ceopandamendsthru121908.htm


                     Exhibit 10(ee)


    OLIN
CORPORATION

    


    CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN

    Effective
as of December 1, 2003

    


    TABLE
OF CONTENTS

    


     

    
      	 
      	
              Page

            
	
              ARTICLE I
      DEFINITIONS

            	
              3

            
	
               

              ARTICLE II
      PARTICIPATION

              2.01
      On the Restatement Effective Date

              2.02
      After the Restatement Effective Date

               

            	
              14

              14

              14

            
	
              ARTICLE III
      CONTRIBUTIONS

              3.01
      Tax Deferred Contributions

              3.02
      Limitation on Tax Deferred Contributions

              3.03 Taxed
      Contributions

              3.04
      Employer Contributions

              3.05
      Limitation on Taxed Contributions and Company Contributions

              3.06
      Rollover Contributions and Prior Plan Transfers

              3.07
      Benefit and Contribution Limitations

               

            	
              15

              15

              16

              18

              19

              20

              23

              24

            
	
              ARTICLE IV
      ESOP LOANS

              4.01
      [Reserved]

              4.02
      [Reserved]

              4.03
      Limitations on Stock Acquired with Proceeds of an ESOP Loan.

              4.04
      [Reserved]

              4.05
      [Reserved]

               

            	
              26

              26

              26

              26

              26

              26

               

            
	
              ARTICLE V
      ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

              5.01
      Tax Deferred Contributions and Taxed Contributions

              5.02
      Allocations with Respect to Dividends on Allocated Company
      Stock

              5.03 Matching
      Allocations

              5.04
      Performance Matching Allocations

              5.05
      Aegis Retirement Plan Contribution Allocations

              5.06
      Monarch Retirement Plan Contribution Allocations.

               

            	
              27

              27

              27

              28

              28

              29

              30

            
	
              ARTICLE VI
      INVESTMENT OF CONTRIBUTIONS

              6.01
      Participant Direction of Accounts

              6.02
      Investments in Company Stock

              6.03
      Investment of Company Matching Allocations and Performance Matching
      Allocations

              6.04
      Special Distribution Account

               

            	
              31

              31

              31

              31

              32

               

            
	
              ARTICLE
      VII
      VESTING

              7.01
      Vesting of Tax Deferred Contribution and Taxed Contribution
      Accounts

              7.02
      Vesting of Company Contribution Accounts

              7.03
      Vesting of Amounts Rolled Over or Transferred from Other
Plans

              7.04
      Forfeitures

              7.05
      Repayment of Prior Distributions

               

            	
              34

              34

              34

              34

              34

              35

            
	
              ARTICLE VIII
      WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

              8.01
      Priority for Withdrawals

              8.02 Penalties for General
      Withdrawals

              8.03
      Hardship Withdrawals

              8.04
      Period of Suspension

                             
      8.05 Limitation on Withdrawals for Participants with Outstanding
      Loans

            	
              36

              36

              37

              37

              38

              38

            
	
              ARTICLE IX
      LOANS TO PARTICIPANTS AND BENEFICIARIES

              9.01
      Loan Program

              9.02
      General Rules

              9.03
      Amount

              9.04
      Rate of Interest and Term of Loan

              9.05
      Security

              9.06
      Repayment

               

            	
              39

              39

              39

              39

              39

              39

              40

            
	
              ARTICLE X
      DISTRIBUTIONS

              10.01
      Termination of Employment

              10.02
      Method of Distribution

              10.03
      Form of Distribution

              10.04
      Date of Distribution

              10.05
      Compliance with Applicable Law

              10.06
      Distributions to Comply with Qualified Domestic Relations
      Order

              10.07
      Distribution Rights Pertaining to Stock Distributions

               

            	
              41

              41

              42

              42

              42

              43

              43

              43

               

            
	
              ARTICLE XI
      TRUST FUND

              11.01
      Trust Agreement

              11.02
      Trustee

              11.03
      Return of Contributions

               

            	
              45

              45

              45

              45

            
	
              ARTICLE XII
      ADMINISTRATION

              12.01
      Administrative Committee

              12.02
      Investment Committee

              12.03
      Delegation

              12.04
      Action by Company

              12.05
      Employment of Agents

              12.06
      Fiduciary Responsibilities

              12.07
      Compensation

              12.08
      Committee Liability

              12.09
      Reports to Participants

              12.10
      Administrative Expenses

              12.11
      Special Fiduciary Provisions Concerning Employer Stock

               

            	
              46

              46

              46

              46

              46

              46

              46

              47

              47

              47

              47

              47

            
	
              ARTICLE XIII
      VOTING AND TENDER OFFERS

              13.01
      Voting of Company Stock

              13.02
      Tendering Company Stock

               

            	
              48

              48

              48

               

            
	
              ARTICLE XIV
      AMENDMENT AND TERMINATION

              14.01
      Amendment

              14.02
      Termination

              14.03
      Termination of an Employer’s Participation

               

            	
              50

              50

              50

              50

               

            
	
              ARTICLE XV
      MISCELLANEOUS PROVISIONS

              15.01
      Nonalienation of Benefits

              15.02
      Benefits Paid Solely from the Trust Fund

              15.03
      No Contract of Employment

              15.04
      Incompetency

              15.05
      Missing Recipients

              15.06
      Mergers, Consolidations and Transfers of Plan Assets

              15.07
      Claim Procedures

              15.08
      Cooperation of Participants

              15.09
      Applicable Law

              15.10
      Gender and Number

              15.11
      Headings

              15.12
      Veterans’ Rights Upon Re-Employment

               

            	
              52

              52

              52

              52

              52

              52

              52

              53

              54

              54

              54

              54

              54

               

            
	
              APPENDIX A-1
      TOP HEAVY PROVISIONS

               

            	
               

               

            
	
              APPENDIX A-2
      INTERNAL REVENUE CODE REQUIREMENTS

               

            	
               

               

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    OLIN
CORPORATION

     

    


     

    CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN

     

    


     

    Restated
and Amended as of December 1, 2003

     

    INTRODUCTION

     

    The Olin
Corporation Contributing Employee Ownership Plan (the “Plan”) is a stock bonus
plan that includes a cash or deferred arrangement and includes an “employee
stock ownership plan” component (an “ESOP”) within the meaning of Section
4975(e)(7) of the Internal Revenue Code of 1986, as amended (the
“Code”).  The ESOP portion of the Plan is designed to invest primarily
in employer securities as defined in Section 409(l) of the Code.

     

    The Plan
is amended and restated in this Plan document, the terms of which shall be
effective as of December 1, 2003.  The rights of Employees terminating
service prior to this Restatement Effective Date shall be governed by the terms
of the Prior Plan in effect as of the date the employee terminated service,
provided, however, that if the Employee retains an Account under this Plan after
its Restatement Effective Date, the administration, timing and valuation of the
distribution of such Account shall be determined under the terms of this
Plan.

     

    The
participation of each Participating Employer in this Plan shall be limited to
providing benefits for Participants who are or have been in the employ of such
Participating Employer and its Affiliated Companies.  Contributions by
a Participating Employer shall be determined on the basis of Participants who
have been employed by that particular Participating Employer.  The
Plan shall be administered as a single plan and not as separate plans of the
Company and each Participating Employer.  All contributions made by
the Company and by Participating Employers under the Plan, together with any
increment attributable thereto, shall be used to pay benefits to Participants
under the Plan in accordance with the provisions of the Plan and without regard
to which Participating Employer or Participating Employers have funded the
particular Participant’s benefits.

     

    The
purposes of the Plan are to encourage thrift on the part of employees by
furnishing them with a means to save for the future, and to give Participants an
opportunity to acquire Company Stock and thus become more interested in the
affairs of the Company and their Participating Employer.

     

    


     

    BRIEF
HISTORY

     

    Olin
Corporation established the Plan effective July 1, 1964.  The Plan was
established as a savings plan for eligible employees and was originally known as
the Olin Employee Incentive Thrift Plan.  Effective June 12, 1989, the
Plan, which was then a stock bonus plan with a cash or deferred arrangement, was
renamed the Olin Corporation Contributing Employee Ownership Plan and was
amended to include the ESOP portion of the Plan.  The Plan was
thereafter amended from time to time prior to this restatement.

     

    Effective
as of February 8, 1999, the date of the spin-off of Arch Chemicals, Inc.
(“Arch”) from the Company, the Plan was converted into a multiple employer plan
covering the employees of Olin and its Affiliated Companies, and employees of
Arch and its Affiliated Companies.  Effective as of March 1, 2001,
Arch ceased to be a Participating Employer in the Plan and the Plan ceased to be
a multiple employer plan.  Effective as of the same date, the Accounts
of all Arch Participants were transferred to the Arch Chemicals, Inc.
Contributing Employee Ownership Plan. During the time that the Plan was a
multiple employer Plan, the ESOP portion of the Plan consisted of two ESOP
sub-Accounts: with respect to the Company and its Affiliated Companies, a
sub-account which was invested in employer securities of the Company, and with
respect to Arch and its Affiliated Companies, a sub-account which was invested
in qualifying employer securities of Arch.  The provisions applicable
when the Plan was a multiple employer plan have been generally removed from this
restatement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Effective
as of September 1, 2001, Monarch Brass & Copper Corporation and its
affiliates (“Monarch”), a wholly owned subsidiary of Olin Corporation, became a
Participating Employer in the Plan and its stock bonus plans were merged into
this Plan.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ARTICLE
I

     

    


     

    DEFINITIONS

     

    “Account” shall mean with respect to
any Participant, the aggregate of his Tax Deferred Contribution Account, his
Taxed Contribution Account, his Company Contribution Account and such other
account(s) or sub-accounts as may be established by the Administrative Committee
or the Trustee.

     

    “Active Participant” shall mean any Eligible
Employee who participates in the Plan pursuant to Article II, who is actively
employed by an Affiliated Company and who still has an Account under the
Plan.

     

    “Actual
Contribution Percentage” shall mean, with respect to
a specified group of Eligible Employees, the average of the Contribution
Percentages of the Eligible Employees in each group.  The Contribution
Percentages are ratios (expressed as percentages) for each Eligible Employee in
the group, determined by dividing

     

    (a) the sum
of (i) the fair market value of any Matching Contributions (and Performance
Matching Contributions, and qualified non-elective contributions, if any, but
excluding any amounts used to satisfy the minimum top heavy allocation described
in Appendix A) made on behalf of the Eligible Employee for the Plan Year, plus
(ii) Taxed Contributions made on behalf of or by the Eligible Employee for the
Plan Year, by

     

    (b) the
Eligible Employee’s Earnings for that Plan Year.

     

    For
purposes of determining such ratios, Eligible Employee includes:

     

    (I) an
Employee who is directly or indirectly eligible to make a Tax Deferred
Contribution or to receive an allocation of Matching Contributions and
Performance Matching Contributions (including allocations derived from
forfeitures) under the Plan for a Plan Year;

     

    (II) an
Employee who is unable to make a Tax Deferred Contribution or to receive an
allocation of Matching Contributions or Performance Matching Contributions
because the Employee has not contributed to this Plan or another plan of an
Affiliated Company;

     

    (III) an
Employee who would be eligible to make Tax Deferred Contributions but for a
suspension due to a distribution, a loan or an election not to participate in
the Plan (other than certain one-time elections), even though  the
Employee may not make such Tax Deferred Contributions or receive an allocation
of Matching Contributions or Performance Matching Contributions by reason of
such suspension; or

     

    (IV) an
Employee who is unable to make a Tax Deferred Contribution or to receive an
allocation of Matching Contributions or Performance Matching Contributions
because such Employee may receive no additional annual additions because of
Section 415(c)(1) or, prior to January 1, 2000, because of Section 415(e) of the
Code.

     

    In the
case of an Eligible Employee described in paragraphs (I), (II), (III) or (IV)
above who makes no Tax Deferred Contributions and receives no Matching
Contributions or Performance Matching Contributions under the Plan for a Plan
Year, the Contribution Percentage for such Participant that is to be included in
determining the Average Contribution Percentage for such Plan Year shall be
zero.  In determining the Contribution Percentage, the Administrative
Committee may elect, to the extent permitted in regulations, to take into
account elective deferrals (defined in Code Section 402(g)(3)(A) and qualified
non-elective deferrals which are subject to Code Section 401(k) restrictions (as
defined in Code Section 401(m)(4)(C)) contributed to any Plan maintained by the
Company or an Affiliated Company.

     

    In
determining the Contribution Percentages, the following Matching Contributions
and Performance Matching Contributions shall be excluded:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (x)
Matching Contributions and Performance Matching Contributions that a Participant
forfeits because they correspond to Tax Deferred Contributions in excess of the
permissible dollar limits contained in Code Section 402(g);

     

    (y)
Matching Contributions and Performance Matching Contributions forfeited, or
returned to the Participant, in order to correct an allocation in excess of
Section 415(c) of the Code; and

     

    (z)
Matching Contributions and Performance Matching Contributions that a Participant
forfeits in conjunction with a distribution made to meet the limitations
described in Sections 3.02 and 3.05 of the Plan.

     

    The
Actual Contribution Percentage shall be computed to the nearest one hundredth of
one percent of the Eligible Employee’s Earnings.

     

    The
Actual Contribution Percentage shall be determined separately with respect to
the Bargaining Unit Employees and Non-Bargaining Unit Employees within each of
these two groups.

     

    The
Company elects to compute the Actual Contribution Percentage in accordance with
the foregoing formula on the basis of current Plan Year data for Participants,
notwithstanding the changes to Code Section 401(m)(2)(A) enacted as part of the
Small Business Job Protection Act of 1996. Such election, once made, cannot be
revoked except as provided in IRS guidance, including IRS Notice 98-1. The
Company can switch the Plan to prior year testing (by Plan amendment) only if:
(i) the Plan has used current year testing for the lesser of 5 years, or since
the Plan has been in effect; or (ii) it is otherwise permitted in Notice 98-1 or
subsequent guidance.  If a switch is made from current year testing to
prior year testing, then the rules in Notice 98-1 (or any subsequent guidance)
apply in determining how the Actual Contribution Percentage of Non-Highly
Compensated Employees is adjusted in the year of the switch.

     

    “Actual Deferral
Percentage”
shall mean, with respect to a specified group of Eligible Employees, the average
of the Deferral Percentages of the Eligible Employees in each
group.  The Deferral Percentages are ratios (expressed as percentages)
for each Eligible Employee in the group, determined by dividing

     

    (a) the sum
of (i) the Tax Deferred Contributions made on behalf of or by the Eligible
Employee for the Plan Year, and (ii) qualified non-elective or qualified
matching contributions, if any, by

     

    (b) the
Eligible Employee’s Earnings for that Plan Year.

     

    Such
Actual Deferral Percentage shall be computed to the nearest one hundredth of one
percent of the Eligible Employee’s Earnings.

     

    The
Actual Deferral Percentage shall be determined separately with respect to the
Bargaining Unit Employees and Non-Bargaining Unit Employees within each of these
two groups.

     

    For
purposes of determining such ratios, Tax Deferred Contributions on behalf of any
Participant shall include any Tax Deferred Contributions made pursuant to a
salary reduction agreement, including excess Tax Deferred Contributions of
Highly Compensated Employees (as described in Section 3.02(b)), but excluding
(1) excess Tax Deferred Contributions of Non-Highly Compensated Employees that
arise solely from Tax Deferred Contributions under this Plan or any Plan of the
Company; and (2) Tax Deferred Contributions that are taken into account in the
Actual Contribution Percentage (provided the Actual Deferral Percentage test
described in Section 3.02 is satisfied both with and without exclusion of these
Tax Deferred Contributions).

     

    For
purposes of computing Actual Deferral Percentages, an Eligible Employee who
would be a Participant but for the failure to make a Tax Deferred Contributions
shall be treated as a Participant on whose account no Tax Deferred Contributions
are made.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
Company elects to compute the Actual Deferral Percentage in accordance with the
foregoing formula on the basis of current Plan Year data for Participants,
notwithstanding the changes to Code Section 401(k)(3)(A) enacted as part of the
Small Business Job Protection Act of 1996. Such election, once made, cannot be
revoked except as provided in IRS guidance, including IRS Notice
98-1.  The Company can switch the Plan to prior year testing (by Plan
amendment) only if: (i) the Plan has used current year testing for the lesser of
5 years, or since the Plan has been in effect; or (ii) it is otherwise permitted
in Notice 98-1 or subsequent guidance.  If a switch is made from
current year testing to prior year testing, then the rules in Notice 98-1 (or
any subsequent guidance) apply in determining how the Actual Deferral Percentage
of Non-Highly Compensated Employees is adjusted in the year of the
switch.

     

    The
Actual Deferral Percentage for any Highly Compensated Employee for any Plan Year
who is eligible to have pre-tax contributions allocated to his account under one
or more plans described in Code Section 401(k) maintained by an Affiliated
Company in addition to this Plan shall be determined as if all such
contributions were made to this Plan.

     

    “Administrative
Committee” shall
mean the committee described in Section 12.01.

     

    “Aegis Retirement
Contributions”
shall mean those retirement contributions made by Aegis, Inc. (known after
September 30, 1997 simply as “Aegis”, an unincorporated division of the Company)
(“Aegis”) under Section 3.04(c) of the Plan, with respect to each fiscal year
coinciding with (or ending within ) a Plan Year in which it has net operating
profits, which are allocated to the Aegis Retirement Contribution Accounts of
eligible Aegis Employees in accordance with the service weighted formula
contained in Section 5.05 of the Plan.

     

    “Aegis Retirement
Contribution Account” shall mean with respect to
an eligible Participant employed by Aegis (or formerly employed by Aegis), that
portion of his Account that is attributable to Aegis Retirement
Contributions.

     

    “Affiliated
Company” shall
mean

     

    (a) the
Company,

     

    (b) each
other corporation that is a member of a controlled group of corporations (as
defined in Code Section 414(b), i.e., determined in accordance with Code Section
1563(a), without regard to Code Sections 1563(a)(4) and 1563(e)(3)(C), except
that the phrase “more than 50 percent” shall be substituted for the phrase “at
least 80 percent” wherever it appears in Code Section 1563(a)(1)) that includes
the Company,

     

    (c) any trade
or business under common control (as defined in Code Section 414(c)) with the
Company),

     

    (d) any
organization (whether or not incorporated) which is part of an affiliated
service group that includes the Company,

     

    (e) any
entity required to be aggregated with the Company pursuant to regulations under
Code Section 414(o),

     

    (f) any
subsidiary of the Company designated as an Affiliated Employer by the
Company.

     

    “Arch Common Stock
Fund” means the
Fund under the Plan that is invested primarily in Arch Chemicals, Inc. common
stock, accounted for through units of participation prior to March 1, 2001, and
on and after March 1, 2001, through shares of Arch common stock.

     

    “Bargaining Unit
Employee” shall
mean an Eligible Employee who is covered under a collective bargaining agreement
between employee representatives and a Participating Employer.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Beneficiary” shall mean such beneficiary
or beneficiaries as may be designated from time to time by the Participant, in
writing, to the Administrative Committee, to receive, in the event of the
Participant’s death, the value of his Account at the time of his
death.  In the case of a Participant who is married, the Beneficiary
shall be the Participant’s Spouse unless such Spouse consents in writing on a
form witnessed by a Plan representative or notary public to the designation of
another person as Beneficiary.  In the event that a Participant dies
without a surviving Spouse and without having in effect at the time of his death
a proper Beneficiary designation, his Beneficiary shall be his
estate.

     

    “Board of
Directors” shall
mean the board of directors of the Company.

     

    “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.  References to any
section of the Code shall include any successor provision thereto and applicable
regulations thereunder.

     

    “Company” shall mean Olin Corporation
and any successor thereto by merger, purchase or otherwise.

     

    “Company
Contributions” shall mean Matching Contributions,  Performance
Matching Contributions, Aegis Retirement Contributions and Monarch Retirement
Contributions (if any).

     

    “Company
Contribution Account” shall mean, with respect to
a Participant, that portion of the Participant’s Account that is attributable to
Company Contributions (if any).

     

     “Company
Stock” shall
mean shall mean the common stock of the Company constituting employer securities
within the meaning of Code Section 409(1).

     

    “Compensation” shall mean basic
compensation paid to an Eligible Employee for regularly scheduled hours of work
rendered to any Participating Employer, prior to reduction for any Tax Deferred
Contributions or any salary reduction contributions made to a plan described in
Section 125 of the Code.  “Compensation” shall exclude any additional
compensation such as shift differentials, overtime (other than overtime for
hours that are deemed by a Participating Employer to be part of an Eligible
Employee’s regularly scheduled hours of work), living and similar allowances and
incentive compensation, such as amounts received from bonus plans and from the
exercise of a stock appreciation right or stock option.

     

    For Plan
Years beginning on or after January 1, 1994, the maximum amount of annual
Compensation that may be taken into account under the Plan shall not exceed
$150,000, as adjusted for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Code, as amended from time to time. The
Compensation taken into account in determining allocations for any Plan Year
beginning after December 31, 2001 shall not exceed $200,000, as adjusted for
cost of living increases in accordance with section 401(a)(17)(B) of the Code.
The cost-of-living adjustment in effect for a calendar year applies to any
period (such as a Plan Year), not exceeding 12 months, beginning in such
calendar year, over which compensation is determined (i.e., a determination
period).  If a determination period consists of fewer than 12 months,
the Compensation limit will be multiplied by a fraction, the numerator of which
is the number of months in the determination period, and the denominator of
which is 12.

     

    “Current Market
Value,” shall
mean:

     

    (I) on
any day

     

    (A) as
applied to transactions involving Company Stock,

     

    (i) if shares
of Company Stock are sold, the weighted average net share price the Trustee
receives for all shares sold on a given date, or, if not all directions to sell
can be fully executed on a given date, then the weighted average net share price
received over the period necessary to fully execute such direction to sell (the
last day of such period being referred to as the “settlement date”), which
average shall be based on the average net proceeds per share sold on each day a
sale is made in accordance with the direction to sell until the entire amount
directed as of the given date to be sold has been sold.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (ii) if shares
of Company Stock are purchased (and subparagraph iii is inapplicable), the
weighted average price per share (including commissions and other expenses, if
any) the Trustee pays for all shares on the date of the purchase, or, if not all
directions to purchase can be fully executed on a given date, then the weighted
average share price paid over the period necessary to fully execute such
direction to purchase (including commissions and other expenses, if any), which
shall be based on the average price per share (including commissions and other
expenses, if any) paid on each day a purchase is made in accordance with the
direction to purchase until such direction has been fully executed.

     

    (iii) if shares
of Company Stock are purchased directly from the Company or directly contributed
by the Company, whether such shares are treasury stock, authorized and
previously unissued shares, or shares previously issued and repurchased by the
Company, then the purchase price (or contribution value) shall be the weighted
average price per share that the Trustee would pay for shares purchased on the
open market (as of the date that contributions are wired to the Trustee, in the
case of Participant directed investments); expressly provided, however, that no
commissions shall be charged with respect to such purchases (or contributions)
and if there are no open market purchases made by the Trustee on such date, then
the purchase price per share  (or contribution value per share) for
such stock shall be the average of the high and low price for Company Stock as
reported on the New York Stock Exchange consolidated transaction reporting
system on such date.

     

    Directions
to purchase and sell shall be batched and delivered to the Trustee on a daily
basis, and the net proceeds from actual purchases and sales will be applied to
satisfy the oldest batch of outstanding trade directions on a “first in, first
out” basis.

     

    (B) as
applied to transactions involving other investments permitted under the terms of
the Plan, the closing market price as reported by the National Association of
Securities Dealers, the New York Stock Exchange consolidated transaction
reporting system or such other third-party reporting system or pricing source as
the Trustee shall determine is appropriate for the applicable
investment

     

    (i) if the
recordkeeper receives a direction to buy or sell by 4 p.m. Eastern Time (or such
other time established by the record keeper from time to time or for a
particular date) on a day the markets are open, on the date the order is
received, or

     

    (ii) if the
recordkeeper receives an order to buy or sell after such time or the markets are
not open on the date on which the instruction is received, as of the next
succeeding business date.

     

    (C) for
reporting purposes (which includes, but is not limited to, reports provided via
Participant Account statements,  and the online reporting system (if
any) or voice response system (if any) of the recordkeeper), the closing market
price of the particular investment, as reported by the applicable third-party
reporting system or pricing source, provided, however, that if the last day of
the reporting period is not a business day, then the closing market price as of
the most recent preceding business day shall be used.  Notwithstanding
the foregoing,

     

    (i) if a
Participant directs that some or all of the Company Stock in his account be
sold, the net proceeds of the sale will be credited to his Account, and his
Account shall be updated, as of the settlement date based on the Current Market
Value described in subparagraph (A)(i) above;

     

    (ii) if a
Participant directs the purchase of Company Stock for his account, the Company
Stock will be credited to his Account, and his Account shall be updated, as of
the settlement date based on the Current Market Value described in subparagraph
(A)(ii) above; and

     

    (iii) any
transfer of assets into, or out of, other Funds, related to a purchase or sale
of Company Stock, will not be effected until the settlement date of such
transaction.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Earnings” shall mean compensation as
set forth in Section 414(s) of the Code prior to reduction for any Tax Deferred
Contributions or any salary reduction contributions made to a plan described in
Section 125 of the Code. For Plan Years beginning on or after January 1, 1994,
the maximum amount of Earnings that may be taken into account under the Plan
shall not exceed $150,000, as adjusted for increases in the cost of living in
accordance with Section 401(a)(17)(B) of the Code, as amended from time to time
(i.e., $150,000 through December 31, 1996, $160,000 during each of 1997 through
1999, and $170,000 for 2000 and 2001). The Earnings taken into account for any
Plan Year beginning after December 31, 2001, shall not exceed $200,000, as
adjusted for cost of living increases in accordance with section 401(a)(17)(B)
of the Code. The cost-of-living adjustment in effect for a calendar year applies
to any period (such as a Plan Year), not exceeding 12 months, beginning in such
calendar year, over which compensation is determined (i.e., a determination
period).  If a determination period consists of fewer than 12 months,
the Earnings limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

     

    “Effective
Date” of the
original plan shall mean July 1, 1964.  The Effective Date of this
Restatement (the “Restatement Effective Date”) is December 1, 2003 except as
otherwise expressly provided herein.

     

    “Eligible
Employee” shall
mean any person who is employed (including any officer or director who is also
an employee) by and as such is enrolled on the active payroll of a Participating
Employer, provided such Employee is also either (i) performing services in the
United States or (ii) a citizen of the United States performing services outside
the United States at the request of a Participating Employer.

     

    Such term
shall not include (unless otherwise determined by the Company) (1) employees of
a plant owned by the United States government and operated for the government by
a Participating Employer; (2) Employees included in a collective bargaining unit
with which an agreement has not been signed respecting the Plan; or (3) any
other person who is not considered to be an Employee of the Company or an
Affiliated Company by such entity.  In all cases of doubt, the
Administrative Committee shall decide whether a person is an Eligible Employee
as defined herein. In no event shall an individual who is leased from an
organization that is not an Affiliated Company to an Affiliated Company and is a
Leased Employee be treated as an Eligible Employee for purposes of this
Plan.  An Eligible Employee shall not include for any purpose of the
Plan any independent contractor or Leased Employee who performs services for the
Company, Affiliated Company or Participating Employer, or any other individual
performing services who is not treated or classified as an employee by the
Company, Affiliated Company or Participating Employer, even if a court,
administrative agency or other entity determines that such individual is a
common law employee.

     

    “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time.  References to any section of ERISA shall include any successor
provision thereto and any applicable regulations thereunder.  Any term
or phrase defined in ERISA shall, if used herein, be given the same meaning
assigned to it by ERISA unless a different meaning is plainly required by the
context.

     

    “ESOP” shall mean the employee
stock ownership plan component of the Plan.

     

    “ESOP
Account” shall
mean that portion of the Account which, with respect to any Participant with
benefits accrued during periods of service for a Participating Employer, is
attributable to his Taxed Contributions, Company Contributions and other amounts
subject to Code Section 401(m) restrictions that are contributed by his
Participating Employer.

     

    “ESOP
Loan” shall mean
a loan (or other extension of credit) used by the Trustee to finance the
acquisition of Company Stock pursuant to Article IV or to refinance an ESOP
Loan.

     

    “Five Percent
Shareholder”
shall mean a person who owns (or is considered to own within the meaning of
Section 318 of the Code) more than five percent of the outstanding stock or
stock possessing more than five percent of the total combined voting power of
all stock of a Participating Employer.

     

    “Former
Participant”
shall mean any Eligible Employee who participates in the Plan pursuant to
Article II, who is no longer employed by an Affiliated Company and who still has
an Account under the Plan.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Fund” shall mean the various
investment funds available under the Plan.

     

    “Highly
Compensated Employee” shall mean an Eligible
Employee who:

     

    (i) was a
Five Percent Shareholder during the Plan Year or the previous Plan Year;
or

     

    (ii) had
Earnings in excess of $80,000 for the previous Plan Year and, effective for Plan
Years beginning on and after January 1, 2001, was in the group consisting of the
top 20% of Employees when ranked on the basis of compensation paid during such
previous Plan Year.  The foregoing dollar threshold in (ii), above,
shall be adjusted at the same time and in the same manner as the dollar limit on
benefits under a defined benefit plan is adjusted pursuant to Section 415(d) of
the Code  The dollar threshold for a particular look back year is
based on the dollar threshold in effect for the calendar year in which the look
back year begins.  A former Eligible Employee shall be considered a
Highly Compensated Employee if he was a Highly Compensated Employee either for
the Plan Year in which his separation from service began or for any Plan Year
ending on or after the former Eligible Employee’s 55th birthday.  The
determination of who is a Highly Compensated Employee will be made in accordance
with Section 414(q) of the Code and the regulations thereunder.

     

    “Hour of
Service” shall
mean any hour for which an employee is directly or indirectly paid, or entitled
to payment by the Company or another Affiliated Company for the performance of
duties.

     

    “Investment
Committee” shall
mean the committee described in  Section 12.02.

     

    “Leased
Employee” shall
mean any person (other than an employee of the recipient) who pursuant to an
agreement between the recipient and any other person (“leasing organization”)
has performed services for the recipient (or for the recipient and related
persons determined in accordance with section 414(n)(6) of the Code) under the
primary direction or control of the recipient on a substantially full-time basis
for a period of at least one year.

     

    Contributions
or benefits provided for a Leased Employee by the leasing organization that are
attributable to services performed for the recipient employer shall be treated
as provided by the recipient employer.  A Leased Employee shall not be
considered an employee of the recipient if:  (i) such employee is
covered by a money purchase pension plan providing:  (1) a
nonintegrated employer contribution rate of at least ten percent (10%) of
compensation, as defined in section 415(c)(3) of the Code, but including amounts
contributed by the employer pursuant to a salary reduction agreement which are
excludable from the employee’s gross income under section 125, section
402(a)(8), section 402(h) or section 403(b) of the Code, (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased employees do
not constitute more than 20 percent (20%) of the recipient’s Non-Highly
Compensated Employee workforce.

     

    “Matching
Contribution”
shall mean a matching contribution (within the meaning of Code Section 401(m))
made by a Participating Employer on behalf of a Participant with respect to Tax
Deferred Contributions and Taxed Contributions, and allocated to a Participant’s
Company Contribution Account pursuant to Section 5.03.

