suppdefbenpp102408.htm


    Exhibit
10.2

    


     

    OLIN
SUPPLEMENTARY AND DEFERRAL BENEFIT PENSION PLAN

     

    (As
Amended and Restated as of October 24, 2008)

     

    Table of
Contents

     

    
      	 
      	
              Page

            
	
              Article
      I. INTRODUCTION

            	
              1

            
	
              1.1          Restatement
      of Plan

            	
              1

            
	 
      	 
      
	
              1.2          Purpose
      of Plan

            	
              1

            
	 
      	 
      
	
              1.3          Nature
      of Plan

            	
              1

            
	 
      	 
      
	
              1.4          Freeze
      of the Plan as of December 31, 2007

            	
              1

            
	 
      	 
      
	
              1.5          Code
      Section 409A

            	
              2

            
	 
      	 
      
	
              Article
      II. Eligibility

            	
              3

            
	
              2.1          Participation

            	
              3

            
	 
      	 
      
	
              2.2          Transfer
      of Arch Employees and Reserves

            	
              3

            
	 
      	 
      
	
              Article
      III. Calculation of Benefits

            	
              4

            
	
              3.1          Amount
      of Benefit

            	
              4

            
	 
      	 
      
	
              Article
      IV. Payment of Benefits

            	
              5

            
	
              4.1          409A
      Participants

            	
              5

            
	 
      	 
      
	
              4.2          Grandfathered
      Participants

            	
              7

            
	 
      	 
      
	
              4.3          Death
      Benefits

            	
              8

            
	 
      	 
      
	
              4.4          Benefit
      Upon a Change in Control or 409A Change in Control

            	
              9

            
	 
      	 
      
	
              Article
      V. Funding

            	
              12

            
	
              5.1          Unfunded
      Plan

            	
              12

            
	 
      	 
      
	
              5.2          Liability
      for Payment

            	
              12

            
	 
      	 
      
	
              5.3          No
      Guaranty of Payment

            	
              12

            
	 
      	 
      
	
              5.4          Anti-alienation

            	
              12

            
	 
      	 
      
	
              Article
      VI. Plan Administration

            	
              13

            
	
              6.1          Plan
      Administrator

            	
              13

            
	 
      	 
      
	
              6.2          Powers,
      Duties and Responsibilities

            	
              13

            
	 
      	 
      
	
              6.3          Records
      and Reports

            	
              13

            
	 
      	 
      
	
              6.4          Appointment
      of Advisors

            	
              14

            
	 
      	 
      
	
              6.5          Indemnification
      of Members

            	
              14

            
	 
      	 
      
	
              6.6          Construction
      of Plan Terms

            	
              14

            
	 
      	 
      
	
              6.7          409A
      Compliance

            	
              14

            
	 
      	 
      
	
              Article
      VII. Termination and Amendment

            	
              15

            
	
              7.1          Amendment
      or Termination

            	
              15

            
	 
      	 
      
	
              Article
      VIII. Miscellaneous

            	
              16

            
	
              8.1          Gender
      and Number

            	
              16

            
	 
      	 
      
	
              8.2          Action
      by the Company

            	
              16

            
	 
      	 
      
	
              8.3          Headings

            	
              16

            
	 
      	 
      
	
              8.4          Governing
      Law

            	
              16

            
	 
      	 
      
	
              8.5          No
      Enlargement of Employee Rights

            	
              16

            
	 
      	 
      
	
              8.6          Incompetency

            	
              16

            
	 
      	 
      
	
              8.7          Qualified
      Plan

            	
              16

            
	 
      	 
      
	
              8.8          Unclaimed
      Benefit

            	
              17

            
	 
      	 
      
	
              8.9          Limitations
      on Liability

            	
              17

            
	 
      	 
      
	
              8.10        Duties
      of Participants, Beneficiaries, and Surviving Spouses

            	
              17

            
	 
      	 
      
	
              8.11        Taxes
      and Withholding

            	
              17

            
	 
      	 
      
	
              8.12        Treatment
      for other Compensation Purposes

            	
              17

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I.   INTRODUCTION

     

    1.1 Restatement of
Plan.  Olin
Corporation (the “Company”) hereby amends and restates the Olin Supplementary
and Deferral Benefit Pension Plan effective as of October 24,
2008.  The provisions of this restated Plan are generally only
applicable to Participants in the employ of the Company on or after the
effective date of such provisions. Participants who terminated prior to that
date (or the Surviving Spouses or Beneficiaries of such Participants) shall be
eligible for benefits, if any, under the terms of the Plan then in effect, or as
subsequently amended such that the amended terms apply to such
persons.

