srexecpp102408.htm


    Exhibit
10.1

     

    OLIN
SENIOR EXECUTIVE PENSION PLAN

     

    (Amended
and Restated as of October 24, 2008)

     

    Table of
Contents

     

    
      	 
      	
              Page

            
	
              Article I. The Plan

            	
              1

            
	
              1.1          Establishment and
      Restatement of Plan

               

            	
              1

            
	
              1.2          Purpose

               

            	
              1

            
	
              1.3          Freeze of the Plan as of
      December 31, 2007

               

            	
              1

            
	
              1.4          Code Section
      409A

               

            	
              1

            
	
              Article II. Eligibility

            	
              2

            
	
              2.1          Participation

               

            	
              2

            
	
              2.2          Transfer
      of Arch Employees and Reserves

               

            	
              2

            
	
              Article III. Benefits

            	
              3

            
	
              3.1          Benefit Formula

               

            	
              3

            
	
              Article
      IV. Payment of Benefits

            	
              4

            
	
              4.1          409A Participants

               

            	
              4

            
	
              4.2          Grandfathered Participants

               

            	
              6

            
	
              4.3          Surviving Spouse Benefit

               

            	
              7

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

               

            	
              7

            
	
              Article
      V. Funding

            	
              9

            
	
              5.1          Unfunded Plan

               

            	
              9

            
	
              5.2          Liability for Payment

               

            	
              9

            
	
              5.3          No Guaranty of Payment

               

            	
              9

            
	
              5.4          Anti-alienation

               

            	
              9

            
	
              Article
      VI. Plan Administration

            	
              10

            
	
              6.1          Plan Administrator

               

            	
              10

            
	
              6.2          Powers, Duties and Responsibilities

               

            	
              10

            
	
              6.3          Records and Reports

               

            	
              10

            
	
              6.4          Appointment of Advisors

               

            	
              10

            
	
              6.5          Indemnification of Members

               

            	
              11

            
	
              6.6          409A Compliance

               

            	
              11

            
	
              Article
      VII. Termination and Amendment

            	
              12

            
	
              7.1          Amendment or Termination

               

            	
              12

            
	
              Article
      VIII. Miscellaneous

            	
              13

            
	
              8.1          Gender and Number

               

            	
              13

            
	
              8.2          Action by the Company

               

            	
              13

            
	
              8.3          Headings

               

            	
              13

            
	
              8.4          Governing
      Law

               

            	
              13

            
	
              8.5          No
      Enlargement of Employee Rights

               

            	
              13

            
	
              8.6          Incompetency

               

            	
              13

            
	
              8.7          Olin
      Employees Pension Plan

               

            	
              13

            
	
              8.8          Unclaimed
      Benefit

               

            	
              14

            
	
              8.9          Limitations
      on Liability

               

            	
              14

            
	
              8.10       
      Duties of Participants and Surviving Spouses

               

            	
              14

            
	
              8.11       
      Taxes and Withholding

               

            	
              14

            
	
              8.12       
      Treatment for other Compensation Purposes

               

            	
              14

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I.   INTRODUCTION

     

    1.1 Establishment and
Restatement of Plan.  Olin
Corporation (the “Company” or “Olin”) hereby amends and restates its Olin Senior
Executive Pension Plan (the “Plan”).  The Plan was originally adopted
by Olin’s Board of Directors on September 27, 1984, amended from time to time
thereafter and is now amended and restated, 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 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.  The
purpose of this Plan is to attract and retain a management group capable of
assuring Olin’s future success by providing them with supplemental retirement
income under this Plan.  This Plan is intended to be an unfunded,
nonqualified deferred compensation plan for a select group of management or
highly compensated employees.

     

    1.3 Freeze of the Plan as of
December 31, 2007.  Notwithstanding
anything in the Plan (including, without limitation, Article III) to the
contrary, the Plan is hereby frozen with respect to Participants effective as of
December 31, 2007.  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.

     

    1.4 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) who have already commenced Plan benefits (including those
who have been paid in full) (the “Retired Participants”),

     

    (ii) terminated
vested Participants not yet in pay status whose Plan 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) shall be paid Plan benefits, if any, in
the time and form of payment as determined under the terms of the restated
Plan.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ARTICLE
II.  ELIGIBILITY

     

    2.1 Participation.  Participation
in the Plan was frozen as of December 31, 2007 and no new Participants shall be
permitted after such date.  As provided hereinafter, the Compensation
Committee of the Company’s Board of Directors (“Compensation Committee”) shall
have the power to remove any Participant from the Plan, whether or not he or she
has begun to receive benefits hereunder.