     

    “Monarch
Retirement Contributions” shall mean those retirement
contributions made by the Monarch Brass & Copper Corporation, a subsidiary
of Olin Corporation, and its affiliates (collectively known as “Monarch”) on
behalf of certain collectively bargained Employees under Section 3.04(d) of the
Plan, with respect to each fiscal year coinciding with (or ending within) a Plan
Year, which are allocated to the Monarch Retirement Contribution Accounts of
eligible collectively bargained Employees in accordance with the formula
contained in Section 5.05 of the Plan.

     

    “Monarch
Retirement Contribution Account” shall mean with respect to
an eligible Participant employed by Monarch, that portion of his Account
attributable to Monarch Retirement Contributions.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “Non-Highly
Compensated Employee” shall mean an Eligible
Employee who is not a Highly Compensated Employee.

     

    “Olin Common Stock
Fund” means the
Fund under the Plan that is invested primarily in Company Stock, accounted for
through units of participation prior to March 1, 2001, and on and after March 1,
2001, though shares of Company Stock.

     

    “Participant” shall mean any Active
Participant or Former Participant (where applicable).

     

    “Participating
Employer” shall
mean the Company, and any other Affiliated Company which  has been
designated a Participating Employer herein and which has adopted this
Plan.  As a condition of participation in the Plan, each Participating
Employer, including, without limitation, Monarch Brass & Copper Corporation,
and each Affiliated Company of the Company and Monarch, shall be deemed to have
authorized the Company and the named fiduciaries to act for it in all matters
arising under or with respect to the Plan, including the right of the Company to
amend the Plan for all Participating Employers, and shall be deemed to have
agreed to comply with such other terms and conditions concerning the Plan as may
be imposed by such entities.

     

    “Performance
Matching Contribution” shall mean a matching
contribution (within the meaning of Code Section 401(m)) made by a Participating
Employer on behalf of a Participant with respect to Tax Deferred Contributions
and Taxed Contributions, and allocated to a Participant’s Company Contribution
Account pursuant to Section 5.04.

     

    “Period of
Continuous Service” shall mean:

     

    (a) prior to
July 1, 1976, the Participant’s period of continuous participation in the Plan
to July 1, 1976, and the waiting period in effect with respect to such
Participant; and

     

    (b) from July
1, 1976, the aggregate period or periods beginning on July 1, 1976, or the date
on which the Participant is first credited with an Hour of Service (or his
reemployment commencement date), if later, and ending on his next following
Severance from Service Date.  In addition, effective July 1, 1976, (i)
if an individual incurs a Severance from Service Date as the result of a
voluntary termination, discharge or retirement and he returns to service within
12 months of his Severance from Service Date, or (ii) if during an absence from
service for any reason other than a voluntary termination, discharge or
retirement, he incurs a Severance from Service Date as the result of a voluntary
termination, discharge or retirement and he returns to service within 12 months
of the date on which he was first absent from service, the period during which
he is absent from service shall be included in his Period of Continuous
Service.

     

    If an
individual incurs a Period of Severance, his Period of Continuous Service shall
not include his service prior to such Period of Severance if (a) the individual
was not vested in any portion of his Company Contribution Account and the Period
of Severance equaled or exceeded the greater of five years or his prior Period
of Continuous Service or (b) the individual does not complete a one year Period
of Continuous Service after his reemployment commencement date.  In
addition, any period ending on or before July 1, 1985 that was disregarded as of
that date under the break in service provisions in effect immediately prior to
such date shall also not be included in the Participant’s Period of Continuous
Service.  Under such rules and conditions which shall be uniform in
their nature and application to all Participants similarly situated, a Period of
Continuous Service may be credited by the Administrative Committee during a
period of absence from service.

     

    With
respect to Participants employed by Monarch on June 8, 2001 when Olin acquired
the Monarch Brass and Copper Company, Periods of Continuous Service under this
Plan shall include all service credited to Participants under the terms of the
stock bonus plans of Monarch, as of the date of its acquisition by the
Company.

     

    In the
event an individual who was a Leased Employee within the meaning of Section
414(n)(2) of the Code becomes an Eligible Employee and an Affiliated Company was
the recipient of such individual’s services as a Leased Employee, his prior
employment as a Leased Employee shall be credited as part of his Period of
Continuous Service.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Effective
for reemployments commencing on or after December 12, 1994, service credit with
respect to qualified military service will be provided in accordance with
section 414(u) of the Code. Accordingly, if an Employee in qualified military
service returns to employment with the Company during the time that his
re-employment rights are protected, then he shall receive credit for Periods of
Continuous Service for the period of his qualified military service. Such
Employee shall be permitted to make up Tax Deferred Contributions or Taxed
Contributions with respect to the period of his qualified military service,
within a time period not exceeding the lesser of (I) three times the length of
his qualified military leave or (II) five years.  If the Employee
makes up such contributions on a timely basis, then the Company shall make-up
any related Company Contributions.

     

    With
respect to unpaid family and medical leave, contributions, benefits and service
credit will be provided in accordance with 29 CFR Section 825.215, effective for
leaves commencing on or after August 5, 1993. During an unpaid medical or family
leave under the FMLA, the Participant shall not incur any Break in Service, and
shall receive credit for Periods of Continuous Service.

     

    “Period of
Severance” shall
mean the period of time commencing on an individual’s Severance from Service
Date and ending on the date on which he again performs an Hour of
Service.

     

    “Plan” shall mean the Olin
Corporation Contributing Employee Ownership Plan (known prior to June 12, 1989,
as the Olin Employee Incentive Thrift Plan), as set forth herein and as amended
from time to time.

     

    “Plan
Year” shall mean
the twelve-month period from January 1 through December 31.

     

    “Prior
Plan” means the
Olin Corporation Contributing Employee Ownership Plan, prior to its restatement
into this Plan.

     

    “QDRO” shall mean a domestic
relations order that is determined to be a qualified domestic relations order,
as defined in Section 414(p)(1) of the Code.

     

    “Regulations” shall mean the regulations
and other interpretive procedures and bulletins issued pursuant to ERISA or the
Code.

     

    “Required
Beginning Date”
shall mean, effective as of January 1, 1997,  April 1st of the
calendar year following the later of the calendar year in which the Participant
(1) attains age 70 1/2 or (2) terminates employment; provided however
that

     

    (a) with
respect to any Five Percent Owner, the “Required Beginning Date” shall be
determined without regard to clause (2) above, and

     

    (b) with
respect to any Active Participant who reached age 70 1⁄2 during 1996, 1997 or
1998, such Participant’s Required Beginning Date shall be April 1 of the
calendar year following the year in which the Participant reaches age 70 1⁄2,
unless the Participant elects to defer the commencement of his benefits until
his actual retirement.

     

    (c) A
Participant is a “Five Percent Owner” if such Participant is a 5 percent owner
as defined in Code Section 416(i) at any time during the Plan Year ending with
or within the calendar year in which such owner reaches age 66 1/2 or in any
subsequent Plan Year.

     

    “Retirement” shall mean retirement under
any retirement plan of a Participating Employer on or after the attainment of
age 55 or termination of employment for any reason of an Active Participant who
is entitled to a fully vested retirement allowance under any retirement plan of
a Participating Employer.

     

    “Severance from
Service Date”
shall mean the earlier of (a) the date the employee quits, is discharged,
retires, or dies and (b) the first anniversary of the first date of a period in
which an employee remains absent from service for any other
reason.  Notwithstanding the foregoing, if the employee has been
granted a leave of absence or layoff and the date of termination of such leave
or layoff occurs after the first anniversary of his absence from service under
clause (b) above, such termination date will be the Severance from Service Date.
Effective for reemployments commencing on or after December 12, 1994, service
credit with respect to qualified military service will be provided in accordance
with section 414(u) of the Code.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    In the
event an employee is absent from service beyond the first anniversary of the
first date of absence occurring;

     

    (a) as a
result of the pregnancy of the employee, the birth of a child of the employee,
the placement of a child with the employee by reason of adoption or for purposes
of caring for a child of the employee immediately following the child’s birth or
adoption, or

     

    (b) on or
after January 1, 1993, by reason of the placement of a child with the Employee
in connection with the foster care of any such child by the Employee, for the
purposes of caring for any such child during the period immediately following
such child’s foster care placement, because the employee is needed to care for a
family member with a serious health condition, or because the employee’s own
serious health condition makes the employee unable to perform the functions of
his job, then a Severance from Service Date shall not occur until the second
anniversary of the separation from service.

     

    The
period between the first and second anniversary of the first date of such
absence from service shall not count either as a Period of Continuous Service or
a Period of Severance.

     

    “Spouse” shall mean the individual
to whom a Participant is validly married, as evidenced by a marriage certificate
issued in accordance with state law.  Common law marriages shall not
be recognized under the Plan, and no individual shall be or become entitled to
benefits under this Plan solely on account of a common law
marriage.

     

    “Tax Deferred
Contribution Account” shall mean, with respect to
any Participant, that portion of his Account that is attributable to (a) Tax
Deferred Contributions made on his behalf, (b) any qualified non-elective or
qualified matching contributions treated as Tax Deferred Contributions under
Section 3.02, and (c) Rollover Contributions and prior plan transfers to the
extent they are attributable to pre tax contributions made on behalf of the
Participant.

     

    “Tax Deferred
Contributions”
shall mean employer contributions made to the Plan at the election of a
Participant, in lieu of unreduced compensation, pursuant to a salary reduction
agreement or other deferral mechanism, as provided in Section 3.01.

     

    “Taxed
Contribution Account” shall mean, with respect to
any Participant, that portion of his Account attributable to (a) his Taxed
Contributions (plus any qualified non-elective contributions treated as Taxed
Contributions, if any), and (b) prior plan transfers to the extent they are
attributable to after tax contributions made by the Participant.

     

    “Taxed
Contributions”
shall mean employee voluntary after-tax contributions made to the Plan by a
Participant as provided in Section 3.03.

     

    “Total and
Permanent Disability” shall mean a disability
incurred by a Participant, who as a result of such disability, is eligible to
receive total and permanent disability benefits under a plan providing longterm
disability benefits maintained by a Participating Employer, or if not eligible
to participate in such a plan at the time of the purported disability, is
receiving disability benefits under the Social Security Act or is unable to
perform or be trained for any job for which the Participant is reasonably suited
or for which he is qualified by education, training or
experience.  Any question as to whether a Participant is, or continues
to be, Totally and Permanently Disabled shall be determined by the
Administrative Committee.

     

    “Trust
Agreement” shall
mean the agreement or agreements between the Company and the Trustee, as amended
from time to time, pursuant to which the Plan is funded.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Trustee” shall mean the trustee or
trustees acting as such under the Trust Agreement or Trust Agreements in effect
from time to time.

     

    “Valuation
Date” shall mean
each date on which Current Market Value is determined.

     

    “Year of
Service” shall
mean any 12 month Period of Continuous Service.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ARTICLE
II

     

    


     

    PARTICIPATION

     

    2.01 On the Restatement Effective
Date.  Any Eligible Employee who was an Active Participant in
the Plan immediately prior to its restatement, shall be an Active Participant in
the restated Plan on its Restatement Effective Date, provided he is still an
Eligible Employee.

     

    2.02 After the Restatement
Effective Date.  Any other Eligible Employee may become an
Active Participant as soon as practicable after completing the enrollment
procedure prescribed by the Administrative Committee without satisfying a
waiting period.

     

    (a) Eligibility
Requirement for Aegis Retirement Contribution.  Aegis Employees shall
be entitled to Aegis Retirement Contributions only if they have
completed  at least one Year of Service by December 31 of the year
with respect to which a contribution is being made.

     

    (b) Eligibility
Requirement for Monarch Retirement Contribution.  Monarch Employees
shall be entitled to Monarch Retirement Contributions only if they have
completed at least one Year of Service by December 31 of the year with respect
to which a contribution is being made, including service with Monarch prior to
its acquisition by the Company.

     

    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    


     

    CONTRIBUTIONS

     

    3.01 Tax Deferred
Contributions

     

    (a) Subject
to the provisions of this Section 3.01 and Section 3.02, each Active Participant
may elect to have his Compensation reduced by from 1% to 15% (in whole integers)
during the period in which such Compensation is paid and have that amount
contributed to the trust fund by his Participating Employer on his behalf.
Effective with respect to deferrals made on or after January 1, 2002, the 15%
limit shall no longer apply to Active Participants who are Non-Highly
Compensated Employees.  At any time, the Administrative Committee may
reduce the rate of future Tax Deferred Contributions to be made on behalf of
Active Participants who are Highly Compensated Employees in order to satisfy the
test described in Section 3.02.  If the Compensation of an Active
Participant is changed, the dollar amount of his Tax Deferred Contributions will
automatically be changed so that the percentage elected is not
changed.

     

    (b) In no
event shall the Tax Deferred Contributions when added to all other elective
deferral contributions (within the meaning of Code Section 402(g)(3)) made on
behalf of any Active Participant under any plan maintained by an Affiliated
Company for any calendar year exceed the maximum dollar amount as determined by
the Commissioner of Internal Revenue pursuant to Code Section 402(g) for such
calendar year (i.e., $10,500, 2000 and 2001 $11,000 for 2002, $12,000 for 2003,
$13,000 for 2004, $14,000 for 2005 and $15,000 for 2006).  In the
event the foregoing dollar limitation is exceeded for any calendar year, the
excess Tax Deferred Contributions, plus the pro rata share of income and losses
thereon, determined as of the distribution date in accordance with regulations
issued by the Secretary of the Treasury, shall be distributed to the Participant
on whose behalf such contribution was made by April 15 of the following calendar
year.

     

    (c) An Active
Participant eligible to have Tax Deferred Contributions made on his behalf may
elect to completely suspend such contributions or to change the percentage of
the reduction in his Compensation; provided, however, that such suspension or
change will not take effect until the Active Participant’s next pay period
following the recordkeeper’s receipt of such instruction.

     

    (d) Tax
Deferred Contributions for any month will be paid by the Active Participant’s
Participating Employer to the trust fund as soon as feasible after the end of
each pay period, but in no event later than fifteen (15) business days following
the end of the month with respect to which such amounts are
withheld.

     

    (e) Effective
with respect to Tax Deferred Contributions made in Plan Years commencing on or
after January 1,2002. and notwithstanding the limitations in Section 3.01(b)
above, all Employees eligible to make Salary Reduction Contributions who have
attained age 50 before the close of the Plan Year shall be eligible to make
Catch-up Contributions in accordance with and subject to the limitations of
section 414(v) of the Code (i.e., for 2002 the “applicable dollar limit” is
$1,000, $2,000 for 2003, $3,000 for 2004, $4,000 for 2005, and $5,000 for 2006
and thereafter).  Such Catch-up Contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required
limitations of Sections 402(g) and 415 of the Code.  The Plan shall
not be treated as failing to satisfy the provisions of the Plan implementing the
requirements of section 401(k)(3), 401(k)(1l), 401(k)(12), 410(b) or 416 of the
Code, as applicable, by reason of the making of such Catch-up
Contributions.  Catch-up Contributions shall be treated as Tax
Deferred Contributions and shall be allocated to Active Participants’ Tax
Deferred Contribution Accounts.  Such additional “catch-up”
contributions shall be unmatched, unless the Active Participant has not already
contributed the amount necessary to entitle him to the maximum Matching
Contribution under Section 5.03, in which case such “catch-up” contributions
shall be matched up to the maximum specified in Section
5.03.  Catch-up Contributions shall not be considered Salary Reduction
Contributions for purposes of the Average Deferral Percentage test of Section
3.02 of the Plan.  The extent to which an Active Participant’s Tax
Deferred Contributions are characterized as catch-up contributions, rather than
Taxed Contributions, or Excess Contributions otherwise subject to .the various
Plan and Code limitations, shall be determined by the Administrative Committee
as of the end of the Plan Year, in accordance with Code Section 414(v) and
regulations issued thereunder.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    3.02 Limitation on Tax Deferred
Contributions.  The Administrative Committee shall make the
following determinations separately with respect the Bargaining Unit Employees
and Non-Bargaining Unit Employees.

     

    (a) If the
Tax Deferred Contributions (plus any qualified non-elective or qualified
matching contributions treated as Tax Deferred Contributions) made on behalf of
the Highly Compensated Employees for any Plan Year are in excess of the amount
permitted under the following provisions for such Highly Compensated Employees,
such excess contributions plus the pro rata share of income and losses thereon
determined as of the distribution date in accordance with regulations issued by
the Secretary of the Treasury shall be distributed to such Highly Compensated
Employees by the end of the following Plan Year and, if possible, before the
close of the first two and one half months of the following Plan
Year.  Alternatively, with respect to such Plan Year, the Company may,
in its discretion, make qualified non-elective and qualified matching
contributions, as defined in Treas. Reg. Section 1.401(k)-1(g)(13), subject to
the requirements for full vesting and the Code Section 401(k) withdrawal
restrictions, as may be necessary for the following provisions of this section
to be satisfied.  Any qualified non-elective and qualified matching
contributions treated as Tax Deferred Contributions for purposes of satisfying
the provisions of this section shall not be taken into account for purposes of
satisfying the average contribution percentage test of Code Section 401(m) as
provided in Section 3.05 hereof.

     

    (b) All or a
portion of the Tax Deferred Contributions (plus any qualified non-elective or
qualified matching contributions treated as Tax Deferred Contributions) for
Highly Compensated Employees shall be deemed to be excessive for the then
current Plan Year if the Actual Deferral Percentage for such Highly Compensated
Employees exceeds the greater of (i) or (ii) below:

     

    (i) the
product of the Actual Deferral Percentage for all Eligible Employees (other than
Highly Compensated Employees) who are eligible to have Tax Deferred
Contributions made on their behalf multiplied by 1.25, or

     

    (ii) the
product of the Actual Deferral Percentage for all Eligible Employees (other than
Highly Compensated Employees) who are eligible to have Tax Deferred
Contributions made on their behalf multiplied by 2.0; provided, however, that
the product described in this clause (ii) shall be limited to the sum of the
Actual Deferral Percentage for all Eligible Employees (other than Highly
Compensated Employees) plus two percentage points.

     

    (c) In the
event any portion of a Participant’s Tax Deferred Contributions are distributed
pursuant to Section 3.01(b) as a result of the dollar limit applicable to Tax
Deferred Contributions pursuant to Code Section 402(g), (i) any excess
contributions required to be distributed pursuant to Section 3.02(b) shall be
reduced by the amount of such excess deferrals and (ii) such Participant’s
Actual Deferral Percentage shall be determined before such excess deferral is
distributed if the Participant is a Highly Compensated Employee.

     

    (d) Notwithstanding
the foregoing, the Administrative Committee may, in its discretion, permit a
Participant with excess contributions that would otherwise be distributed
pursuant to Section 3.02(b), above, to elect to have all or part of such excess
contribution recharacterized as a Taxed Contribution; provided, however, that
(i) such recharacterization shall occur within 2 1/2 months after the close of
the Plan Year to which the excess contribution relates; (ii) the recharacterized
amounts shall be reported by the Company as includible in the Participant’s
taxable income as of the earliest date any Tax Deferred Contribution made on
behalf of the Participant during the Plan Year would have been received by the
Participant but for the Participant’s election to defer; (iii) the
recharacterized amount shall continue to be treated as an employer contribution
for purposes of the deduction rules of Code Section 404, the annual additions
limits of Code Section 415 and certain other purposes stated in Treas. Reg.
Section 1.401(k)-1(f)(3)(ii); (iv) the recharacterized amounts shall continue to
be subject to the distribution and nonforfeitability rules applicable to Tax
Deferred Contributions and other elective contributions under Code Section
401(k); (v) the recharacterized amounts shall be taken into account for purposes
of the average contribution percentage test of Code Section 401(m), as provided
in Section 3.05 of the Plan; and (vi) the election to recharacterize shall be
subject to such uniform, generally applicable administrative procedures as
determined by the Administrative Committee.  For Plan Years commencing
on or after January 1, 2002, the Administrative Committee may in its discretion
recharacterize Excess Tax Deferred Contributions that would otherwise be
distributed pursuant to this Section 3.02 as Catch-up Contributions in
accordance with Section 3.01(e) hereof and section 414(v) of the Code, provided
that the applicable dollar amount has not already been met for the calendar
year.

     

    
      
        
        

      

      
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    (e) The
amount of Tax Deferred Contributions to be distributed pursuant to paragraph (a)
above shall be determined by making the following adjustments to the Tax
Deferred Contributions for Participants who are Highly Compensated Employee so
that after adjustment one of the two tests of paragraph (b), above, is met and
the excess Tax Deferred Contributions have been reduced to zero.

     

    (i) Each
Participant who is a Highly Compensated Employee, beginning with the Participant
having the highest dollar deferral, shall have Tax Deferred Contributions in
excess of the permissible deferral percentage limits (“Excess Contributions”)
returned to such Participant (together with income or loss allocable thereon)
until such Participant’s Tax Deferred Contributions are reduced to the dollar
amount of the Tax Deferred Contributions of the Highly Compensated Employee with
the next highest dollar amount of Tax Deferred Contributions and continuing in
descending order with the next Highly Compensated Employee with the next highest
dollar deferral, until one of the tests described in paragraph (b) is
satisfied.  If such amounts are distributed more than two and one-half
(2-1/2) months after the last day of the Plan Year in which the excess arose, a
ten percent (10%) excise tax will be imposed on the Company.  Such
distributions shall be made to Highly Compensated Employees on the basis of the
respective portions of the Excess Contributions attributable to each such
Employee.  Determination of income or loss for Excess Contributions up
to the date of distribution shall be made in the same manner as income or loss
for excess Tax Deferred Contributions that exceed the limit of Code Section
402(g).

     

    (ii) Excess
Contributions shall be determined under the following procedures:

     

    (1) calculate
the dollar amount of Excess Contributions for each affected Highly Compensated
Employee as follows:

     

    (A) Rank all
Highly Compensated Employees in descending order based on their Actual Deferral
Percentage and then reduce the Actual Deferral Percentage of the Highly
Compensated Employee with the highest Actual Deferral Percentage by the amount
required to cause such Highly Compensated Employee’s Actual Deferral Percentage
to equal the Actual Deferral Percentage of the Highly Compensated Employee with
the next highest Actual Deferral Percentage (or, if less, by the reduction
necessary to enable the Plan to satisfy one of the two tests described in
paragraph (b), above);

     

    (B) Repeat
the process in (A) above with respect to all Highly Compensated Employees with
the next highest Actual Deferral Percentage, until the Plan satisfies one of the
two tests described in paragraph (b), above, and the highest permitted Actual
Deferral Percentage is determined;

     

    (C) The
amount of Excess Contributions for each Highly Compensated Employee shall be an
amount equal to such Highly Compensated Employee’s Tax Deferred Contributions
(plus any qualified nonelective contributions or qualified matching
contributions taken into account in determining such Highly Compensated
Employee’s Actual Deferral Percentage prior to applying (A) and (B) above),
minus an amount determined by multiplying such Highly Compensated Employee’s
Actual Deferral Percentage, determined after applying (A) and (B) above, by the
Compensation used in determining such Highly Compensated Employee’s Actual
Deferral Percentage;

     

    
      
        
        

      

      
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    (2) Determine
the total of the dollar amounts (total Excess Contributions) calculated in Step
(1);

     

    (3) Distribute
the total Excess Contributions determined in (2) above as follows:

     

    (A) Rank all
Highly Compensated Employees in descending order based on the dollar amount of
their Tax Deferred Contributions and reduce the Tax Deferred Contributions of
the Highly Compensated Employee with the highest dollar amount of Tax Deferred
Contributions by the amount required to cause that Highly Compensated Employee’s
Tax Deferred Contributions to equal the dollar amount of the Tax Deferred
Contributions of the Highly Compensated Employee with the next highest dollar
amount of Tax Deferred Contributions.

     

    (B) Distribute
the amount determined in (A) above to the Highly Compensated Employee with the
highest dollar amount until all Excess Contributions are consumed, or until the
Tax Deferred Contributions of this Participant are reduced to the dollar amount
of the Highly Compensated Employee with the next highest dollar amount of Tax
Deferred Contributions;

     

    (4) If the
total amount distributed under (3) above is less than the Total Excess
contributions, repeat step (3).

     

    (iii) Notwithstanding
the foregoing, the amount of Excess Contributions to be distributed under this
Section 3.02(e) with respect to a Highly Compensated Employee for a Plan Year is
reduced by any excess deferrals previously distributed to such Employee for the
Employee’s taxable year ending with or within the Plan Year, and the amount of
excess deferrals to be distributed under this Section 3.02(e) with respect to a
Highly Compensated Employee for a Plan Year is reduced by any Excess
Contributions previously recharacterized or distributed to such Employee for the
Employee’s taxable year ending with or within the Plan Year.

     

    In the
event a Participant’s Tax Deferred Contributions are distributed to the
Participant pursuant to Section 3.01 as a result of being in excess of the
dollar limitation applicable to such contributions or pursuant to this Section
3.02, the value of any related matching contribution (within the meaning of Code
Section 401(m)) plus the pro rata share of income and losses thereon, determined
in accordance with regulations issued by the Secretary of the Treasury, shall be
forfeited by the Participant.

     

    In the
event this Plan must be combined with one or more plans  in order to
satisfy the requirements of Sections 401(a)(4) or 410(b) of the Code (other than
the average benefits test described in Code Section 401(b)(2)(A)(ii)), then all
cash or deferred arrangements subject to Code Section 401(k) that are included
in such plans shall be treated as a single arrangement for purposes of this
Section 3.02.

     

    3.03 Taxed
Contributions.

     

    (a) Subject
to the provisions of Section 3.05, an Active Participant may elect to contribute
Taxed Contributions to the trust fund by authorizing monthly payroll deductions
of from 1% to 18% (in whole integers) of his Compensation.  An Active
Participant’s Taxed Contributions may not exceed the difference between (i) 18%
of his Compensation and (ii) the percentage of his Compensation contributed as a
Tax Deferred Contribution; expressly provided, however that with respect to
Taxed Contributions made on and after January 1, 2002, the 18% limit shall no
longer apply to Participants who are Non-Highly Compensated
Employees.  At any time, the Administrative Committee may reduce the
rate of future Taxed Contributions to be made by Highly Compensated Employees in
order to satisfy the test described in Section 3.05.  If the
Compensation of an Active Participant is changed, the dollar amount of his Taxed
Contributions will automatically be changed so that the percentage elected is
not changed.

     

    
      
        
        

      

      
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    (b) An Active
Participant may elect to completely suspend such contributions or to change the
percentage of his Taxed Contributions; provided, however, that such suspension
or change will not take effect until the Active Participant’s next pay period
following the recordkeeper’s receipt of such instruction.

     

    (c) Taxed
Contributions for any month will be paid by the Active Participant’s
Participating Employer to the trust fund as soon as feasible after the end of
each pay period but in no event later than fifteen (15) business days following
the end of the month with respect to which such amounts are
withheld.

     

    3.04 Employer
Contributions.  Notwithstanding anything in the Plan to the
contrary, no Matching Contribution shall be made with respect to Tax Deferred
Contributions and Taxed Contributions made by salaried Active Participants on
and after January 1,2003 pursuant to Section 3.04(a) or (b) hereof.


     

    (a) Participating
Employer Contributions.

     

    (i) [Reserved]

     

    (ii) Required
Matching Contributions.  Each Participating Employer shall contribute
an amount sufficient to provide the allocations described in Section 5.03(a) and
5.04(a) with respect to its Active Participants.  Effective October
17, 2003, such contributions shall be made in cash, provided, however, that the
Company may still make such contribution in Company Stock for those Participants
who elect to invest in the Olin Common Stock Fund.  Such contributions
shall not be made on behalf of collectively bargained Employees, including
without limitation those employed by Monarch and its affiliates,
unless  otherwise provided pursuant to collective bargaining. An
Active Participant’s entitlement to receive an allocation of Performance
Matching Contributions under Section 5.04 with respect to a Plan Year shall be
based on the Performance Matching formula applicable to such Participant
determined by the identity of his Participating Employer as of the end of the
Plan Year with respect to which the allocation is being made.  In the
event that such Participant’s matched Tax Deferred Contributions are later
recharacterized as Catch-up Contributions, and the Participant is not entitled
to a Company Contribution on such Catch-Up Contributions in accordance with
Section 3.01(e), the related Company Contributions (and earnings thereon), if
any, shall be forfeited by such Participant, to the extent then
forfeitable.

     

    (iii) Additional
Discretionary Matching Contributions.  With respect to a Plan Year and
subject to the applicable Code limits, each Participating Employer may make such
additional discretionary Matching Contributions for the benefit of its Active
Participants, in cash, (provided, however, that the Company may make such
contributions in Company Stock for those Participants who elect to invest in the
Olin Common Stock Fund) as the Company shall, in its discretion determine, with
such contribution being allocated to its Active Participants in the same manner
as the Matching Contributions provided for in Section 5.03(a).  Such
contributions shall not be made on behalf of collectively bargained Employees,
including without limitation those employed by Monarch and its affiliates,
unless  otherwise provided pursuant to collective
bargaining.

     

    .

     

    (b) [Reserved.]

     

    (c) Aegis  Retirement
Contributions.  With respect to each fiscal year coinciding with, or
ending within a Plan Year in which it has a net operating profit, beginning with
the 1996 Plan Year, Aegis shall make a service weighted contribution in cash on
behalf of each Employee who (i) is employed by Aegis, (ii) has completed one
Year of Service by December 31 of the year with respect to which the
contribution is to be made, and (iii) has completed One Thousand Hours of
Service in such year.  This Aegis Retirement Contribution shall be
allocated to such eligible Aegis Active Participants, in accordance with a
service weighted formula set forth in Section 5.05, regardless of whether they
contribute Tax Deferred or Taxed Contributions under the Plan.

     

    
      
        
        

      

      
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    (d) Monarch
Retirement Contributions.  With respect to each fiscal year coinciding
with, or ending within a Plan Year, beginning with the 2001 Plan Year, Monarch
shall make a contribution to this Plan in cash equal to five percent (5%) of the
Compensation (including Compensation earned from January 1, 2001 to the date of
the acquisition of Monarch Brass and Copper Company by the Company as well as
Compensation earned thereafter) of each eligible collectively bargained Employee
who (i) is employed by Monarch Brass and Copper Company, Waterbury Rolling
Mills, Inc. or the New Haven Copper Company on the last day of the Plan Year or
who terminates during such Year on account of retirement on or after Normal
Retirement Date, death, or Total and Permanent Disability, (ii) completes one
Year of Service by December 31 of the Year with respect to which the
contribution is to be made (including prior service with Monarch and its
affiliates prior to their acquisition by the Company), and (iii) has completed
One Thousand Hours of Service in such year.  In addition, with respect
only to the year in which Monarch Brass and Copper Company and its affiliates
were acquired by the Company, Monarch shall make a contribution to the Plan in
cash equal to five percent (5%) of the Compensation paid from January 1, 2001
through May 31, 2001 of salaried Employees who satisfy the requirements of
(d)(i), (ii) and (iii) above. The Monarch Retirement Contribution shall be
allocated to each such eligible Monarch Active Participant in accordance with
the provisions of Section 5.06, regardless of whether such Participant makes Tax
Deferred or Taxed Contributions under the Plan. With respect to the 2001 Plan
Year only, Monarch’s obligation under this subsection (d) shall be reduced to
the extent that it made some portion or all of the five percent (5%)
contribution under the terms of its stock bonus plans, which were merged into
this Plan as of September 1, 2001.

