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                                                                     EXHIBIT 4.6
                                                                                

           1996 LONG TERM INCENTIVE PLAN OF PRIMEX TECHNOLOGIES, INC.
                                        

Section 1.  Purpose
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The purposes of the 1996 Long Term Incentive Plan of Primex Technologies, Inc.
(the "Plan") are to encourage selected salaried employees of Primex
Technologies, Inc. (together with any successor thereto, "Primex") and its
Affiliates (as defined below) to acquire a proprietary interest in Primex's
growth and performance, to generate an increased incentive to contribute to
Primex's future success and to enhance the ability of Primex and its Affiliates
to attract and retain qualified individuals.

Section 2.  Definitions
            -----------

As used in the Plan:

(a)  "Affiliate" means (i) any entity that, directly or through one or more
     intermediaries, is controlled by Primex and (ii) any entity in which Primex
     has a significant equity interest as determined by the Committee.

(b)  "Award" means any Option, Stock Appreciation Right, Restricted Stock,
     Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
     Stock-Based Award granted under the Plan.

(c)  "Award Agreement" means any written agreement or other instrument or
     document evidencing an Award granted under the Plan.  The terms of any plan
     or guideline adopted by the Board or the Committee and applicable to an
     Award shall be deemed incorporated in and a part of the related Award
     Agreement.

(d)  "Board" means the Board of Directors of Primex.

(e)  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

(f)  "Committee" means a committee of the Board designated by the Board to
     administer the Plan and composed of not fewer than two directors each of
     whom shall be a Non-Employee Director as defined by Rule 16b-3 .

(g)  "Dividend Equivalent" means any right granted under Section 6(f)(iv) of the
     Plan.
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(h)  "Fair Market Value" means, with respect to any property (including, without
     limitation, Shares or other securities), the fair market value of such
     property determined by such methods or procedures as shall be established
     from time to time by the Committee.

(i)  "Incentive Stock Option" means an option to purchase Shares granted under
     Section 6(a) of the Plan that is intended to meet the requirements of
     Section 422 of the Code or a successor provision thereto.

(j)  "Non-Qualified Stock Option" means an option to purchase Shares granted
     under Section 6(a) of the Plan that is not intended to be an Incentive
     Stock Option.

(k)  "Olin" means Olin Corporation, a Virginia corporation, and its successors.

(l)  "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

(m)  "Other Stock-Based Award" means any right granted under Section 6(e) of the
     Plan.

(n)  "Participant" means a Salaried Employee granted an Award under the Plan.

(o)  "Performance Award" means any right granted under Section 6(d) of the Plan.

(p)  "Person" means any individual, corporation, partnership, association,
     joint-stock company, trust, unincorporated organization, or government or
     political subdivision thereof.

(q)  "Released Securities" means securities that were Restricted Securities with
     respect to which all applicable restrictions imposed under the terms of the
     relevant Award have expired, lapsed or been waived or satisfied.

(r)  "Restricted Securities" means Awards of Restricted Stock or other Awards
     under which outstanding Shares are held subject to certain restrictions.

(s)  "Restricted Stock" means any Share granted under Section 6(c) of the Plan.

(t)  "Restricted Stock Unit" means any right granted under Section 6(c) of the
     Plan that is denominated in Shares.

(u)  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
     Commission under the Securities Exchange Act of 1934, as amended, or any
     successor rule.

(v)  "Salaried Employee" means any salaried employee of Primex or of an
     Affiliate.
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(w)  "Shares" means the Common Stock of Primex and such other securities or
     property as may become the subject of Awards pursuant to an adjustment made
     under Section 4(b) of the Plan.

(x)  "Stock Appreciation Right" means any right granted under Section 6(b) of
     the Plan.

Section 3.  Administration
            --------------

The Plan shall be administered by the Committee which shall have full power and
authority to:  (i) designate Participants; (ii) determine the Awards to be
granted to Participants; (iii) determine the number of Shares (or securities
convertible into Shares) to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, substituted, forfeited
or suspended, and the method or methods by which Awards may be settled,
exercised, canceled, substituted, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the Participant or of the Committee; (vii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (viii) establish, amend, suspend or waive such rules and guidelines and
appoint such agents as it shall deem appropriate for the administration of the
Plan; and (ix) make any other determination and take any other action that it
deems necessary or desirable for such administration.  All designations,
determinations, interpretations and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee and shall be
final, conclusive and binding upon all Persons, including Primex, any Affiliate,
any Participants, any holder or beneficiary of any Award, any shareholder and
any employee of Primex or of any Affiliate.  All powers and responsibilities of
the Committee provided in the Plan may also be exercised by the Board at any
time.

Section 4.  Shares Available for Awards
            ---------------------------

(a)  Shares Available.  Subject to adjustment as provided in Section 4(b) of the
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     Plan:

     (i)  The aggregate number of Shares available for granting Awards under the
          Plan shall be 350,000  If an Award is denominated in or relates to a
          security of Primex convertible into its Common Stock, the number of
          shares of Common Stock into which such security shall be convertible
          (calculated as of the date of grant of the Award, subject to
          adjustment as provided in Section 4(b) hereof or under the terms of
          such security) shall be deemed denominated in Shares and counted
          against the aggregate number of Shares available for the granting of
          Awards under the Plan.  If, after the effective date of the Plan,
          Shares subject to an Award granted under the Plan (other than
          Restricted Securities) are forfeited, or the Award otherwise
          terminates without the delivery of Shares or 
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          of other consideration, then the Shares subject to such Award or the
          number of Shares otherwise counted against the aggregate number of
          Shares available under the Plan with respect to such Award, to the
          extent of such forfeiture or termination, shall again be available for
          granting Awards under the Plan." Any Award (other than a Dividend
          Equivalent) denominated in Shares shall be counted against the
          aggregate number of Shares available for granting Awards under the
          Plan even though the Award is ultimately paid in cash, provided that,
          notwithstanding the foregoing, an Award shall not be deemed
          denominated in Shares if the dollar amount of the Award is fixed at
          the time of grant by reference to the market value of Shares or
          otherwise.