     

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

     

    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.  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.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ARTICLE
III.   BENEFITS

     

    3.1 Benefit
Formula. Upon
retirement, as hereinafter provided and subject to Section 1.3, a Participant
shall be entitled to receive an annual “Retirement Allowance Benefit” equal to
the lesser of (a) and (b) below:

     

    (a) three
percent (3%) of the Participant’s Average Compensation, multiplied by his Years
of Benefit Service credited while the employee was a Participant in this Plan,
plus one and one-half percent (1.5%) of the Participant’s Average Compensation
multiplied by his Years of Benefit Service credited under all qualified plans of
Olin Corporation or its affiliates while the employee was not a Participant in
this Plan, provided that the resulting percentage of Average Compensation shall
be reduced by one-third of one percent (1/3%) for each month by which the
Participant’s benefits begin prior to his sixty-second (62nd) birthday;
reduced
by the sum of

     

    (i) the
Participant’s annual retirement allowance payable from all Olin qualified and
nonqualified defined benefit pension plans of the Company and all Employing
Companies, including, without limitation, the Olin Corporation Employees Pension
Plan which was previously known as the Nonbargaining Employees’ Pension Plan of
Olin Corporation and prior to that as the Olin Salaried Pension Plan (all such
plans being collectively referred to in this Plan as the “Olin Employees Pension
Plan”), and the equivalent actuarial value of any other arrangement with the
Company which the Plan Administrator, in its sole discretion, determines to be a
pension supplement (collectively referred to hereinafter as the “Other Olin
Plans”) ; and

     

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

     

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

     

    (i) the
amount of annual retirement benefits from the Olin Employees Pension Plan and
all Other Olin Plans and all qualified and non-qualified deferred compensation
plans of the Participant’s previous and subsequent employers; and

     

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

     

    (c) For
purposes of this benefit formula, “Average Compensation”, “Years of Benefit
Service”, and “Primary Social Security Benefit” shall have the same definition
as that contained in the Olin Employees Pension Plan; provided, however, that
(i) Average Compensation under this Plan shall include deferred amounts of
regular salary and deferrals under management incentive plans (other than the
Performance Share Programs and other long-term incentive and long-term bonus
plans); (ii) in calculating Average Compensation, executive severance which is
payable to certain Participants under employment agreements shall be treated as
if paid over the number of months used to calculate the amount of such
severance, even if such severance is received in a lump sum; (iii) Average
Compensation shall be calculated without regard to the dollar limitations
imposed by Section 401(a)(17) of the Internal Revenue Code; and (iv) Years of
Benefit Service shall include service imputed as a result of treating executive
severance as having been received over the number of months used to calculate
such severance.  Notwithstanding the preceding, the Plan was frozen as
of December 31, 2007, and Average Compensation, Years of Benefit Service and
Primary Social Security Benefit shall all be determined as of December 31, 2007
(or such earlier date as applicable).

     

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

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ARTICLE
IV.   PAYMENT OF BENEFITS

     

    4.1 409A
Participants.

     

    (a) Benefit Commencement
Date.  A 409A Participant shall commence Retirement Allowance
Benefits upon termination of employment with the Company if such 409A
Participant is at least age 55 at time of termination, or shall commence at age
65 if such 409A Participant is less than age 55 at time of
termination.  Notwithstanding the preceding sentence, any 409A
Participant who has completed at least seven (7) Years of Creditable Service (as
defined in the Olin Employees Pension Plan) 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
Retirement Allowance 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”), “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 Global
(and their affiliates, and/or any successor thereto).  Service with
Global (and their affiliates, and/or any successor thereto) shall be credited
toward Years of Creditable Service for purposes of determining benefit
commencement timing, but shall not be treated as “Years of Benefit Service” 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
Retirement Allowance 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 Olin Employees
Pension 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 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 Retirement Allowance Benefits that would otherwise be payable in
2008, nor may such election cause Retirement Allowance 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 Retirement
Allowance Benefits payments are imminent.

     

    (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 Retirement
Allowance 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).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (d) Subsequent Change in Form of Payment
Election.  A 409A Participant may change the form of payment
election with respect to the his Retirement Allowance 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 Retirement Allowance 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
Participant (assuming he was retirement eligible) under the Olin Employees
Pension 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
Retirement Allowance Benefits (including the change in payment election
provisions under paragraph (d) above) 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
Retirement Allowance 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 Retirement Allowance 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 Retirement Allowance 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
Retirement Allowance 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (g) Payments.  Notwithstanding
anything in the foregoing, a Retirement Allowance 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 Retirement Allowance 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 Olin Employees Pension Plan; 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 (and such single
lump sum payment shall be adjusted for married participants to reflect the
subsidy provided in the following proviso); provided, further, that in the case
of a 409A Participant who elects a joint and 50% survivor annuity with the 409A
Participant’s spouse as the joint annuitant, there shall be no actuarial
reduction for the death benefit protection; and provided, further, that in the
case of a 409A Participant who elects one of the other joint and survivor
annuity options with the 409A Participant’s spouse as the joint annuitant, the
benefit amounts payable shall be actuarial equivalent to the joint and 50%
survivor annuity determined under the previous proviso.