     

    3.05 Limitation on Taxed
Contributions and Company Contributions.  The Administrative
Committee shall make the following determinations separately with respect to the
Bargaining Unit Employees and Non-Bargaining Unit Employees.

     

    (a) If the
aggregate of Taxed Contributions and the fair market value of the Company
Contributions that are matching contributions within the meaning of Code Section
401(m) allocated to the Highly Compensated Employees for any Plan Year are in
excess of the amount permitted under the following provisions for such Highly
Compensated Employees, such excess amounts plus the pro rata share of income and
losses thereon, determined as of the distribution date in accordance with
regulations issued by the Secretary of the Treasury, shall be forfeited to the
extent such contributions are not vested, and to the extent such contributions
are vested, they shall be distributed by the end of the following Plan Year and,
if possible, before the close of the first two and one half months of the
following Plan Year.  Alternatively, if the Company has elected that
the Average Contribution Percentage test be applied using the ACP percentages of
Non-Highly Compensated Employees for the current Plan Year, then  with
respect to such Plan Year, the Company may, in its discretion, make qualified
non-elective contributions, as defined in Treas. Reg. Section 1.401(m)-1(f)(15),
subject to the requirements for full vesting and the Code Section 401(k)
withdrawal restrictions, as may be necessary for the following provisions of
this section to be satisfied.  Any qualified non-elective
contributions treated as Taxed Contributions for purposes of satisfying the
provisions of this section shall not be taken into account for purposes of
satisfying the average deferral percentage test of Code Section 401(k) as
provided in Section 3.02 hereof.

     

    (b) All or a
portion of the aggregate of Taxed Contributions and the fair market value of the
Company Contributions that are matching contributions within the meaning of Code
Section 401(m) allocated to Highly Compensated Employees shall be deemed to be
excessive for the then current Plan Year if the Actual Contribution Percentage
for such Highly Compensated Employees exceeds the greater of (i) or (ii)
below:

     

    (i) the
product of the Actual Contribution Percentage for all Eligible Employees other
than Highly Compensated Employees multiplied by 1.25, or

     

    
      
        
        

      

      
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    (ii) the
product of the Actual Contribution Percentage for all Eligible Employees other
than Highly Compensated Employees multiplied by 2.0; provided, however, that the
product described in this clause (ii) shall be limited to the sum of the Actual
Contribution Percentage for all Eligible Employees other than Highly Compensated
Employees plus two percentage points.

     

    In the
event the test described in Section 3.02(b) is satisfied using the “2.0/two
point” test described in Section 3.02(b)(ii),then with respect to Plan Years
commencing prior to January 1, 2002, the Actual Contribution Percentage
described in this Section 3.05(b) for Highly Compensated Employees shall be
reduced to the extent necessary to satisfy the “multiple use” aggregate limit
described in the following sentence.  The “multiple use” aggregate
limit shall equal whichever of (A) or (B) is greater:

     

    (A) the sum
of (i) 1.25 multiplied by the greater of the Actual Contribution Percentage or
the Actual Deferral Percentage for the Plan Year for all Eligible Employees
other than Highly Compensated Employees plus (ii) the lesser of the Actual
Contribution Percentage or the Actual Deferral Percentage for the Plan Year for
all Eligible Employees other than Highly Compensated Employees plus two
percentage points; provided, however, that the amount determined under this
clause (ii) may not exceed the product of 2.0 multiplied by the lesser of the
Actual Contribution Percentage or the Actual Deferral Percentage for all
Eligible Employees other than Highly Compensated Employees; or

     

    (B) the sum
of (i) 1.25 multiplied by the lesser of the Actual Contribution Percentage or
the Actual Deferral Percentage for the Plan Year for all Eligible Employees
other than Highly Compensated Employees plus (ii) the greater of the Actual
Contribution Percentage  or the Actual Deferral Percentage for the
Plan Year for all Eligible Employees other than Highly Compensated Employees
plus two percentage points; provided, however, that the amount determined under
this clause (ii) may not exceed the product of 2.0 multiplied by the greater of
the Actual Contribution Percentage or the Actual Deferral Percentage for all
Eligible Employees other than Highly Compensated Employees.

     

    The
multiple use test described above and in Treasury Regulation Section 1.401(m)-2
shall not apply for Plan Years beginning after December 31, 2001.

     

    (c) An
Eligible Employee’s Actual Contribution Percentage shall be determined before
his or her excess Tax Deferred Contributions (and other amounts subject to Code
Section 401(k) restrictions) are distributed and the value of the related
Company Contributions are forfeited.

     

    (d) The
amount to be distributed or forfeited pursuant to paragraph (a), above, shall be
determined by making the reducing the amount of the aggregate of the Taxed
Contributions plus any matching contributions within the meaning of Code Section
401(m) (“Excess Aggregate Contributions”) of Participants who are Highly
Compensated Employees so that after adjustment one of the two tests of paragraph
(b), above (including the multiple use aggregate limit, if applicable), is met
and the Excess Aggregate Contributions have been reduced to zero.  To
the extent possible, a Highly Compensated Employee’s Excess Aggregate
Contributions shall be reduced by distributing Taxed Contributions before
matching contributions within the meaning of Code Section 401(m) .

     

    (i) Each
Participant who is a Highly Compensated Employee, beginning with the Participant
having the greatest Excess Aggregate Contributions, shall have his Excess
Aggregate Contributions (together with income or loss allocable thereon
determined in the same manner as for excess Tax Deferred Contributions under
Section 3.02 of the Plan) reduced until his Aggregate Contributions are reduced
to the Aggregate Contributions of the Highly Compensated Employee with the next
highest Aggregate Contributions, and continuing as necessary until one of the
two tests described in paragraph (b) is satisfied.  Such reductions
shall be made to each Highly Compensated Employee on the basis of the respective
portions of the Excess Aggregate Contributions attributable to each such Highly
Compensated Employee.

     

    
      
        
        

      

      
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    (ii) The total
Excess Aggregate Contributions to be forfeited or distributed shall be
determined under the following procedure:

     

    (1) Calculate
the dollar amount of Excess Aggregate Contributions for each affected Highly
Compensated Employee as follows:

     

    (A) Rank all
Highly Compensated Employees in descending order based on their Actual
Contribution Percentage and then reduce the Actual Contribution Percentage of
the Highly Compensated Employee with the highest Actual Contribution Percentage
by the amount required to cause such Highly Compensated Employee’s Actual
Contribution Percentage to equal the Actual Contribution Percentage of the
Highly Compensated Employee with the next highest Actual Contribution Percentage
or, if less, by the reduction necessary to enable the Plan to satisfy one of the
two tests described in paragraph (b), above.

     

    (B) Repeat
the process in (A), above, with respect to the Highly Compensated Employee with
the next highest Actual Contribution Percentage, until the Plan satisfies one of
the two tests described in paragraph (b), above, and the highest permitted
Actual Contribution Percentage is determined.

     

    (C) The
amount of Excess Aggregate Contributions for each Highly Compensated Employee
shall be an amount equal to such Highly Compensated Employee’s Aggregate
Contributions taken into account in determining such Highly Compensated
Employee’s Actual Contribution Percentage prior to applying (A) and (B) above,
minus an amount determined by multiplying such Highly Compensated Employee’s
Actual Contribution Percentage, determined after applying (A) and (B) above, by
the Compensation used in determining such Highly Compensated Employee’s Actual
Contribution Percentage.

     

    (2) Determine
the total of the dollar amounts (total Excess Aggregate Contributions)
calculated in Step (1).

     

    (3) Distribute
or forfeit the total Excess Aggregate Contributions determined in Step (2) as
follows:

     

    (A) Rank all
Highly Compensated Employees in descending order based on the dollar amount of
their Aggregate Contributions and reduce the Aggregate Contributions of the
Highly Compensated Employee with the highest dollar amount of Aggregate
Contributions by the amount required to cause that Highly Compensated Employee’s
Aggregate Contributions to equal the dollar amount of the Aggregate
Contributions of the Highly Compensated Employee with the next highest dollar
amount of Aggregate Contributions.

     

    (B) The
amount determined in (A), above, shall be distributed to (if attributable to
Taxed Contributions) or forfeited by (if attributable to Company Contributions)
the Highly Compensated Employee with the highest dollar amount until all Excess
Aggregate Contributions are consumed or until the Aggregate Contributions of
such Participant is reduced to the dollar amount of the Highly Compensated
Employee with the next highest dollar amount of Aggregate Contributions,
whichever is less.  To the extent possible, a Highly Compensated
Employee’s Actual Contribution Percentage shall be reduced by distributing Taxed
Contributions before matching contributions within the meaning of Code Section
401(m).

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (1) If the
total amount distributed under Step (3) above is less than the total Excess
Aggregate Contributions, repeat Step (3).

     

    (e) In its
discretion, Administrative Committee may limit Taxed Contributions or Company
Contributions in a manner that prevents Excess Aggregate Contributions from
being made, provided that any such limit shall be nondiscriminatory, applied on
a uniform basis and permitted by applicable provisions of the Code and
regulations thereunder.

     

    For
purposes of the Actual Contribution Percentage, Company Contributions will be
considered made for a Plan Year if made no later than the end of the twelve (12)
month period beginning on the day after the close of the Plan Year.

     

    The
Company shall maintain records sufficient to demonstrate satisfaction of the
Actual Contribution Percentage Test and the amount of Taxed Contributions and
Company Contributions used in such test.

     

    In the
event this Plan must be combined with one or more employee stock ownership plans
described in Code Section 4975(e)(7) in order to satisfy the requirements of
Section 401(a)(4) or 410(b) of the Code (other than the average benefits test
described in Code Section 410(b)(2)(A)(ii)), all allocations under such employee
stock ownership plans shall be treated as made under a single arrangement for
purposes of this Section 3.05.

     

    3.06 Rollover Contributions and
Prior Plan Transfers.

     

    Subject
to the prior approval of the Administrative Committee, the Plan may receive
Rollover Contributions representing all or part of the entire amount of any
distribution item a qualified retirement plan meeting the requirements of Code
Section 401 (a) or 403(a.) on behalf of al1 Eligible Employee, provided
that:

     

    (a) prior to
January 1, 2002, no part of any distribution that is attributable to after-tax
contributions may be rolled over to this Plan;

     

    (b) no part
of any hardship distribution may be rolled over to this Plan;

     

    (c) no
distribution that is made to comply with the minimum required distribution rules
of Code section 401(a)(9) may be rolled to this Plan; and

     

    (d) no
distribution that one of a series of substantially equal periodic payments made
over the life (or life expectancy) of the Active Participant or the joint lives
(or joint life expectancies) of the Active Participant and his designated
Beneficiary, or for a specified period of ten years or more may be rolled over
to this Plan.

     

    On or
after January 1, 2002, the Plan may accept Rollover Contributions attributable
to after-tax contributions provided that such rollover is made through a direct
trustee-to-trustee rollover from a qualified plan described in Code section
401(a) or 403(a).  Rollover Contributions received by the Plan which
are attributable to after-tax employee contributions shall be separately
accounted for, including separately accounting for the portion of such Rollover
Contribution which is includable in gross income and the portion of such
Rollover Contribution which is not so includable.

     

    Except as
otherwise required above, any rollover may be made (i) through a direct rollover
from a qualified plan, to this Plan, or (ii) through a distribution and rollover
deposited in this Plan no later than the sixtieth (60th) day after the
distribution was received by the Active Participant from the distributing plan
or from a conduit IRA.

     

    Subject
to the approval of the Company, amounts may be transferred directly to the Plan
from a plan qualified under Section 401(a) of the Code provided that such plan
is not either a defined benefit plan described in Section 414(j) of the Code or
a defined contribution plan described in Section 414(i) of the Code that is
subject to the minimum funding standards contained in Section 412 of the
Code.  All such Rollover Contributions or prior plan transfers shall
be credited to the Active Participant’s Company Contribution Account to the
extent they are attributable to employer contributions (other than pre-tax
contributions) made on behalf of such Participant, to the Participant’s Tax
Deferred Contribution Account to the extent they are attributable to pre-tax
contributions made under a plan that satisfies the requirements of Code Section
401(k) and, with respect to prior plan transfers only, to his Taxed Contribution
Account to the extent that they are attributable to after-tax contributions made
by such Participant. All such contributions and transfers shall be invested at
the election of such Participant and shall become vested and distributable in
accordance with the provisions of the Plan.

     

    
      
        
        

      

      
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    With
respect to a determination that the distributing plan meets the requirements of
Code Section 401(a) or 403(a), evidence that the distributing plan has received
a favorable determination letter from the Internal Revenue Service shall not be
necessary for the Administrative Committee to reach the conclusion, in good
faith, that such Rollover Contributions appear to be
valid.  Notwithstanding the foregoing, if the Administrative Committee
later determines that the contribution was an invalid rollover contribution, the
amount of the invalid rollover contribution, plus any earnings attributable
thereto, shall be distributed to the Participant within a reasonable time after
such determination.

     

    3.07 Benefit and Contribution
Limitations.

     

    (a) Notwithstanding
any other provision of this Plan, the sum of the annual additions (as
hereinafter defined) to a Participant’s Account for limitation year (which shall
be the calendar year) shall not exceed the lesser of

     

    (i) $40,000
(as adjusted for increases in the cost of living under Section 415(d) of the
Code), or

     

    (ii) 100% of
the Participant’s compensation (as defined in Code Section 415(c)(3)) for such
limitation year from all Affiliated Companies.

     

    For any
short Plan Year, the dollar limitation in (i), above, shall be reduced by a
fraction, the numerator of which is the number of full months in the short Plan
Year and the denominator of which is twelve (12).  For Limitation
Years beginning on or after January 1, 1998, Compensation under Code Section
415(g)(3) of the code (“Code Section 415 Compensation”) shall include any
elective deferral as defined in Code Section 402(g)(3) and any amount which is
contributed or deferred by the Company at the election of the Employee and which
is not otherwise includable in the gross income of the Employee by reason of
Code Sections 125 or 457.  For Plan Years beginning prior to January
1, 1998, such elective deferrals are not included in Code Section 415
Compensation.  For Limitation Years beginning on or after January 1,
1998, Code Section 415 Compensation shall include salary reduction amounts
deemed contributed under Section 125 of the Code because the Employee is unable
(or fails) to certify that he has other health insurance coverage and, thus, is
unable to elect unreduced salary instead of health insurance benefits, but only
if the Company relies on employee certifications of coverage and does not
otherwise request or collect information regarding the Employee’s other health
coverage as part of the enrollment process for the health plan.  For
Limitation Years beginning on and after January 1, 2001, Code Section 415
Compensation shall include elective amounts that are not includible in gross
income of the employee by reason of Code Section 132(f)(4).

     

    (b) Annual
additions to a Participant’s Account for a Plan Year shall be the sum
of:

     

    (i) the
Participant’s Tax Deferred Contributions for such Plan Year, except to the
extent exempted as “catch-up” contributions in accordance with Code Section
414(v);

     

    (ii) for Plan
Years beginning after December 31, 1986, the Participant’s Taxed Contributions
for such Plan Year;

     

    (iii) the
employer contributions allocated to the Participant’s Account (including, but
not limited to, Company Contributions);

     

    (iv) forfeitures
allocated to the Participant’s Account;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (v) amounts
allocated, after March 31, 1984, to an individual medical account, as defined in
Code Section 415(l)(2) which is part of a pension or annuity plan maintained by
a Participating Employer; and

     

    (vi) amounts
derived from contributions paid or accrued after December 31, 1985 in taxable
years ending after such date, are attributable to post-retirement medical
benefits allocated to the separate account of a key employee (as defined in Code
Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section
419(e)) maintained by a Participating Employer;

     

    provided,
however, that the percentage of compensation limitations referred to in (a),
above, shall not apply to any contribution for medical benefits (within the
meaning of Code Section 419A(f)(2)) after separation from service which is
otherwise treated as an annual addition or to any amount otherwise treated as an
annual addition under Code Section 415(l)(1).

     

    (c) Annual
additions to a Participant’s Account for a Plan Year shall not
include:

     

    (i) transfers
or rollover contributions;

     

    (ii) Participant
repayments of a plan loan, a cash-out distribution or of a distribution of
mandatory contributions (within the meaning of Code Section 411(a)(3)(D);
or

     

    (iii) employee
contributions to a simplified employee pension excludable from gross income
under Code Section 408(k)(6).

     

    (d) In the
event that it is determined that the annual additions to a Participant’s Account
for any Plan Year would be in excess of the limitations contained herein, such
annual additions shall be reduced to the extent necessary to bring such annual
additions within the limitations contained in this Section
3.07.  Likewise, for any Limitation Year beginning before January 1,
2000, in the event that any Participant of the Plan is also a Participant in any
defined benefit plan or plans maintained by an Affiliated Company and it is
determined that the annual additions to a Participant’s Account for any Plan
Year when considered with the Participant’s projected annual benefit under such
defined benefit plan or plans would be in excess of the limitations contained in
Section 3.08 hereof, such annual additions and benefits shall be reduced to the
extent necessary to satisfy the limitations contained in Section
3.08.  In general, the required reductions in annual additions and
benefits shall be made by proceeding only as far as necessary through the
following sequence, with reductions at each level being prorated among all
affected plans making provision for such reductions:

     

    (1) return of
Taxed Contributions, plus any earnings thereon, if any, to the extent they are
treated as annual additions;

     

    (2) return of
Tax Deferred Contributions, plus any earnings thereon, if any, to the extent
they are treated as annual additions;

     

    (3) reduction
of defined contribution plan annual additions other than Taxed Contributions and
Tax-Deferred Contributions.

     

    The
Administrative Committee is authorized in its discretion to utilize a different
method of correction provided such method is consistent with the requirements of
the Code and Regulations thereunder and is applied on a uniform and
non-discriminatory manner to all affected Participants.

     

    


     

    


     

    


     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    ARTICLE
IV

     

    


     

    ESOP
LOANS

     

    The
provisions of this Article IV shall apply solely to that portion of the Plan
which is an ESOP within the meaning of Section 4975(e)(7) of the
Code.

     

    4.01 [Reserved]

     

    4.02 [Reserved]

     

    4.03 Limitations on Stock
Acquired with Proceeds of an ESOP Loan.  Except as otherwise
permitted in Sections 409(h) and (l) of the Code and regulations promulgated
thereunder, no Company Stock acquired with the proceeds of an ESOP Loan shall be
subject to any put, call, or other option or any buy sell or similar agreement
while held by and when distributed from the trust fund, whether or not the Plan
constitutes an “employee stock ownership plan” within the meaning of Section
4975(e)(7) of the Code at such time and whether or not the ESOP Loan has been
repaid at such time.

     

    4.04 [Reserved]

     

    4.05 [Reserved]

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    ARTICLE
V

     

    


     

    ALLOCATIONS TO PARTICIPANTS’
ACCOUNTS

     

    5.01 Tax Deferred Contributions
and Taxed Contributions.  Tax Deferred Contributions and Taxed
Contributions made on behalf of or by a Participant shall be allocated to his
Tax Deferred Contribution Account or Taxed Contribution Account, as appropriate,
as soon as practicable after such contributions are transferred to the trust
fund established under the Plan.

     

    5.02 Allocations with Respect to
Dividends on Allocated Company Stock.

     

    (a) Participants.

     

    (1)
[Reserved]

     

    (2)
Notwithstanding anything in the Plan to the contrary, with respect to dividends
paid on or after January 1, 2002 on Company Stock held in a Participant’s ESOP
Account, each Participant (or in the event of the Participant’s death, to his
Beneficiary) may elect, in accordance with uniform and non-discriminatory
procedures adopted by the Administrative Committee, to (i) have such dividends
directly paid to such Participant (or in the event of the Participant’s death,
to his Beneficiary) as soon as administrative feasible following the payment of
such dividend, (ii) be paid to the trust fund and distributed to the Participant
(or in the event of the Participant’s death, to his Beneficiary) as soon as
administrative feasible following the payment of such dividend but no later than
90 days after the end of the Plan Year in which the dividend is paid, or (iii)
be paid to the Plan (in cash or Company Stock, as elected by the Company) and
automatically reinvested in the Olin Common Stock Fund, all in accordance with
Code Section 404(k) and guidance issued thereunder, and in such event the
Company shall be entitled to deduct the amount of the dividends (but not any
earnings on such dividends earned while in the Plan) subject to such election in
the taxable year in which the dividend is paid or distributed.  On and
after January 1, 2002, a Participant shall at all times be deemed vested in any
dividends allocated to his ESOP Account, with respect to which he is offered the
foregoing reinvestment election, whether or not he is then otherwise fully
vested in his Account Balance under the terms of the Plan.

     

    (i)
Notwithstanding the foregoing, in accordance with IRS Notice 2002-2, such
deduction shall also be available with respect to dividends paid by the Company
to the ESOP portion of the Plan in 2001, if Participants are offered an election
between reinvestment in Company Stock or distribution of the dividend and such
election becomes irrevocable in 2002.

     

    (ii) In
order for the dividend reinvestment election to be effective:

     

    (1)
Participants must be given a reasonable opportunity before the dividend is paid
or distributed from the ESOP portion of the Plan to make the
election;

     

    (2)
Participants must have a reasonable opportunity to change their dividend
reinvestment election at least annually; and

     

    (3) if
there is a change in the Plan terms governing the manner in which dividends are
paid or distributed to Participants, Participants must be given a reasonable
opportunity  to make an election under the revised Plan terms prior to
the date on which the first dividend subject to the new Plan terms is paid or
distributed.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (iii) No
dividends paid or reinvested as provided for above shall be treated as annual
additions under Code Section 415, or as Tax Deferred or Taxed Contributions
subject to Code Sections 410(k), 402(g) or 401(m).

     

    (3) With
respect to dividends paid on Company Stock that are not part of a Participant’s
ESOP Account, such dividends will be reinvested in the same manner as directed
by the Participant with respect to his Tax Deferred Contribution
Account.

     

    5.03 Matching
Contributions.

     

    (a) Participants.

     

    (1) Each
Participating Employer shall allocate to eligible Active Participants from
contributions sufficient to provide each such Participant (whether or not still
employed by an Affiliated Company) with a Matching Contribution equal to 100% of
the first $25 contributed on behalf of or by the Participant as a Tax Deferred
Contribution or Taxed Contribution for each month plus 50% of the excess of such
contributions over $25 for each month; provided, however, that the total amount
of contributions used to determine the amount of the Matching Contribution may
not exceed 6% of Compensation within such month.

     

    The
Company may elect to provide a different rate of Matching Contribution or no
Matching Contribution for all or any group of Active Participants, provided
however that a decrease in the rate of Matching Contributions may be made
effective only prospectively as of the first day of the calendar month following
approval of such decrease by the Company.  Notwithstanding the
foregoing, the Plan’s Matching Contributions provisions shall not be applicable
with respect to collectively bargained Employees of Monarch and its affiliates
from and after the date of the acquisition of Monarch and its affiliates by the
Company unless and until otherwise provided in the applicable collective
bargaining agreement.  In no event will any Tax Deferred Contributions
or Taxed Contributions be matched at greater than a 100% rate.  In the
event that a Participant’s matched Tax Deferred Contributions or Taxed
Contributions are distributed or returned to the Participant pursuant to
Sections 3.01, 3.02 or 3.05, an amount equal to the Current Market Value of the
related Matching Contribution (and earnings thereon) shall be forfeited by such
Participant.  Notwithstanding anything in the Plan to the contrary, no
Matching Contribution shall be made with respect to Tax Deferred and Taxed
Contributions made by salaried Participants on and after January
1,2003.

     

    The
Matching Contribution shall be invested in the same manner as directed by the
Participant with respect to his Tax Deferred Contribution Account, or in the
same manner as directed by the Participant with respect to his Taxed
Contribution Account, in the event he is not making contributions to a Tax
Deferred Contribution Account..

     

    5.04 Performance Matching
Contributions.  

     

    (a) Participants.

     

    (1)
Following the end of each Plan Year, each Participating Employer shall allocate
to eligible Active Participants of that Participating Employer from
contributions sufficient to provide each Participant who is employed by a
Participating Employer or Affiliated Company on the last day of the preceding
Plan Year with a Performance Matching Contribution equal to an additional 5% of
such Participant’s matched Tax Deferred Contributions and matched Taxed
Contributions for the preceding Plan Year, other than those contributions that
are already matched at a 100% rate, for each ten million dollar increment of EVA
for such year or period, up to a maximum EVA amount of $200 million, as shown in
the schedule below.

     

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    
      	
               

              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF*

              PARTIC.
      CONTRIB.

            	
               

              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF

              PARTIC.
      CONTRIB.

            
	
              $0

            	
              0%

            	
              $100,000,001-$110,000,000

            	
              55%

            
	
              At
      least $ 1-$10,000,000

            	
              5%

            	
              $110,000,001-$120,000,000

            	
              60%

            
	
              $10,000,001-$20,000,000

            	
              10%

            	
              $120,000,001-$130,000,000

            	
              65%

            
	
              $20,000,001-$30,000,000

            	
              15%

            	
              $130,000,001-$140,000,000

            	
              70%

            
	
              $30,000,001-$40,000,000

            	
              20%

            	
              140,000,001-$150,000,000

            	
              75%

            
	
              $40,000,001-$50,000,000

            	
              25%

            	
              $150,000,001-$160,000,000

            	
              80%

            
	
              $50,000,001-$60,000,000

            	
              30%

            	
              $160,000,001-$170,000,000

            	
              85%

            
	
              $60,000,001-$70,000,000

            	
              35%

            	
              $170,000,001-$180,000,000

            	
              90%

            
	
              $70,000,001-$80,000,000

            	
              40%

            	
              $180,000,001-$190,000,000

            	
              95%

            
	
              $80,000,00l-$90,000,000

            	
              45%

            	
              $190,000,001-$200,000,000

            	
              100%

            
	
              $90,000,001-$100,000,000

            	
              50%

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    No
Performance Match will be made under this paragraph (a)(1) if the EVA dollar
amount is less than $1.  For purposes of this Section
5.04,  the applicable dollar amount of EVA shall be calculated by the
Company from time to time.

     

    The
Company may elect to provide a different rate of Performance Matching
Contribution or no Performance Matching Contribution or to provide a Performance
Matching Contribution based on a standard other than the Company’s EVA for all
or any group of Active Participants.  Notwithstanding the foregoing,
no Performance Matching Contribution shall be provided with respect to
collectively bargained Employees of Monarch and its affiliates from and after
the date of the acquisition of Monarch and its affiliates by the
Company.

     

    In the
event that a Participant’s matched Tax Deferred Contributions or Taxed
Contributions are distributed or returned to the Participant pursuant to
Sections 3.01, 3.02, 3.05 or 3.07, an amount equal to the Current Market Value
of the related Performance Matching Contribution (and earnings thereon) shall be
forfeited by such Participant.

     

    The
Performance Matching Contribution shall be invested in the same manner as
directed by the Participant with respect to his Tax Deferred Contribution
Account, or in the same manner as directed by the Participant with respect to
his Taxed Contribution Account, in the event he is not making contributions to a
Tax Deferred Contribution Account..  Notwithstanding anything in the
Plan to the contrary, no Performance Matching Contribution shall be made with
respect to Tax Deferred Contributions and Taxed Contributions made by salaried
Participants on and after January 1,2003.

     

    In no
event will any Tax Deferred Contributions or Taxed Contributions be matched at
greater than a 100% rate.

     

    5.05 Aegis Retirement Plan
Contribution Allocations.  The Aegis Retirement Contributions
made under Section 3.04 shall be allocated to the Aegis Retirement Contribution
Accounts of eligible Aegis Active Participants following the end of each Plan
Year with respect to which a contribution is made, in an amount equal to a
percentage of their Compensation, based upon their length of service with Aegis
and its Affiliated Companies, in accordance with the following
formula:

     

    
      	
              LENGTH
      OF SERVICE

            	
              PERCENTAGE
      OF COMPENSATION

            
	
              One
      Year, but fewer than five years

            	
              2.5%

            
	
              Five
      Years, but fewer than ten years

            	
              3.5%

            
	
              At
      least ten years

               

            	
              4.5%

            


    

    The
amounts allocated to eligible Aegis Active Participants’ Retirement Contribution
Accounts pursuant to this Section shall be invested in the same manner and
percentages as the Aegis Participant’s other Participant-Directed Investments
or, if the Participant has no other Participant Directed Investments, then in
accordance with the Participant’s investment election with respect to his
Retirement Contribution Account balance.  Aegis Participants’
Retirement Contribution Account balances may only be distributed upon a
termination of service, death, disability or retirement  and are not
available for withdrawal or in-service distribution.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    5.06 Monarch Retirement Plan
Contribution Allocations.  The Monarch Retirement Contributions
made under Section 3.04 shall be allocated to the Monarch Retirement
Contribution Accounts of eligible Monarch Active Participants following the end
of each Plan Year with respect to which a contribution is made in the proportion
that the Compensation of each such Participant bears to the total Compensation
of all such eligible Monarch Participants. The amounts so allocated pursuant to
this Section shall be invested in the same manner and percentages as the Monarch
Participant’s other Participant-directed investments or, if the Participant has
no other Participant Directed Investments, then in accordance with the
Participant’s investment election with respect to his Monarch Retirement
Contribution Account balance.  Monarch Participants’ Retirement
Contribution Account balances may only be distributed upon a termination of
service, death, disability, attainment of age 65, or retirement, and, except as
otherwise expressly provided herein, are not available for withdrawal,
in-service distribution or loans.  Notwithstanding the foregoing,
effective as of September 1, 2002 or such later date as is administratively
feasible, Monarch Participants may borrow from their Retirement Contribution
Account balances in accordance with the provisions of Article IX of the
Plan.

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    ARTICLE
VI

     

    


     

    INVESTMENT OF
CONTRIBUTIONS

     

    6.01 Participant Direction of
Accounts.  The Administrative Committee is authorized and
directed to maintain a program, to be administered in a uniform and
non-discriminatory manner, whereby a Participant or, in the event of a
Participant’s death, a Beneficiary may direct the investment of the
Participant’s Account.  By virtue of such Participant directed
investments, the Plan is intended to constitute a plan described in section
404(c) of ERISA and the final regulations issued thereunder.  As such,
to the extent permitted by law, the Trustee, the Administrative Committee, the
Investment Committee, the  Company, any Participating Employer, or any
of its directors, officers, employees or agents shall be relieved of liability
for any losses which are the direct and necessary result of investment
instructions given by a Participant (or Beneficiary).  A Participant
(or Beneficiary) shall not be deemed to be a plan fiduciary, however, by reason
of the exercise of control over the investment of his Account

     

    Participant
(or Beneficiary) investment direction over Accounts shall be subject to such
rules and regulations as to the timing and frequency of investment changes,
transfers between Funds, limitations, allocations of expenses and other aspects
of Plan administration as the Administrative Committee may from time to time
establish in writing.