     

    1.2 Purpose of
Plan.  The
purpose of this Plan is to provide benefits to certain current and former
salaried employees of the Company and other Employing Companies whose benefits
(“Qualified Plan Benefits”) under the Olin Corporation Employees Pension Plan
(the “Qualified Plan”) are limited (i) by Section 415 of the Internal Revenue
Code of 1986, as amended (the “Code”), (ii) by the limitations on compensation
that can be taken into account in calculating Qualified Plan Benefits under
Section 401(a)(17) of the Code, and (iii) by the inability to include in
compensation for Qualified Plan Benefits any salary and awards of management
incentive compensation that have been deferred by Participants into
non-qualified plans or arrangements.  These limitations are
collectively referred to herein as “Benefit Limitations”.  This Plan is
intended to provide such Participants and their Beneficiaries with benefits
(“Supplemental Pension Benefits”) equal to the difference between what
their Qualified Plan Benefits would be absent the Benefit Limitations, and
what their Qualified Plan Benefits would be with the imposition of the
Benefit Limitations.

     

    1.3 Nature of
Plan.  This
Plan is divisible into two components: that portion which provides for benefits
in excess of the Code Section 415 limits and, therefore, is intended to qualify
for the “excess benefit plan” exemption from the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and that portion which provides for
benefits in excess of applicable compensation limits and applicable compensation
exclusions under the Qualified Plan, and is intended to be a supplemental
executive retirement plan for a select group of management or highly compensated
employees.

     

    1.4 Freeze of the Plan as of
December 31, 2007.  Notwithstanding
anything in the Plan (including, without limitation, Article III) to the
contrary, the Plan was frozen with respect to Participants effective as of
December 31, 2007.  The freeze of the Plan corresponded to a similar
freeze of the Qualified Plan as of the same date.  Participants will
be eligible to accrue benefits under the Plan through December 31, 2007 but will
not accrue any additional benefits under the Plan after that
date.  Service by Participants after December 31, 2007 will count
toward meeting the eligibility requirements for commencing a Plan benefit
(including early retirement benefits), but not toward the determination of any
benefit amount under the Plan.  Additionally, compensation earned by
Participants after 2007 will not count toward the determination of any benefit
amounts under the Plan.

     

    Benefits
(if any) will be paid to Participants at such time a Participant is eligible to
begin to receive benefits under the applicable terms of the Plan, and shall be
subject to any applicable early retirement reductions, payment form adjustments
or other adjustments as otherwise provided herein.

     

    
      
        
        

      

      
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    Notwithstanding
the preceding paragraphs and the general freeze of the Plan, certain
Participants who transferred to Primex Technologies, Inc. or its affiliates
(“Primex”) will continue to accrue benefits after December 31, 2007, due to
compensation with Primex (or, after January 25, 2001, General Dynamics
Corporation and its affiliates (or any successor thereafter)) earned after 2007
being required to be taken into consideration under the Qualified Plan for such
persons.

     

    1.5 Code Section
409A.  This
restatement of the Plan set forth herein is intended to comply with the
applicable requirements of Code Section 409A, as set out by the American Jobs
Creation Act of 2004 and supplemented by the additional guidance provided by the
Treasury Department.  As of the restatement date, the Participants in
the Plan can be split into three categories:

     

    (i) Participants
(or Surviving Spouses or Beneficiaries) who have already commenced Supplemental
Pension Benefits (including those who have been paid in full) (the “Retired
Participants”),

     

    (ii) terminated
vested Participants not yet in pay status whose Supplemental Pension Benefits
are determined under Code Section 409A to be completely (x) attributable to
amounts deferred in taxable years beginning before January 1, 2005, and (y) not
subject to Code Section 409A (the “Grandfathered Participants”),
and

     

    (iii) all other
Participants (the “409A Participants”).