     

    4.2 Grandfathered
Participants.  Any
Grandfathered Participant shall commence benefits under this Plan at age 65 and
may elect at such time to have his Retirement Allowance Benefits payable in any
annuity optional form of payment then currently available to the
Grandfathered Participant (assuming he was then retirement eligible) under the
Olin Employees Pension Plan; provided, however, that his Retirement Allowance
Benefits will be calculated assuming that the Grandfathered Participant did not
commence benefits under the Olin Employees’ Pension Plan until reaching age 65,
even though his actual commencement date under the Olin Employees Pension Plan
may have been earlier.  The election of the form of annuity shall be
made anytime prior to the scheduled commencement date.  A
Grandfathered Participant’s Retirement Allowance Benefits shall be subject to
any applicable actuarial adjustments based on the applicable annuity optional
form of payment chosen by such Grandfathered Participant.   Such
conversion factors and actuarial adjustments shall be the same as those
specified in the Olin Employees Pension Plan; provided, however, that in the
case of a 409A Participant who elects a joint and 50% survivor annuity with the
Participant’s spouse as the joint annuitant, there shall be no actuarial
reduction for the death benefit protection; and provided, further, that in the
case of a Grandfathered Participant who elects one of the other joint and
survivor annuity options with the Grandfathered Participant’s spouse as the
joint annuitant, the benefit amounts payable shall be actuarial equivalent to
the joint and 50% survivor annuity determined under the previous
proviso.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    4.3 Surviving Spouse
Benefit.

     

    (a) The
Surviving Spouse of a Participant who dies after commencing Retirement Allowance
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 Surviving Spouse if
the Participant received a single lump sum payment of his Retirement Allowance
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 Surviving Spouse (or estate if
applicable).  For purposes of this Section 4.3, whether a Participant
has “commenced” benefits shall be determined without regard to Section
4.1(f).

     

    (b) The
Surviving Spouse of any Participant who dies prior to commencing Retirement
Allowance Benefit payments shall be entitled to receive a benefit equal to 50%
of the benefit that the Participant would have been entitled to had he survived
to the earliest date on which he could commence benefits hereunder, and retired
and commenced monthly benefits (in the form of a single life annuity) under the
Plan.

     

    (c) Notwithstanding
(a) or (b) above, if the Surviving Spouse is more than four years younger than
the Participant, then the “joint and survivor annuity” benefit payable to the
Participant (and the Surviving Spouse’s portion of such benefit) shall be
calculated by using the Participant’s actual age, and the Surviving Spouse’s
actual age increased by four (4) years.

     

    (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 Section 4.3(b), (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 Olin
Employees Pension Plan.  The Plan does not permit any beneficiary
other than a spouse (as defined in the preceding sentence) to be designated
under the 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 Technologies, Inc. and Arch from Olin shall not be deemed to be
a Change in Control or 409A Change in Control entitling any Participant or
Surviving Spouse 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)
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) 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) thereafter.

     

    (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) to be subject to
Code Section 409A coverage, or cause any benefits payable to a 409A Participant
(or his Surviving Spouse) to fail to comply in any respect with Code Section
409A, in either case without the written consent of the Participant or
Surviving Spouse (as applicable).

     

    (c) Change in 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; or

     

    (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 of Directors 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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (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

     

    (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.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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 or Surviving Spouse
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.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    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 Olin’s Board of Directors or Compensation
Committee, the Plan Administrator shall have all power to 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; 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 or Surviving
Spouse 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 or Surviving Spouse regarding his rights, benefits or elections
available under the Plan;

     

    (f) communicate
to Participants and Surviving Spouses 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.

     

    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 Olin Employees Pension Plan (or any other
arrangement contemplated herein).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    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 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 Retirement Allowance 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 Retirement Allowance 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 Retirement Allowance Benefits payable to Grandfathered
Participants and Retired Participants.

     

    For
purposes of this Plan with respect to Retirement Allowance 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) 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 shall have no obligation to indemnify or otherwise hold a
Participant (or Surviving Spouse) harmless from any or all of such taxes or
penalties.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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 for service
rendered prior to the effective date of such amendment or
termination.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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 or Surviving Spouse 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 Olin Employees Pension
Plan.  Any
other benefit payable under the Olin Employees Pension Plan (or other applicable
plan) shall be paid solely in accordance with the terms and conditions of the
Olin Employees Pension Plan (or other applicable 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 Olin Employees Pension Plan (or other applicable
plan).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    8.8 Unclaimed
Benefit.  Each
Participant shall keep the Company informed of his current address and the
current address of his spouse.  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 Retirement Allowance 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 for the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant, Surviving Spouse 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, or any other person for any
claim, loss, liability or expense incurred in connection with the
Plan.

     

    8.10 Duties of Participants and
Surviving Spouses.  A
Participant or Surviving Spouse 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) 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)
thereunder.  The Company may deduct or withhold such sum from any
payment or distribution to the Participant (or as applicable, the Surviving
Spouse).

     

    8.12 Treatment for other
Compensation Purposes.  Payments
received by a Participant (or as applicable, the Surviving Spouse) 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.

     


    
      
         


      

      
        14