     

    The
Investment Committee may change the types of Funds offered, and may add or
delete any particular Fund (including a self-directed brokerage window
investment option).  The decision to invest in any particular Fund
(including a self-directed brokerage window investment option) offered under the
Plan, however, is the sole responsibility of each Participant (or Beneficiary,
as the case may be).  The Trustee, the Administrative Committee, the
Investment Committee, the  Company, any Participating Employer, or any
of its directors, officers, employees or agents are not empowered to advise a
Participant (or Beneficiary) as to the manner in which his Account shall be
invested.  The fact that a security is available to Participants (or
Beneficiaries) for investment under the Plan shall not be construed as a
recommendation for the purchase of that security, nor shall the designation of
any option impose any liability on the Company, any Participating Employer, its
directors, officers, employees or agents, the Trustee, the  Investment
Committee or the Administrative Committee.

     

    6.02 Investments in Company
Stock.  Notwithstanding Section 6.01, above, the Investment
Committee shall maintain as a Fund the Olin Common Stock Fund. Participants (or
Beneficiaries) may, but are not required to, invest some portion or all of their
Tax Deferred Contributions, Taxed Contributions and Company Contributions in
such Olin Common Stock Fund.

     

    The
Trustee may purchase Company Stock directly from the Company or from any other
source, including on the open market; provided, however, that in no event shall
a commission be charged with respect to a purchase of Company Stock from the
Company.  Such Company Stock may be treasury stock, authorized and
previously unissued shares, or shares previously issued and repurchased by the
Company, all valued at the Current Market Value of such Company
Stock.  Additions to and subtractions from the Olin Common Stock Fund
may be netted for any given period.

     

    6.03 Investment of Matching
Contributions
and Performance Matching Contributions.

     

    (a) Matching
Contributions shall be made as provided under Section 3.04 and invested as
provided under Section 5.03.  Dividends issued on Company Stock held
in the ESOP Account shall be reinvested or distributed as provided under Section
5.02. Effective October 17, 2003, Matching Contributions invested in the Olin
Common Stock Fund may be transferred to other Funds at the direction of the
Participant (or Beneficiary).

     

    (b) Performance
Matching Contributions shall be made as provided under Section 3.05 and invested
as provided under Section 5.04.  Dividends issued on Company Stock
held in the ESOP Account shall be reinvested or distributed as provided under
Section 5.02. Effective October 17, 2003, Performance Matching Contributions
invested in the Olin Common Stock Fund may be transferred to other Funds at the
direction of the Participant (or Beneficiary).

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    (c) If a
Participant transferring employment to Primex Technologies, Inc. elected to
transfer such Participant’s account balances to the Primex Plan as provided in
Section 15.06(b) hereof, any Company preferred stock allocated to such
Participant account balance was redeemed by the Company for units in the Olin
Common Stock Fund prior to the dividend record date for the distribution of
Primex Technologies, Inc. common stock occurring in connection with the spin-off
of the Company’s aerospace and ordnance businesses.

     

    6.04 Special Distribution
Account.

     

    (a) Generally.  In
the case of a distribution of stock and/or securities of a controlled
corporation of the Company received on, or with respect to, the Company Stock as
part of a spin off, split off, split up or other similar reorganization
resulting in a corporate separation, the Trustee will retain such stock and
cause to be credited to a “Special Distribution Account” established for each
Participant under the Olin Common Stock Fund his proportionate number of shares
of such stock as determined by the Trustee on the basis of the number of shares
of Company Stock in such Participant’s account in the Olin Common Stock Fund on
the record date of the distribution.  Notwithstanding the preceding
sentence, the Trustee, in its discretion, may sell such stock and/or securities
received on, or with respect to, the Company Stock held in the ESOP Account and
reinvest such proceeds in Company Stock for the Participants’ Olin Common Stock
Fund accounts if the Trustee determines that it is necessary to do so in order
to retain the status of the ESOP as an employee stock ownership plan within the
meaning of Section 4975(e)(7) of the Code.  In any event, however, the
Trustee shall sell all other securities received as part of such distribution,
and reinvest the proceeds thereof in Company Stock for the Participants’ Olin
Common Stock Fund accounts.

     

    (b) Subsequent
Corporate Transactions with Respect to Shares Held in Special Distribution
Account. In the event any securities of a previously controlled corporation of
the Company credited to a Participant’s Special Distribution Account shall
thereafter, pursuant to a merger, consolidation or other reorganization
involving the previously controlled corporation, be changed into, or become
exchangeable for, securities of another corporation and/or cash, the Trustee
will retain the securities of such other corporation and cause the same to be
credited to such Special Distribution Account.  If shareholders of the
previously controlled corporation shall be offered an election by such other
corporation as to the securities and/or cash they may receive in such merger,
consolidation or other reorganization, the Trustee will provide a similar
election to each Participant, provided that if a Participant fails to exercise
any such election afforded by the Trustee within the period of time required by
the Trustee, then such election may be made by the Trustee on such basis as it
deems appropriate.  In the event securities in a Special Distribution
Account shall be the subject of a tender offer for cash and/or an exchange offer
for securities of another corporation, the Trustee may accept such tender or
exchange offer with respect to a Participant only if the Trustee has been
authorized to do so by such Participant within the period of time required by
the Trustee.  The Trustee will retain any securities of such other
corporation received in an exchange offer and cause the same to be credited to
such Special Distribution Account.  In the event that the securities
of such other corporation shall carry the right of conversion into other
securities, such right may be exercised only at the election of the Participant
and shall not be a responsibility of the Trustee.  Upon any such
conversion, such other securities shall be credited to the Participant’s Special
Distribution Account.  All cash received by the Trustee in such
merger, consolidation or other reorganization, or in such tender offer, or as a
result of any securities received as part of such merger, consolidation or other
reorganization and all dividends and other distributions on securities held in a
Special Distribution Account, shall, except as stated above, be invested in the
Olin Common Stock Fund.

     

    (c) [Reserved]

     

    (d) Shares
Acquired in Connection with Arch Spin-off. In connection with the spin-off of
the Company’s specialty chemical business, Participants’ account balances
invested in the Olin Common Stock Fund were credited with a dividend in the form
of Arch common stock.  As of the dividend record date, an Arch Common
Stock Fund was established as a Fund under this Article Six of the Plan, and the
Arch common stock dividend was credited to each Participant’s account in the
form of units in the Arch Common Stock Fund.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (i) Treatment
of Arch Common Stock Fund with respect to Participants. With respect to
Participants (or Beneficiaries), no new investment, whether in the form of
employer or Participant contributions or transfers of existing account balances
under the Plan, are be permitted in the Arch Common Stock Fund. All dividends
paid on the Arch stock held in the Arch Common Stock Fund for the benefit of
Participants (or Beneficiaries) are re-invested by the Trustee (i) effective
before October 17, 2003, in  the Olin Common Stock Fund and (ii)
effective on or after October 17, 2003, invested in the same manner as directed
by the Participant with respect to his Tax Deferred Contribution
Account.  Participants (or Beneficiaries) may retain their investment
in the Arch Common Stock Fund.  Alternatively, prior to March 1, 2001,
such Participants (or Beneficiaries) may (i) transfer that portion of their Arch
Common Stock Fund balances that are attributable to their Tax Deferred
Contributions and Taxed Contributions to any other Fund or Funds permitted from
time to time under the Plan other than the Arch Common Stock Fund (or the Fund
under the Plan that was invested primarily in Primex Technologies, Inc. common
stock), and (ii) may transfer and re-invest that portion of the Arch Common
Stock Fund balance that is attributable to Company Contributions only into the
Olin Common Stock Fund.  On and after March 1, 2001, such Participants
(or Beneficiaries) may transfer their entire Arch Common Stock Fund balances to
any other Fund permitted under the Plan.

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    ARTICLE
VII

     

    


     

    VESTING

     

    7.01 Vesting of Tax Deferred
Contribution and Taxed Contribution Accounts.  Each
Participant’s Tax Deferred Contribution Account and Taxed Contribution Account
(including any earnings on such contributions) shall be fully vested at all
times.

     

    7.02 Vesting of Company
Contribution Accounts.

     

    (a) The
Company Contribution Account of each Active Participant who dies, incurs a Total
and Permanent Disability, attains age 65 while in the employ of an Affiliated
Company or enters Retirement shall be fully vested and
nonforfeitable.

     

    (b) The
Company Contribution Account of each Participant, shall be vested in accordance
with the following schedule:

     

    
      	
              Years
      of Service

            	 
      	
              Vested
      Percentage

            
	
              2
      years

            	 
      	
              25%

            
	
              3
      years

            	 
      	
              50%

            
	
              4
      years

            	 
      	
              75%

            
	
              5
      or more years

               

            	 
      	
              100%

            


    

    (c) It is
anticipated that a Participant may be transferred between and among the Company
and Participating Employers or their Affiliated Companies, and in the event of
any such transfer, the Participant involved shall not have his rights under the
Plan adversely affected, but shall continue to be credited with his accumulated
Years Vesting Service.

     

    (d) Notwithstanding
the foregoing, the Company Contribution Account of each Participant who is
defined as a Transferred Employee under Article IX of the Asset Purchase
Agreement by and between Olin Corporation and the Arco Chemical Company, dated
as of October 9, 1996 (the “Agreement”), shall be fully vested and
non-forfeitable as of the Closing Date specified in the Agreement, as
amended.

     

    (e) The
Company Contribution Account of each Participant who immediately prior to the
effective date of the spin-off of the Company’s aerospace and ordnance
businesses to Primex (the “Primex Spin-off”) was an employee of the Company and
whose employment is either transferred directly to Primex or terminated in
connection with the Primex Spin-off, shall be fully vested and non-forfeitable
as of the effective date of the Primex Spin-off.

     

    7.03 Vesting of Amounts Rolled
Over or Transferred from Other Plans.  Notwithstanding anything
contained in the Plan to the contrary, (a) each Participant’s Rollover
Contribution Account shall be fully vested at all times; and (b) any amounts
attributable to a Participant’s accounts transferred from the Bridgeport Brass
Savings and Investment Plan or the Apache Chemicals Pension and Profit Sharing
Plans shall be fully vested at all times. Alternate vesting provisions may
apply, as determined by the Company in accordance with applicable law, to any
portion of a Participant’s Account that has been transferred to the Plan from
another plan pursuant to Section 3.06.

     

    7.04 Forfeitures.  The
unvested portion of a Former Participant’s Account shall be forfeited as of the
earlier of the date as of which the Former Participant received a distribution
of 100% of the vested portion of his Account pursuant to Article X or he incurs
a five year Period of Severance.  All such forfeited amounts, reduced
by any forfeited amounts restored to Participants’ Accounts pursuant to Section
7.05, shall be applied to reduce future contributions required of Participating
Employers.

     

    
      
        
        

      

      
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    7.05 Repayment of Prior
Distributions.  If, as a result of a Participant’s termination
of employment, all or a portion of his Account is forfeited, such amount shall
be subsequently restored to his Account if he is reemployed by a Participating
Employer prior to incurring a five year Period of Severance and the individual
repays the amount of the distribution he previously received from the Plan as a
result of his termination of employment within five years of his date of
reemployment.  Such repayment shall be (a) equal to the amount of any
cash plus the Current Market Value of any Company Stock included in the
distribution on the Valuation Date coinciding with or next preceding the date of
the distribution, (b) made in cash or in shares of Company Stock, based on the
Current Market Value of such Company Stock on the Valuation Date coinciding with
or next preceding the date of repayment and (c) invested in the same Funds to
the extent possible and in the same amounts as were withdrawn from each Fund;
provided, however, that any amounts that would be invested in the Preferred
Stock Fund shall be invested in the Olin Common Stock Fund and any amounts that
would be invested in any Fund that is no longer active or accepting new
contributions shall be invested in the remaining available Funds at the
direction of the Participant.  In the event an individual does not
repay a prior distribution, the forfeited amount in his Account will not be
restored and his Period of Continuous Service after his reemployment will not be
considered in determining his vested interest in his Account attributable to
contributions made prior to his Period of Severance.

     


    
      
         


      

      
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    ARTICLE
VIII

     

    


     

    WITHDRAWALS PRIOR TO
TERMINATION OF EMPLOYMENT

     

    8.01 Priority for
Withdrawals.  An Active Participant (including those who are on
an authorized leave of absence or on layoff status) may make a withdrawal from
his Account prior to termination of employment as provided in this Section
8.01.  Withdrawals shall be taken from available amounts in such
Participant’s Account in the following order of priority:

     

    (a) First,
the principal amount of his unmatched Taxed Contributions made prior to 1987;
provided, however, that if a Participant has attained age 50 he may elect to
receive, either first or in addition to the amounts previously described, the
amounts in his ESOP Account to the extent vested, except that no Participant who
has not yet attained age 55 may withdraw any amounts from his ESOP Account if he
has been a Participant in the Plan for fewer than 5 years unless such amounts
are attributable to allocations made more than two years before the date of
withdrawal.

     

    (b) Second,
the principal amount of his matched Taxed Contributions made prior to
1987;

     

    (c) Third,
the principal amount of his unmatched Taxed Contributions made after 1986 and
earnings attributable to unmatched Taxed Contributions (whether or not made
after 1986);

     

    (d) Fourth,
the principal amount of his matched Taxed Contributions made after 1986 and
earnings attributable to matched Taxed Contributions (whether or not made after
1986);

     

    (e) Fifth,
amounts in his Company Contribution Account, to the extent vested; provided,
however, that no amount in his Company Contribution Account may be withdrawn by
a Participant who has been a Participant for fewer than five years unless such
amounts are attributable to allocations made more than two years before the date
of the withdrawal and further provided that no portion of an Aegis Retirement
Contribution Account or Monarch Retirement Contribution Account may be withdrawn
prior to termination of service;

     

    (f) Sixth, in
the case of a Participant who has attained age 59 1/2, all or any portion of his
Tax Deferred Contribution Account; and

     

    (g) Seventh,
in the event of financial hardship as defined in Section 8.03(b), all or any
portion of his Tax Deferred Contribution Account excluding any earnings credited
to his Tax Deferred Contribution Account after December 31, 1988, subject to the
conditions described in Section 8.03(c).

     

    No
withdrawal may be made under any subsection above unless all amounts that may be
withdrawn under all preceding subsections have been withdrawn; provided,
however, that a Participant may elect not to receive the amounts in his ESOP
Account under the special ESOP Account withdrawal rule applicable to
Participants who have attained age 50, described in Section 8.01(a),
above.  The amount to be withdrawn shall be based on the Current
Market Value of the investment as of the applicable Valuation Date immediately
preceding the date of the distribution.  Such distribution shall be
made in cash; provided, however, that a withdrawal from a Participant’s ESOP
Account may be paid in shares of Company Stock if so elected by the
Participant.

     

    In
accordance with procedures established by the Administrative Committee and in
Section 10.03, to the extent required by law, a Participant who is eligible to
receive a withdrawal may elect to have such withdrawal paid directly into an
individual retirement account, individual retirement annuity or a qualified
trust, provided that in the case of a rollover to a qualified trust, the terms
of the related plan permit the acceptance of such distribution.

     

    Notwithstanding
the foregoing, if the Plan receives written notice of a contemplated divorce or
QDRO or receives a domestic relations order, no withdrawals shall be permitted
from the Participant’s account except as provided in Section 10.06.

     

    
      
        
        

      

      
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    8.02 Penalties for General
Withdrawals.  The following paragraphs apply solely to Active
Participants who have not yet attained age 50.

     

    (a) A
Participant may withdraw any amount up to the principal amount of his unmatched
Taxed Contributions once during a Plan Year without penalty.

     

    (b) If a
Participant who has made a withdrawal pursuant to paragraph (a) above during a
Plan Year makes a second withdrawal from his Account during such Plan Year,
whether or not the withdrawal is in excess of the principal amount of his
unmatched Taxed Contributions (other than for hardship as described in Section
8.03), he shall be suspended from having Tax Deferred Contributions made on his
behalf and from making Taxed Contributions for a period of twelve (12) months
from the date of the first withdrawal (six (6) months on and after January 1,
2002).

     

    (c) If a
Participant makes a withdrawal of amounts in excess of the principal amount of
his unmatched Taxed Contributions, other than for hardship as described in
Section 8.03, he shall be suspended from having Tax Deferred Contributions made
on his behalf and from making Taxed Contributions for a period of one year from
the date of withdrawal (six (6) months on and after January 1,
2002).

     

    8.03 Hardship
Withdrawals.

     

    (a) A
withdrawal for hardship described in Section 8.01(g) will be granted only if the
withdrawal is made on account of hardship as defined in paragraph (b) below, and
is necessary to satisfy an immediate and heavy financial need of the Participant
as described in paragraph (c) below.  The Administrative Committee, in
its discretion, shall determine the existence of a hardship and the amount
necessary to meet that need in accordance with the provisions of this Section
8.03 and criteria described in Treas. Reg. Section 1.401(k) 1 (d)(2) as applied
to the Participant’s applicable facts and circumstances.

     

    (b) For
purposes of this Section 8.03 and Appendix B, hardship means an immediate and
heavy need to draw on financial resources to meet obligations incurred or to be
incurred with respect to:  (i) uninsured medical expenses (as defined
in Code Section 213(d)) incurred or to be incurred by the Participant, his
Spouse or dependents (as defined in Code Section 152); (ii) costs directly
related to the purchase of a principal residence (excluding mortgage payments)
of the Participant; (iii) the payment of tuition and related educational fees,
room and board, for the next 12 months of post secondary education for the
Participant, his Spouse, children or dependents; (iv) the prevention of the
eviction of the Participant from his principal residence or to prevent
foreclosure on the mortgage of his principal residence; and (v) other
extraordinary expenses as determined by the Administrative
Committee.  Hardship shall also include any other expenses determined
by the Secretary of the Treasury to constitute a deemed immediate and heavy
financial need.

     

    (c) A
withdrawal shall not be deemed to be necessary to satisfy a Participant’s
immediate and heavy financial need unless:  (i) the withdrawal does
not exceed the amount needed to satisfy the Participant’s immediate financial
need created by the hardship (including any taxes or penalties reasonably
anticipated to result from the hardship withdrawal); (ii) the Participant has
obtained all available distributions and discretionary withdrawals (including
hardship distributions) and all nontaxable loans under this Plan and all other
plans maintained by an Affiliated Company; (iii) the Participant is suspended
from having Tax Deferred Contributions made on his behalf and from making Taxed
Contributions under this Plan or any other plan (other than a welfare plan or a
plan described in Section 125 of the Code that provides welfare benefits)
maintained by an Affiliated Company until the expiration of the 12 month period
immediately following the receipt of the withdrawal (until the expiration of six
(6) months for Hardship distributions made on or after January 1, 2002) ; and
(iv)  for hardship withdrawals made prior to January 1, 2002 only,
when Tax Deferred Contributions resume, the maximum dollar amount of the
Participant’s Tax Deferred Contributions shall be the applicable dol1ar amount
specified in Code Section 402(g) reduced by the amount of such Participant’s Tax
Deferred Contribution for the taxable year in which the Hardship withdrawal
occurred.

     

    
      
        
        

      

      
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    8.04 Period of
Suspension.  A Participant who is suspended pursuant to
Sections 8.02 or 8.03 will continue to be considered an Eligible Employee for
purposes of the contributions made under Sections 3.01 and 3.04 and a
Participant for purposes of the allocations made pursuant to Sections 5.02, 5.03
and 5.04, and will continue to be credited with Years of Service during his
continued employment, even though no Tax Deferred Contributions or Taxed
Contributions will be made on his behalf for the period of
suspension.

     

    8.05 Limitation on Withdrawals
for Participants with Outstanding Loans.  A Participant with an
outstanding loan pursuant to Article IX may request a withdrawal pursuant to
this Article VIII, but any such withdrawal shall be limited so that the value of
the vested portion of his Account is not reduced below 200% of the balance of
all outstanding loans as of the date of the withdrawal.

     


    
      
         


      

      
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    ARTICLE
IX

     

    


     

    LOANS TO PARTICIPANTS AND
BENEFICIARIES

     

    9.01 Loan
Program.  The Administrative Committee is authorized in its
sole discretion to establish and maintain a loan program in accordance with
Section 408(b)(1) of ERISA and related regulations and consistent with the
provisions of this Article IX.  Only Eligible Employees and Active
Participants (i.e., an individual who is a Party in Interest as defined in
Section (3)(14) of ERISA, hereinafter collectively referred to as “Eligible
Borrowers”) shall be eligible to participate in the loan program.  The
previous sentence notwithstanding, officers of the Company are Participants in
the Plan excluded from the group of eligible employees who are Eligible
Borrowers. Loans shall be processed and made in accordance with rules and
procedures from time to time adopted by the Administrative Committee in its
discretion.  Such rules and procedures shall be in a written document
and are incorporated herein by reference.

     

    9.02 General
Rules.  Any Eligible Borrower with a vested interest in an
Account Balance under the Plan may make an application to the Administrative
Committee (or its delegate) for a loan.  Loan applications shall be
approved or denied by the Administrative Committee (or its delegate) within a
reasonable period of time after receipt.  Loans shall be made
available to all Eligible Borrowers on a uniform and reasonably equivalent
basis, without regard to an individual’s race, color, religion, sex, age or
national origin.  In reviewing a loan application, only those factors
which would be considered in a normal commercial setting by an entity in the
business of making similar types of loans may be considered.  Such
factors may include the Eligible Borrower’s creditworthiness and financial
need.  If approved, the Administrative Committee (or its delegate)
shall direct the Trustee to make a loan to the Eligible Borrower.  Any
loan made to an Eligible Borrower shall be treated as a segregated investment of
a portion of the Eligible Borrower’s Account Balance.  Notwithstanding
the foregoing, if the Plan receives written notice of a contemplated divorce or
QDRO or receives a domestic relations order, no loans shall be permitted from
the Participant’s Account except as provided in Section 10.06(c).

     

    9.03 Amount.  Loans
shall be made in amounts approved by the Administrative Committee in its
discretion.  No loan shall be for less than Five Hundred Dollars
($500).  A Participant may have up to, and including, five loans
outstanding at any given time.  No loan when added to the outstanding
balance of all other loans from the Plan to the Eligible Borrower shall exceed
the lesser of:

     

    (1) Fifty
Thousand Dollars ($50,000), reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan to the Eligible Borrower during the
one-year period ending on the day before the date the loan is made, over the
outstanding balance of loans from the Plan to the Eligible Borrower on the date
the loan is made, or

     

    (2)
one-half (1/2) of the Eligible Borrower’s vested Account Balance as of the
valuation date coincident with or immediately preceding the date of the
loan.

     

    9.04 Rate of Interest and Term of
Loan.  All loans shall be considered a segregated investment of
the Trust Fund and shall bear a reasonable rate of interest to be determined by
the Administrative Committee taking into consideration the interest rates being
charged by regional and local banks, the prevailing prime rate and general
economic conditions.  The interest rate shall not exceed the maximum
rate allowed by state or federal law; provided, however, that the Administrative
Committee shall have no obligation to make loans during any period in which the
maximum rate allowed by state or federal law would not permit the loan to bear a
reasonable rate of interest in light of the prevailing economic
circumstances.  All loans shall be for a maximum of five (5) years or
for such shorter term as the Administrative Committee may
determine.

     

    9.05 Security.  All
loans shall be secured by the pledge of the Eligible Borrower’s vested Account
Balance under the Plan and may be further secured by additional collateral
acceptable to the Administrative Committee if the Administrative Committee
determines, in a uniform and nondiscriminatory manner, that such additional
collateral is necessary or desirable to ensure repayment of the
loan.  No more than fifty percent (50%) of an Eligible Borrower’s
Vested Account Balance determined as of the valuation date coincident with or
immediately preceding the date of the loan may be used to secure a
loan.  In the event of default, foreclosure on the note and the
attachment of the Plan’s security interest in an Account Balance will not occur
until a distributable event occurs under the Plan.

     

    
      
        
        

      

      
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    9.06 Repayment.  All
loans shall provide for substantially level amortization over the term of the
loan, with payments of principal and interest paid through automatic payroll
deductions; provided, however, that the Eligible Borrower may prepay the loan in
full at any time without penalty and the Administrative Committee may require
repayment in full upon the Eligible Borrower’s termination of
employment.  To the extent permitted by law, repayments will be
suspended during unpaid leaves of absence or layoffs of up to one year although
interest will continue to accrue during these periods of
suspension.  Upon the Participant’s return to employment, the accrued
interest will be added to his outstanding loan balance and the individual’s
repayment schedule will be adjusted; provided, however, that the original term
of the loan shall not be extended by virtue of such leave of
absence.  If a leave of absence or layoff exceeds one year, the
outstanding loan balance will become immediately due and payable as of the end
of the one year period.  If an Eligible Borrower withdraws a portion
or all of such individual’s vested Account Balance or becomes entitled to
payment of benefits under the Plan, such payments or withdrawals shall first be
applied toward any outstanding loan balance (including accrued interest), with
the excess, if any, paid directly to the individual.

     


    
      
         


      

      
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    ARTICLE
X

     

    


     

    DISTRIBUTIONS

     

    10.01 Termination of
Employment.

     

    (a) If an
Active Participant separates from service (within the meaning of Code Sections
401(k) and 409(o)) or terminates employment on account of disability or death,
upon filing an application therefor as prescribed by the Administrative
Committee and subject to Section 9.06 hereof, the value of such Former
Participant’s Account, to the extent vested, shall be distributed to him, or if
he is not living, to his Beneficiary, either in a lump sum or in installments,
as the Participant (or his Beneficiary) has elected; provided, however, that the
Administrative Committee shall direct the Trustee to distribute, in a lump sum,
the Participant’s entire Account as soon as practicable following his
termination of employment if the value of the vested portion of the
Participant’s Account does not exceed $5,000 (or such other amount as provided
under Code Section 411(a)(11)) ($3,500 for Plan Years commencing prior to August
5, 1997).  If the value of the vested portion of a Participant’s
Account exceeds the applicable small lump sum benefit amount (as provided in the
preceding sentence), distributions shall be made or shall commence at such time
as the Participant (or his Beneficiary) may elect in accordance with Section
10.04.  With respect to distributions made on or after January 1,2002,
for purposes of this subsection, the value of the Participant’s vested Account
Balance shal1 be determined without regard to that portion of the Account
Balance that is attributable to Rollover Contributions (and earnings allocable
thereto).  Effective as of such date as Department of Labor final
regulations shall prescribe, a distribution under this Section which is greater
than $1,000, but not more than $5,000, shall be rolled over to an individual
retirement account which is designated in accordance with such final
regulations, unless the Participant elects otherwise.

     

    (b) Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Section 10.01(b). a distributee may elect, at
that time and in the manner prescribed by the Administrative Committee, to have
any portion of “eligible rollover distribution” paid directly to an “eligible
retirement plan” specified by the distributee in a “direct
rollover.”  An “eligible rollover distribution” is any distribution of
all or any portion of the account balance to the credit of the distributee,
except that an eligible rollover distribution does not include: any distribution
that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the distributee
and the distributee’s designated beneficiary, or for a specified period often
(10) years or more; any distribution to the extent such distribution is required
under Section 40l(a)(9) of the Code; for distributions made prior to January 1,
2002, the portion of any distribution that is not includable in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities); and any distribution made on or after January
1. 1999 that qualifies as a Hardship Distribution.

     

    An
“eligible retirement plan” is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in section 403(a) of the
Code, or a qualified trust described in Section 401(a) of the Code, that accepts
the distributee’s eligible rollover distribution.  For distributions
made on or after January 1. 2002, an “eligible retirement plan” shall also
include an annuity contract described in section 403(b) of the Code, and an
eligible deferred compensation plan described in section 457(b) of the Code
which is maintained by a state, political division of a state, or any agency or
instrumentality of such a state or political subdivision thereof, which agrees
to separately account for amounts transferred into such plan from this
Plan.  The definition of ‘eligible retirement plan’ shall also apply
in the case of a distribution to a surviving spouse, or a spouse or former
spouse who is the alternate payee under a QDRO, as defined in Section 414(p) of
the Code.  However,  in the case of an eligible rollover
distribution made prior to January 1, 2002 to a surviving spouse, an “eligible
retirement plan” is limited to an individual retirement account or individual
retirement annuity.

     

    For
distributions made after December 31.2001, a portion of a distribution shall not
fail to be an eligible rollover distribution merely because the portion consists
of after-tax employee contributions which are not includible in gross
income.  Such portion, however, may be transferred only to an
individual retirement account or annuity described in section 408(a) or (b) of
the Code, or to a qualified defined contribution plan described in section
401(a) or 403(a) of the Code that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includible.

     

    
      
        
        

      

      
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    The
Administrative Committee need not obtain evidence that a retirement plan had
received an IRS determination letter in order to have a reasonable belief that a
retirement plan is qualified under Code Section 401(a).  A “direct
rollover” is a payment by the Plan to the eligible retirement plan specified by
the distributee.  For purposes of this Section l0.01(b), a distributee
includes an Employee or former Employee.  In addition, the Employee’s
or former Employee’s surviving spouse and the Employee’s or former Employee’s
spouse or former spouse who is an alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code, are distributees with
regard to the interest of such spouse or former spouse.

     

    (c) The value
of any distribution shall be based on the Current Market Value of the
Participant’s Account.

     

    10.02 Method of
Distribution.  Subject to Section 10.01(a), a Former
Participant’s Account shall be paid to him (or in the event of his death, to his
Beneficiary) in a lump sum unless the Participant (or in the event of his death,
his Beneficiary) elects to have the value of his Account paid in annual
installments over:

     

    (a) a fixed
period of up to 15 years (but not exceeding the life expectancy of the Former
Participant, or the joint and last survivor expectancy of the Former Participant
and his Beneficiary); or

     

    (b) if the
Former Participant’s life expectancy exceeds 15 years, the life expectancy of
the Former Participant.

     

    The
amount to be paid to the Former Participant (or Beneficiary) in each installment
shall be determined by multiplying the value of the account balances, determined
in accordance with Section 10.01(c) as though the date of the installment were
the distribution date, by a fraction, the numerator of which is one and the
denominator of which is the number of installments remaining to be
distributed.  The life expectancy of the Former Participant and his
Beneficiary will be calculated by use of the return multiples specified in
Section 1.72 9 of the Income Tax Regulations.  The life expectancy of
a Former Participant and his Beneficiary may not be recalculated.

     

    If a
Former Participant who has elected to receive installments dies prior to
receiving all such installments, any remaining installments will be paid when
due to the Beneficiary, or if the Beneficiary elects, in a lump sum as soon as
practicable following the Participant’s death.  In the event a
Beneficiary dies while receiving installment payments, amounts remaining to be
paid shall be paid in a lump sum to said Beneficiary’s estate.

     

    Alternate
methods of distribution may apply to any portion of a Participant’s Account that
has been transferred to the Plan from another qualified plan pursuant to Section
3.06.

     

    Former
Participant may receive partial distributions from their Accounts prior to such
Former Participant’s Required Beginning Date.

     

    10.03 Form of
Distribution.  Distributions under the Plan shall be made in
the following manner:

     

    (a) all
distributions from other than the Olin Common Stock Funds shall be paid in cash,
except that such amounts may, at the election of the distributee, be paid in
Company Stock with any fractional interest in a share of Company Stock paid in
cash;

     

    (b) all
distributions from the Olin Common Stock Funds shall be paid in Company Stock,
except that any fractional interest in a share of Company Stock shall be paid in
cash; provided that any distribution to any other distributee who so elects,
shall be in cash as provided below.

