preferredstockcert2008.htm


                                                                            EXHIBIT
4(g)

     

    [Form of
Certificate for Shares of Preferred Stock]

     

       [Chemist
picture]

    OLIN

               Number                                           CORPORATION                                                        SHARES

                                    INCORPORATED
UNDER THE LAWS OF

                                    THE
COMMONWEALTH OF VIRGINIA.

    ________________________________

    PREFERRED STOCK

    


    [OLIN
LOGO]

                                                                                                               CUSIP
__________

    [OLIN
SEAL]                                                           SEE
REVERSE FOR CERTAIN DEFINITIONS

    THIS

    CERTIFIES

    THAT

        _______________________________________________________

    


    IS THE
OWNER OF ___________________________________

    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE _____________  PREFERRED STOCK
OF THE PAR VALUE OF $1.00 EACH OF

     

    OLIN
CORPORATION, transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed.  This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Corporation’s
Articles of Incorporation and By-laws, both as amended, to all of which each
holder by acceptance hereof assents.  This certificate is not valid
unless countersigned by a Transfer Agent and registered by a
Registrar.

     

    Witness
the facsimile signatures of the Corporation’s proper officers, and a facsimile
of its corporate seal.

     

         Dated

     

               George
H.
Pain                                                                Joseph
D. Rupp

    SECRETARY                                                                           PRESIDENT

     

    COUNTERSIGNED
AND REGISTERED:

    ________________________________________

     

                             

                     


                                                                  NATIONAL CITY
BANK

     

                                TRANSFER
AGENT

                                                                     AND
REGISTRAR

    


    BY

    AUTHORIZED
SIGNATURE


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [REVERSE
SIDE]

     

    EXPLANATION
OF ABBREVIATIONS

     

    The
following abbreviations when used in the form of ownership on the face of this
certificate shall be construed as though they were written out in full according
to applicable laws or regulations.  Abbreviations in addition to those
appearing below, may be used.

     

    
       

      
        	
                Phrase
      Abbreviation

                 

              	 
      	
                Equivalent

                 

              	 
      	
                Phrase
      Abbreviation

                 

              	 
      	
                Equivalent

                 

              
	
                JT
      TEN

              	 
      	
                As
      joint tenants, with right of survivorship and not as tenants in
      common

              	 
      	
                TEN
      BY ENT

              	 
      	
                As
      tenants by the entireties

              
	
                TEN
      IN COM

              	 
      	
                As
      tenants in common

              	 
      	
                UNIF GIFT

                MIN
      ACT

              	 
      	
                Uniform Gifts
      to

                Minors
      Act

              


      

       

      


       

      
        	
                Word
      Abbreviation

                 

              	 
      	
                Equivalent

                 

              	 
      	
                Word
      Abbreviation

                 

              	 
      	
                Equivalent

                 

              	 
      	
                Word
      Abbreviation

                 

              	 
      	
                Equivalent

                 

              
	
                ADM

              	 
      	
                Administrator(s)

                Administratrix

              	 
      	
                EST

              	 
      	
                Estate,
      Of estate of

              	 
      	
                PAR

                PL

              	 
      	
                Paragraph

                Public
      Law

              
	
                AGMT

              	 
      	
                Agreement

              	 
      	
                EX

              	 
      	
                Executor(s),

                Executrix

              	 
      	
                TR

              	 
      	
                (As)
      trustee(s), for, of

              
	
                ART

              	 
      	
                Article

              	 
      	
                FBO

              	 
      	
                For
      the benefit of

              	 
      	
                U

              	 
      	
                Under

              
	
                CH

              	 
      	
                Chapter

              	 
      	
                FDN

              	 
      	
                Foundation

              	 
      	
                UA

              	 
      	
                Under
      agreement

              
	
                CUST

              	 
      	
                Custodian
      for

              	 
      	
                GDN

              	 
      	
                Guardian(s)

              	 
      	 
      	 
      	 
      
	
                DEC

              	 
      	
                Declaration

              	 
      	
                GDNSHP

                MIN

              	 
      	
                Guardianship

                Minor(s)

              	 
      	
                UW

              	 
      	
                Under
      will of. Of will of. Under last will &
  testament

              


      

       

    

    OLIN
CORPORATION

     

    A copy of
the Articles of Incorporation, as amended, of the Corporation containing a full
statement of the designations, preferences, limitations and relative rights of
the shares of Common Stock and Preferred Stock, and the variations in the
relative rights, preferences and limitations between the shares of each series
of Preferred Stock so far as the same have been fixed and determined, and of the
authority of the Board of Directors to fix and determine the relative rights,
preferences and limitations of subsequent series, may be obtained, without
charge, from the Transfer Agent or the office of the Secretary of the
Corporation, upon written request by a Shareholder.


     

    ASSIGNMENT
FORM

     

    For value
received ____________________ hereby sell, assign and transfer
_______________

    (I or
we)                                                                                             (amount)

    shares of
the capital stock represented by this certificate to
____________________________

     

    PLEASE
INSERT SOCIAL

    SECURITY
OR
OTHER            ________________________________________

    IDENTIFYING
NUMBER                                                                           (Print
full name an address of Assignee)

    OF
ASSIGNEE                                                      

    ______________________        _______________________________________

     

    _____________________________________________________________
Assignee,

    (zip
code)

    and do
irrevocably constitute and appoint
___________________________________________

                                                                         (Leave
blank or fill in as explained in Notice below)

    as
Attorney to transfer the said Stock on the books of the Corporation with full
power of

    substitution.

     

    Dated_______________                                                                                     X__________________________

    (Sign
here exactly as name(s) is shown on the face of this certificate without any
change or alteration whatever.)

     

    IMPORTANT
NOTICE:  When you sign your name to this Assignment Form
without

    filling
in the name of your “Assignee” or “Attorney”, this stock certificate becomes
fully negotiable, similar to a check endorsed in blank.  Therefore, to
safeguard a signed certificate, it is recommended that you either (i) fill in
the name of the new owner in the “Assignee” blank, or (ii) IF YOU ARE SENDING
THE SIGNED CERTIFICATE TO YOUR BANK OR BROKER, fill in the name of the bank or
broker in the “Attorney” blank.  Alternatively, instead of using this
Assignment Form, you may sign a separate “stock power” form and then mail the
UNSIGNED stock certificate and the signed “stock power” in separate
envelopes.  For added protection, use certified or registered mail for
a stock certificate.

     

    Keep this
certificate in a safe place.  If it is lost, stolen or destroyed, the
Company will require a bond of indemnity as a condition to the issuance of a
replacement certificate.

     

    Signature(s)
Guaranteed:

    _____________________________________

    THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.