    (ii)  For purposes of this Section 4:

            (A)  If an Award (other than a Dividend Equivalent) is denominated
                 in Shares, the number of Shares covered by such Award, or to
                 which such Award relates, shall be counted on the date of grant
                 of such Award against the aggregate number of Shares available
                 for granting Awards under the Plan; and

            (B)  Dividend Equivalents paid in Shares and Awards not denominated
                 in Shares but paid in Shares shall be counted against the
                 aggregate number of Shares available for granting Awards under
                 the Plan in such amount and at such time as the Committee shall
                 determine under procedures adopted by the Committee consistent
                 with the purposes of the Plan;

     provided, however, that Awards that operate in tandem with, or that are
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     substituted for, other Awards may be counted or not counted under
     procedures adopted by the Committee in order to avoid double counting.  Any
     Shares that are delivered by Primex, and any Awards that are granted by, or
     become obligations of, Primex, through the assumption by Primex or an
     Affiliate of, or in substitution for, outstanding awards previously granted
     by an acquired company shall not, except in the case of Awards granted to
     Salaried Employees who are officers or directors of Primex for purposes of
     Section 16 of the Securities Exchange Act of 1934, as amended, be counted
     against the Shares available for granting Awards under the Plan.

(b)  Adjustments.  In the event that the Committee determines that any dividend
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     or other distribution, recapitalization, stock split, reverse stock split,
     reorganization, merger, consolidation, split-up, spin-off, combination,
     repurchase or exchange of Shares or other securities of Primex, issuance of
     warrants or other rights to purchase Shares or other securities of Primex,
     or other similar corporate transaction or event affects the Shares such
     that an adjustment is determined by the Committee to be appropriate in
     order to prevent dilution or enlargement of the benefits intended to be
     made available 
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     under the Plan, then the Committee shall, in such manner as it may deem
     equitable, adjust any or all of (i) the number and type of Shares (or other
     securities or property) which thereafter may be made the subject of Awards,
     including the limitation contained in Section 4(c), (ii) the number and
     type of Shares (or other securities or property) subject to outstanding
     Awards, and (iii) the grant, purchase or exercise price with respect to any
     Award, or, if the Committee deems it appropriate, make provision for a cash
     payment to the holder of an outstanding Award; provided, however, that with
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     respect to Awards of Incentive Stock Options, no such adjustment shall be
     authorized to the extent that such authority would cause the Plan to
     violate Section 422 of the Code or any successor provision thereto.
     Notwithstanding the foregoing, a Participant to whom Dividend Equivalents
     or dividend units have been awarded shall not be entitled to receive a
     special or extraordinary dividend or distribution unless the Committee
     shall have expressly authorized such receipt.

(c)  Notwithstanding anything contained in this Plan to the contrary, grants to
     any one Participant of Awards which represent or are designated in Shares
     shall not exceed 70,000 Shares in any calendar year.

Section 5.  Eligibility
            -----------

Any Salaried Employee, including any officer or employee-director of Primex or
an Affiliate, who is not a member of the Committee shall be eligible to be
designated a Participant.

Section 6.  Awards
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(a)  Options.  The Committee is authorized to grant Options to Participants with
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     the following terms and conditions and with such additional terms and
     conditions, not inconsistent with the provisions of the Plan, as the
     Committee shall determine:

        (i)    Exercise Price. The purchase price per Share purchasable under an
               Option shall be determined by the Committee; provided, however,
                                                            --------  ------- 
               that such purchase price shall not be less than the Fair Market
               Value of a Share on the date of grant of such Option.

        (ii)   Option Term. The term of each Option shall be fixed by the
               Committee, provided that in no event shall the term of an Option
               exceed a period of ten years from the date of its grant.

        (iii)  Exercise. The Committee shall determine the time or times at
               which an Option may be exercised in whole or in part (but in no
               event shall an Option be exercisable before the expiration of six
               months from the date of its grant, subject to Section 9 thereof,
               or after the expiration of ten years from the date of its grant),
               and the method or methods by which, and the form or forms
               (including, without limitation, cash, Shares, other Awards or
               other property, or 
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               any combination thereof, having a Fair Market Value on the
               exercise date equal to the relevant exercise price) in which,
               payment of the exercise price with respect thereto may be made.

        (iv)   Incentive Stock Options. The terms of any Incentive Stock Option
               granted under the Plan shall comply in all respects with the
               provisions of Section 422 of the Code, or any successor provision
               thereto, and any regulations promulgated thereunder. Without
               limiting the preceding sentence, the aggregate Fair Market Value
               (determined at the time an option is granted) of Shares with
               respect to which Incentive Stock Options are exercisable for the
               first time by a Participant during any calendar year (under the
               Plan and any other plan of the Participant's employer corporation
               and its parent and subsidiary corporations providing for Options)
               shall not exceed such dollar limitation as shall be applicable to
               Incentive Stock Options under Section 422 of the Code or a
               successor provision.