     

    10.04 Date of
Distribution.  Generally, distributions will be made as soon as
practicable on or after the distribution date elected by the distributee;
provided, however, that in the discretion of the Administrative Committee,
distributions may be made or commence within sixty (60) days of the distribution
date elected. Notwithstanding anything in the Plan to the contrary,
distributions shall commence no later than the Participant’s Required Beginning
Date.

     

    
      
        
        

      

      
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    In the
event of the Participant’s death prior to his Required Beginning Date as
described in the preceding paragraph, distribution of the Participant’s Account
shall be completed within five years after the Participant’s death unless
distribution is made over a period not extending beyond the life expectancy of
the Beneficiary and either (a) the Participant’s Beneficiary is his Spouse and
payments begin no later than the date on which the Participant would have
attained age 70 1/2 or (b) distribution begins within one year of the
Participant’s death.

     

    10.05 Compliance with Applicable
Law.  Notwithstanding anything in the Plan to the contrary,
distributions under this Plan shall be made in accordance with Code Section
401(a)(9) and any regulations issued thereunder (described more fully in
Appendix A-2 hereof) and in accordance with Code Section 409(o).  To
the extent that any provision of the Plan is inconsistent with such section of
the Code or such regulations, such Plan provision shall be
disregarded.

     

    10.06 Distributions to Comply with
Qualified Domestic Relations Order.  In the case of any
Participant with respect to whom the Plan has received a QDRO awarding an
alternate payee all or any portion of the Participant’s interest under the Plan,
the following rules shall apply:

     

    (a) Subject
to Section 10.01(b), if necessary to comply with the terms of the QDRO, or if
not prohibited by the terms of the QDRO and requested by the alternate payee, an
amount shall be distributed to the alternate payee from the vested portion of
the Participant’s Account (net of any outstanding loans) sufficient to comply
with the terms of the QDRO.  Such amount shall be distributed to the
alternate payee in a lump sum as soon as practicable and if the full amount
required under the QDRO to be distributed from the Plan is so distributed, the
alternate payee shall have no further interest in the Plan.  If the
Participant’s vested interest (net of any outstanding loans) in the Plan is less
than the amount necessary to comply with terms of the QDRO, no amount shall be
distributed to the alternate payee pursuant to this Section 10.06 and amounts
due under the QDRO to the Alternate Payee shall be paid in accordance with the
terms of the QDRO and applicable law.

     

    (b) In the
event that the amounts due the alternate payee under a QDRO are not distributed
to the alternate payee pursuant to paragraph (a) above, the alternate payee’s
interest shall be held in a separate account segregated from the Participant’s
Account, and the value of the Participant’s Account shall be calculated without
reference to such amounts segregated pursuant to this paragraph.

     

    (c) In
accordance with procedures established by the Administrative Committee, if a
domestic relations order, as defined in Section 414(p)(1)(B) of the Code
(including, in the Administrative Committee’s discretion, a restraining order),
is received, then no distribution, in-service withdrawal or loan from the Plan
shall be made to the Participant until it is determined whether the domestic
relations order constitutes a QDRO, but in no event shall such suspension of
distributions, withdrawals and loans continue beyond the date which is 18 months
following the receipt of such domestic relations
order.  Notwithstanding the above, if a distribution from the Plan to
the Participant or his Beneficiary is required to comply with applicable law
under ERISA or the Code, then a distribution shall be made to the extent
necessary to comply with such law.

     

    10.07 Distribution Rights
Pertaining to Stock Distributions.

     

    (a) A
Participant or Beneficiary who receives a distribution of Company Stock from the
Plan which at the time of distribution is not publicly traded or is subject to
any restrictions on disposition under any federal or state securities law or any
regulation thereunder, or pursuant to any agreement affecting such Stock, which
would make such Stock not as freely tradable as stock not subject to such
restrictions shall have a “put option” with respect to such Stock upon terms no
less favorable than the following:

     

    
      
        
        

      

      
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    (i) Upon
receipt of the Stock, the distributee shall have sixty (60) days to require, by
filing written request with the Administrative Committee, that the Company (or
if the Trustee so elects, the Trustee) repurchase the Stock at its fair market
value.  If the put option is not exercised within the applicable
period, it will temporarily lapse;

     

    (ii) If there
is a temporary lapse of the put option under (i), above, after the close of the
Plan Year in which such lapse occurs the Company shall determine the value of
the Stock at the end of that Plan Year and notify the distributee of such value,
who will then have sixty (60) days to require, by filing written request with
the Administrative Committee, that the Company (or if the Trustee so elects, the
Trustee) repurchase the Stock.  If the put option is not exercised in
the applicable period it will permanently lapse.

     

    (iii) If the
Stock is contributed by a distributee to an IRA, the trustee of the IRA will
have, and may exercise, in the same manner, the put option that the distributee
otherwise would have had.

     

    On a
uniform and nondiscriminatory basis, the Administrative Committee from time to
time in its sole discretion may grant put options on a more simplified basis so
long as such options are not less favorable to Participants than as provided
above.

     

    (b) Company
Stock distributions under the Plan shall be in whole shares, containing such
legends and upon such terms and conditions and with such restrictions as the
Administrative Committee may determine to be necessary or appropriate to satisfy
requirements of the Securities and Exchange Commission or other applicable laws
or regulations, or to provide the Company (or the Trustee), if so requested,
with a right of first refusal with respect to the Stock being distributed, such
right to be exercisable only if the Stock is not publicly traded at the time the
right may be exercised.

     

    (c) Except as
otherwise provided in this Section 10.07, no Company Stock shall be subject to a
put, call, or other option, or buy sell or similar arrangement while held in the
Fund or at the time of distribution therefrom.

     

    (d) The
protections and rights contained in this Section 10.07 shall be nonterminable
and, accordingly, shall continue to exist, even if the Plan ceases to be an
employee stock ownership plan as defined in Section 4975(e)(7) of the
Code.

     


    
      
         


      

      
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    ARTICLE
XI

     

    


     

    TRUST
FUND

     

    11.01 Trust
Agreement.  In order to implement the Plan, the Company shall
enter into one or more Trust Agreements pursuant to which all the funds of the
Plan shall be held by one or more Trustees in one or more
trusts.  Under no circumstances shall any part of the corpus or income
of the trust fund established under the Plan be used for, or diverted to,
purposes other than for the exclusive benefit of the Participants and their
Beneficiaries, except as provided in Section 11.03.

     

    11.02 Trustee.  The
Investment Committee may remove the Trustee at any time for any reason upon the
notice required under the Trust Agreement, and if the Trustee resigns or is
removed, the Investment Committee shall designate a successor
Trustee.

     

    11.03 Return of
Contributions.  No contribution to the Plan shall be refunded
to a Participating Employer unless such contribution was:

     

    (a) conditioned
upon the tax deductibility of such contribution and such contribution is not
deductible, and it shall be presumed that all contributions are conditioned upon
deductibility; or

     

    (b) made as a
result of a mistake of fact.

     

    Such
refund shall be made, if requested by a Participating Employer in writing,
within one year from the date a contribution was made as a result of a mistake
of fact, or from the date of disallowance of a deduction (or other applicable
date) as the case may be.  Any contribution refunded as provided above
shall be adjusted to reflect its proportionate share of the trust fund’s loss,
if any, but shall not be adjusted to reflect its share of the trust fund’s gain,
if any.

     


    
      
         


      

      
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    ARTICLE
XII

     

    


     

    ADMINISTRATION

     

    12.01 Administrative
Committee.  The Pension and CEOP Administrative Committee, with
membership and charter as may be established by the Company from time to time,
shall be one of the Plan’s two named fiduciaries and shall be the administrator
of the Plan within the meaning of Section 3(16)(A) of ERISA.  The
Administrative Committee shall administer the Plan in accordance with its terms
and shall have all the powers necessary to carry out the provisions of the
Plan.  The Administrative Committee, or its agent or delegate, has the
absolute authority and sole discretion to interpret the terms of the Plan,
including the Plan’s eligibility provisions and its provisions relating to
qualification for and accrual of benefits.  The Administrative
Committee’s decisions shall be final and binding on all persons seeking
benefits.  Benefits shall only be paid under this Plan only if the
Administrative Committee, in its sole discretion, determines that such person is
entitled to them.  Any exercise of discretion by the Administrative
Committee shall be exercised in a nondiscriminatory manner as applied to
similarly situated individuals.  Unless the Company determines
otherwise, the Administrative Committee shall have no fiduciary responsibility
relating to the selection of investment options and other asset management
matters under the Plan. 

     

    12.02 Investment
Committee.  The Investment Committee, with membership and
charter as may be established by the Company from time to time, shall be the
Plan’s named fiduciary with respect to the selection of Funds and all other
matters pertaining to the investment and management of Plan assets.


     

    12.03 Delegation.  Each
of the Investment Committee and Administrative Committee have the authority to
delegate any of their powers or duties to any other person.  Any such
person may further delegate its powers or duties to another
person.  Unless otherwise expressly provided, any delegation or
subsequent delegation shall include the same full, final and discretionary
authority that the delegating party has and any decisions, actions or
interpretations made by any delegate shall have the same ultimate binding effect
as if made by the delegating entity. 

     

    12.04 Action by
Company.  The Board of Directors, the Compensation Committee of
the Board of Directors, or the Benefit Plan Review Committee (or any of their
respective delegates) may act on behalf of the Company with respect to actions
or matters reserved to the Company in this Plan; provided that each of these
have the authority to delegate any of their powers or duties to any other
person.  Any such person may further delegate its powers or duties to
another person.   Any delegation or subsequent delegation shall
include the same authority that the delegating party has, except as otherwise
expressly provided in any delegation.

     

    12.05 Employment of
Agents.  The Administrative Committee and the Investment
Committee may employ such legal, medical, insurance, accounting, actuarial or
other experts as it deems necessary or desirable, in its sole discretion, in
carrying out the provisions of the Plan.

     

    12.06 Fiduciary
Responsibilities.  The Administrative Committee and the
Investment Committee are the Plan’s named fiduciaries and have the fiduciary
duties set forth herein.  The Administrative Committee and the
Investment Committee, together with the Trustee, have been designated to carry
out all fiduciary responsibilities under ERISA with respect to the Plan, except
for those responsibilities specifically delegated to another
person.

     

    The
Company may allocate other fiduciary responsibilities among the fiduciaries
named in the Plan or may designate persons other than named fiduciaries to carry
out fiduciary responsibilities.

     

    Any of
the fiduciaries of the Plan may, by agreement among themselves, allocate
specific responsibilities among themselves or delegate to other persons all or
such portion of their fiduciary duties hereunder, as they, in their sole
discretion, shall decide, other than those granted to the Trustee under the
Trust Agreement.  The Company may purchase insurance to cover the
potential liability of all persons who serve in a fiduciary capacity (as defined
in ERISA or the Plan) with regard to the Plan.

     

    
      
        
        

      

      
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    12.07 Compensation.  No
member of the Administrative Committee or Investment Committee shall receive any
compensation for his services as such.  Each member of such Committees
and each other Fiduciary of the Plan shall be bonded as required by
ERISA.

     

    12.08 Committee
Liability.  The members of the Administrative Committee and
Investment Committee shall use the degree of care, skill, prudence and diligence
in carrying out their duties that a prudent man, acting in a like capacity and
familiar with such matters, would use in his conduct of a similar
situation.

     

    Except as
provided in ERISA or in the Regulations, in administering the Plan neither a
member of the Administrative Committee or Investment Committee, nor a
Participating Employer nor any director, officer or employee thereof, shall be
liable for any acts of omission or commission, except for his or its own
individual, willful and intentional malfeasance or misfeasance and each
Participating Employer, its officers, directors and Employees and any member of
the such Committees shall be entitled to rely conclusively on all tables,
valuations, certificates, opinions and reports which shall be furnished by any
actuary, accountant, Trustee, insurance company, counsel or other expert who
shall be employed or engaged by the Participating Employer or such
Committees.

     

    To the
maximum extent permitted by law, no member of the Administrative Committee or
Investment Committee or officer, employee or director of the Company or any
Participating Employer to whom any duty or power relating to the administration
or interpretation of the Plan or to the management and control of the assets of
the Plan may be delegated or allocated shall be personally liable by reason of
any contract or other instrument executed by him or on his behalf in his
capacity as a fiduciary of the Plan nor for any action taken or omitted or
mistake of judgment made in good faith, and the Company (or the appropriate
Participating Employer) shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums of which are
paid from its own assets) against any cost or expense (including counsel fees)
or liability (including any sum paid in settlement of a claim with the approval
of the Company or applicable Participating Employer) arising out of any act or
omission to act in connection with the Plan unless arising out of such person’s
own fraud or bad faith.

     

    12.09 Reports to
Participants.  At least once a Plan Year, each Participant
shall be furnished a written statement setting forth the value of his Account
together with such additional information as determined by the Administrative
Committee.

     

    12.10 Administrative
Expenses.  All brokerage costs, transfer taxes and similar
expenses incurred in connection with the investment and reinvestment of the Fund
and all taxes of any kind whatsoever which may be levied or assessed under
existing or future laws upon or in respect of the Trust Fund shall be paid from
the Fund, and, until paid, shall constitute a charge upon the Trust
Fund.  All other administrative expenses of the Plan and the Fund
shall be paid from the Fund, to the extent not paid by the Participating
Employers.  The Participating Employers may advance funds to the Plan
for the payment of Plan ordinary operating and administrative expenses, and
shall be entitled to be reimbursed therefor from the Plan without interest. The
Administrative Committee is authorized in its discretion to establish
administrative fees which may be charged against each Participant’s
Account.  Notwithstanding the foregoing, effective as of March 1,
2001, Trustee fees, investment management fees, commissions and related Plan
administrative expenses will be incorporated into the fees associated with the
Funds made available under the Plan.  In addition, fees associated
with the self-directed brokerage feature will be charged directly to the
affected Participant’s account, and the account of each Participant applying for
a Plan loan will be charged an application fee ($50 per loan as of March 1,
2001, subject to change).  No commissions will be charged on purchases
of Company Stock directly from a Participating Employer or from Accounts in the
Plan.  

     

    12.11 Special Fiduciary Provisions
Concerning Employer Stock.

     

    (a) The
Trustee shall adopt procedures designed to safeguard the confidentiality of
information relating to the purchase, holding, and sale of securities, and the
exercise of voting, tender and similar rights with respect to such securities by
Participants (and Beneficiaries), except to the extent necessary to comply with
Federal laws or state laws not preempted by ERISA.  The Administrative
Committee shall ensure that the foregoing procedures are sufficient to safeguard
the confidentiality of such information and such procedures are being
followed.

     


    
      
         


      

      
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    ARTICLE
XIII

     

    


     

    VOTING
AND TENDER OFFERS

     

    13.01 Voting of Company
Stock.  Each Participant (or Beneficiary in the event of the
death of the Participant) is, for the purposes of this Section 13.01, hereby
designated a named fiduciary within the meaning of Section 402(a)(2) of ERISA,
with respect to the Company Stock allocated to his Account and he may direct the
Trustee as to the manner in which the Company Stock represented by the Company
Stock portion of his Olin Common Stock Fund Accounts is to be
voted.

     

    Before
each annual or special meeting of shareholders of the Company, there shall be
sent to each Participant, and in the event of the Participant’s death, his
Beneficiary, a copy of the proxy solicitation material for such meeting,
together with a form requesting instructions to the Trustee on how to vote the
Company Stock allocated to such Participant’s or Beneficiary’s
Account.  Upon receipt of such instructions, the Trustee shall vote
such shares as instructed, determined separately with respect to shares of
Company Stock.  In lieu of voting fractional shares as instructed by
Participants or Beneficiaries, the Trustee may vote the combined fractional
shares of each type of Company Stock to the extent possible to reflect the
direction of Participants or Beneficiaries with allocated fractional shares of
Company Stock.  Subject to any countervailing fiduciary duties that
may require the Trustee to exercise its independent fiduciary judgment to the
contrary, the Trustee shall vote shares of Company Stock allocated to Accounts
under the Plan for which the Trustee received no valid voting instructions in
the same manner and in the same proportion as the shares of Company Stock with
respect to which the Trustee received valid voting
instructions.  Instructions to the Trustee shall be in such form and
pursuant to such regulations as the Administrative Committee may
prescribe.

     

    13.02 Tendering Company
Stock.

     

    (a) The
provisions of this Section 13.02 shall apply in the event any person (other than
the Company), either alone or in conjunction with others, makes a tender offer,
or exchange offer, or otherwise offers to purchase or solicits an offer to sell
to such person one percent or more of the outstanding shares of a class of
Company Stock held by the Trustee hereunder (herein jointly and severally
referred to as a “tender offer”.  As to any tender offer, each
Participant (or Beneficiary in the event of the death of the Participant) shall
have the right to determine whether shares held subject to the Plan will be
tendered.

     

    (b) A Trustee
may not take any action in response to a tender offer except as otherwise
provided in this Section 13.02.  Each Participant (or Beneficiary in
the event of the death of the Participant) is, for all purposes of this Section
13.02, hereby designated a named fiduciary within the meaning of Section
402(a)(2) of ERISA, with respect to the shares of Company Stock allocated to his
Account, and he may direct the Trustee to sell, offer to sell, exchange or
otherwise dispose of the Company Stock allocated to such individual’s Account in
accordance with the provisions, conditions and terms of such tender offer and
the provisions of this Section 13.02.  Such instructions shall be in
such form and shall be filed in such manner and at such time as the Trustee may
prescribe.

     

    (c) The
Trustee shall sell, offer to sell, exchange or otherwise dispose of the Company
Stock allocated to the Participant’s or Beneficiary’s Account with respect to
which it has received directions to do so.  The proceeds of a
disposition directed by a Participant or Beneficiary from his Account under this
Section 13.02 shall be allocated to such individual’s Account and be governed by
the provisions of Section 13.02(e) or other applicable provisions of the Plan
and/or the Trust Agreement.

     

    (d) To the
extent to which Participants and Beneficiaries do not issue valid directions to
the Trustee to sell, offer to sell, exchange or otherwise dispose of the Company
Stock allocated to their Account, such individuals shall be deemed to have
directed the Trustee that such shares remain invested in Company Stock subject
to all provisions of the Plan.

     

    
      
        
        

      

      
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    (e) To the
extent possible, the proceeds of a disposition of Company Stock in an
individual’s Account pursuant to a tender offer as described in this Section
13.02 shall be reinvested by the Trustee in any substituted shares of Company
Stock (or, if stock of an affiliated company is substituted, then in such
substituted shares of the affiliated company) as expeditiously as possible in
the exercise of the Trustee’s fiduciary responsibility.  In the event
that Company Stock is no longer available to be acquired following a tender
offer, the Company may direct the substitution of new employer securities for
the Company Stock or for the proceeds of any disposition of Company
Stock.  Pending the substitution of new employer securities or the
termination of the Plan and trust, cash proceeds from the tender offer held in
the trust fund shall be invested in short-term securities issued by the United
States of America or any agency or instrumentality thereof.

     

    


    



    
      
         


      

      
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    ARTICLE
XIV

     

    


     

    AMENDMENT AND
TERMINATION

     

    14.01 Amendment.

     

    (a) Subject
to the terms of any applicable collective bargaining agreement, the Company may
at any time, and from time to time, amend the Plan and such amendment shall be
binding on all Participating Employers, Participants and
Beneficiaries.

     

    (b) Notwithstanding
anything herein to the contrary, if an applicable vesting schedule is amended, a
Participant who has completed three (3) Years of Service as of the expiration of
the election period described below may elect to be subject to the vesting
schedule in effect prior to the change in the vesting schedule.  Such
election must be made during the period which begins on the date on which the
amendment changing the vesting schedule is adopted and which ends on the latest
of the following dates:

     

    (1) the date
which is sixty (60) days after the date on which the Plan amendment is
adopted;

     

    (2) the date
which is sixty (60) days after the date on which the Plan becomes
effective;

     

    (3) the date
which is sixty (60) days after the date the Participant is issued written notice
of the Plan amendment by the Company; or

     

    (4) such
later date as may be specified by the Company.

     

    The
election provided for in this Section 14.01(b) shall be irrevocable when
made.

     

    14.02 Termination.

     

    (a) The Plan
is entirely voluntary on the part of the Company and other Participating
Employers.  Subject to the terms of any applicable collective
bargaining agreement, the Company reserves the right at any time to terminate
the Plan, the Trust Agreement and the trust hereunder or to suspend, reduce or
partially or completely discontinue contributions thereto.  To the
extent required by law, in the event of such termination or partial termination
of the Plan or complete discontinuance of contributions, the interests of the
affected Participants shall automatically become nonforfeitable and, at the
election of the Company, such amounts shall either (i) continue to be held in
the trust fund until distributed as provided in Section 10.01 or (ii) to the
extent permitted by law, be distributed to such Participants in the same manner
as if their employment had been terminated.

     

    (b) In the
event of a complete termination of the Plan or the complete discontinuance of
contributions, any forfeitures not previously applied in accordance with Section
7.04 shall be credited ratably to the Accounts of all Participants in proportion
to the value of the Participants’ Accounts as of the date of termination or
complete discontinuance of contributions.

     

    14.03 Termination of an Employer’s
Participation.  Without affecting the continuing participation
in the Plan of the Company or any other Participating Employer, the Company,
with or without cause, may terminate the participation of any Participating
Employer in the Plan by written notice to such Participating Employer, and any
Participating Employer may voluntarily terminate its participation in the Plan
by written notice to the Company.  If any Participating Employer
ceases to be a party to this Plan, the Administrative Committee shall cause to
be determined that fraction of the Fund allocable to the then Employees of the
terminating Participating Employer.  Within a reasonable period of
time the Trustee shall set aside sufficient assets from the Fund to equal in
value such fraction of the entire value of the Fund.  The
Administrative Committee may direct the Trustee to (a) distribute such assets as
if the Plan had been terminated on the date such former Participating Employer
ceased to be a party to this 

     

    
      
        
        

      

      
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    Plan, (b)
deliver such assets to another plan trustee designated by such former
Participating Employer, or (c) take whatever alternative action may be deemed
appropriate under the circumstances.

     


    
      
         


      

      
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    ARTICLE
XV

     

    


     

    MISCELLANEOUS
PROVISIONS

     

    15.01 Nonalienation of
Benefits.  Except (a) as may be required to comply with a
qualified domestic relations order in accordance with Code Section 414(p); (b)
on or after August 5, 1997, as may be permitted under Code Section
401(a)(13)(C); or (c) to the extent a Participant’s Account is used as security
for a loan from the Plan, any benefit that may be or become payable under the
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
such benefits shall be void; and any such benefit shall not in any manner be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled to such benefit, nor shall it be subject to attachment or
legal process for or against such person.

     

    If any
person entitled to any benefit under the Plan shall become bankrupt or shall
attempt to alienate, sell, transfer, assign, pledge, or encumber such benefit,
such benefit shall, in the sole discretion of the Company, cease and terminate,
and in that event the Company shall cause such benefit, or any part thereof, to
be held or applied for the benefit of such person, his Spouse, children or other
dependents, or all or any of them, in such manner as the Company shall
determine.

     

    15.02 Benefits Paid Solely from
the Trust Fund.  All benefits under the Plan are to be paid or
provided solely from the trust fund and the Company nor any of the Participating
Employers assumes no liability or responsibility therefor.

     

    15.03 No Contract of
Employment.  The Plan shall not be deemed to constitute a
contract between any Participating Employer and any Participant or to be a
consideration for, or an inducement for, the employment of any individual by any
Participating Employer.  Nothing contained in the Plan shall be deemed
to give any individual the right to be retained in the service of any
Participating Employer or to interfere with the right of any Participating
Employer to discharge or to terminate the service of any individual at any time
without regard to the effect that such discharge or termination might have upon
any rights that he might have under the Plan.

     

    15.04 Incompetency.  If
a Participant or any other person entitled to any payment under the Plan is
unable to care for his affairs because of illness or accident or any other
reason, any such payments due may, unless claim shall have been made therefor by
a duly appointed guardian, conservator, committee or other legal representative,
be paid by the Administrative Committee to the Spouse, child, parent or other
blood relative or to any person deemed by the Administrative Committee to have
incurred expenses for such Participant or other person entitled to payments
under the Plan, and any such payment so made by the Administrative Committee
shall be a complete discharge of the liabilities of the Plan
therefor.

     

    15.05 Missing
Recipients.  If within three years after any benefit is payable
under the Plan, the Administrative Committee is unable to make payment because
the identity and/or whereabouts of the Participant (or Beneficiary) cannot be
ascertained, notwithstanding the mailing of due notice to any last known address
or addresses, the Administrative Committee shall direct that such benefit or
distribution, and all further benefits or distributions with respect to him,
shall be used to reduce future contributions by Participating
Employers.  Such benefit shall be restored (in an amount equal to the
amount forfeited) upon proper claim made by such Participant (or Beneficiary)
prior to the termination of the Plan.  Benefits restored under this
Section 15.05 shall be made first from forfeitures arising under this Section;
and, if such forfeitures are insufficient, from additional contributions by
Participating Employers made in order to restore such benefits.

     

    15.06 Mergers, Consolidations and
Transfers of Plan Assets

     

    (a) In the
case of any merger or consolidation of the Plan with, or transfer of assets or
liabilities of the Plan to, any other plan, each Participant shall (if such
other plan were then to terminate) be entitled to receive a benefit immediately
after such merger, consolidation or transfer that shall be at least equal to the
benefit that he would have been entitled to receive immediately before such
merger, consolidation or transfer (if the Plan had then
terminated).

     

    
      
        
        

      

      
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    (b) Each
Participant who is defined as a Transferred Employee under Article IX of the
Asset Purchase Agreement by and between Olin Corporation and the Arco Chemical
Company, dated as of October 9, 1996 (the “Agreement”), may elect to transfer
such Participant’s entire account balance (including any Participant loan, but
subject to any applicable qualified domestic relations order) to the Section
401(k) savings plan sponsored by Arco covering such employees, provided,
however, with the exception of any account receivable in the form of a
Participant loan, the account balance will be transferred in cash, and not in
kind.

     

    (c) Each
Participant who immediately prior to the effective date of the Primex Spin-off
was an employee of the Company and whose employment is transferred directly to
Primex shall have a one-time right to elect to transfer such Participant’s
vested account balance to the Section 401(k) savings plan established and
maintained by Primex for the benefit of its employees (the “Prime
Plan”).  This elective transfer option is intended to and shall comply
with the provisions of Treas. Reg. Section 1.411(d)-4,
Q&A-3(b).  The election to transfer shall be entirely voluntary,
but the amount transferred must equal the Participant’s entire non-forfeitable
accrued benefit under the Plan.  After the transfer, the Participant’s
account balance under the Prime Plan will be fully vested and
non-forfeitable.  Participants who do not elect to transfer their
account balances to the Prime Plan, shall continue to participate in this Plan
in accordance with its terms.

     

    15.07 Claim
Procedures.  The provisions of this Section 15.07 shall be
effective for claims filed on or after January 1, 2002.  In order to
receive any distribution or other benefits under the Plan, a Participant or
Beneficiary must complete the appropriate benefit application procedure
prescribed by the Administrative Committee.  If a claim for benefits
is denied in whole or in part by the Administrative Committee, the claimant
shall be given written notice thereof within ninety (90) days following receipt
of the claim by the Plan.  The Administrative Committee determines
that an extension is necessary, it shall notify the claimant of the results for
the extension before the end of the initial ninety (90) day
period.  The extended period may not exceed one hundred eighty (180)
days after the date of the filing of the claim.

     

    A notice
of adverse benefit determination must be in written or electronic
form.  Such notice shall set forth, in a manner calculated to be
understood by the claimant:

     

    (a) the
reasons for denial of the claim;

     

    (b) a
reference to the particular provisions of the Plan on which denial of the claim
is based;

     

    (c) a
statement as to any additional facts or information necessary to perfect the
claim and an explanation as to why the same is required; and

     

    (d) a
description of the Plan’s procedures hereinafter set forth for review of the
denial of the claim, and a statement regarding the claimant’s right to bring a
civil action under ERISA Section 502(a) following an adverse benefit
determination on appeal.

     

    If a
claim for benefits relates to benefits because of disability under the Plan, and
the claim is denied in whole or in part by the Administrative Committee, the
claimant shall be given written notice thereof within forty-five (45) days
following receipt of the claim by the Plan.  This period may be
extended by the Administrative Committee for up to thirty (30) days, provided
that the Administrative Committee determines that such an extension is necessary
due to matters beyond the control of the Plan and notifies the claimant, prior
to the expiration of the initial forty-five (45) day period, of the reasons for
the extension.  If, prior to the end of the first thirty (30) day
extension period, the Administrative Committee determines that, due to matters
beyond the control of the Plan, a decision cannot be rendered within that
extension period, the period for making the determination may be extended for up
to an additional thirty (30) days, provided that the Administrative Committee
notifies the claimant, prior to the expiration of the first thirty (30) day
extension period, of the reasons for the extension.  A notice of
extension under this paragraph shall specifically explain the standards on which
entitlement to a benefit is based, the unresolved issues that prevent a decision
on the claim, and the additional information needed to resolve those issues, and
the claimant shall be afforded at least forty-five (45) days within which to
provide the specified information (the period for making the benefit
determination shall be toned from the date on which the notification of the
extension is sent to the claimant until the date on which the claimant responds
to the request for additional information).

     

    
      
        
        

      

      
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    Every
person whose claim for benefits under the Plan is denied in whole or in part by
the Administrative Committee shall have the right to request a review of such
denial.  Such review shall be granted upon written request therefor
filed by the claimant with the Administrative Committee within sixty (60) days
following receipt of the notice of the denial (within one hundred and eighty
(180) days for disability benefit claims).  Such review shall be
conducted by the Administrative Committee (or another committee to be designated
by the Company).  For any review by the Administrative Committee, the
claimant, in person or by duly authorized representative, may submit written
comments, documents, records and other information related to the benefit claim
on appeal.  The claimant shall be provided, upon request and free of
charge, access to and copies of all documents, records and other information
relevant to the benefit claim.  The review on appeal will consider all
comments, documents, records and other information submitted by the claimant
without regard to whether such information was submitted or considered in the
initial benefit determination.

     

    The
Administrative Committee shall decide the matter with reasonable promptness and
in any event within sixty (60) days (forty-five (45) days for disability benefit
claims) after receipt of the appeal.  If Administrative Committee
determines that an extension is necessary, the Administrative Committee shall
notify the claimant of the reasons for the extension before the end of such
initial period.  The extended period may not exceed one hundred and
twenty (120) days (ninety (90) days if the claim relates to disability benefits)
following receipt of a request for review.  Its decision shall be in
written or electronic form, and, in the event of an adverse benefit
determination, shall set forth, in a manner calculated to be understood by the
claimant, (i) the specific reasons for the decision, (ii) the provisions of the
Plan on which the determination is based; (iii) a statement that the claimant is
entitled to receive, upon request and free of charge, access to and copies of
all documents, records and other information relevant to the benefit claim; and
(iv) a statement regarding the claimant’s right to bring a civil action under
ERISA Section 502(a).

     

    15.08 Cooperation of
Participants.  In order to receive any benefits under the Plan,
a Participant (or Beneficiary) must furnish to the Administrative Committee such
information as it may request for purposes of the proper administration of the
Plan.

     

    15.09 Applicable
Law.  All questions pertaining to the construction, validity
and effect of the Plan shall be determined in accordance with the laws of the
State of Connecticut, to the extent such laws are not preempted by
ERISA.

