stockcertificate2008.htm


    FORM OF
CERTIFICATE FOR SHARES OF COMMON STOCK

     

     

    EXHIBIT
4(e)

     

     

    [Form of
Certificate for Shares of Common Stock]

     

    
      	 
      	 
      	
              COMMON

              STOCK

            	 
      	
              PAR VALUE ONE
      DOLLAR

              ($1)
      PER SHARE

            	 
      	 
      
	
               

            	 
      	 
      

              [Chemist
      picture]

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              OLIN

            	 
      	 
      	 
      	 
      
	
              Number

            	 
      	
              CORPORATION

              INCORPORATED
      UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA 

            	 
      	
              SHARES

            
	
              [OLIN
      LOGO]

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              CUSIP
      680665 20 5

            
	
              [OLIN
      SEAL]

            	 
      	 
      	 
      	
              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            


    

     

    THIS

     

     

    CERTIFIES

     

     

    THAT

     

     

    


     

     

    IS THE
OWNER OF

     

     

    FULLY
PAID AND NON-ASSESSABLE SHARES OF

     

     

    COMMON
STOCK 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 and 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 SEC RULE 17Ad-15.