(b)  Stock Appreciation Rights.  The Committee is authorized to grant Stock
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     Appreciation Rights to Participants which may but need not relate to a
     specific Option granted under Section 6(a).  Subject to the terms of the
     Plan and any applicable Award Agreement, each Stock Appreciation Right
     granted under the Plan shall confer on the holder thereof a right to
     receive, upon exercise thereof, up to the excess of (i) the Fair Market
     Value of one Share on the date of exercise over (ii) the exercise price of
     the right as specified by the Committee, which shall not be less than the
     Fair Market Value of one Share on the date of grant of the Stock
     Appreciation Right.  Subject to the terms of the Plan and any applicable
     Award Agreement, the exercise price, term, methods of exercise, methods of
     payment or settlement and any other terms and conditions of any Stock
     Appreciation Right shall be as determined by the Committee, except that
     Stock Appreciation Rights related to Incentive Stock Options shall have the
     same terms and conditions as such Options, and in no event shall the term
     of a Stock Appreciation Right exceed a period of ten years from the date of
     its grant.  In the case of any Stock Appreciation Right related to an
     Option, the Stock Appreciation Right or applicable portion thereof shall
     terminate and no longer be exercisable upon the termination or exercise of
     the related Option, except that a Stock Appreciation Right granted with
     respect to less than the full number of Shares covered by a related Option
     shall not be reduced until the exercise or termination of the related
     Option exceeds the number of shares not covered by the Stock Appreciation
     Right and then only to the extent of the excess. Any Option related to a
     Stock Appreciation Right shall no longer be exercisable to the extent the
     related Stock Appreciation Right has been exercised.
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(c)  Restricted Stock and Restricted Stock Units.
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        (i)    Issuance. The Committee is authorized to grant Awards of
               Restricted Stock and Restricted Stock Units to Participants.

        (ii)   Restrictions. Shares of Restricted Stock and Restricted Stock
               Units shall be subject to such restrictions as the Committee may
               impose (including, without limitation, any limitation on the
               right to vote a Share of Restricted Stock or the right to receive
               any dividend or other right or property), which restrictions may
               lapse separately or in combination at such time or times, in such
               installments or otherwise, as the Committee may deem appropriate,
               provided that in order for a participant to vest in Awards of
               Restricted Stock or Restricted Stock Units, the participant must
               remain in the employ of Primex or an Affiliate for a period of
               not less than six months commencing on the date of grant of the
               Award, subject to Section 9 hereof and subject to relief for
               specified reasons as may be approved by the Committee.

        (iii)  Registration. Any Restricted Stock granted under the Plan may be
               evidenced in such manner as the Committee may deem appropriate,
               including, without limitation, book-entry registration or
               issuance of a stock certificate or certificates. In the event any
               stock certificate is issued in respect of Shares of Restricted
               Stock granted under the Plan, such certificate shall be
               registered in the name of the Participant and when delivered to
               the Participant shall bear an appropriate legend referring to the
               terms, conditions and restrictions applicable to such Restricted
               Stock.

        (iv)   Forfeiture. Except as otherwise determined by the Committee, upon
               termination of employment for any reason during the applicable
               restriction period, all Shares of Restricted Stock and all
               Restricted Stock Units still subject to restriction shall be
               forfeited and reacquired by Primex; provided, however, that the
               Committee may, in its sole discretion, waive in whole or in part
               any or all remaining restrictions with respect to Shares of
               Restricted Stock or Restricted Stock Units. Unrestricted Shares,
               evidenced in such manner as the Committee shall deem appropriate,
               shall be delivered to the holder of Restricted Stock promptly
               after such Restricted Stock shall become Released Securities.

(d)  Performance Awards.  The Committee is authorized to grant Performance
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     Awards to Participants.  Subject to the terms of the Plan and any
     applicable Award Agreement, a Performance Award granted under the Plan (i)
     may be denominated or payable in cash, Shares (including, without
     limitation, Restricted Stock), other securities, other Awards or other
     property and (ii) shall confer on the holder thereof rights valued as
     determined by the Committee and payable to, or exercisable by, the holder
     of the 
<PAGE>
 
     Performance Award, in whole or in part, upon the achievement of such
     performance goals during such performance periods as the Committee shall
     establish.  Subject to the terms of the Plan and any applicable Award
     Agreement, the performance goals to be achieved during any performance
     period, the length of any performance period, the amount of any Performance
     Award granted, and the amount of any payment or transfer to be made
     pursuant to any Performance Award shall be determined by the Committee,
     provided that a performance period shall be at least six months, subject to
     Section 9 thereof.

(e)  Other Stock-Based Awards.  The Committee is authorized to grant to
     ------------------------                                          
     Participants such other awards denominated or payable in, valued in whole
     or in part by reference to, or otherwise based on or related to, Shares
     (including, without limitation, phantom Shares, securities convertible into
     Shares and dividend units), as are deemed by the Committee to be consistent
     with the purposes of the Plan, provided that such grants shall comply with
     Rule 16b-3 to the extent applicable and applicable law.  Subject to the
     terms of the Plan and any applicable Award Agreement, the Committee shall
     determine the terms and conditions of such Awards. Shares or other
     securities delivered pursuant to a purchase, exchange or conversion right
     granted under this Section 6(e) shall be issued for such consideration,
     which may be paid by such method or methods and in such form or forms,
     including, without limitation, cash, Shares, other securities, other
     Awards, or other property, or any combination thereof, as the Committee
     shall determine, the value of which consideration, as established by the
     Committee, shall not be less than the Fair Market Value of such Shares or
     other securities as of the date such purchase, exchange or conversion right
     is granted.