     

    Retired
Participants shall be unaffected by the restatement and shall continue to
receive Plan benefits, if any, pursuant to the prior terms of the Plan
applicable to them.  Grandfathered Participants and 409A Participants
(and their applicable Surviving Spouses or Beneficiaries) shall be paid Plan
benefits, if any, in the time and form of payment as determined under the terms
of the restated Plan.

     


    
      
         


      

      
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    ARTICLE
II.   ELIGIBILITY

     

    2.1 Participation.  Any
Employee who is eligible to receive a Qualified Plan Benefit from the Company,
the amount of which is reduced by reason of the application of a Benefit
Limitation shall be eligible to receive a Supplemental Pension Benefit as
provided in this Plan.  Notwithstanding the foregoing, participation
in the Plan was frozen as of December 31, 2007 and no new Participants shall be
permitted after such date.

     

    2.2 Transfer of Arch Employees
and Reserves.  As
of February 8, 1999, the effective date of the spin-off of Arch Chemicals, Inc.
(“Arch”) from the Company (the “Arch Spin-off Date”), the employment of certain
Company employees, who were defined as “Arch Employees” within the meaning of
the Employee Benefits Allocation Agreement as of the same date, was transferred
to Arch or its affiliated companies. Those Arch Employees who had been
participating in this Plan immediately commenced participation in a
non-qualified pension plan of Arch (the “Arch Plan”), and Olin transferred to
Arch the reserves reflecting the value of the accrued liabilities of such
employees under this Plan; provided however that no transfer occurred with
respect to an Arch Employee until such Employee released Olin and its
affiliates, and the Plan, from any liability or claim for benefits with respect
to such Employee’s participation in this Plan.  From and after the
Arch Spin-off Date, neither Olin nor this Plan shall have any liability with
respect to the former participation by such Arch Employees in this
Plan.  References to the Arch Plan in this Plan are descriptive only,
and neither the Company nor this Plan guaranties any payments or rights under
the Arch Plan.

     


    
      
         


      

      
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    ARTICLE
III.   CALCULATION OF BENEFITS.

     

    3.1 Amount of
Benefit. The
Supplemental Pension Benefit payable to a Participant shall be a monthly amount
equal to the difference between (a) and (b) below:

     

    (a) the
monthly amount of the Qualified Plan Benefit to which the Participant would have
been entitled had such benefit been calculated (i) with the applicable
compensation including deferrals of regular salary and awards under the
management incentive plan into non-qualified plans, and (ii) without regard to
the Benefit Limitations imposed by Sections 415 and 401(a)(17) of the Code;
and

     

    (b) the
monthly amount of the Qualified Plan Benefit actually payable to the
Participant.

     

    The
amounts described in (a) shall be calculated as of the date that the Participant
terminates service with the Company and all other Employing Companies (or
December 31, 2007, if earlier), in the form of a single life annuity payable
over the lifetime of the Participant commencing at his Normal Retirement Date
(or, if later, his actual retirement date); provided, however, that the
applicable calculation date for a Participant who transferred to Primex who
continues to accrue benefits under the Qualified Plan after December 31, 2007
shall be the date such Participant terminates with Primex.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE
IV.   PAYMENT OF BENEFITS.

     

    4.1 409A
Participants.

     

    (a) Benefit Commencement
Date.  A 409A Participant shall commence Supplemental Pension
Benefits upon the later of (i) termination of employment with the Company and
(ii) age 55 if the 409A Participant has at least ten (10) Years of Creditable
Service (as defined in the Qualified Plan) at the time of such termination or
age 65 if the 409A Participant has less than ten (10) Years of Creditable
Service at the time of such termination.  Notwithstanding the
preceding sentence, any 409A Participant who has completed at least seven (7)
Years of Creditable Service and who is at least age fifty-two (52) and less than
age fifty-five (55) on the date his service is terminated by the Company
(without taking into account any severance period) other than (i) for cause or
(ii) as a result of a voluntary termination, shall commence Supplemental Pension
Benefits upon the later of (i) age 55 or (ii) the date such 409A Participant
would have obtained ten (10) Years of Creditable Service had such person
continued working.

