control when Olin’s assets are transferred
  to:

            


    

     

    
      	
              (i)  

            	
              a
      shareholder of Olin (immediately before the asset transfer) in exchange
      for or with respect to Olin stock;

            


    

     

    
      	
              (ii)  

            	
              an
      entity, 50% or more of the total value or voting power of which is owned,
      directly or indirectly, by Olin;

            


    

     

    
      	
              (iii)  

            	
              a
      person or Group that owns, directly or indirectly, 50% or more of the
      total value or voting power of all outstanding Olin stock;
    or

            


    

     

    
      	
              (iv)  

            	
              an
      entity, at least 50% of the total value or voting power of which is owned,
      directly or indirectly, by a person described in paragraph
      (iii).

            


    

     

    For
purposes of this paragraph (d) a person’s status is determined immediately after
the transfer of the assets. For example, a transfer to a corporation in which
Olin has no ownership interest before the transaction, but which is a
majority-owned subsidiary of Olin after the transaction is not a Change of
Control.

     

    For
purposes of computing the payout under this Section 7.3, the cash value of the
SCEOP Account of a SCEOP Participant shall be determined by:

     

    
      	
              (i)  

            	
              multiplying
      the actual number of shares of Olin Common Stock reflected in a SCEOP
      Participant’s Olin Phantom Units by the greater of (a) the highest Current
      Market Value of the Common Stock (as defined in the CEOP Plan) on any date
      within the period commencing thirty (30) days prior to such Change in
      Control and ending on the date of the Change in Control, or (b) if the
      Change in Control occurs as a result of a tender or exchange offer or
      consummation of a corporate transaction, then the highest price paid per
      share of Common Stock pursuant
thereto;

            


    

     

    
      
        
        

      

      
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              (ii)  

            	
              adding
      any cash portion attributable to a SCEOP Participant’s Olin Phantom Units
      held in his SCEOP Account; then

            


    

     

    
      	
              (iii)  

            	
              adding
      the then Current Market Value of that portion of a SCEOP Participant’s
      SCEOP Account which is deemed invested in any other phantom investment
      option established in the SCEOP by the Plan Administrator);
      then

            


    

     

    
      	
              (iv)  

            	
              adding
      the then current value of that portion of a SCEOP Participant’s SCEOP
      Account which is deemed invested in the Interest Bearing Fund, with
      interest added through the day prior to
payment.

            


    

     


    
      
         


      

      
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    ARTICLE
VIII

     

    GENERAL
PROVISIONS

     

    8.1 Unfunded
Plan.  The
Plan at all times shall be entirely unfunded and no provision shall at any time
be made with respect to segregating any assets of the Company for payment of any
distribution hereunder.  The right of a SCEOP Participant or his
designated Beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Company, and neither the SCEOP
Participant nor a designated Beneficiary shall have any rights in or against any
specific assets of the Company.  All amounts credited to the SCEOP
Accounts of SCEOP Participants shall constitute general assets of the Company
and may be disposed of by the Company at such time and for such purposes as it
may deem appropriate.

     

    8.2 No
Guaranty.  Nothing
contained in the Plan (or any Plan communication) shall constitute a guaranty by
the Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefit hereunder.

     

    8.3 No Enlargement of Employee
Rights.  No
SCEOP Participant (or designated Beneficiary) shall have any right to receive a
distribution of contributions made under the Plan except in accordance with the
terms of the Plan.  Establishment of the Plan shall not be construed
to give any SCEOP Participant the right to be retained in the service of the
Company, nor to create or confer on any SCEOP Participant the right to defer
compensation or receive contribution credits with respect to any future period
of service with the Company.  Nothing in the Plan shall interfere in
any way with the right of the Company to terminate a SCEOP Participant’s service
at any time with or without cause or notice, whether or not such termination
results in any adverse effect on the SCEOP Participant’s interests under the
Plan.

     

    8.4 Spendthrift
Provision.  No
interest of any person or entity in, or right to receive a distribution under,
the Plan shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment or other alienation or encumbrance of any kind; nor may
such interest or right to receive a distribution be taken, either voluntarily or
involuntarily for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings.