     

    15.10 Gender and
Number.  In the construction of the Plan, the masculine shall
include the feminine and the singular shall include the plural in all cases
where such meanings would be appropriate.

     

    15.11 Headings.  The
headings of Articles and Sections are included solely for convenience of
reference and shall have no effect upon the meaning of the provisions
hereof.

     

    15.12 Veterans’ Rights Upon
Re-Employment.  Notwithstanding any provision of this plan to
the contrary, effective for reemployments commencing on or after December 12,
1994, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with section 414(u) of the
Code.

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this plan document has been executed by a duly authorized
officer of the Company effective as of December 1, 2003.

     

    
      	 
      	
              OLIN
      CORPORATION

            
	
              Witness:

            	 
      
	
               

               

              _________________________________________

            	
               

               

              By
      _______________________________________

               

            
	
              _________________________________________

            	
               

               

              Its   Sr.
      Vice President,

                     Corporate
      Affairs

            


    


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    APPENDIX
A-1

     

    


     

    TOP
HEAVY PROVISIONS

     

    The
following special provisions shall apply to determine if the Plan is a Top Heavy
Plan in accordance with Code Section 416 and any special rules that will apply
based on such status.  In the event that the provisions contained in
this Appendix A-1 are inconsistent with the terms contained in the remainder of
the Plan, the provisions contained in this Appendix A-1 shall take
precedence.

     

    ARTICLE
I

     

    Definitions

     

    
      	
              Aggregation
      Group:

            	
              All
      plans maintained by an Affiliated Company that are qualified under the
      Code; provided that each such plan satisfies at least one of the following
      requirements:

            
	 
      	
              (a)
      one or more Key Employees are Participants;

            
	 
      	
              (b)
      the plan enables any plan in which a Key Employee is a Participant to
      comply with the coverage and nondiscrimination requirements of Sections
      401(a)(4) and 410 of the Code; or

            
	 
      	
              (c)
      such plan has been designated as a part of the Aggregation Group, provided
      that the resulting Aggregation Group meets the coverage and
      nondiscrimination requirements of Sections 401(a)(4) and 410 of the
      Code.

            
	
              Determination
      Date:

              Key
      Employee:

            	
              With
      respect to any Plan Year, the last day of the preceding Plan
      Year.

              “Key
      Employee” shall mean any employee or former employee of the Company or of
      any Affiliated Company (and any beneficiary of such an employee) who at
      any time during the five (5) plan years ending on the determination date
      for the Plan Year in question (as defined under “Top-Heavy” in this
      Glossary) was:

            
	 
      	
              (a)
      with respect to Plan Years prior to January 1,2002, an officer of the
      Company or of any Affiliated Company, provided, however, that for Plan
      Years beginning after December 31, 1983 only officers having an Annual
      Compensation greater than fifty percent (50%) of the dollar limitation in
      effect under Section 415(b)(1)(A) of the Code for the calendar year in
      which the Plan Year ends shall be included, and further provided that no
      more than fifty (50) persons (or, if lesser, the greater of three (3)
      persons or ten percent (10%) of the employees of the Company and the
      Affiliated Companies) shall be treated as officers;

            
	 
      	
              (b)
      with respect to Plan Years prior to January 1,2002, one of the ten (10)
      employees having Annual Compensation of more than the dollar limitation in
      effect under Section 415(c)(1)(A) of the Code for the calendar year in
      which the Plan Year ends and owning (or considered as owning within the
      meaning of Section 318 of the Code) both more than a one-half percent
      (1/2%) interest and one of the ten largest percentage interests in the
      Company and Affiliated Companies (if two employees have the same interest
      in an employer, the employee having greater annual compensation shall be
      treated as having a larger interest);

            
	 
      	
              (c)
      a person who, without application of the aggregation rules of subsections
      (b), (c) and (m) of Section 414(b) of the Code, owned (or was considered
      as owning within the meaning of Section 318 of the Code) more than five
      percent (5%) of the outstanding stock (or in the case of an unincorporated
      business, of the capital or profits interest) of the Company or Affiliated
      Company or stock possessing more than five percent (5%) of the total
      combined voting power of all of the stock of the Company or Affiliated
      Company; or

            
	 
      	
              (d)
      a person who had Annual Compensation from the Company and/or Affiliated
      Companies of more than one hundred fifty thousand dollars ($150,000) and
      who, without application of the aggregation rules of subsections (b), (c)
      and (m) of Section 414(b) of the Code, owned (or was considered as owning
      within the meaning of Section 318 of the Code) more than one percent (1%)
      of the outstanding stock (or in the case of an unincorporated business, of
      the capital or profits interest) of the Company or Affiliated Company or
      stock possessing more than one percent (1%) of the total combined voting
      power of all of the stock of the Company or Affiliated
      Company.

            
	 
      	
              For
      Plan Years commencing on or after January 1, 2002, “Key Employee” shall
      mean any Employee or former Employee of the Company or of any Affiliated
      Company (and any Beneficiary of such an Employee) who at any time during
      the Plan Year that includes the determination date (as defined under
      “Top-Heavy” in this Glossary) was an officer of the Company or any
      Affiliated Company having Annual Compensation greater than $13 0,000 (as
      adjusted under section 416(i)(1) of the Code), a 5-percent owner of the
      Company, or a 1-percent owner of the Company having annual compensation of
      more than $150,000.  For this purpose, annual compensation means
      compensation within the meaning of Section 415(c)(3) of the
      Code.  The determination of who is a Key Employee shall be made
      in accordance with section 416(i)(1) of the Code and the applicable
      regulations and other guidance of general applicability issued
      thereunder.

            
	
              Top
      Heavy Plan:

            	
              The
      Plan, if it is included in the Aggregation Group, and as of the
      Determination Date for such Plan Year, the sum of:

            
	 
      	
              (a)
      the aggregate values of the Accounts for all Key Employees under the Plan;
      and

            
	 
      	
              (b)
      the aggregate account values and the aggregate present values of accrued
      benefits (excluding amounts attributable to unrelated rollover
      contributions) for all Key Employees under all other plans in the
      Aggregation Group, exceeds 60 percent of all such aggregate values for all
      individuals under all plans in the Aggregation Group.  In
      determining the value of any individual’s account or the present value of
      his accrued benefits:

            
	 
      	
              (i)
      Generally, any accrued benefit transferred or distributed in the five (5)
      year period ending on a plan’s determination date: (except any such
      accrued benefit otherwise included in the present value of accrued
      benefits on the determination date) shall be added back and included in
      the plan’s present value of accrued benefits as of the determination date;
      provided, however, that for Plan Years commencing on or after January
      1,2002, in the case of a distribution made due to separation from service,
      death or disability only, this provision shall apply by substituting “one
      (1) year period” for “five (5) year period:”;

            
	 
      	
              (ii)
      the present value of his accrued benefit under a defined benefit plan
      shall be determined by using a five percent interest rate assumption and
      the mortality table used to determine a benefit that is the actuarial
      equivalent of another benefit under such plan; and

            
	 
      	
              (iii)
      the accrued benefit of a non key employee under a defined benefit plan
      shall be (A) determined under the method, if any, that uniformly applies
      for accrual purposes under all plans maintained by any Affiliated Company,
      or (B) if there is no such method, as if such benefit accrued not more
      rapidly than the slowest accrual rate permitted under the fractional
      accrual rate of Section 411(b)(1)(C) of the Code.  The value of
      the account balances or accrued benefit of Participants who have not
      performed or received credit for any services for any employer maintaining
      the plan (other than benefits under the plan) at any time during the five
      (5) year period ending on the plan’s determination date shall be
      disregarded.  For Plan Years beginning on or after January 1,
      2002, the value of the account balances or accrued benefit of all
      Participants in a plan who have not performed or received credit for any
      services for any employer maintaining the plan (other than benefits under
      the Plan) at any time during the one (1) year period ending on the plan’s
      determination date shall be disregarded.

            
	
              Top
      Heavy Plan Year:

            	
              A
      Plan Year in which the Plan is a Top Heavy
Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    Vesting
Requirements

     

    In any
Top Heavy Plan Year, the Account of each Participant shall be fully vested and
nonforfeitable if he has credit for three Years of Service.  In the
event the Plan ceases to be a Top Heavy Plan for any Plan Year subsequent to a
Top Heavy Plan Year, the Account of any individual that has become fully vested
in accordance with the preceding sentence shall remain fully
vested.

     

    ARTICLE
III

     

    Minimum
Allocation

     

    Each
Eligible Employee who on the last day of any Top Heavy Plan Year (a) is not a
Key Employee and (b) does not participate in a defined benefit plan maintained
by an Affiliated Company that provides that the minimum benefit requirements
applicable to Top Heavy Plans will be satisfied in such other plan shall receive
a minimum allocation of employer contributions pursuant to Sections 5.03 and
5.04 for such Plan Year equal to a percentage of his total pay as defined in
Code Section 415(c)(3) (up to the maximum amount that may be taken into account,
as adjusted from time to time by the Secretary of the Treasury) received in such
Plan Year.  Such percentage shall be equal to the lesser of three
percent or the highest percentage at which employer contributions are allocated
to the Account of any Key Employee for such Plan Year (when expressed as a
percentage of such Key Employee’s total pay, up to the maximum amount that may
be taken into account, as adjusted).

     

    Tax
Deterred Contributions made on behalf of Non-Key Employees may not be taken into
account in satisfying the top-heavy minimum contribution
requirements.  Prior to Plan Years commencing on and after January 1,
2002, if Matching Contributions are taken into account for such Employees for
the purposes of satisfying the minimum top-heavy contribution requirement of
this Section, they may not be taken into account for purposes of the average
contribution percentage tests of Section 401(m), but instead must meet the
nondiscrimination tests of Code Section 401(a)(4) without regard to Code Section
401(m).  Effective for Plan Years commencing on or after January 1,
2002, Matching Contributions shall be taken into account for purposes of
satisfying the minimum top-heavy contribution requirements of section 416(c)(2)
of the Code and the Plan.  Matching Contributions that are used to
satisfy the minimum top-heavy contribution requirements shall be treated as
Matching Contributions for the purposes of the actual contribution percentage
test and other requirements of Section 401(m) of the Code.

     

    ARTICLE
IV

     

    Dual
Plan Limit

     

    For any
Top Heavy Plan Year, the denominator of the defined contribution and defined
benefit plan fractions described in Code Sections 415(e)(2)(B) and 3(B) shall be
calculated by using a factor of 1.0 rather than 1.25.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    APPENDIX
A-2

     

    


     

    INTERNAL
REVENUE CODE REQUIREMENTS

     

    FOR
CALCULATION AND PAYMENT OF BENEFITS

     

    Section
1.  General Rules

     

    1.1.  Effective
Date.  The provisions of this Exhibit will apply for purposes of
determining required minimum distributions for calendar years beginning with the
2003 calendar year, as well as to be required minimum distributions made after
the adoption of this restated Plan.

     

    1.2.  Coordination
with Minimum Distribution Requirements Previously in Effect.  If the
total amount of 2002 required minimum distributions under the Plan made to the
distributee prior to the effective date of this Exhibit equals or exceeds the
required minimum distributions determined under this Exhibit, then no additional
distributions will be required to be made for 2002 on or after such date to the
distributee.  If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective date
of this Exhibit is less than the amount determined under this Exhibit, then
required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for 2002
made to the distributee will be the amount determined under this
Exhibit.

     

    1.3.  Precedence.  The
requirements of this Exhibit will take precedence over any inconsistent
provisions of the Plan.

     

    1.4.  Requirements
of Treasury Regulations Incorporated.  All distributions required
under this Exhibit will be determined and made in accordance with the Treasury
regulations under section 401 (a)(9) of the Code.  With respect to
distributions made for calendar years on or after January 1, 2003, distributions
will be determined in accordance with the final and temporary regulations issued
under Code Section 401(a)(9) on April 17, 2002, notwithstanding any provision of
the Plan to the contrary.

     

    1.5.  TEFRA
Section 242(b)(2) Elections.  Notwithstanding the other provisions of
this Exhibit, distributions may be made under a designation made before January
1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the plan that relate to no
later than the section 242(b )(2) of TEFRA.

     

    Section
2.  Time and Manner of Distribution.

     

    2.1.  Required
Beginning Date.  The Participant’s entire interest will be
distributed, or begin to be distributed, at the Participant’s Required Beginning
Date.

     

    2.2.  Death
of Participant Before Distributions Begin.  If the Participant dies
before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as follows:

     

    (a) If the
Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
then, except as provided in Section 2.2(e) of this Exhibit, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by December 31 of
the calendar year in which the Participant would have attained age 70 1/2, if
later.

     

    (b) If the
Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, then, except as provided in Section 2.2(e) of this Exhibit,
distributions to the Designated Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant
died.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) If there
is no Designated Beneficiary as of September 30 of the year following the year
of the Participant’s death, the Participant’s entire interest will be
distributed by December 31 of the calendar year containing the fifth anniversary
of the Participant’s death.

     

    (d) If the
Participant’s surviving spouse is the Participant’s sole Designated Beneficiary
and the surviving spouse dies after the Participant but before distributions to
the surviving spouse begin, this Section 2.2 will apply as if the surviving
spouse were the Participant, but the time by which distributions must begin will
be determined without regard to Section 2.2(a).

     

    (e) Election
to Apply 5-Year Rule to Distributions to Designated
Beneficiaries.  Notwithstanding 2.2(a) and (b) above, the Company
elects to adopt the following optional provisions.

     

    (1) distributions
begin and there is a Designated Beneficiary, distribution to the Designated
Beneficiary is not required to begin by the date specified in Subsection 2.2(a)
or (b) above and Section 5.02B below, but, if such distribution does not begin
by the date specified, the Participant’s entire interest will be distributed to
the Designated Beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.  If the Participant’s
surviving spouse is the Participant’s sole Designated Beneficiary and the
surviving spouse dies after the Participant but before distributions to either
the Participant or the surviving spouse begin, this rule will apply as if the
surviving spouse were the Participant.

     

    (2) Election
to Allow Participants or Beneficiaries to Elect 5-Year
Rule.  Participants or Beneficiaries may elect on an individual basis
whether the 5-year rule or the Life Expectancy rule in Sections 2.2 and 4.2 of
this Exhibit applies to distributions after the death of a Participant who has a
Designated Beneficiary.  The: election must be made no later than the
earlier of September 30 of the calendar year in which distribution would be
required to begin under Section 2.2, or by September 30 of the calendar year
which contains the fifth anniversary of the Participant’s (or, if applicable,
surviving spouse’s) death.  If neither the Participant nor Beneficiary
makes an election under this paragraph, distributions will be made in accordance
with Subsection 2.2(e)(1).

     

    For
purposes of this Section 2.2 and Section 4, unless Section 2.2(d) applies,
distributions are considered to begin on the Participant’s Required Beginning
Date.  If Section 2.2(d) applies, distributions are considered to
begin on the date distributions are required to be given to the surviving spouse
under section 2.2(a).  If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving spouse
under section 2.2(a)), the date distributions are considered to begin is the
date distributions actually commence.

     

    2.3.  Forms
of Distribution.  Unless the Participant’s interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum on
or before the Required Beginning Date, as of the first Distribution Calendar
Year distributions will be made in accordance with sections 3 and 4 of this
Exhibit.  If the Participant’s interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder will be
made in accordance with the requirements of section 401(a)(9) of the Code and
the Treasury regulations.

     

    Section
3.  Required Minimum Distributions During Participant’s
Lifetime

     

    3.1.  Amount
of Required Minimum Distribution For Each Distribution Calendar
Year.  During the Participant’s lifetime, the minimum amount that will
be distributed for each distribution calendar year is the lesser
of:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) the
quotient obtained by dividing the Participant’s Account Balance by the
distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the
Participant’s birthday in the Distribution Calendar Year; or

     

    (b) if the
Participant’s sole Designated Beneficiary for the Distribution Calendar Year is
the Participant’s spouse, the quotient obtained by dividing the Participant’s
Account Balance by the number in the Joint and Last Survivor Table set forth in
section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and
spouse’s attained ages as of the Participant’s and spouse’s birthdays in the
Distribution Calendar Year.

     

    3.2.  Lifetime
Required Minimum Distributions Continue Through Year of Participant’s
Death.  Required minimum distributions will be determined under this
Section 3 beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Participant’s date of
death.

     

    Section
4.  Required Minimum Distributions After Participant’s
Death

     

    4.1.  Death
On or After Date Distributions Begin.

     

    (a) Participant
Survived by Designated Beneficiary.  If the Participant dies on or
after the date distributions begin and there is a Designated Beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant’s death is the quotient obtained by dividing
the Participant’s account balance by the longer of the remaining life expectancy
of the Participant or the remaining life expectancy of the Participant’s
Designated Beneficiary, determined as follows:

     

    (1) The
Participant’s remaining life expectancy is calculated using the age of the
Participant in the year of death. reduced by one for each subsequent
year.

     

    (2) If the
Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
the remaining life expectancy of the surviving spouse is calculated for each
distribution calendar year after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that year.  For
distribution calendar years after the year of the surviving spouse’s death, the
remaining life expectancy of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.

     

    (3) If the
Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, the Designated Beneficiary’s remaining life expectancy is
calculated using the age of the beneficiary in the year following the year of
the Participant’s death, reduced by one for each subsequent year.

     

    (b) No
Designated Beneficiary.  If the Participant dies on or after the date
distributions begin and there is no Designated Beneficiary as of September 30 of
the year after the year of the Participant’s death, the minimum amount that will
be distributed for each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the Participant’s remaining life expectancy calculated using
the age of the Participant in the year of death,. reduced by one for each
subsequent year.

     

    4.2.  Death
Before Date Distributions Begin.

     

    (c) Participant
Survived by Designated Beneficiary.  If the Participant dies before
the date distributions begin and there is a Designated Beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Participant’s death is the  quotient obtained by dividing
the Participant’s account balance by the remaining life expectancy of the
Participant’s Designated Beneficiary, determined as provided in section
4.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) No
Designated Beneficiary.  If the Participant dies before the date
distributions begin and there is no Designated Beneficiary as of September 30 of
the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.

     

    (e) Death of
Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the Participant dies before the date distributions begin,
the Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under section 2.2(a), this section 4.2 will apply
as if the surviving spouse were the Participant.

     

    Section
5.  Definitions  The following definitions shall supersede
any conflicting definitions in the Glossary of the Plan.

     

    5.1.  Designated
Beneficiary.  The individual who is designated as the Beneficiary
under Section 6.04 of the Plan and is the Designated Beneficiary under Section
401(a)(9) of the Code and Section 1.401 (a)(9)-1, Q&A-4, of the Treasury
regulations.

     

    5.2.  Distribution
Calendar Year.  A calendar year for which a minimum distribution is
required.  For distributions beginning before the Participant’s death,
the first distribution calendar year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning
Date.  For distributions beginning after the Participant’s death, the
first Distribution Calendar Year is the calendar year in which distributions are
required to begin under section 2.2.  The required minimum
distribution for the Participant’s first Distribution Calendar Year will be made
on or before the Participant’s Required Beginning Date.  The required
minimum distribution for other Distribution Calendar Years, including the
required minimum distribution for the Distribution Calendar Year in which the
Participant’s Required Beginning Date occurs, will be made on or before December
31 of that distribution calendar year.

     

    5.3.  Life
expectancy.  Life expectancy as computed by use of the Single Life
Table in section 1.401(a)(9)-9 of the Treasury regulations.

     

    5.4.  Participant’s
Account Balance.  The account balance as of the last valuation date in
the calendar year immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. The account
balance for the valuation calendar year includes any amounts rolled over or
transferred to the plan either in the valuation calendar year or in the
distribution calendar year if distributed or transferred in the valuation
calendar year.

     

    5.5.  Required
Beginning Date.  The date specified in the definition of Required
Beginning Date in the Glossary of the Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    Benefit
Plan Review Committee

    


    
      	
              Amendments
      to the Olin Employee Pension Plan (“Pension Plan”), GOCO Pension Plan,
      and

            


    

    
      	
              Contributing
      Employee Ownership Plan (“CEOP”)

            


    

    


    


    The
undersigned, being all the members of the Benefit Plan Review Committee, hereby
consent to the adoption of the following amendments:

    


    


    1.  Appendix
J-8 of the Pension Plan:  Cuba

    


    Section
(c) of Appendix J-8 of the Pension Plan:  Cuba is hereby amended by
changing the last line of  the table in that section to read
“Retirements Effective on or after January 1, 2004 but before January 1,
2005”.  Such section is further amended by adding the following to the
table:

    


    


    Retirements Effective
Date                                                                                     Group
1                      Group 2

    On or after
1/1/2005                                                                                  
$258                                  $294

    


    


    2.  The
Pension Plan and the GOCO Pension Plan are hereby amended by adding a new
Section, 4.6 at the end Article IV, that reads as follows:

    


    “4.6                      No Retroactive Annuity
Starting Dates.  Notwithstanding any other provision of the
Plan, retroactive annuity starting dates, as described in Treasury Regulation
Section 1.417(e)-1(b)(3) are not permitted under the Plan.  The
Committee, in its sole discretion and in a uniform and nondiscriminatory manner,
shall cause appropriate actuarial adjustments to be made to a Participant’s
Retirement Allowance to reflect any delay in the commencement of the payment of
a Participant’s Retirement Allowance.”

    


    3.  Section
7.02 of the CEOP is amended by adding a new subsection, (f), reading as
follows:

    


    “(f)  The
Company Contribution Account of each Participant who immediately prior to the
effective date of the sale of Olin Aegis to HCC Industries (“HCC”) was an
employee of the Company and whose employment is either transferred directly to
HCC or terminated in connection with the sale of Aegis, shall be fully vested
and non-forfeitable as of the effective date of sale of Aegis.

     

    


    


    4.  Section
9.06 of the CEOP is hereby amended by the addition of a new sentence at the end
thereof, effective as of the closing date of the sale of the assets of Aegis, to
read as follows:

    


    “Notwithstanding
any provision of the Plan to the contrary, an Eligible Borrower who (a)
terminated employment with the Company or an Affiliated Company and became
employed by HCC Industries Inc. (“HCC”) in connection with the Company’s sale of
the assets of Olin Aegis, Inc. (b) has an outstanding loan from the Plan as of
the date of his or her termination of employment with the Company or an
Affiliated Company, and (c) does not withdraw any portion of his or her vested
Account, shall be permitted to continue repayment of such Plan loan during his
or her period of continuous service with HCC through automatic payroll deduction
taken by HCC and remitted to the Company or an Affiliated Company in accordance
with such procedures as may be established by the Company and HCC from time to
time.”

    


    


    


    Date:  June 30,
2004

    


    


    


    /s/ S. E.
Doughty

    S. E. Doughty

     

    /s/ P. C.
Kosche

    P.  C. Kosche

     

    /s/ G. H.
Pain

    G. H. Pain

     

    /s/ J. M.
Pierpont

    J. M. Pierpont


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    


    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to provide employer contributions for certain employee
populations that were hired on or after January 1,
2005.  Additionally, for salaried employees (and for certain hourly
non-collectively bargained employees starting in 2006), the Company desires to
amend the Plan to provide a performance matching contribution based on the
Company’s reported annual earnings per share.  Finally, the Company
desires to amend the Plan to reduce the involuntary small amount lump sum
threshold to $1,000.  This amendment shall supersede the provisions of
the Plan to the extent that those provisions are inconsistent with the
provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of January 1, 2005 (or such
other date as otherwise provided herein), the Committee consents to the
amendment of the Plan in the following manner:

     

    


    
      	
              1.

            	
              Article
      I is amended by adding the following
  definitions:

            


    

    


    “Retirement
Contributions” shall mean those contributions made by the applicable
Participating Employer on behalf of certain eligible Employees under Section
3.04(e) of the Plan, which are allocated to the Retirement Contribution Accounts
of such eligible Employees in accordance with the formula contained in Section
5.07 of the Plan.

    


    “Retirement
Contribution Account” shall mean with respect to an eligible Participant
described in Section 5.07, that portion of his Account attributable to
Retirement Contributions.

    


    
      	
              2.

            	
              The
      “Company Contributions” definition of Article I is amended by adding
      “Retirement Contributions,” after “Performance Matching
      Contributions,”.

            


    

    


    
      	
              3.

            	
              Section
      3.04 is amended by deleting the first sentence
  thereof.

            


    

    


    
      	
              4.

            	
              Section
      3.04(a)(ii) is amended by replacing (i) “and 5.04(a)” with “, 5.04(a) and
      5.04(b)” and (ii) “its Active Participants” with “its eligible Active
      Participants”.

            


    

    


    
      	
              5.

            	
              Section
      3.04 is amended by adding the following paragraph
  (e):

            


    

    


    “(e)
Retirement Contributions.  Each Participating Employer shall
contribute an amount sufficient to provide the allocations described in Section
5.07 with respect to its eligible Participants.  These Retirement
Contributions shall be allocated to such eligible Participants in accordance
with the formula set forth in Section 5.07, regardless of whether they
contribute Tax Deferred Contributions or Taxed Contributions under the
Plan.  Such contributions shall be made in cash, provided, however,
that the Company may still make such contribution in Company Stock for those
Participants who elect to invest in the Olin Common Stock Fund.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6.

            	
              Section
      5.03(a)(1) is amended by replacing the last sentence of the second
      paragraph with the following:

            


    

    


    “Notwithstanding
anything in the Plan to the contrary, no Matching Contributions shall be
provided with respect to (i) salaried Employees on and after January 1,2003, and
(ii) hourly non-collectively bargained Employees in the Chlor Alkali division on
or after January 1, 2006.”

    


    
      	
              7.

            	
              Section
      5.04 is amended to read as follows:

            


    

    


    “5.04  Performance Matching
Contributions.

    


    (a) EVA Based Performance Matching
Contributions.

    


    Following
the end of each Plan Year, each Participating Employer shall allocate to
eligible Active Participants of that Participating Employer from contributions
sufficient to provide each Participant who is employed by a Participating
Employer or Affiliated Company on the last day of the preceding Plan Year with a
Performance Matching Contribution equal to an additional 5% of such
Participant’s matched Tax Deferred Contributions and matched Taxed Contributions
for the preceding Plan Year, other than those contributions that are already
matched at a 100% rate, for each ten million dollar increment of EVA for such
year or period, up to a maximum EVA amount of $200 million, as shown in the
schedule below.

    


    
      	
              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF*

              PARTIC.
      CONTRIB.

            	
              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF

              PARTIC.
      CONTRIB.

            
	
              $0

            	
              0%

            	
              $100,000,001-$110,000,000

            	
              55%

            
	
              At
      least $ 1-$10,000,000

            	
              5%

            	
              $110,000,001-$120,000,000

            	
              60%

            
	
              $10,000,001-$20,000,000

            	
              10%

            	
              $120,000,001-$130,000,000

            	
              65%

            
	
              20,000,001-$30,000,000

            	
              15%

            	
              $130,000,001-$140,000,000

            	
              70%

            
	
              $30,000,001-$40,000,000

            	
              20%

            	
              140,000,001-$150,000,000

            	
              75%

            
	
              $40,000,001-$50,000,000

            	
              25%

            	
              $150,000,001-$160,000,000

            	
              80%

            
	
              $50,000,001-$60,000,000

            	
              30%

            	
              $160,000,001-$170,000,000

            	
              85%

            
	
              $60,000,001-$70,000,000

            	
              35%

            	
              $170,000,001-$180,000,000

            	
              90%

            
	
              $70,000,001-$80,000,000

            	
              40%

            	
              $180,000,001-$190,000,000

            	
              95%

            
	
              $80,000,00l-$90,000,000

            	
              45%

            	
              $190,000,001-$200,000,000

            	
              100%

            
	
              $90,000,001-$100,000,000

            	
              50%

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    No
Performance Match Contributions will be made under this Section 5.04(a) if the
EVA dollar amount is less than $1.  For purposes of this Section
5.04(a), the applicable dollar amount of EVA shall be determined by the Company
in its sole discretion from time to time.  The Company may elect to
provide a different rate of Performance Matching Contribution or no Performance
Matching Contribution or to provide a Performance Matching Contribution based on
a standard other than the Company’s EVA for all or any group of Active
Participants.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Notwithstanding
anything in the Plan to the contrary, the Performance Matching Contributions
described in this Section 5.04(a) shall not be provided with respect
to:

    


    
      	
               
      

            	
              (1)

            	
              collectively
      bargained Employees of Monarch and its affiliates from and after the date
      of the acquisition of Monarch and its affiliates by the
      Company;

            


    

    


    
      	
               
      

            	
              (2)

            	
              salaried
      Employees on and after January
  1,2003;  or

            


    

    


    
      	
                                        
      (3)

            	
              hourly
      non-collectively bargained Employees in the Chlor Alkali division on or
      after January 1, 2006.

            


    

    


    (b) EPS Based Performance Matching
Contributions.

    


    The
Performance Matching Contributions described in this Section 5.04(b) shall be
provided only with respect to (i) salaried Employees on and after January 1,2005
and (ii) hourly non-collectively bargained Employees in the Chlor Alkali
division on or after January 1, 2006.

    


    Following
the end of each Plan Year, each Participating Employer shall allocate to
eligible Active Participants of that Participating Employer from contributions
sufficient to provide each Participant who is employed by a Participating
Employer or Affiliated Company during the preceding Plan Year with a
Performance Matching Contribution equal to a certain percentage of such
Participant’s Tax Deferred Contributions and Taxed Contributions for the
preceding Plan Year; provided, however, that the total amount of such
contributions used to determine the amount of such Performance Matching
Contribution may not exceed 6% of the Participant’s Compensation for such Plan
Year.  The Performance Matching Contribution percentage shall be
determined based on the Company’s reported annual earnings per share on Company
Stock for such Plan Year, as shown in the schedule below:

    


          Reported                                                                             Performance
Match on

    Earnings Per
Share                                                                First 6% of
Compensation

       Less than
$.00                                                                                       0%

          $.00 -
$.49                                                                                           25%

          $.50 -
$.99                                                                                           50%

       $1.00 or
more                                                                                        75%

    


    For
purposes of this Section 5.04(b), the applicable reported annual earnings per
share shall be determined by the Company in its sole discretion.  Such
earnings per share determination may take into account any reduction for a
potential contribution under this Section 5.04.  The Company may elect
to provide a different rate of Performance Matching Contribution or no
Performance Matching Contribution or to provide a Performance Matching
Contribution based on a standard other than the Company’s reported annual
earnings per share on Company Stock for all or any group of Active
Participants.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Miscellaneous.

    


    In the
event that a Participant’s matched Tax Deferred Contributions or Taxed
Contributions are distributed or returned to the Participant pursuant to
Sections 3.01, 3.02, 3.05 or 3.07, an amount equal to the Current Market Value
of the related Performance Matching Contribution (and earnings thereon) shall be
forfeited by such Participant.

    


    The
Performance Matching Contribution shall be invested in the same manner as
directed by the Participant with respect to his Tax Deferred Contribution
Account, or in the same manner as directed by the Participant with respect to
his Taxed Contribution Account, in the event he is not making contributions to a
Tax Deferred Contribution Account.

    


    In no
event will any Tax Deferred Contributions or Taxed Contributions be matched at
greater than a 100% rate.  Participants shall not be permitted to
receive a Performance Match Contribution under both paragraphs (a) and (b) for
any Plan Year.”