     

    In the
case of 409A Participants who transfer directly at the time of the applicable
sale to Global Brass and Copper Acquisition Co. (“Global”) or spin-off of Primex
(or who, in the case of Primex only, transfer directly to Primex within five (5)
years of the spin-off of Primex), “termination of employment with the Company”
or “terminated by the Company” under the prior paragraph shall be construed to
mean termination of service from or by the transferee
employer.  Service with Global (and their affiliates, and/or any
successor thereto) or Primex (or, after January 25, 2001, General Dynamics
Corporation and its affiliates (or any successor thereafter)) shall be credited
toward Years of Creditable Service for purposes of determining benefit
commencement timing, but shall not be considered for the purpose of calculating
the amount of the benefit under this Plan.

     

    (b) Form of Payment
Election.  For the transition period beginning January 1, 2008
and ending December 31, 2008, any 409A Participant may elect to have his
Supplemental Pension Benefits payable in (i) a single lump sum or (ii) any
annuity optional form of payment then currently available to the 409A
Participant (assuming he was retirement eligible) under the Qualified
Plan.  Such payment election shall be made in accordance with Code
Section 409A (and applicable Internal Revenue Service transition relief) and
subject to the following provisions.  After December 31, 2008, any
then effective transition payment election shall be irrevocable for the duration
of a 409A Participant’s participation in the Plan except as set forth in
paragraph (d) below.  No payment election made in 2008 under this
transition relief will apply to Supplemental Pension Benefits that would
otherwise be payable in 2008, nor may such election cause Supplemental Pension
Benefits to be paid in 2008 that would not otherwise be payable in
2008.  No payment election under this transition relief may be made
retroactively, or when Supplemental Pension Benefit payments are
imminent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c) Timely Election
Failure.  Failure to make a timely form of payment election as
provided in paragraph (b) above will result in such 409A Participant being
deemed to have elected a single lump sum payment with respect to his
Supplemental Pension Benefits.  Such deemed election shall be
irrevocable for the duration of a 409A Participant’s participation in the Plan
except as set forth in paragraph (d) below.   To the extent that
a 409A Participant elects to receive an annuity optional form of payment, but
does not timely elect the specific annuity optional form of payment as provided
herein, such 409A Participant shall be deemed to have elected a single life
annuity if single or shall be deemed to have elected a 50% joint and survivor
annuity if married (with the spouse as beneficiary).

     

    (d) Subsequent Change in Form of Payment
Election.  A 409A Participant may change the form of payment
election with respect to the his Supplemental Pension Benefits so long as: (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 in paragraph (a)
is deferred for a period of five (5) years.

     

    Notwithstanding
the foregoing, to the extent that a 409A Participant’s payment form election
with respect to his Supplemental Pension Benefits is a “life annuity” (as
defined under Code Section 409A), the 409A Participant may change such election
to any annuity optional form of payment then currently available to the 409A
Participant (assuming he was retirement eligible) under the Qualified Plan
provided that:

     

    (1) such
optional form is also a “life annuity” (as defined under Code Section 409A)
which is actuarially equivalent (as determined under Code Section
409A);

     

    (2) such
election to change is timely made before the first scheduled annuity payment
date of the original election; and

     

    (3) such
first scheduled annuity payment date does not change as a result of the new
election.

     

    (e) Election
Forms.  The elections with respect to a 409A Participant’s
Supplemental Pension Benefits (including the change in payment election
provisions under paragraph (d) above) provided shall be made on a form approved
by the Committee and filed with the Committee in the time and manner prescribed
by the Committee.