     

    8.5 Governing
Law.  The
Plan shall be construed and administered under the laws of the Commonwealth of
Virginia (without giving effect to its principles of conflicts of law), to the
extent not preempted by federal law.

     

    8.6 Incapacity of
Recipient.  If
any person entitled to a distribution under the Plan is deemed by the Company to
be incapable of personally receiving and giving a valid receipt for such
payment, then, unless and until claim therefor shall have been made by a duly
appointed guardian or other legal representative of such person, the Company may
provide for such payment or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and maintenance
of such person.  Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of the Company and the
Plan therefor.

     

    
      
        
        

      

      
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    8.7 Successor
Effect.  The
Plan shall not be automatically terminated by a transfer or sale of all or
substantially all of the assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees to continue the
Plan.  In the event that the Plan is not continued by the transferee,
purchaser or successor entity, then the Plan shall terminate, subject to the
provisions of Section 7.2.

     

    8.8 Unclaimed
Benefit.  Each
SCEOP Participant shall keep the Company informed of his current address and the
current address of his designated Beneficiary.  The Company shall not
be obligated to search for the whereabouts of any person.  If the
location of a SCEOP Participant is not made known to the Company within three
(3) years after the date on which payment of any or all of the SCEOP
Participant’s SCEOP Account would otherwise be made or commence, payment may be
made as though the SCEOP Participant had died at the end of the three-year
period.  If, within one additional year after such three-year period
has elapsed, or, within three years after the actual death of a SCEOP
Participant, the Company is unable to locate any designated Beneficiary of the
SCEOP Participant, then the Company shall have no further obligation to pay any
benefit hereunder to such SCEOP Participant or designated Beneficiary and such
benefit shall be irrevocably forfeited.

     

    8.9 Entire
Agreement.  This
Plan shall constitute the entire agreement between the Company and the SCEOP
Participants concerning the provision of Plan benefits.

     

    8.10 Limitations on
Liabilities.  Notwithstanding
any other provision of the Plan, neither the Company, Plan Administrator, nor
any individual acting as employee or agent of the Company shall be liable to any
SCEOP Participant, former SCEOP Participant, Beneficiary or other person for any
claim, loss, liability or expense incurred in connection with the
Plan.

     

    8.11 Duties of SCEOP Participants
and Beneficiaries.  A
SCEOP Participant and any Beneficiaries shall, as a condition of receiving
benefits under this Plan, be obligated to provide the Plan Administrator with
such information as the Plan Administrator shall require in order to determine
SCEOP Account balances, calculate benefits under this Plan, or otherwise
administer the Plan.

     

    8.12 Taxes and
Withholding.  As
a condition to any payment or distribution pursuant to the Plan, the Plan
Administrator may require a SCEOP Participant to pay such sum to the Company as
may be necessary to discharge its obligations with respect to any taxes,
assessments or other governmental charges imposed on property or income received
by the SCEOP Participant thereunder.  The Company may deduct or
withhold such sum from any payment or distribution to the SCEOP
Participant.  For each calendar year in which a SCEOP Participant
defers Compensation or receives a contribution credit, the Company shall
withhold from that portion of the SCEOP Participant’s Compensation that is not
being deferred, in a manner determined by the Company, the SCEOP Participant’s
share of FICA and other employment taxes due; provided, however, that the
Company may reduce the applicable amount deferred if necessary to comply with
applicable withholding requirements.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    8.13 Treatment for Other
Compensation Purposes.  Payments
received by a SCEOP Participant under the Plan shall not be deemed part of a
SCEOP Participant’s regular, recurring compensation for purposes of any
termination, indemnity or severance pay laws and shall not be included in, nor
have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided by the Company, unless
expressly so provided by such other plan, contract or arrangement.

     

    8.14 Right to
Offset.  Notwithstanding
any provisions of the Plan to the contrary and to the extent permitted under
Code Section 409A, the Company may offset any amounts to be paid to a SCEOP
Participant (or Beneficiary) under the Plan against any amounts that such SCEOP
Participant may owe to the Company.

     

    8.15 CEOP
Benefits.  Any
benefit payable under the CEOP shall be paid solely in accordance with the terms
and conditions of the CEOP, and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
CEOP.

     

    


     


    
      
         


      

      
        20