     Other Stock-based Award Agreements shall contain provisions dealing with
     the disposition of such Award in the event of termination of the
     Participant's employment prior to exercise, realization or payment of the
     Award.

(f)  General.
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        (i)    No Cash Consideration for Awards. Participants shall not be
               required to make any cash payment for the granting of an Award
               except for such minimum consideration as may be required by
               applicable law.

        (ii)   Awards May Be Granted Separately or Together. Awards may be
               granted either alone or in addition to, in tandem with, or in
               substitution for any other Award or any award or benefit granted
               under any other plan or arrangement of Primex or any Affiliate,
               or as payment for or to assure payment of an award or benefit
               granted under any such other such plan or arrangement, provided
               that the purchase or exercise price under an Award encompassing
               the right to purchase Shares shall not be reduced by the
               cancellation of such Award and the substitution of another Award.
               Awards so granted may be granted either at 
<PAGE>
 
               the same time as or at a different time from the grant of such
               other Awards or awards or benefits.

        (iii)  Forms of Payment Under Awards. Subject to the terms of the Plan
               and of any applicable Award Agreement, payments to be made by
               Primex or an Affiliate upon the grant, exercise, or payment of an
               Award may be made in such form or forms as the Committee shall
               determine, including, without limitation, cash, Shares, other
               securities, other Awards, or other property or any combination
               thereof, and may be made in a single payment or transfer, in
               installments, or on a deferred basis, in each case in accordance
               with rules and procedures established by the Committee.

        (iv)   Dividend Equivalents or Interest. Subject to the terms of the
               Plan and any applicable Award Agreement, a Participant, including
               the recipient of a deferred Award, shall, if so determined by the
               Committee, be entitled to receive, currently or on a deferred
               basis, interest or dividends or interest or dividend equivalents,
               with respect to the Shares covered by the Award. The Committee
               may provide that any such amounts shall be deemed to have been
               reinvested in additional Shares or otherwise reinvested.
               Notwithstanding the award of Dividend Equivalents or dividend
               units, a Participant shall not be entitled to receive a special
               or extraordinary dividend or distribution unless the Committee
               shall have expressly authorized such receipt.

        (v)    Limits on Transfer of Awards. No Award (other than Released
               Securities) or right thereunder shall be assignable or
               transferable by a Participant, other than (unless limited in the
               Award Agreement) by will or the laws of descent and distribution
               (or, in the case of an Award of Restricted Securities, to
               Primex), except that an Option may be transferred by gift to any
               member of the holder's immediate family or to a trust for the
               benefit of one or more of such immediate family members, if
               expressly permitted in the applicable Award Agreement; provided,
               however, that, if so determined by the Committee, a Participant
               may, in the manner established by the Committee, designate a
               beneficiary or beneficiaries with respect to any Award to
               exercise the rights of the Participant, and to receive any
               property distributable, upon the death of the Participant. Each
               Award, and each right under any Award, shall be exercisable,
               during the Participant's lifetime, only by the Participant or, if
               permissible under applicable law by the Participant's guardian or
               legal representative unless it is an Option and has been
               transferred as permitted hereby to a member of the Participant's
               immediate family or to a trust for the benefit of one or more of
               such immediate family members, in which case it shall be
               exercisable only by such transferee. For the purposes of this
               provision, a Participant's "immediate family" shall mean the
               Participant's spouse, children and grandchildren. No Award (other
               than Released 
<PAGE>
 
               Securities), and no right under any such Award, may be pledged,
               attached or otherwise encumbered other than in favor of Primex,
               and any purported pledge, attachment, or encumbrance thereof
               other than in favor of Primex shall be void and unenforceable
               against Primex or any Affiliate.

        (vi)   Term of Awards. Except as otherwise expressly provided in the
               Plan, the term of each Award shall be for such period as may be
               determined by the Committee.

        (vii)  No Rights to Awards. No Salaried Employee, Participant or other
               Person shall have any claim to be granted an Award, and there is
               no obligation for uniformity of treatment of Salaried Employees,
               Participants or holders or beneficiaries of Awards under the
               Plan. The terms and conditions of Awards need not be the same
               with respect to each recipient. The prospective recipient of any
               Award under the Plan shall not, with respect to such Award, be
               deemed to have become a Participant, or to have any rights with
               respect to such Award, until and unless such recipient shall have
               executed an agreement or other instrument accepting the Award and
               delivered a fully executed copy thereof to the Company, and
               otherwise complied with the then applicable terms and conditions.

        (viii) Delegation. Notwithstanding any provision of the Plan to the
               contrary, the Committee may delegate to one or more officers or
               managers of Primex or any Affiliate, or a committee of such
               officers or managers, the authority, subject to such terms and
               limitations as the Committee shall determine, to grant Awards to,
               or to cancel, modify, waive rights or conditions with respect to,
               alter, discontinue, suspend, or terminate Awards held by,
               Salaried Employees who are not officers or directors of Primex
               for purposes of Section 16 of the Securities Exchange Act of
               1934, as amended.

        (ix)   Withholding. Primex or any Affiliate may withhold from any Award
               granted or any payment due or transfer made under any Award or
               under the Plan the amount (in cash, Shares, other securities,
               other Awards, or other property) of withholding taxes due in
               respect of an Award, its exercise or any payment under such Award
               or under the Plan, and take such other action as may be necessary
               in the opinion of Primex or Affiliate to satisfy all obligations
               for the payment of such taxes.