     

    (f) Six Month Delay
Rule.  If, at the time the 409A Participant becomes entitled to
Supplemental Pension Benefit payments under the Plan, the 409A Participant is a
Specified Employee (as defined and determined under Code Section 409A), then,
notwithstanding any other provision in the Plan to the contrary, the following
provision shall apply.  No Supplemental Pension Benefit payments
considered deferred compensation under Code Section 409A, which are payable upon
a 409A Participant’s termination as determined under Code Section 409A and not
subject to an exception or exemption thereunder, shall be paid to the 409A
Participant until the date that is six (6) months after the 409A Participant’s
termination.  Any such Supplemental Pension Benefit payments that
would otherwise have been paid to the 409A Participant during this six-month
period shall instead be aggregated and paid to the 409A Participant on the date
that is six (6) months after the 409A Participant’s termination.  Any
Supplemental Pension Benefit payments to which the 409A Participant is entitled
to be paid after the date that is six (6) months after the 409A Participant’s
termination shall be paid to the 409A Participant in accordance with the
applicable terms of this Plan.

     

    
      
        
        

      

      
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    (g) Payments.  Notwithstanding
anything in the foregoing, a Supplemental Pension Benefit  payment
shall be paid (or commence to be paid) on or as soon as practicable after the
date determined pursuant to the above but not later than 60 days after such
date.

     

    (h) Adjustments.  A
409A Participant’s Supplemental Pension Benefits shall be subject to early
retirement reductions based upon the applicable benefit commencement date and
shall also be subject to any applicable actuarial adjustments based on the
applicable optional form of payment chosen by such 409A
Participant.   Such early retirement reduction factors,
conversion factors and actuarial adjustments shall be the same as those
specified in the Qualified Plan for Qualified Plan Benefits; provided, however,
that in the case of a 409A Participant who elects the single lump sum payment
form, the single lump sum payment shall be determined using an annuity purchase
rate based upon a discount rate equal to the rate for a zero coupon Treasury
strip (determined approximately at the time that the single lump sum payment is
to be made) with a maturity that approximates the 409A Participant’s life
expectancy determined as of the date the payment is scheduled to be
made.

     

    In the
case of a 409A Participant whose Qualified Plan Benefits commence at a date
later than his Supplemental Pension Benefits, the Plan shall provide for the
payment of the 409A Participant’s estimated Qualified Plan Benefits until such
time as the 409A Participant actually commences his Qualified Plan Benefits, at
which time the amount of the 409A Participant’s Supplemental Pension Benefits
shall be reduced dollar for dollar, but not below $0, by the amount of the
Qualified Plan Benefits ultimately payable to the 409A Participant.

     

    4.2 Grandfathered
Participants.  Any
Grandfathered Participant shall commence benefits under this Plan at the same
time and in the same form of payment as his Qualified Plan Benefits; provided,
however, that his benefit hereunder shall subject to the actuarial
reductions that would be applicable under the Qualified Plan.

     

    
      
        
        

      

      
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    4.3 Death
Benefits.

     

    (a) The
Beneficiary of a Participant who dies after commencing Supplemental Pension
Benefit payments under Sections 4.1 or 4.2 of this Plan shall receive a death
benefit under this Plan only if the form of payment selected by, or in force
with respect to, the Participant under this Plan provides for a death
benefit.  No death benefit shall be payable to a Beneficiary if the
Participant received a single lump sum payment of his Supplemental Pension
Benefits.  Notwithstanding the foregoing, to the extent that a
Participant dies during the six month delay period imposed under Section 4.1(f),
the amount the Participant would have otherwise received prior to his death
absent such delay shall be paid to his Beneficiary.

     

    For
purposes of this Plan, a Participant’s Beneficiary shall be the beneficiary
designated or determined under the terms of the under the Qualified Plan;
provided, however, a 409A 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 409A
Participant for purposes of this Plan, in which case the subsequent designation
will supersede any designation of a beneficiary under the Qualified Plan for
purposes of this Plan.  A Grandfathered Participant shall not be
permitted to designate a beneficiary pursuant to the preceding
proviso.

     

    For
purposes of this Section 4.3, whether a Participant has “commenced” benefits
shall be determined without regard to Section 4.1(f).