    


    
      	
              8.

            	
              Article
      V is amended by adding the following Section
  5.07:

            


    

    


    “5.07                     Retirement
Contributions.

    


    The
Retirement Contributions described in this Section 5.07 shall be provided only
with respect to (i) salaried Employees hired on and after January 1,2005, (ii)
hourly non-collectively bargained Employees in the Chlor Alkali division hired
on or after January 1, 2005, and (iii) hourly non-collectively bargained
Employees at the Oxford, Mississippi location of the Winchester division hired
on or after January 1, 2005.

    


    The
Retirement Contributions made under this Section 5.07 shall be allocated to the
Retirement Contribution Accounts of eligible Active Participants following the
end of each Plan Year with respect to which a contribution is made, in an amount
equal to:  (i) 5% of their Compensation with respect to eligible
salaried Employees or eligible hourly non-collectively bargained Employees in
the Chlor Alkali division, and (ii) 3% of their Compensation with respect to
eligible hourly non-collectively bargained Employees at the Oxford, Mississippi
location of the Winchester division.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
amounts allocated to eligible Active Participants’ Retirement Contribution
Accounts pursuant to this Section shall be invested in the same manner and
percentages as the Participant’s other Participant-Directed Investments or, if
the Participant has no other Participant Directed Investments, then in
accordance with the Participant’s investment election with respect to his
Retirement Contribution Account balance.  Participants’ Retirement
Contribution Account balances may only be distributed upon a termination of
service, death, disability or retirement and are not available for withdrawal or
in-service distribution.”

    


    
      	
              9.

            	
              Section
      6.03(b) is amended by replacing “Section 3.05” with “Section
      3.04”.

            


    

    


    
      	
              10.

            	
              Section
      8.01(e) is amended by replacing “or Monarch Retirement Contribution
      Account” with “, Monarch Retirement Contribution Account, or Retirement
      Contribution Account”.

            


    

    


    
      	
               
      

            	
              11.        
      Effective as of March 28, 2005, Section 10.01(a) is amended by replacing
      “$5,000 (or such other amount as provided under Code Section 411(a)(11))
      ($3,500 for Plan Years commencing prior to August 5, 1997)” with
      “$1,000”.

            


    

    


    
      	
              12.

            	
              Section
      10.01(a) is amended by deleting the last sentence
  thereof.

            


    

    


    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of January 1, 2005.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    


     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to reflect changes in employer matching and retirement
contributions for certain employee populations.  This amendment shall
supersede the provisions of the Plan to the extent that those provisions are
inconsistent with the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of January 1, 2006 (or such
date specified herein for a particular item), the Committee consents to the
amendment of the Plan in the following manner:

     

    
      	
              1.

            	
              Section
      5.03(a)(1) is amended by adding the following to the end of the first
      paragraph:

            


    

    


    “Notwithstanding
the foregoing, with respect to the collectively bargained Employees in the Chlor
Alkali division for the 2005 Plan Year, eligible Active Participants at such
division shall be provided a Matching Contribution equal to 75% of such
Participant’s Tax Deferred Contributions and Taxed Contributions for such Plan
Year; provided, however, that the total amount of such contributions used to
determine the amount of such Matching Contribution may not exceed 6% of the
Participant’s Compensation for such Plan Year.  Notwithstanding the
foregoing, with respect to the collectively bargained Employees at the East
Alton, Illinois facility, effective as of January 1, 2006, eligible Active
Participants at such facility shall be provided a Matching Contribution equal to
(i) 100% of the amount contributed on behalf of or by the Participant as a Tax
Deferred Contribution or Taxed Contribution for such contributions up to 3% of
such Participant’s Compensation, and (ii) 50% of the amount contributed on
behalf of or by the Participant as a Tax Deferred Contribution or Taxed
Contribution for such contributions in excess of 3%, and up to 6%, of such
Participant’s Compensation.”

    


    
      	
              2.

            	
              Section
      5.03(a)(1) is amended by revising the last sentence of the second
      paragraph to read as follows:

            


    

    


    “Notwithstanding
anything in the Plan to the contrary, no Matching Contributions shall be
provided with respect to (i) salaried Employees on and after January 1,2003,
(ii) hourly non-collectively bargained Employees in the Chlor Alkali division on
or after January 1, 2006, and (iii) collectively bargained Employees in the
Chlor Alkali division on or after February 1, 2006.”

    


    
      	
              3.

            	
              Section
      5.04 is amended to read as follows:

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “5.04  Performance Matching
Contributions.

    


    (a) EVA Based Performance Matching
Contributions.

    


    Following
the end of each Plan Year, each Participating Employer shall allocate to
eligible Active Participants of that Participating Employer from contributions
sufficient to provide each Participant who is employed by a Participating
Employer or Affiliated Company on the last day of the preceding Plan Year with a
Performance Matching Contribution equal to an additional 5% of such
Participant’s matched Tax Deferred Contributions and matched Taxed Contributions
for the preceding Plan Year (or, if applicable, portion of the Plan Year in
which a population was eligible to participate under this Section 5.04(a)),
other than those contributions that are already matched at a 100% rate, for each
ten million dollar increment of EVA for such year or period, up to a maximum EVA
amount of $200 million, as shown in the schedule below.

    


    
      	
               

              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF*

              PARTIC.
      CONTRIB.

            	
               

              *EVA
      DOLLARS

            	
              PERFORMANCE

              MATCH
      % OF

              PARTIC.
      CONTRIB.

            
	
              $0

            	
              0%

            	
              $100,000,001-$110,000,000

            	
              55%

            
	
              At
      least $ 1-$10,000,000

            	
              5%

            	
              $110,000,001-$120,000,000

            	
              60%

            
	
              $10,000,001-$20,000,000

            	
              10%

            	
              $120,000,001-$130,000,000

            	
              65%

            
	
              20,000,001-$30,000,000

            	
              15%

            	
              $130,000,001-$140,000,000

            	
              70%

            
	
              $30,000,001-$40,000,000

            	
              20%

            	
              140,000,001-$150,000,000

            	
              75%

            
	
              $40,000,001-$50,000,000

            	
              25%

            	
              $150,000,001-$160,000,000

            	
              80%

            
	
              $50,000,001-$60,000,000

            	
              30%

            	
              $160,000,001-$170,000,000

            	
              85%

            
	
              $60,000,001-$70,000,000

            	
              35%

            	
              $170,000,001-$180,000,000

            	
              90%

            
	
              $70,000,001-$80,000,000

            	
              40%

            	
              $180,000,001-$190,000,000

            	
              95%

            
	
              $80,000,00l-$90,000,000

            	
              45%

            	
              $190,000,001-$200,000,000

            	
              100%

            
	
              $90,000,001-$100,000,000

            	
              50%

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    No
Performance Match Contributions will be made under this Section 5.04(a) if the
EVA dollar amount is less than $1.  For purposes of this Section
5.04(a), the applicable dollar amount of EVA shall be determined by the Company
in its sole discretion from time to time.  The Company may elect to
provide a different rate of Performance Matching Contribution or no Performance
Matching Contribution or to provide a Performance Matching Contribution based on
a standard other than the Company’s EVA for all or any group of Active
Participants.

    


    Notwithstanding
anything in the Plan to the contrary, the Performance Matching Contributions
described in this Section 5.04(a) shall not be provided with respect
to:

    


    
      	
               
      

            	
              (1)

            	
              collectively
      bargained Employees of Monarch and its affiliates from and after the date
      of the acquisition of Monarch and its affiliates by the
      Company;

            


    

    


    
      	
               
      

            	
              (2)

            	
              salaried
      Employees on and after January 1,
2003;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
                                        
      (3)

            	
              hourly
      non-collectively bargained Employees in the Chlor Alkali division on or
      after January 1, 2006; and

            


    

    


    
      	
                                        
      (4)

            	
              collectively
      bargained Employees in the Chlor Alkali division on or after February 1,
      2006.

            


    

    


    (b) EPS Based Performance Matching
Contributions.

    


    The
Performance Matching Contributions described in this Section 5.04(b) shall be
provided only with respect to (i) salaried Employees on and after January
1,2005, (ii) hourly non-collectively bargained Employees in the Chlor Alkali
division on or after January 1, 2006, and (iii) collectively bargained Employees
in the Chlor Alkali division on or after February 1, 2006.

    


    Following
the end of each Plan Year, each Participating Employer shall allocate to
eligible Active Participants of that Participating Employer from contributions
sufficient to provide each Participant who is employed by a Participating
Employer or Affiliated Company during the preceding Plan Year with a
Performance Matching Contribution equal to a certain percentage of such
Participant’s Tax Deferred Contributions and Taxed Contributions for the
preceding Plan Year (or, if applicable, portion of the Plan Year in which a
population was eligible to participate under this Section 5.04(b)); provided,
however, that the total amount of such contributions used to determine the
amount of such Performance Matching Contribution may not exceed 6% of the
Participant’s Compensation for such Plan Year (or, if applicable, portion of the
Plan Year in which a population was eligible to participate under this Section
5.04(b)).  The Performance Matching Contribution percentage shall be
determined based on the Company’s reported annual earnings per share on Company
Stock for such Plan Year, as shown in the schedule below:

    


          Reported                                                                             Performance
Match on

    Earnings Per
Share                                                                 First 6% of
Compensation

       Less than
$.00                                                                                       0%

          $.00 -
$.49                                                                                           25%

          $.50 -
$.99                                                                                           50%

       $1.00 or
more                                                                                        75%

    


    For
purposes of this Section 5.04(b), the applicable reported annual earnings per
share shall be determined by the Company in its sole discretion.  Such
earnings per share determination may take into account any reduction for a
potential contribution under this Section 5.04.  The Company may elect
to provide a different rate of Performance Matching Contribution or no
Performance Matching Contribution or to provide a Performance Matching
Contribution based on a standard other than the Company’s reported annual
earnings per share on Company Stock for all or any group of Active
Participants.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Miscellaneous.

    


    In the
event that a Participant’s matched Tax Deferred Contributions or Taxed
Contributions are distributed or returned to the Participant pursuant to
Sections 3.01, 3.02, 3.05 or 3.07, an amount equal to the Current Market Value
of the related Performance Matching Contribution (and earnings thereon) shall be
forfeited by such Participant.

    


    The
Performance Matching Contribution shall be invested in the same manner as
directed by the Participant with respect to his Tax Deferred Contribution
Account, or in the same manner as directed by the Participant with respect to
his Taxed Contribution Account, in the event he is not making contributions to a
Tax Deferred Contribution Account.

    


    In no
event will any Tax Deferred Contributions or Taxed Contributions be matched at
greater than a 100% rate.  Participants shall not be permitted to
receive a Performance Match Contribution under both paragraphs (a) and (b) for
any Plan Year.”

    


    
      	
              4.

            	
              Section
      5.07 is amended to read as follows:

            


    

    


    “5.07                     Retirement
Contributions.

    


    (a) The
Retirement Contributions described in this Section 5.07(a) shall be provided
only with respect to:

    


    
      	
               
      

            	
               (i)  salaried
      Employees hired on and after January
1,2005;

            


    

     

    
      	
               
      

            	
              (ii)
      hourly non-collectively bargained Employees in the Chlor Alkali division
      hired on or after January 1, 2005;

            


    

     

    
      	
               
      

            	
              (iii)
      hourly non-collectively bargained Employees at the Oxford, Mississippi
      location of the Winchester division hired on or after January 1,
      2005;

            


    

     

    
      	
               
      

            	
              (iv)
      collectively bargained Employees at the East Alton, Illinois facility
      hired on or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (v)
      hourly Employees at the Waterbury, Connecticut (Somers) facility hired on
      or after January 1, 2006; and

            


    

     

    
      	
               
      

            	
              (vi)
      hourly Employees at the facility previously operated as a joint venture
      with E.I. du Pont de Nemours and Company at Niagara Falls, New York
      (referred to as the Niagara Falls/Niachlor facility) hired on or after
      March 15, 2006.

            


    

    


    The
Retirement Contributions made under this Section 5.07(a) shall be allocated to
the Retirement Contribution Accounts of eligible Active Participants following
the end of each Plan Year (or, at the Company’s discretion, during such Plan
Year at such time or times as the Company determines to be administratively
feasible) with respect to which a contribution is made, in an amount equal to 5%
of their Compensation, provided, however, that with respect to eligible hourly
non-collectively bargained Employees at the Oxford, Mississippi location of the
Winchester division, such percentage shall be 3%.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Effective
as of January 1, 2006, the Retirement Contributions described in this Section
5.07(b) shall be provided only with respect to hourly non-collectively bargained
Employees working at one of the following facilities:

    -Allentown, Pennsylvania (f/k/a A.J.
Oster Co.);

    -Warwick, Rhode Island (f/k/a A.J.
Oster Co.);

    -Yorba Linda, California (f/k/a A.J.
Oster West);

    -Carol Stream, Illinois (f/k/a A.J.
Oster Co.);

    -Watertown, Connecticut (f/k/a A.J.
Oster Co.); and

    -Alliance, Ohio (f/k/a A.J. Oster
Foils).

    


    The
Retirement Contributions made under this Section 5.07(b) shall be allocated
during such Plan Year in quarterly installments (or at such other time or times
as the Company determines to be administratively feasible) to the Retirement
Contribution Accounts of eligible Active Participants for each Plan Year with
respect to which a contribution is made, in an annual amount equal to (x) the
Age Contribution plus the Service Contribution, times (y) the Age Points plus
the Service Points.  For these purposes, “Age Contribution”, “Service
Contribution”, “Age Points” and “Service Points” shall be determined for each
eligible Active Participant based on the following tables:

    


    
      	
              Age

            	
              Age Contribution

            	
              Age Points

            
	
              Under
      31

            	
              25

            	
              1

            
	
              31-40

            	
              50

            	
              2

            
	
              41-50

            	
              75

            	
              3

            
	
              51-55

            	
              100

            	
              4

            
	
              56-60

            	
              125

            	
              6

            
	
              Over
      60

            	
              150

            	
              8

            


    

    


    
      	
              Service

            	
              Service Contribution

            	
              Service Points

            
	
              Under
      6

            	
              25

            	
              1

            
	
              6-10

            	
              50

            	
              3

            
	
              11-15

            	
              75

            	
              5

            
	
              16-20

            	
              100

            	
              6

            
	
              21-25

            	
              125

            	
              7

            
	
              Over
      25

            	
              150

            	
              8

            


    

    


    The
determination of age and service for the above tables shall be subject to the
following:

    


    
      	
               
      

            	
              (i)
      age and service shall be determined as of the last day of the prior Plan
      Year;

            


    

    


    
      	
               
      

            	
              (ii)
      service shall refer to Years of Service;
and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (iii)
      age and service shall be rounded down to the nearest whole
      number.

            


    

    


    (c)  Collectively
bargained Employees at the East Alton, Illinois facility hired before January 1,
2006 who are active participants in the Olin Corporation Employees Pension Plan
under such plan’s Appendix J-9 shall have the opportunity during 2006 (in the
form and manner determined by the Administrative Committee or its designee) to
elect, effective as of December 31, 2006 to (i) continue accruing benefits under
the Olin Corporation Employees Pension Plan in accordance with the terms of such
plan’s Appendix J-9 (as amended from time to time), or (ii) cease accruing
benefits under the Olin Corporation Employees Pension Plan and instead be
eligible to receive a certain retirement contribution under the Plan in
accordance with the terms (as amended from time to time)
hereunder.  Such collectively bargained Employees electing option (ii)
of the preceding sentence shall be known herein as “Electing CEOP
Participants”.

    


    Effective
as of January 1, 2007, the Retirement Contributions described in this Section
5.07(c) shall be provided only with respect to Electing CEOP
Participants.  The Retirement Contributions made under this Section
5.07(c) shall be allocated during a Plan Year (beginning with the 2007 Plan
Year) on a pay period basis (or at such other time or times as the Company
determines to be administratively feasible) to the Retirement Contribution
Accounts of eligible Active Participants with respect to which a contribution is
made, in an annual amount equal to a certain percentage of the Participant’s
Compensation.  Such percentage shall equal the sum of (i) 5%, (ii) the
“service based percentage” as determined in accordance with the table below, and
(iii) 2% if such Participant was at least age 50 as of January 1,
2007.

    


    
      	
              Service

            	
              Service Based Percentage

            
	
              Under
      15

            	
              0%

            
	
              15-19

            	
              1%

            
	
              20-24

            	
              3%

            
	
              25
      or more

            	
              5%

            


    

    


    The
determination of service for the above tables shall be subject to the
following:

    


    
      	
               
      

            	
              (i)
      service shall be determined as of the last day of the prior Plan
      Year;

            


    

    


    
      	
               
      

            	
              (ii)
      service shall refer to Years of Service;
and

            


    

    


    
      	
               
      

            	
              (iii)
      service shall be rounded down to the nearest whole
  number.

            


    

    


     (d)
The amounts allocated to eligible Active Participants’ Retirement Contribution
Accounts pursuant to this Section 5.07 shall be invested in the same manner and
percentages as the Participant’s other Participant-Directed
Investments.  Participants’ Retirement Contribution Account balances
may only be distributed upon a termination of service, death, disability or
retirement and are not available for loans or in-service
distributions.”

    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of the date therein.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    


     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to (i) permit distributions upon “severance from
employment” instead of “separation from service”, and (ii) limit, for
participants who are non-highly compensated employees, the amount of
compensation that may be taken into consideration for purposes of making tax
deferred contributions and taxed contributions.  This amendment shall
supersede the provisions of the Plan to the extent that those provisions are
inconsistent with the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of the dates provided below,
the Committee consents to the amendment of the Plan in the following
manner:

     

    


    
      	
              1.

            	
              Effective
      as of July 1, 2006, Section 10.01 is amended by replacing “separates from
      service (within the meaning of Code Sections 401(k) and 409(o))” with “has
      a severance from employment (as such term is defined under Code Section
      401(k)), regardless of whether such severance from employment occurs
      before, on or after July 1, 2006”.

            


    

    


    
      	
              2.

            	
              Effective
      as of July 1, 2006, Section 3.01(a) is amended by replacing the second
      sentence thereof with the
following:

            


    

    


    
      	
               
      

            	
              “Effective
      with respect to deferrals made on or after January 1, 2002 and before July
      1, 2006, the 15% limit shall not apply to Active Participants who are
      Non-Highly Compensated Employees.  Effective with respect to
      deferrals made on or after July 1, 2006, the applicable percentage limit
      for Active Participants who are Non-Highly Compensated Employees shall be
      80%.”

            


    

    


    
      	
              3.

            	
              Effective
      as of July 1,2006, Section 3.03(a) is amended by replacing the second
      sentence thereof with the
following:

            


    

    


    
      	
               
      

            	
              “An
      Active Participant’s Taxed Contributions may not exceed the difference
      between (i) 18% of his Compensation and (ii) the percentage of his
      Compensation contributed as a Tax Deferred
      Contribution.  Notwithstanding the foregoing, (i) with respect
      to Taxed Contributions made on and after January 1, 2002 and before July
      1, 2006 the 18% limit shall not apply to Active Participants who are
      Non-Highly Compensated Employees, and (ii) with respect to Taxed
      Contributions made on and after July 1, 2006, the applicable
      percentage limit for Active Participants who are Non-Highly Compensated
      Employees shall be 80%.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of July 1, 2006.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

    


    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to reflect changes in retirement contributions for the
collectively bargained employees working at the Chase Brass and Copper Company,
in the Montpelier, OH location.  This amendment shall supersede the
provisions of the Plan to the extent that those provisions are inconsistent with
the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of September 1, 2007, the
Committee consents to the amendment of the Plan in the following
manner:

     

    
      	
              1.

            	
              Section
      5.07 (a) is amended to read as
follows:

            


    

    “5.07
(a)  Retirement
Contributions.

    


    (a) The
Retirement Contributions described in this Section 5.07(a) shall be provided
only with respect to:

    


    
      	
               
      

            	
               (i)  salaried
      Employees hired on and after January
1,2005;

            


    

     

    
      	
               
      

            	
              (ii)
      hourly non-collectively bargained Employees in the Chlor Alkali division
      hired on or after January 1, 2005;

            


    

     

    
      	
               
      

            	
              (iii)
      hourly non-collectively bargained Employees at the Oxford, Mississippi
      location of the Winchester division hired on or after January 1,
      2005;

            


    

     

    
      	
               
      

            	
              (iv)
      collectively bargained Employees at the East Alton, Illinois facility
      hired on or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (v)
      hourly Employees at the Waterbury, Connecticut (Somers) facility hired on
      or after January 1, 2006; and

            


    

     

    
      	
               
      

            	
              (vi)
      hourly Employees at the facility previously operated as a joint venture
      with E.I. du Pont de Nemours and Company at Niagara Falls, New York
      (referred to as the Niagara Falls/Niachlor facility) hired on or after
      March 15, 2006

            


    

    
      
        	 	 
	
                 
      

              	
                (vii)
      collectively bargained Employees at the Bryan, OH facility,
      effective   January 1,
2007

              


      

    

    
      
        	 	 	 
	
                 
      

              	
                 

              	
                (viii)
      collectively bargained Employees working at Chase Brass and Copper
      Company  in Montpelier, OH facility, effective September 1,
      2007.

              


      

    

    


    The
Retirement Contributions made under this Section 5.07(a) shall be allocated to
the Retirement Contribution Accounts of eligible Active Participants following
the end of each Plan Year (or, at the Company’s discretion, during such Plan
Year at such time or times as the Company determines to be administratively
feasible) with respect to which a contribution is made, in an amount equal to 5%
of their Compensation, provided, however, that with respect to eligible hourly
non-collectively bargained Employees at the Oxford, Mississippi location of the
Winchester division, such percentage shall be 3%.

    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of the date therein.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    


     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  In connection with
the Company’s sale of the Olin Brass division and Chase Brass and Copper Company
to Global Brass and Copper Acquisition Company ("Global"), the Company desires
to amend the Plan (i) to reflect the vesting of Company contributions for all
participants employed by the Company immediately before the transaction’s
closing and who become employed by Global immediately after the closing, and
(ii) to permit such participants to continue to make loan repayments on any
existing loans under the Plan after the closing. This amendment shall supersede
the provisions of the Plan to the extent that those provisions are inconsistent
with the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), the Committee consents to the amendment
of the Plan in the following manner:

     

    
      	
              1.

            	
              Section
      7.02 is hereby amended by adding the following subparagraph
      (g):

            


    

    


    “(g)  Notwithstanding
the foregoing, the Company Contribution Account of each Participant who is
defined as a Transferred Employee under Article V of the Purchase Agreement
between Global Brass and Copper Acquisition Co. and Olin Corporation dated as of
October 15, 2007  (the “Global Sale Agreement”), shall be fully vested
and non-forfeitable as of the Closing Date specified in the Global Sale
Agreement, as amended.”

    


    
      	
              2.

            	
              Section
      9.06 is hereby amended to read as
follows:

            


    

    


    “9.06
Repayment.  All loans shall provide for substantially level
amortization over the term of the loan, with payments of principal and interest
paid through automatic payroll deductions; provided, however, that the Eligible
Borrower may prepay the loan in full at any time without penalty and the
Eligible Borrower shall be required to make repayment in full upon the Eligible
Borrower’s termination of employment.  Notwithstanding the preceding,
with regard to each Eligible Borrower who is defined as a Transferred Employee
under Article V of the Global Sale Agreement, such Eligible Borrower shall be
permitted to continue to make payments on an existing loan after the Closing
Date specified in the Global Sale Agreement, as amended, in accordance with and
subject to the rules set by the Administrative Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    To the
extent permitted by law, repayments will be suspended during unpaid leaves of
absence or layoffs of up to one year although interest will continue to accrue
during these periods of suspension.  Upon the Participant’s return to
employment, the accrued interest will be added to his outstanding loan balance
and the individual’s repayment schedule will be adjusted; provided, however,
that the original term of the loan shall not be extended by virtue of such leave
of absence.  If a leave of absence or layoff exceeds one year, the
outstanding loan balance will become immediately due and payable as of the end
of the one year period.  If an Eligible Borrower withdraws a portion
or all of such individual’s vested Account Balance or becomes entitled to
payment of benefits under the Plan, such payments or withdrawals shall first be
applied toward any outstanding loan balance (including accrued interest), with
the excess, if any, paid directly to the individual.”

    


    [Remainder
of page intentionally left blank]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    APPROVED:

    


    /s/ S. C.
Curley

    S. C. Curley

    


    


    /s/ S. E.
Doughty

    S. E. Doughty

    


    


    /s/ D. R.
McGough

    D. R. McGough

    


    


    /s/ G. H.
Pain

    G. H. Pain

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    OLIN
CORPORATION

    BENEFIT
PLAN REVIEW COMMITTEE (“Committee”)

    


    MEETING -
DECEMBER 20, 2007

    


    RESOLVED,
that the Committee adopts the amendment to the Olin Corporation Employees
Pension Plan attached hereto as Exhibit A.

    


    RESOLVED,
that the Committee adopts the amendment to the Olin Corporation Contributing
Employee Ownership Plan attached hereto as Exhibit B.

    


    RESOLVED,
that effective as of January 1, 2008, Pioneer Companies Inc., a wholly owned
subsidiary of Olin Corporation, and its affiliates, will become a Participating
Employer in the Olin Corporation Contributing Employee Ownership
Plan.

    


    RESOLVED,
that the Committee adopts the amendment to the Pioneer Americas LLC Savings Plan
for Henderson Bargaining Unit Employees, Pioneer America’s LLC Savings Plan for
Salaried Employees and Pioneer Americas LLC Savings Plan for Tacoma Bargaining
Unit Employees attached hereto as Exhibit C.

    


    RESOLVED,
that the Committee adopts the clarification to the Olin Health Plan attached
hereto as Exhibit D.

    


    RESOLVED,
that the Committee hereby confirms and approves the use of the following
methodology in determining the per capita cost of the salaried and
non-bargaining hourly Chlor Alkali retiree population under the Olin Health
Plan:

    


    Determined
solely with regard to the applicable covered retirees (with the cost of a
retiree’s dependents attributable to such retiree), the per capita cost is (i)
the expected cost of such retiree health care coverage under the Olin Health
Plan for the applicable time period, which is based on the cost experience from
a recent twelve month period (net of applicable premiums paid), trended up to
and for applicable time period, plus the expected administrative cost for the
applicable period, divided by (ii) the number of covered retirees.

    


    RESOLVED
further, that any Committee Member be, and each of them hereby is, authorized to
execute and deliver, in the name and on behalf of the Committee, all such plan
documentation (including plan amendments), contracts, agreements, certificates,
documents, notices and other instruments, with such terms and conditions, and
take such other action, as the person so acting deems necessary or appropriate
to carry out the intent of the foregoing resolution.

    


    


    [Signatures
on Next Page]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPROVED:

    


    


    


    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
B

    


    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    


     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to reflect changes in employer matching and retirement
contributions for certain employee populations, and changes relating to the
merger of the Pioneer qualified defined contribution pensions plans into the
Plan as of December 31, 2007.  This amendment shall supersede the
provisions of the Plan to the extent that those provisions are inconsistent with
the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of December 31, 2007 (or
such date specified herein for a particular item), the Committee consents to the
amendment of the Plan in the following manner:

     

    
      	
              1.

            	
              Section
      5.03(a)(1) is amended by adding the following to the end of the first
      paragraph:

            


    

    


    “Notwithstanding
the foregoing, effective as of January 1, 2008, with respect to salaried
Employees, hourly non-collectively bargained and collectively bargained
Employees in the Chlor Alkali division, including employees of Pioneer, eligible
Active Participants shall be provided a Matching Contribution equal to 50% of
the amount contributed on behalf of or by the Participant as a Tax Deferred
Contribution or Taxed Contribution for such contributions up to 6% of such
Participant’s Compensation.”

    


    
      	
              2.

            	
              Section
      5.03(a)(1) is amended by revising the last sentence of the second
      paragraph to read as follows:

            


    

    


    “Notwithstanding
anything in the Plan to the contrary, no Matching Contributions shall be
provided with respect to (i) salaried Employees on and after January 1,2003, and
before January 1, 2008 (ii) hourly non-collectively bargained Employees in the
Chlor Alkali division on or after January 1, 2006, and before January 1, 2008,
and (iii) collectively bargained Employees in the Chlor Alkali division on or
after February 1, 2006 and before January 1, 2008.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.

            	
              Section
      5.04(b) is amended by adding the following to the end of the first
      paragraph:

            


    

    


    “Notwithstanding
the foregoing, effective for Plan Years beginning on or after January 1, 2008,
Performance Matching Contributions described in this Section 5.04(b) shall not
be provided.”

    


    
      	
              4.

            	
              Section
      5.07(a) is amended to read as
follows:

            


    

    


    “(a) The
Retirement Contributions described in this Section 5.07(a) shall be provided
only with respect to:

    


    
      	
               
      

            	
               (i)
      salaried Employees hired on and after January 1, 2005 (and effective
      January 1, 2008, salaried Employees hired before January 1,
      2005);

            


    

     

    
      	
               
      

            	
              (ii)
      hourly non-collectively bargained Employees in the Chlor Alkali division
      hired on or after January 1, 2005 (and effective January 1, 2008, hourly
      non-collectively bargained Employees in the Chlor Alkali division hired
      before January 1, 2005);

            


    

     

    
      	
               
      

            	
              (iii)
      hourly non-collectively bargained Employees at the Oxford, Mississippi
      location of the Winchester division hired on or after January 1,
      2005;

            


    

     

    
      	
               
      

            	
              (iv)
      collectively bargained Employees at the East Alton, Illinois facility
      hired on or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (v)
      hourly Employees at the Waterbury, Connecticut (Somers) facility hired on
      or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (vi)
      hourly Employees at the facility previously operated as a joint venture
      with E.I. du Pont de Nemours and Company at Niagara Falls, New York
      (referred to as the Niagara Falls/Niachlor facility) hired on or after
      March 15, 2006;

            


    

     

    
      	
               
      

            	
              (vii)
      collectively bargained employees at Bryan Metals, Inc. (effective January
      1, 2007);

            


    

     

    
      	
               
      

            	
              (viii)
      hourly employees at the Cuba, Missouri facility hired on or after January
      1, 2007;

            


    

     

    
      	
               
      

            	
              (ix)
      collectively bargained employees working at the Chase Brass & Copper
      Company in the Montpelier, Ohio location (effective September 1,
      2007);

            


    

     

    
      	
               
      

            	
              (x)  salaried
      employees and collectively bargained employees of the Henderson Bargaining
      Unit working at Pioneer (effective January 1, 2008);
  and

            


    

     

    
      	
               
      

            	
              (xi)
      collectively bargained Employees at the Joliet, Illinois location
      (effective January 1, 2008).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    The
Retirement Contributions made under this Section 5.07(a) shall be allocated to
the Retirement Contribution Accounts of eligible Active Participants following
the end of each Plan Year (or, at the Company’s discretion, during such Plan
Year at such time or times as the Company determines to be administratively
feasible) with respect to which a contribution is made, in an amount equal to 5%
of the Participant’s Compensation for such Plan Year (or, if applicable, portion
of the Plan Year in which a population was eligible to participate under this
Section 5.07(a)), provided, however, that:

    


    
      	
               
      

            	
              (i)
      with respect to eligible hourly non-collectively bargained Employees at
      the Oxford, Mississippi location of the Winchester division, such
      percentage shall be 3%,

            


    

     

    
      	
               
      

            	
              (ii)
      effective as of January 1, 2008 with respect to salaried Employees, hourly
      non-collectively bargained Employees in the Chlor Alkali division
      including Pioneer, and collectively bargained employees of the Henderson
      Bargaining Unit at Pioneer, such percentage shall be 5% if the Employee is
      less than age 45, and 7.5% if the Employee is age 45 or older,
      and

            


    

     

    
      	
               
      

            	
               (iii)
      with respect to collectively bargained Employees at the Joliet, Illinois
      location, such percentage shall be 5% if the Employee is less than age 45,
      and 6% if the Employee is age 45 or
older.”