        (x)    Other Compensation Arrangements. Nothing contained in the Plan
               shall prevent Primex or any Affiliate from adopting or continuing
               in effect other or additional compensation arrangements, and such
               arrangements may be either generally applicable or applicable
               only in specific cases.
<PAGE>
 
        (xi)   No Right to Employment. The grant of an Award shall not be
               construed as giving a Participant the right to be retained in the
               employ of Primex or any Affiliate. Nothing in the Plan or any
               Award Agreement shall limit the right of Primex or an Affiliate
               at any time to dismiss a Participant from employment, free from
               any liability or any claim under the Plan or the Award Agreement.

        (xii)  Governing Law. The validity, construction and effect of the Plan
               and any rules and regulations relating to the Plan shall be
               determined in accordance with the laws of the State of Florida
               and applicable Federal law.

        (xiii) Severability. If any provision of the Plan or any Award is
               determined to be invalid, illegal or unenforceable in any
               jurisdiction, or as to any Person or Award, or would disqualify
               the Plan or any Award under any law deemed applicable by the
               Committee, such provision shall be construed or deemed amended to
               conform to applicable laws, or, if it cannot be so construed or
               deemed amended without, in the determination of the Committee,
               materially altering the intent of the Plan or the Award, such
               provision shall be stricken as to such jurisdiction, Person or
               Award, and the remainder of the Plan and any such Award shall
               remain in full force and effect.

        (xiv)  No Trust or Fund Created. Neither the Plan nor any Award shall
               create or be construed to create a trust or separate fund of any
               kind or a fiduciary relationship between Primex or any Affiliate
               and a Participant or any other Person. To the extent that any
               Person acquires a right to receive payments from Primex or any
               Affiliate pursuant to an Award, such right shall be no greater
               than the right of any unsecured general creditor of Primex or any
               Affiliate.

        (xv)   No Fractional Shares. No fractional Shares shall be issued or
               delivered pursuant to the Plan or any Award, and the Committee
               shall determine whether cash, other securities or other property
               shall be paid or transferred in lieu of any fractional Shares, or
               whether such fractional Shares or any rights thereto shall be
               canceled, terminated or otherwise eliminated.

        (xvi)  Share Certificates. All certificates for Shares or other
               securities delivered under the Plan pursuant to any Award or the
               exercise thereof shall be subject to such stop transfer orders
               and other restrictions as the Committee may deem advisable under
               the Plan or the rules, regulations and other requirements of the
               Securities and Exchange Commission, any stock exchange upon which
               such Shares or other securities are then listed, and any
               applicable Federal or state securities laws, and the Committee
               may cause a legend or legends to be put on any such certificates
               to make appropriate reference to such restrictions.
<PAGE>
 
        (xvii) Conflict with Plan. In the event of any inconsistency or conflict
               between the terms of the Plan and an Award Agreement, the terms
               of the Plan shall govern.

       (xviii) Notwithstanding any provision in this Plan to the contrary,
               Awards granted under Sections 6(c), 6(d) or 6(e) and designated
               by the Committee as being performance-based shall have as
               performance measures any one of or any combination of any of the
               following measures: Economic Value Added, Return on Equity and
               Total Return to Shareholders. For purposes of the Plan, "Economic
               Value Added" shall mean Primex's consolidated sales less its
               operating costs (including tax) less a capital charge based on
               Primex's cost of capital assets employed in its business, "Return
               on Equity" shall mean consolidated income of Primex after taxes
               and before the after-tax effect of any special charge or gain and
               any cumulative effect of any change in accounting, divided by
               average shareholders equity and "Total Return to Shareholders"
               shall mean for the performance period total return to
               shareholders of $100 worth of Shares for such period assuming
               reinvestment of dividends on a quarterly basis. The Committee
               shall determine the performance goals for each such performance
               measure with respect to each such Award.

        (xix)  Death or Disability. In the event of the death or disability of
               the holder of an Award while the holder is employed by Primex or
               an Affiliate, [or, if holder is retired (at or after attainment
               of age 55 with 10 years of service with the Corporation or an
               Affiliate, including prior service with Olin Corporation),] any
               outstanding Award will continue to be vested and exercisable
               under the terms of the Plan. For purposes of this Plan, a holder
               of an Award shall be considered disabled if he is qualified under
               the Long-Term Disability Plan of Primex Technologies, Inc.

Section 7.  Amendment and Termination
            -------------------------

(a)  Amendments to the Plan.  The Board may amend, suspend, discontinue or
     ----------------------                                               
     terminate the Plan, including, without limitation, any amendment,
     suspension, discontinuation or termination that would impair the rights of
     any Participant, or any other holder or beneficiary of any Award
     theretofore granted, without the consent of any shareholder, Participant,
     other holder or beneficiary of an Award, or other Person; provided,
                                                               -------- 
     however, that, notwithstanding any other provision of the Plan or any Award
     -------                                                                    
     Agreement, without the approval of the shareholders of Primex, no such
     amendment, suspension, discontinuation or termination shall be made that
     would permit any Award encompassing rights to purchase Shares to be granted
     with per Share purchase or exercise prices of less than the Fair Market
     Value of a Share on the date of grant thereof (except for any adjustment
     permitted by Section 4(b)); provided further that no amendment, suspension,
                                 -------- -------                               
     discontinuation or termination (i) that would impair the 
<PAGE>
 
     rights of such Participant, holder or beneficiary shall be made with
     respect to Section 9 of the Plan after a Change in Control, as defined
     therein and (ii) may increase the amount of payment of any Award to any
     Participant.