     

    (b) If a
Grandfathered Participant dies prior to commencement of his Qualified Plan
Benefits (and, consequently, his Supplemental Pension Benefits) under
circumstances in which a pre-retirement survivor annuity is payable under the
Qualified Plan, then a benefit shall be payable under this Plan to a Surviving
Spouse in a monthly amount that shall be equal to the difference
between

     

    (i) the
monthly amount of the Qualified Plan pre-retirement survivor benefit to which
the Surviving Spouse would have been entitled under the Qualified Plan had such
benefit been calculated (i) with the applicable compensation including deferrals
of regular salary and awards under the management incentive plan into
non-qualified plans, and (ii) without regard to the Benefit Limitations imposed
by Sections 415 and 401(a)(17) of the Code; and

     

    (ii) the
monthly amount of the Qualified Plan pre-retirement survivor benefit that is
actually payable to the Surviving Spouse.

     

    Such
benefits to the Surviving Spouse under this Plan shall be paid at the same time
and in the same form of payment as the Qualified Plan pre-retirement survivor
benefit to such person; provided, however, that such benefit hereunder shall
subject to the early retirement reduction factors, conversion factors and
actuarial adjustments that would be applicable under the Qualified
Plan.

     

    
      
        
        

      

      
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    (c) If a 409A
Participant dies prior to commencement of his Supplemental Pension Benefits, his
Surviving Spouse shall receive a monthly benefit for life commencing as of the
first day of the month following month in which the 409A Participant’s death
occurs, or if later, commencing as of the first day of the month following month
in which the 409A Participant would have turned age 55.  The monthly
amount shall be equal to the benefit the Surviving Spouse would have received
assuming the 409A Participant had elected a 50% joint and survivor annuity with
his spouse as the beneficiary, terminated employment on his date of death, lived
to and commenced benefits on the benefit commencement date, and then died
immediately after commencement.

     

    (d) For
purposes of this Plan, the term “Surviving Spouse” shall mean the person to whom
a Participant is validly married at the date of his death, as evidenced by a
marriage certificate issued in accordance with state law; provided however, that
(i) if a Participant’s spouse at his or her death was not the Participant’s
spouse at least 12 months prior to the Participant’s death, such person shall
not constitute a Surviving Spouse and no benefits to such person shall be paid
under Sections 4.3(b) and (c), (ii) common law marriages shall not be recognized
hereunder, and (iii) the term “spouse” for purposes of this Plan shall include a
“Domestic Partner” as such term is defined and determined under the Qualified
Plan.

     

    4.4 Benefit Upon a Change in
Control or 409A Change in Control.

     

    (a) Lump Sum
Payment.  The sale
or spin-off, as applicable, of the Olin Brass division, Chase Brass and Copper
Company, Primex and Arch from Olin shall not be deemed to be a Change in
Control or 409A Change in Control entitling any Participant, Surviving Spouse or
Beneficiary herein to benefits under this Plan.

     

    Notwithstanding
any other provision of the Plan, upon a Change in Control, each Grandfathered
Participant and Retired Participant (or if applicable, their Surviving Spouses
or Beneficiaries) covered by the Plan shall automatically be paid a single lump
sum amount in cash by the Company sufficient to purchase an annuity which shall
provide such person with the same monthly after-tax benefit as he would have
received under the Plan based on the benefits accrued (or payable) to such
person hereunder as of the date of the Change in Control.

     

    Notwithstanding
any other provision of the Plan, upon a 409A Change in Control, each 409A
Participant (or if applicable, his Surviving Spouse or Beneficiaries) covered by
the Plan shall automatically be paid a single lump sum amount in cash by the
Company sufficient to purchase an annuity which shall provide such person with
the same monthly after-tax benefit as he would have received under the Plan
based on the benefits accrued (or payable) to such person hereunder as of the
date of the 409A Change in Control.

     

    Payment
under this Section shall not in and of itself terminate the Plan, but such
payment shall be taken into account (as an actuarially equivalent offset) in
calculating benefits under the Plan which may otherwise become due the
Participant (or if applicable, his Surviving Spouse or Beneficiaries)
thereafter.

     

    
      
        
        

      

      
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    (b) No
Divestment.  If a
Participant is removed from participation in the Plan after a Change of Control
or 409A Change of Control has occurred, in no event shall his benefit accrued
prior thereto be adversely affected.