            


    

     

    


    
      	
              5.

            	
              The
      introduction is amended by adding the following at the
  end:

            


    

    


    “Effective
as of January 1, 2008, Pioneer Companies Inc., a wholly owned subsidiary of Olin
Corporation, and its affiliates (“Pioneer”), became a Participating Employer in
the Plan, and participation and contributions under its qualified defined
contribution plans (the Pioneer Americas LLC Savings Plan for Henderson
Bargaining Unit Employees, Pioneer America’s LLC Savings Plan for Salaried
Employees and Pioneer Americas LLC Savings Plan for Tacoma Bargaining Unit
Employees (referred to herein as the “Pioneer Plans”) were frozen as of December
31, 2007.  It is anticipated that the Pioneer Plans will be merged
into the Plan in the first quarter of the 2008. After the merger of the Pioneer
Plans into the Plan and related transfer of accounts under the Pioneer Plans to
the trustee/recordkeeper of the Olin Plan, participants and beneficiaries in the
Pioneer Plans with respect to such accounts shall participate in the Olin Plan
under the terms and conditions of the Olin Plan.”

    


    
      	
              6.

            	
              Section
      3.01(c) is amended by adding the
following:

            


    

    


    “Effective
as of January 1, 2008, the initial contribution rate for an Eligible Employee of
Pioneer eligible as of such date to have Tax Deferred Contributions made on his
behalf shall be at the applicable salary deferral / pre-tax contribution rate
(if any) such Eligible Employee was utilizing as of December 31, 2007
under the applicable Pioneer Plan.  Such contribution rate may be
changed in accordance with applicable Plan terms.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              7.

            	
              Section
      7.02 is hereby amended by adding the following subparagraph
      (h):

            


    

    


    “(h)  Notwithstanding
the foregoing (and after the merger of the Pioneer Plans into the Plan), the
portion of a Participant’s Company Contribution Account attributable to Pioneer
Plan employer contribution amounts shall be fully vested and non-forfeitable as
of the date such Participant has three Years of Service.  For purposes
of this Section 7.02 with regard to Participants at Pioneer, Years of Service
shall include service with Pioneer prior to its acquisition (as determined by
reference to the vesting service provisions of the applicable Pioneer
Plan).  Notwithstanding the preceding, with regard to any transitional
employees of the Pioneer acquisition transaction (as reflected in Schedules
5.13(a) and (b) of the acquisition/purchase agreement, provided that the related
transition employee agreement was entered into with such employee), such
transitional employees shall upon satisfying the applicable conditions of his or
her transitional agreement be fully vested in his or her Company Contribution
Account upon the transitional employee’s termination of employment to the extent
not already fully vested.”

    


    
      	
              8.  

            	
              Section
      3.01© is amended by adding the following new
  paragraph:

            


    

    


    “For
Eligible Employees hired on or after November 1, 2006, andprovided that such
newly hired Eligible Employee during the Opt Out Period does not make a contrary
election (such as electing to not participate in the Plan, or electing to
participate in the Plan at an earlier or different time, or electing a different
Tax Deferred Contribution percentage), such Eligible Employee shall participate
in the Plan as soon as administratively feasible on or after the expiration of
the Opt Out Period and the percentage of the reduction in his Compensation shall
be set at 6%.  Such Tax Deferred Contribution rate may be changed in
accordance with applicable Plan terms.  The manner and form for making
a contrary election during the Opt Out Period shall be set by the Administrative
Committee, and the default investment for such contributions (to the extent the
Participant does not provide affirmative investment direction) shall be the
Age-Based Retirement Fund with the date closest to the Participant’s anticipated
retirement date (assuming such person retires at age 65).  The term
“Opt Out Period” refers to the sixty –day period commencing on the Eligible
Employee’s date of hire.”

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend Sections 8.03(b) and 10.01(b) of the Plan to reflect the
addition of non-spousal beneficiary rights in accordance with the Pension
Protection Act of 2006.   This amendment shall supersede the
provisions of the Plan to the extent that those provisions are inconsistent with
the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of January 1, 2008 the
Committee consents to the amendment of the Plan in the following
manner:

     

    


    1.           Section
8.03(b) is hereby amended to read as follows:

    


    “(b) For
purposes of this Section 8.03 and Appendix B, hardship means an immediate and
heavy need to draw on financial resources to meet obligations incurred or to be
incurred with respect to: (i) uninsured medical expenses (as defined in Code
Section 213(d)) incurred or to be incurred by the Participant, his Spouse,
non-spousal beneficiaries, or dependents (as defined in Code Section 152); (ii)
costs directly related to the purchase of a principal residence (excluding
mortgage payments) of the Participant; (iii) the payment of tuition and related
educational fees, room and board for the next 12 months of post secondary
education for the Participant, his Spouse, non-spousal beneficiary, children or
dependents; (iv) the prevention of the eviction of the Participant from his
principal residence or to prevent foreclosure on the mortgage of his principal
residence; and (v) other extraordinary expenses as determined by the
Administrative Committee.”

    


    2.           Section
10.01(b) is hereby amended by revising the last two sentences in the second
paragraph as follows:

    


    “The
definition of ‘eligible retirement plan’ shall also apply in the case of a
distribution to a surviving spouse, a non-spousal beneficiary distributee, or a
spouse or former spouse who is the alternate payee under a QDRO, as defined in
Section 414(p) of the Code. However, in the case of an eligible rollover
distribution made prior to January 1, 2002 to a surviving spouse or an eligible
rollover distribution made to a non-spousal beneficiary distributee, an
"eligible retirement plan" is limited to an individual retirement account or
individual retirement annuity in accordance with the Code and applicable
law.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.           Section
10.01(b) is hereby amended by revising the fourth paragraph as
follows:

    


    “The
Administrative Committee need not obtain evidence that a retirement plan had
received an IRS determination letter in order to have a reasonable belief that a
retirement plan is qualified under Code Section 401(a). A "direct rollover" is a
payment by the Plan to the eligible retirement plan specified by the
distributee.  For purposes of this Section 10.01(b), a distributee
includes an Employee or former Employee.  In addition, the Employee's
or former Employee's surviving spouse or non-spousal beneficiary (or other
eligible distributee as defined under the Code and applicable law) and the
Employee's or former Employee's spouse or former spouse who is an alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of such
person.”

    


    


    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of the date therein.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to provide automatic enrollment for eligible employees
currently not making elective deferrals under the Plan.  This
amendment shall supersede the provisions of the Plan to the extent that those
provisions are inconsistent with the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of June 1, 2008, the
Committee consents to the amendment of the Plan in the following
manner:

     

    


    
      	
              1.

            	
              Section
      3.01(c) is amended by placing its current provisions into subsection
      (i).

            


    

    


    
      	
              2.

            	
              Section
      3.01(c) is amended by adding the following new subsection
      (ii):

            


    

    


    “(ii)  This
Section 3.01(c)(ii) shall apply to salaried and hourly non-collectively
bargained Eligible Employees who as of May 1, 2008 are not making Tax Deferred
Contributions made under the Plan (the “Potential Auto-Enrollees”); provided,
however, that Potential Auto-Enrollees shall not include (y) Employees in the
Winchester division and (z) Employees who are not making Tax Deferred
Contributions under the Plan due to the contribution suspension provisions of
Sections 8.02 and 8.03.

    


    Provided
that a Potential Auto-Enrollee during the Opt Out Period does not make a
contrary election (such as electing to not participate in the Plan, or electing
to participate in the Plan at an earlier or different time, or electing a
different Tax Deferred Contribution percentage), such Potential Auto-Enrollee
shall participate in the Plan as soon as administratively feasible on or after
July 1, 2008 and the percentage of the reduction in his or her Compensation
shall be set at 2%.  Provided that a Potential Auto-Enrollee does not
subsequently elect a different Tax Deferred Contribution rate, the Tax Deferred
Contribution rate of 2% shall increase by 1% annually to a maximum of 6%, with
each such rate increase to occur as soon as administratively feasible on or
after each subsequent July 1st.  Notwithstanding the foregoing, a
Potential Auto-Enrollee may change his or her Tax Deferred Contribution rate in
accordance with applicable Plan terms.

    


    The
manner and form for making a contrary election during the Opt Out Period shall
be set by the Administrative Committee, and the default investment for such
contributions (to the extent the Potential Auto-Enrollee does not provide
affirmative investment direction) shall be the Age-Based Retirement Fund with
the date closest to the Participant’s anticipated retirement date (assuming such
person retires at age 65).  For purposes of this Section 3.01(c)(ii),
the term “Opt Out Period” refers to the [sixty]-day period before July 1,
2008.”

    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of date provided above.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


    OLIN
CORPORATION

    BENEFIT
PLAN REVIEW COMMITTEE (“Committee”)

    


    MEETING -
DECEMBER 19, 2008

    


    


    RESOLVED,
that the Committee adopts the amendment to the Olin Corporation Employees
Pension Plan attached hereto as Exhibit A.

    


    RESOLVED,
that the Committee adopts the amendment to the Olin Corporation Contributing
Employee Ownership Plan attached hereto as Exhibit B.

    


    RESOLVED,
that the Committee adopts the amendment to the GOCO Pension Plan attached hereto
as Exhibit C.

    


    RESOLVED,
that the Committee adopts the amendment and restatement of the Employment
Transition Benefit Plan of Olin Corporation and its Affiliates attached hereto
as Exhibit D.

    


    RESOLVED
further, that any Committee Member be, and each of them hereby is, authorized to
execute and deliver, in the name and on behalf of the Committee, all such plan
documentation (including plan amendments), contracts, agreements, certificates,
documents, notices and other instruments, with such terms and conditions, and
take such other action, as the person so acting deems necessary or appropriate
to carry out the intent of the foregoing resolution.

    


    


    [Signatures
on Next Page]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPROVED:

    


    


    


    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    


    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan in order to comply with changes required by applicable
law, or in order to make certain administrative or benefit changes to the
Plan.  This amendment shall supersede the provisions of the Plan to
the extent that those provisions are inconsistent with the provisions of this
amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (the “Committee”), effective as of December 19, 2008 (or
such date specified herein for a particular item), the Committee consents to the
amendment of the Plan in the following manner:

     

    
      	
              1.

            	
              The
      definition of “Compensation” under Article I is amended by adding the
      following to the end of the first
paragraph:

            


    

    


    “Notwithstanding
the foregoing, effective as of January 1, 2008 and solely for purposes of
determining the Compensation utilized in the determination of Retirement
Contribution amounts under the Plan, Compensation shall be as provided in the
first sentence but shall exclude (a) any amounts contributed to, or the value of
benefits distributed under, the Company’s qualified defined benefit pension
plans, this Plan or any other deferred compensation plan or program, (b) any
benefits provided under an employee benefit or fringe benefit plan or program,
or the taxable value of any fringe benefits, (c) cost of living and similar
allowances, (d) amounts paid under a performance unit plan or other long-term
bonus plan, (e) other extraneous income .”

    


    
      	
              2.

            	
              The
      definition of “ESOP Account” under Article I is clarified as of the
      Restatement Effective Date to read as
follows:

            


    

    


    ““ESOP
Account” shall mean that portion of the Account invested in the Olin Common
Stock Fund which, with respect to any Participant with benefits accrued during
periods of service for a Participating Employer, is attributable to his Taxed
Contributions, Company Contributions and other amounts subject to Code Section
401(m) restrictions that are contributed by his Participating
Employer.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              3.

            	
              Section
      3.02 is amended by adding the following after the first
      sentence:

            


    

    


    “Effective
for Plan Years beginning after 2008, this Plan shall be a “safe harbor” plan
(via the non-elective contribution approach) as described in Code Sections
401(k)(12) and 401(m)(11) for all Non-Bargaining Unit Employees.  To
the extent provided by applicable law, the following provisions of this Section
3.02 shall not apply for any Plan Year in which this Plan meets the requirements
for such a “safe harbor” plan.”

    


    
      	
              4.

            	
              Section
      3.05 is amended by adding the following after the first
      sentence:

            


    

    


    “Effective
for Plan Years beginning after 2008, this Plan shall be a “safe harbor” plan
(via the non-elective contribution approach) as described in Code Sections
401(k)(12) and 401(m)(11) for all Non-Bargaining Unit Employees.  To
the extent provided by applicable law, the following provisions of this Section
3.05 shall not apply for any Plan Year in which this Plan meets the requirements
for such a “safe harbor” plan.”

    


    
      	
              5.

            	
              Article
      III is amended by adding the following Section
  3.08:

            


    

    


    “3.08
Final 415
Regulations.  Notwithstanding anything to the contrary herein,
the application of the Code Section 415 limitations and requirements for
limitation years beginning on or after July 1, 2007 shall be made in accordance
with the final Treasury regulations published in April 2007 with respect to
applying such limitations and requirements.”

    


    
      	
              6.

            	
              Section
      5.02(a)(2) is amended by inserting “cash” immediately in front of
      “dividend” or “dividends” wherever such words appear in such
      section.

            


    

    


    
      	
              7.

            	
              Section
      5.02(a)(3) is amended by inserting “or non-cash dividends paid on Company
      Stock held in the Participant’s ESOP Account” immediately after “ESOP
      Account”.

            


    

    


    
      	
              8.

            	
              Section
      5.07(a) is amended to read as
follows:

            


    

    


    “(a) The
Retirement Contributions described in this Section 5.07(a) shall be provided
only with respect to:

    


    
      	
               
      

            	
               (i)
      salaried Employees hired on and after January 1, 2005 (and effective
      January 1, 2008, salaried Employees hired before January 1,
      2005);

            


    

     

    
      	
               
      

            	
              (ii)
      hourly non-collectively bargained Employees in the Chlor Alkali division
      hired on or after January 1, 2005 (and effective January 1, 2008, hourly
      non-collectively bargained Employees in the Chlor Alkali division hired
      before January 1, 2005);

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)
      hourly non-collectively bargained Employees at the Oxford, Mississippi
      location of the Winchester division hired on or after January 1,
      2005;

            


    

     

    
      	
               
      

            	
              (iv)
      collectively bargained Employees at the East Alton, Illinois facility
      hired on or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (v)
      hourly Employees at the Waterbury, Connecticut (Somers) facility hired on
      or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (vi)
      hourly Employees at the facility previously operated as a joint venture
      with E.I. du Pont de Nemours and Company at Niagara Falls, New York
      (referred to as the Niagara Falls/Niachlor facility) hired on or after
      March 15, 2006;

            


    

     

    
      	
               
      

            	
              (vii)
      collectively bargained Employees at Bryan Metals, Inc. (effective January
      1, 2007);

            


    

     

    
      	
               
      

            	
              (viii)
      hourly Employees at the Cuba, Missouri facility hired on or after January
      1, 2007;

            


    

     

    
      	
               
      

            	
              (ix)
      collectively bargained Employees working at the Chase Brass & Copper
      Company in the Montpelier, Ohio location (effective September 1,
      2007);

            


    

     

    
      	
               
      

            	
              (x)  salaried
      Employees and collectively bargained Employees of the Henderson Bargaining
      Unit working at Pioneer (effective January 1,
  2008);

            


    

     

    
      	
               
      

            	
              (xi)
      collectively bargained Employees at the Joliet, Illinois location
      (effective January 1, 2008); and

            


    

     

    
      	
               
      

            	
              (xii)
      collectively bargained Employees at the McIntosh, Alabama location
      (effective May 26, 2008)

            


    

    


    The
Retirement Contributions made under this Section 5.07(a) shall be allocated to
the Retirement Contribution Accounts of eligible Active Participants following
the end of each Plan Year (or, at the Company’s discretion, during such Plan
Year at such time or times as the Company determines to be administratively
feasible) with respect to which a contribution is made, in an amount equal to 5%
of the Participant’s Compensation for such Plan Year (or, if applicable, portion
of the Plan Year in which a population was eligible to participate under this
Section 5.07(a)), provided, however, that:

    


    
      	
               
      

            	
              (i)
      with respect to eligible hourly non-collectively bargained Employees at
      the Oxford, Mississippi location of the Winchester division, such
      percentage shall be 3%,

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (ii)
      effective as of January 1, 2008 with respect to salaried Employees, hourly
      non-collectively bargained Employees in the Chlor Alkali division, hourly
      non-collectively bargained Employees the Niagara Falls/Niachlor facility
      hired after March 15, 2006, and salaried employees and collectively
      bargained employees of the Henderson Bargaining Unit at Pioneer, such
      percentage shall be 5% if the Employee is less than age 45, and 7.5% if
      the Employee is age 45 or older,
and

            


    

     

    
      	
               
      

            	
               (iii)
      with respect to collectively bargained Employees at the Joliet, Illinois
      location, such percentage shall be 5% if the Employee is less than age 45,
      and 6% if the Employee is age 45 or
older.”

            


    

     

    


    
      	
              9.

            	
              Section
      5.07(c) is amended to read as
follows:

            


    

    


    “(c)  Collectively
bargained Employees at the East Alton, Illinois facility hired before January 1,
2006 who are active participants in the Olin Corporation Employees Pension Plan
under such plan’s Appendix J-9 shall have the opportunity during 2006 (in the
form and manner determined by the Administrative Committee or its designee) to
elect, effective as of December 31, 2006 to (i) continue accruing benefits under
the Olin Corporation Employees Pension Plan in accordance with the terms of such
plan’s Appendix J-9 (as amended from time to time), or (ii) cease accruing
benefits under the Olin Corporation Employees Pension Plan and instead be
eligible to receive a certain retirement contribution under the Plan in
accordance with the terms (as amended from time to time)
hereunder.  Such collectively bargained Employees electing option (ii)
of the preceding sentence shall be known herein as “Electing CEOP
Participants”.

    


    Effective
as of January 1, 2007, the Retirement Contributions described in this Section
5.07(c) shall be provided only with respect to Electing CEOP
Participants.  The Retirement Contributions made under this Section
5.07(c) shall be allocated during a Plan Year (beginning with the 2007 Plan
Year) on a pay period basis (or at such other time or times as the Company
determines to be administratively feasible) to the Retirement Contribution
Accounts of eligible Active Participants with respect to which a contribution is
made, in an amount equal to a certain percentage of the Participant’s
Compensation.

    


    For the
2007 Plan Year and the portion of the 2008 Plan Year from January 1, 2008 to
December 6, 2008, such percentage shall equal the sum of (i) 5%, (ii) the
“service based percentage” as determined in accordance with the table below, and
(iii) 2% if such Participant was at least age 50 as of January 1,
2007.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Service

            	
              Service Based Percentage

            
	
              Under
      15

            	
              0%

            
	
              15-19

            	
              1%

            
	
              20-24

            	
              3%

            
	
              25
      or more

            	
              5%

            


    

    


    The
determination of service for the above tables shall be subject to the
following:

    


    
      	
               
      

            	
              (i)
      service shall be determined as of the last day of the prior Plan
      Year;

            


    

    


    
      	
               
      

            	
              (ii)
      service shall refer to Years of Service;
and

            


    

    


    
      	
               
      

            	
              (iii)
      service shall be rounded down to the nearest whole
  number.

            


    

    


    Effective
as of December 7, 2008, such percentage shall be determined as
follows:

    


    
      	
               
      

            	
              (i)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 12%, such percentage shall be
12%;

            


    

    


    
      	
               
      

            	
              (ii)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 10%, such percentage shall be
10%;

            


    

    


    
      	
               
      

            	
              (iii)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 8%, such percentage shall be
8%;

            


    

    


    
      	
               
      

            	
              (iv)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 7%, such percentage shall be 7% if the Participant is less
      than age 45, and 7.5% if the Participant is age 45 or
    older;

            


    

    


    
      	
               
      

            	
              (v)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 6%, such percentage shall be 6% if the Participant is less
      than age 45, and 7.5% if the Participant is age 45 or
      older.   Participants who are less than age 45 on December
      7, 2008 shall become eligible for a percentage contribution of 7.5%
      commencing the month following their attainment of age 45;
    and

            


    

    


    
      	
               
      

            	
              (vi)
      with respect to Participants whose percentage immediately before December
      7, 2008 was 5%, such percentage shall be 5% if the Participant is less
      than age 45, and 7.5% if the Participant is age 45 or
      older.  Participants who are less than age 45 on December 7,
      2008 shall become eligible for a percentage contribution of 7.5%
      commencing the month following their attainment of age
  45.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              10.

            	
              The
      current Section 5.07(d) is renumbered to be Section 5.07(e) and a new
      Section 5.07(d) is inserted that reads as
  follows:

            


    

    


    “(d)  Effective
as of February 1, 2009, collectively bargained Employees at the East Alton,
Illinois facility hired before January 1, 2006 who cease accruing benefits under
the Olin Corporation Employees Pension Plan (under such plan’s Appendix J-9) as
of January 31, 2009 due to such plan’s benefit accrual freeze shall be eligible
to receive a certain retirement contribution under the Plan in accordance with
the terms (as amended from time to time) hereunder.  The Retirement
Contributions described in this Section 5.07(d) shall be provided only with
respect to such collectively bargained Employees described in the preceding
sentence.

    


    The
Retirement Contributions made under this Section 5.07(d) shall be allocated
during a Plan Year (or in the case of the 2009 Plan Year, from February 1, 2009
to December 31, 2009) on a pay period basis (or at such other time or times as
the Company determines to be administratively feasible) to the Retirement
Contribution Accounts of eligible Active Participants with respect to which a
contribution is made, in an amount equal to a certain percentage of the
Participant’s Compensation.  Such percentage shall be 5% if the
Participant is less than age 45, and 7.5% if the Participant is age 45 or
older.”

    


    
      	
              11.

            	
              Section
      5.07 is amended by adding the following paragraph
  (f):

            


    

    


    “(f)  Effective
for Plan Years beginning after 2008, and notwithstanding Section 7.02, the
Retirement Contribution attributable to 3% of a Participant’s Compensation made
with respect to a Plan Year for Non-Bargaining Unit Employees shall be 100%
vested.  The vesting schedule provided under Section 7.02 shall still
be applicable to Retirement Contributions for Bargaining Unit Employees,
Retirement Contributions made in Plan Years prior to 2009, and Retirement
Contributions for Non-Bargaining Unit Employees made in Plan Years after 2008 to
the extent they are in excess of the Retirement Contribution described in the
first sentence.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              12.

            	
              The
      first paragraph of Section 9.06 is hereby amended to read as
      follows:

            


    

    


    “All
loans shall provide for substantially level amortization over the term of the
loan, with payments of principal and interest paid through automatic payroll
deductions; provided, however, that the Eligible Borrower may prepay the loan in
full at any time without penalty and the Eligible Borrower shall be required to
make repayment in full upon the Eligible Borrower’s termination of
employment.  Notwithstanding the preceding, an Eligible Borrower shall
be permitted to continue to make payments on an existing loan after termination
of employment in accordance with and subject to the rules set by the
Administrative Committee.”

    


    
      	
              13.

            	
              Article
      XV is amended by adding the following Section
  15.13:

            


    

    


    “15.13  Statute of
Limitations.  After exhausting the Plan’s administrative claim
and appeal provisions, an individual wishing to bring a lawsuit in either state
or federal court challenging a claim denial must commence the lawsuit no later
than six months after the individual receives a final denial
letter indicating the individual has exhausted his or her administrative
appeals and has the right to file a lawsuit.  In addition to this six
month deadline that applies to filing a lawsuit after the claims and
appeals procedures are exhausted, a general time limitation shall apply to
all lawsuits involving all types of Plan issues.  An individual
must commence any such lawsuit involving Plan claims no later than two
years after the individual first receives information that constitutes a clear
repudiation of the rights the individual is seeking to assert (i.e., the
underlying event or issue that should have triggered the individual’s awareness
that his or her rights under the Plan may have been
violated).  Although any period of time when an individual’s claim is
in the claims procedure described above (i.e., the time between when an
individual files a claim for benefits with the Administrative Committee and the
time the individual receives a final determination letter from the
Administrative Committee) does not count against the two-year period, once the
claims procedure process is completed, the two year period will continue running
from the point at which it was tolled.

    


    In order
to mitigate any damages or other negative effects, individuals must always
carefully review their account statements, confirmations, payroll records (e.g.,
for deductions and contributions made to the plan) and any other records
relating to the Plan, and report any discrepancies or other concerns within 30
days of the date of the applicable record through the procedures discussed in
the summary plan description.  An individual must file a claim under
the Plan’s claim procedures if his or her concerns cannot be resolved within
this time.  Neither the Company, the Plan, the Administrative
Committee, nor any of their agents or employees will be responsible for damages
or other negative effects incurred by an individual caused by such individual’s
failure to follow these requirements and procedures.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    BENEFIT
PLAN REVIEW COMMITTEE OF OLIN CORPORATION

     

     

    AMENDMENT
TO THE

    OLIN
CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

    (As
amended and restated effective December 1, 2003)

     

    Olin
Corporation (the “Company”) currently maintains the Olin Corporation
Contributing Employee Ownership Plan (the “Plan”).  The Company
desires to amend the Plan to reflect (i) the elimination of the Arch Common
Stock Fund and certain clarification items, (ii) benefit and vesting changes
resulting from the New Haven Copper Company closing in 2007, and (iii) changes
in employer retirement contributions for certain employee populations. This
amendment shall supersede the provisions of the Plan to the extent that those
provisions are inconsistent with the provisions of this amendment.

     

    In
Section 14.01 of the Plan, the Company reserved the right to amend the
Plan.  Pursuant to the authority of the Benefit Plan Review Committee
of Olin Corporation (“the Committee”), effective as of December 31, 2006 (or
such date specified herein for a particular item), the Committee consents to the
amendment of the Plan in the following manner:

     

    
      	
              1.

            	
              Article
      I is hereby amended effective as October 1, 2006 by replacing the
      definition of “Olin Common Stock Fund” with the
  following:

            


    

    


    ““Olin Common Stock Fund” means
the Fund under the Plan that is 100% invested in Company Stock, provided that
(i) cash dividends (net of expenses applied to the Fund) paid on the Company
Stock shall be reinvested in Company Stock except as otherwise set forth in the
Plan, and (ii) cash and cash equivalents may be kept in the Fund to allow the
processing of Fund orders and to pay permitted Plan expenses.”

    


    
      	
              2.

            	
              Section
      3.04(d) is hereby amended by adding the following paragraph at the end of
      such section:

            


    

    


    “Notwithstanding
the above paragraph, due to the New Haven Copper Company closing, Monarch shall
also make a contribution to this Plan for the 2007 Plan Year in cash equal to
five percent (5%) of the Compensation of each eligible collectively bargained
Employee who is employed by the New Haven Copper Company in such Plan Year
regardless of whether such Employee meets the requirements of clauses (i), (ii)
and (iii) in the first sentence of the above paragraph, provided that such
Employee is employed by the New Haven Copper Company up until such Employee’s
scheduled release date (such date to be determined by the Company as part of the
closing of the New Haven Copper Company) (such Employees are herein referred to
as the “New Haven Release Date Employees”).  There shall be no
duplicate contributions for a particular Employee employed by the New Haven
Copper Company as a result of this paragraph and the above
paragraph.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              3.

            	
              Section
      5.07(a) is amended by replacing the first sentence with the
      following:

            


    

    


    “The
Retirement Contributions described in this Section 5.07(a) shall be provided
only with respect to:

    


    
      	
               
      

            	
               (i)  salaried
      Employees hired on and after January
1,2005;

            


    

     

    
      	
               
      

            	
              (ii)
      hourly non-collectively bargained Employees in the Chlor Alkali division
      hired on or after January 1, 2005;

            


    

     

    
      	
               
      

            	
              (iii)
      hourly non-collectively bargained Employees at the Oxford, Mississippi
      location of the Winchester division hired on or after January 1,
      2005;

            


    

     

    
      	
               
      

            	
              (iv)
      collectively bargained Employees at the East Alton, Illinois facility
      hired on or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (v)
      hourly Employees at the Waterbury, Connecticut (Somers) facility hired on
      or after January 1, 2006;

            


    

     

    
      	
               
      

            	
              (vi)
      hourly Employees at the facility previously operated as a joint venture
      with E.I. du Pont de Nemours and Company at Niagara Falls, New York
      (referred to as the Niagara Falls/Niachlor facility) hired on or after
      March 15, 2006;

            


    

     

    
      	
               
      

            	
              (vii)
      collectively bargained employees at Bryan Metals, Inc. (effective January
      1, 2007); and

            


    

     

    
      	
               
      

            	
              (viii)
      hourly employees at the Cuba, Missouri facility hired on or after January
      1, 2007.”

            


    

    


    
      	
              4.

            	
              Section
      6.01 is hereby clarified effective as October 1, 2006 by inserting the
      following after the second sentence of the last paragraph of such
      section:

            


    

    


    “To the
extent a self-directed brokerage window investment option is available, each
Participant (or Beneficiary as the case may be) shall be the “named fiduciary”
(as described in Section 402(a)(2) of ERISA) with respect to such self-directed
brokerage window investment option.

    


    
      	
              5.

            	
              Section
      6.04(d) is hereby amended by adding the following at the end of such
      section:

            


    

    


    “Effective
October 1, 2006, in the time and manner as directed by the Investment Committee
(and any delegate thereto), the Arch Common Stock Fund shall be progressively
liquidated and the proceeds invested in the same manner and percentages as the
Participant’s (or Beneficiary’s) other Participant-Directed
Investments.  The Arch Common Stock Fund shall cease to be an
investment option under the Plan as of its complete
liquidation.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              6.

            	
              Section
      7.02 is hereby amended by adding the following subparagraph
      (f):

            


    

    


    “Notwithstanding
the foregoing, the Company Contribution Account of each New Haven Release Date
Employee shall be fully vested and non-forfeitable as of his or her scheduled
release date.”

    


    


    
      	
              7.

            	
              Section
      13.02(a) is hereby amended effective as October 1, 2006 by revising the
      last sentence to read as follows:

            


    

    


    “As to
any tender offer, each Participant (or Beneficiary in the event of the death of
the Participant), as a named fiduciary within the meaning of Section 402(a)(2)
of ERISA, shall have the right to determine whether shares held subject to the
Plan will be tendered. Participant determinations under this section shall be
governed by Section 12.11(a) of the Plan.”

    


    


    


    


    [Remainder
of Page Left Blank Intentionally]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this amendment on behalf of Olin
Corporation effective as of the date therein.

     

    


     

    Benefit
Plan Review Committee:

     

    /s/ Stephen C.
Curley

    Stephen
C. Curley

     

    /s/ Sharon E.
Doughty

    Sharon E.
Doughty

     

    /s/ Dennis R.
McGough

    Dennis R.
McGough

    


    


    


    /s/ George H.
Pain

    George H.
Pain