(b)  Amendments to Awards.  The Committee may waive any conditions or rights
     --------------------                                                   
     with respect to, or amend, alter, suspend, discontinue, or terminate, any
     unexercised Award theretofore granted, prospectively or retroactively,
     without the consent of any relevant Participant or holder or beneficiary of
     an Award, provided that no amendment, alteration, suspension,
               --------                                           
     discontinuation or termination of an Award that would impair the rights of
     such Participant, holder or beneficiary shall be made after a Change in
     Control, as defined in Section 9; provided further that the Committee may
     not increase the payment of any Award granted any Participant.

(c)  Adjustments of Awards Upon Certain Acquisitions.  In the event Primex or
     -----------------------------------------------                         
     any Affiliate shall assume outstanding employee awards or the right or
     obligation to make future such awards in connection with the acquisition of
     another business or another company, the Committee may make such
     adjustments, not inconsistent with the terms of the Plan, in the terms of
     Awards as it shall deem appropriate.

d)   Adjustments of Awards Upon the Occurrence of Certain Unusual or
     ---------------------------------------------------------------
     Nonrecurring Events.  The Committee may make adjustments in the terms and
     -------------------                                                      
     conditions of Awards in recognition of unusual or nonrecurring events
     (including, without limitation, the events described in Section 4(b)
     hereof) affecting Primex, any Affiliate, or the financial statements of
     Primex or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that statements of
     Primex or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that such
     adjustments are appropriate in order to prevent dilution or enlargement of
     the benefits to be made available under the Plan.

Section 8.  Additional Conditions to Enjoyment of Awards.
            -------------------------------------------- 

(a)  The Committee may cancel any unexpired, unpaid or deferred Awards if at any
     time the Participant is not in compliance with all applicable provisions of
     the Award Agreement, the Plan and the following conditions:

        (i)    A Participant shall not render services for any organization or
               engage, directly or indirectly, in any business which, in the
               judgment of the Committee or, if delegated by the Committee to
               the Chief Executive Officer, in the judgment of such Officer, is
               or becomes competitive with Primex or any Affiliate, or which is
               or becomes otherwise prejudicial to or in conflict with the
               interests of Primex or any Affiliate. Such judgment shall be
               based on the Participant's positions and responsibilities while
               employed by Primex or an Affiliate, the Participant's post-
               employment responsibilities and position with the other
<PAGE>
 
               organization or business, the extent of past, current and
               potential competition or conflict between Primex or an Affiliate
               and the other organization or business, the effect on customers,
               suppliers and competitors of the Participant's assuming the post-
               employment position, the guidelines established in the then
               current edition of Primex's Code of Business Conduct, and such
               other considerations as are deemed relevant given the applicable
               facts and circumstances. The Participant shall be free, however,
               to purchase as an investment or otherwise, stock or other
               securities of such organization or business so long as they are
               listed upon a recognized securities exchange or traded over the
               counter, and such investment does not represent a substantial
               investment to the Participant or a greater than 1% equity
               interest in the organization or business.

        (ii)   Participant shall not, without prior written authorization from
               Primex, disclose to anyone outside Primex, or use in other than
               Primex's business, any secret or confidential information,
               knowledge or data, relating to the business of Primex or an
               Affiliate in violation of his or her agreement with Primex or the
               Affiliate.

        (iii)  A Participant, pursuant to his or her agreement with Primex or an
               Affiliate, shall disclose promptly and assign to Primex or the
               Affiliate all right, title and interest in any invention or idea,
               patentable or not, made or conceived by the Participant during
               employment by Primex or the Affiliate, relating in any manner to
               the actual or anticipated business, research or development work
               of Primex or the Affiliate and shall do anything reasonably
               necessary to enable Primex or the Affiliate to secure a patent
               where appropriate in the United States and in foreign countries.

(b) Notwithstanding any other provision of the Plan, the Committee in its sole
    discretion may cancel any Award at any time prior to the exercise thereof,
    if the employment of the Participant shall be terminated, other than by
    reason of death, unless the conditions in this Section 8 are met.

(c) Failure to comply with the conditions of this Section 8 prior to, or during
    the six months after, any exercise, payment or delivery pursuant to an Award
    shall cause the exercise, payment or delivery to be rescinded.  Primex shall
    notify the Participant in writing of any such rescission within two years
    after such exercise payment or delivery and within 10 days after receiving
    such notice, the Participant shall pay to Primex the amount of any gain
    realized or payment received as a result of the exercise, payment or
    delivery rescinded.  Such payment shall be made either in cash or by
    returning to Primex the number of Shares that the Participant received in
    connection with the rescinded exercise, payment or delivery.
<PAGE>
 
(d) Upon exercise, payment or delivery pursuant to an Award, the Committee may
    require the Participant to certify on a form acceptable to the Committee,
    that he or she is in compliance with the terms and conditions of the Plan.

(e) Nothing herein shall be interpreted to limit the obligations of a
    Participant under his or her employee agreement or any other agreement with
    Primex.