     

    Following
a Change-of-Control or 409A Change-of-Control, no action shall be taken under
the Plan that will cause any benefits payable to a Grandfathered Participant or
Retired Participant (or their applicable Surviving Spouses or Beneficiaries) to
be subject to Code Section 409A coverage, or cause any benefits payable to a
409A Participant (or his Surviving Spouse or Beneficiary) to fail to comply in
any respect with Code Section 409A, in either case without the written
consent of the Participant, Surviving Spouse, or Beneficiary (as
applicable).

     

    (c) Change of Control
Defined.  For purposes of the Plan, a “Change in Control” shall
be deemed to have occurred if

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (d) 409A Change in Control
Defined.  For purposes of the Plan, a “409A Change in Control”
shall have the same meaning ascribed to “Change of Control” under the Olin
Corporation Supplemental Contributing Employee Ownership Plan.

     

    (e) Arbitration.  Any
dispute or controversy arising under or in connection with the Plan subsequent
to a Change in Control or 409A Change in Control shall be settled exclusively by
arbitration at Olin’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.

     


    
      
         


      

      
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    ARTICLE
V.   FUNDING

     

    5.1 Unfunded
Plan.  This
Plan shall be unfunded at all times.  All payments under this Plan
shall be made from the general assets of the Company.  No provision
shall at any time be made with respect to segregating any assets of the Company
for payment of benefits hereunder.  No Participant, Surviving Spouse
or any other Beneficiary shall have any interest in any particular assets of the
Company by reason of the right to receive a benefit under this Plan and shall
have the rights only of a general unsecured creditor of the Company with respect
to any rights under the Plan.

     

    5.2 Liability for
Payment.  The
Company shall pay the benefits provided under this Plan with respect to
Participants who are employed, or were formerly employed by it during their
participation in the Plan.  The obligations of the Company shall not
be funded in any manner.

     

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

     

    5.4 Anti-alienation.  No
interest of any person or entity in, or right to receive a benefit 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 benefit 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.

     


    
      
         


      

      
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    ARTICLE
VI.  PLAN ADMINISTRATION

     

    6.1 Plan
Administrator.  The
Company hereby appoints the Benefit Plan Review Committee (or any successor or
replacement committee) as the Plan Administrator (the “Plan Administrator” or
“Committee”).

     

    6.2 Powers, Duties and
Responsibilities.  Except
for those powers expressly reserved to the Board of Directors (or committee
thereof), the Plan Administrator shall have all power to administer the Plan for
the exclusive benefit of the Participants, Surviving Spouses and Beneficiaries,
in accordance with the terms of the Plan.  The Plan Administrator
shall have the absolute discretion and power to determine all questions arising
in connection with the administration 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; provided, however, that such interpretation or construction shall be
consistent with the intent of the Plan.

     

    The Plan
Administrator shall:

     

    (a) compute
the amount and kind of benefits (if any) to which any Participant, Surviving
Spouse or Beneficiary shall be entitled hereunder;

     

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

     

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

     

    (d) interpret
the provisions of the Plan;

     

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

     

    (f) communicate
to Participants, Surviving Spouses and 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.

     

    6.3 Records and
Reports.  The
Plan Administrator shall keep a record of all actions taken and shall keep such
other books of account, records and other information that the Committee may
deem necessary or desirable for proper administration of the
Plan.  

     

    
      
        
        

      

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

     

    6.5 Indemnification of
Members.  The
Company shall indemnify and hold harmless any member of the 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.

     

    6.6 Construction of Plan
Terms.  All
terms not specifically defined under this Plan shall have the meaning ascribed
to such term under the Qualified Plan where applicable.

     

    6.7 409A
Compliance.  To
the extent any provision of the Plan or action by the Committee or Company would
subject any Participant to liability for interest or additional taxes under Code
Section 409A, or make Supplemental Pension Benefits payable to Grandfathered
Participants and Retired Participants subject to Code Section 409A, it will be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.  It is intended that the Plan will comply with Code Section
409A to the extent applicable, and that the Supplemental Pension Benefits
payable to Grandfathered Participants and Retired Participants be exempt from
Code Section 409A coverage, 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 Committee in order to
preserve compliance with Code Section 409A and to maintain Code Section 409A
exemption for the Supplemental Pension Benefits payable to Grandfathered
Participants and Retired Participants.

