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                                                                     EXHIBIT 4.5

           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
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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.

(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.
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(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.

(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
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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
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(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 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 
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          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, (i) Stock Appreciation Rights payable
          solely in cash shall not be deemed to be an Award denominated in
          shares and (ii) 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 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 respect to Awards of Incentive Stock Options,
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     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
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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:
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      (i) Exercise Price.  The purchase price per Share purchasable under an
          Option shall be determined by the Committee; provided, however, that
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          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 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.

(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.
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    (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 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 the same time as or at a different time from the grant of
          such other Awards or awards or benefits.
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    (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 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 
<PAGE>
 
          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.

     (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.

   (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 
<PAGE>
 
          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
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     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 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 organization or business, the extent of past,
          current and potential competition or conflict 
<PAGE>
 
          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.

(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
<PAGE>
 
     (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)  The term "Change in Control" shall mean the occurrence of any one of the
     following events:

      (i) the Corporation ceases to be owned by at least 300 shareholders of
          record after December 31, 1996, or ceases, by action of the
          Corporation's Board of Directors, to be either listed on a national
          securities exchange or authorized for quotation on The Nasdaq Stock
          Market;

     (ii) a person, partnership, joint venture, corporation or other entity,
          or two or more of any of the foregoing acting as a "person" within the
          meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
          amended (the "Act), other than the Corporation, a majority-owned
          subsidiary of the Corporation, or an employee benefit plan (or related
          trust) of the Corporation, or such subsidiary, become(s) the
          "beneficial owner" (as defined in Rule 13(d)(3) under the Act) of 15%
          or more of the then outstanding voting stock of the Corporation;

    (iii) during any period of two consecutive years after 1996,
          individuals who at the beginning of such period constitute the
          Corporation's Board of Directors (together with any new Director whose
          election by the Corporation's Board of Directors or whose nomination
          for election by the Corporation'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.

     (iv) all or substantially all of the business or assets of the
          Corporation is disposed of pursuant to a merger, consolidation or
          other transaction in which the Corporation is not the surviving
          corporation or the Corporation combines with another company and is
          the surviving corporation (unless the shareholders of the Corporation
          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
          entity or entities, if any, that succeed to the business of the
          Corporation or (y) the combined company; or

      (v) the Corporation's Board of Directors determines that a tender offer
          for the Corporation's shares indicates a serious intention by the
          offeror to acquire control of the Corporation.

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 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.
<PAGE>
 
          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.

  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 
<PAGE>
 
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.

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.