Section 9.  Change in Control
            -----------------

(a) Except as the Board or the Committee may expressly provide otherwise prior
    to a Change in Control of Primex (as defined below) and subject to the
    provisions of Section 6(f)(vii) hereof, in the event of a Change in Control
    of Primex:

        (i)    all Options and Stock Appreciation Rights then outstanding shall
               become immediately and fully exercisable, notwithstanding any
               provision therein for the exercise in installments;

        (ii)   unless a Stock Appreciation Right shall have already been granted
               with respect to an outstanding Option, the Participant holding
               such Option shall be deemed also to hold a Stock Appreciation
               Right related to such Option, exercisable in accordance with and
               subject to the terms and conditions of Section 6(b) for the
               number of Shares exercisable under such Option after giving
               effect to such acceleration, which Stock Appreciation Right may,
               but need not be, evidenced by separate written agreement;

        (iii)  all restrictions and conditions of all Restricted Stock and
               Restricted Stock Units then outstanding shall be deemed satisfied
               as of the date of the Change in Control; and

        (iv)   all Performance Awards shall become vested, deemed earned in full
               and promptly paid to the Participants, cash units in cash and
               phantom stock units in the Shares represented thereby or such
               other securities, property or cash as may be deliverable in
               respect of Shares as a result of a Change in Control, without
               regard to payment schedules and notwithstanding that the
               applicable performance cycle or retention cycle shall not have
               been completed.

(b)  A Change in Control of Primex shall have occurred in the event that:

        (i)    Primex ceases to be directly or indirectly owned by at least
               1,000 stockholders after December 31, 1996;
 
        (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 Sections 13(d)(3) of the Securities
               Exchange Act of 1934, as amended (the "Act"), 
<PAGE>
 
               other than Primex, Olin, a majority-owned subsidiary of Primex,
               or an employee benefit plan (or related trust) of Primex, Olin or
               such subsidiary, become(s) the "beneficial owner" (as defined in
               Rule 13d-3 under the Act) of 15% or more of the then outstanding
               voting stock of Primex;

        (iii)  during any period of two consecutive years after 1996,
               individuals who at the beginning of such period constitute
               Primex's Board of Directors (together with any new Director whose
               election by Primex's Board of Directors or whose nomination for
               election by Primex's shareholders, was approved by a vote of at
               least two-thirds of the Directors 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)   Primex's Board of Directors determines that a tender offer for
               Primex's shares indicates a serious intention by the offeror to
               acquire control of Primex.

Section 10.  Effective Date of the Plan
             --------------------------

The Plan shall be effective as of the date of its approval by the shareholder of
Primex.

Section 11.  Term of the Plan
             ----------------

No Award shall be granted under the Plan after December 1, 2006, but unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date.
<PAGE>
 
                                   APPENDIX I
                                        
                             RESTRICTED STOCK UNITS
                                        
          The following terms will apply to restricted stock units granted
January 7, 1997:

     "Fair Market Value" means, with respect to a date, on a per share basis,
     the average of the high and the low price of a share of Common Stock
     reported on the consolidated transaction reporting system for NASDAQ issues
     on such date or if Common Stock is not traded on such day, such average
     price on the next preceding date on which it is traded."

     "Measurement Time" means with respect to a Vesting Period, the close of
     business on the last day of the fifth calendar year of such Vesting Period;
     provided, however, that if the Committee determines that Total Return to
     --------  -------                                                       
     Shareholders of Primex using the Fair Market Value of Primex Common Stock
     on January 7, 1997, as a base of $100 is equal to or greater than $160 at
     the close of business on the last day of the third calendar year of such
     Vesting Period, then such day shall be the Measurement Time for such
     Vesting Period.

     "Restricted Stock Unit" means one phantom share of Primex Common Stock
     granted pursuant to the Plan.

     "Vesting Period" means with respect to a Restricted Stock Unit, a period of
     five calendar years (beginning with the calendar year in which such
     Restricted Stock Unit is granted) at the end of which such Restricted Stock
     Unit is to vest; provided that if the Committee determines that Total
     Return to Shareholders of Primex using the Fair Market Value of Primex
     Common Stock on January 7, 1997, as a base of $100 is equal to or greater
     than $160 at the close of business on the last day of the third calendar
     year of such Vesting Period, then the Vesting Period shall end at the close
     of business on the last day of such third calendar year.

          Except as otherwise provided in the Plan, a Participant's interest in
a restricted Stock Unit will vest only at the Measurement Time applicable to the
Vesting Period for such Restricted Stock Unit.  Each Restricted Stock Unit not
vested by the Measurement Time relating to such unit will be forfeited.

          Each vested Restricted Stock Unit will be payable to a Participant by
delivery of one share of Primex Common Stock following the Measurement Time.

          Each outstanding Restricted Stock Unit shall accrue amounts equivalent
to the cash dividends payable on a share of Primex Common Stock ("dividend
equivalents").  Such 
<PAGE>
 
dividend equivalents will be paid to a Participant only if the Restricted Stock
Unit on which such dividend equivalents were accrued vests. Dividend equivalents
accrue interest at an annual rate equal to Primex's before-tax cost of borrowing
as determined from time to time by Primex's Chief Financial Officer or Treasurer
or the Committee, compounded quarterly. Accrued dividend equivalents on
restricted stock units that do not vest will not vest and will be forfeited.

          The total amount of Restricted Stock Units (and dividend equivalents
and related interest) vested in a Participant at each Measurement Time of an
applicable Vesting Period will be paid on or before March 15 of the year
following such Measurement Time.

          If Restricted Stock Units are to be paid in cash, the Primex Common
Stock will be valued at the average of the high and low sales prices thereof as
reported on the NASDAQ National Market System on the fifth business day before
such cash payment is due (or if Primex Common Stock is not traded on such day,
the first preceding day on which such stock is traded).

          Restricted Stock Units will carry no voting rights nor, except as
provided herein, be entitled to receive any dividends or other rights enjoyed by
shareholders.

          Upon a Change in Control, an amount equal to the then fair market
value of shares of Primex Common Stock equal to the number of Restricted Stock
Units otherwise not vested will be paid in cash rather than in Primex Common
Stock.