     

    For
purposes of this Plan with respect to Supplemental Pension Benefits payable to
409A Participants, 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 (provided that no separation of service shall be deemed to
occur on result of an individual’s death).

     

    The
preceding shall not be construed as a guarantee of any particular tax effect for
Plan benefits.  A Participant (or Surviving Spouse 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 Affiliate) shall have no obligation to indemnify
or otherwise hold a Participant (or Surviving Spouse or Beneficiary) harmless
from any or all of such taxes or penalties.

     


    
      
         


      

      
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    ARTICLE
VII.   TERMINATION AND AMENDMENT

     

    7.1 Amendment or
Termination.  The
Company may amend or terminate the Plan at any time, in whole or in part, by
action of its Board of Directors or any duly authorized committee or
officer.  No amendment or termination of the Plan shall adversely
affect the vested benefits payable hereunder to any Participant (or Surviving
Spouse or Beneficiary) for service rendered prior to the effective date of such
amendment or termination.

     


    
      
         


      

      
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    ARTICLE
VIII.  MISCELLANEOUS

     

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

     

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

     

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

     

    8.4 Governing
Law.  To
the extent that state law has not been preempted by the provisions of ERISA or
any other laws of the United States heretofore or hereafter enacted, this Plan
shall be construed and administered under the laws of the Commonwealth of
Virginia (without giving effect to its principles of conflicts of
law).

     

    8.5 No Enlargement of Employee
Rights.  No
Participant, Surviving Spouse, or Beneficiary shall have any right to a benefit
under the Plan except in accordance with the terms of the
Plan.  Establishment of the Plan shall not be construed to give any
Participant the right to be retained in the service of the Company, nor to
create or confer on any Participant the right to receive future benefit accruals
hereunder 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 Participant’s service at any time with or
without cause or notice, whether or not such termination results in any adverse
effect on the Participant’s interests under the Plan.

     

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

     

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

     

    
      
        
        

      

      
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    8.8 Unclaimed
Benefit.  Each
Participant shall keep the Company informed of his current address and the
current address of his spouse and/or Beneficiary.  The Company shall
not be obligated to search for the whereabouts of any person.  If the
location of a Participant is not made known to the Company within three
(3) years after the date on which payment of the Participant’s Supplemental
Retirement Benefit would otherwise be made or commence, payment may be made as
though the 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 Participant, the
Company is unable to locate any Surviving Spouse or Beneficiary for the
Participant, then the Company shall have no further obligation to pay any
benefit hereunder to such Participant, Surviving Spouse, Beneficiary or any
other person and such benefit shall be irrevocably forfeited.

     

    8.9 Limitations on
Liability.  Notwithstanding
any other provision of the Plan, neither the Company, the Committee nor any
individual acting as an employee or agent of the Company shall be liable to any
Participant, former Participant, Surviving Spouse, Beneficiary, or any other
person for any claim, loss, liability or expense incurred in connection with the
Plan.

     

    8.10 Duties of Participants,
Beneficiaries, and Surviving Spouses.  A
Participant, Surviving Spouse or Beneficiary shall, as a condition of receiving
benefits under this Plan, be obligated to provide the Committee with such
information as the Committee shall require in order to calculate benefits under
this Plan or otherwise administer the Plan.

     

    8.11 Taxes and
Withholding.  As
a condition to any payment or distribution pursuant to the Plan, the Company may
require a Participant (or as applicable, the Surviving Spouse or Beneficiary) 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 Participant (or as applicable, the Surviving
Spouse or Beneficiary) thereunder.  The Company may deduct or withhold
such sum from any payment or distribution to the Participant (or as applicable,
the Surviving Spouse or Beneficiary).

     

    8.12 Treatment for other
Compensation Purposes.  Payments
received by a Participant (or as applicable, the Surviving Spouse or
Beneficiary) under the Plan shall not be deemed part of a 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.

     


    
      
         


      

      
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