          With certain exceptions as the Committee may determine, a
Participant's unvested Restricted Stock Units will be forfeited if his or her
employment terminates before the applicable Measurement Time.

          Taxes will be withheld from payouts of Restricted Stock Units and
related cash.

          This description of Restricted Stock Units is qualified in its
entirety by reference to the applicable Award Agreement and the Plan.
<PAGE>
 
                                  APPENDIX II
                                  -----------


                               STOCK OPTIONS AND
                           STOCK APPRECIATION RIGHTS
                           -------------------------


          The following terms will apply to Stock Options and Stock Appreciation
Rights granted pursuant to this Appendix II:

I.        Definitions
          -----------

          A.  "Cause" means the commission of an act of dishonesty, gross
incompetency or intentional or willful misconduct, which act occurs in the
course of an optionee's performance of his duties as an employee.

          B.  "Exercise Price" means the Fair Market Value of a Share on the
date of grant.

          C.  "Fair Market Value" means, with respect to a date, on a per share
basis, the average of the high and the low sale price of a Share reported on the
consolidated transaction reporting system for Nasdaq issues on such date or if
Shares are not traded on such day, such average price on the next preceding date
on which it is traded.

          D.  "Incapacity" means any material physical, mental or other
disability rendering the optionee incapable of substantially performing his or
her services for his employer that is not cured within 180 days of the first
occurrence of such incapacity.

          E.  "Option Term" means ten years from the date of grant.

II.       Option Exercise
          ---------------

          The optionee may purchase from Primex the following aggregate number
of shares covered by the Option on and after each of the following dates during
the term of the Option:

             Date                               Number of Shares
             ----                               ----------------

1st anniversary of the grant date      33-1/3% of original grant of Options
2nd anniversary of the grant date      66-2/3% of original grant of Options
3rd anniversary of the grant date      100% of original grant of Options

          The Option, to the extent vested, shall be exercisable in whole at any
time or in part from time to time during the term of the Option, but not as to
less than 25 shares (or the shares then purchasable under the Option if less
than 25 shares) at any one time.
<PAGE>
 
          The exercise price shall either be tendered in cash (or check) or
Shares or a combination of cash (or check) or Shares. Shares surrendered as
payment for the exercise price shall be valued at Fair Market Value on the date
on which the certificates for such Shares are surrendered to Primex.

          If at any time the optionee's employment with Primex or any Affiliate
shall be terminated (a) voluntarily by the optionee for any reason other than
death or Incapacity or (b) by Primex or any Affiliate for any reason other than
for Cause, the optionee shall have the right to exercise his or her Option to
the extent of the Shares with respect to which the Option could have been
exercised by the optionee as of the date of his or her termination of employment
in accordance with its terms but in no event beyond the earlier of (i) one year
after the date of termination of employment or (ii) the scheduled expiration of
such Option.

          If an optionee's employment with Primex or any of its Affiliates is
terminated due to retirement (at or after attaining age 55 with 10 years of
service with Primex or any Affiliate (including prior service with Olin
Corporation)), the optionee shall have the right to exercise his or her Option
to the extent of the Shares with respect to which the Option could have been
exercised by the optionee as of the date of his or her retirement in accordance
with its terms but in no event beyond the scheduled expiration of such Option.

          If the optionee's employment with the Company shall be terminated for
Cause, his or her Option (whether or not vested) shall terminate and expire
concurrently with such termination of employment and shall not thereafter be
exercisable to any extent.

          If an optionee's employment with Primex or any of its Affiliates is
terminated due to death or Incapacity, the Option shall (a) become fully vested
and (b) be exercisable by the optionee (or in the event of the optionee's death,
by his or her estate or by the person who acquired the right to exercise the
Option by bequest or inheritance) provided that the Option is exercised prior to
the scheduled expiration of such Option.

          If an optionee dies after his or her termination of employment during
the period in which his or her Option remains exercisable, the Option may be
exercised, to the extent the Option could have been exercised by the decedent
immediately prior to his death, by the Optionee's estate or by the person who
acquired the right to exercise the Option by bequest or inheritance at any time
within one year after the date of death, but in no event beyond the scheduled
expiration of such Option.

III.      Transferability of Options
          --------------------------

          All Options granted in accordance with this Appendix II shall be
transferable to the extent permitted in Section 6(f)(v) of the Plan.
<PAGE>
 
IV.       Delegation
          ----------

          The Committee hereby authorizes the Chairman, Chief Financial Officer
and Vice President of Human Resources ("Management") to determine if the Awards
granted pursuant to this Appendix will be incentive Stock Options or
nonqualified Options for all recipients. With respect to any individual who is
not an officer or director of Primex subject to Section 16 of the Securities
Exchange Act of 1934, as amended, the Committee authorizes Management to
determine if a Stock Appreciation Right shall be granted in connection with any
Option or as a separate Award. Any Stock Appreciation Right shall be exercisable
in accordance with the terms included in Section II of this Appendix unless the
Committee (or Management, in the case of an individual who is not subject to
Section 16 of the Securities Exchange Act of 1934, as amended) decides
otherwise.

V.        Shares Available for Awards; Plan Terms
          ---------------------------------------

          In addition to the 350,000 shares which were available for awards
under the Plan prior to the effective date hereof, an additional 500,000 shares
shall be available for the grant of stock options pursuant to this Appendix II.

          Except as expressly provided in this Appendix II, all terms of the
Plan shall continue to be in full force and effect.