2004 Performance Share Program



 Exhibit 10(s) 
  
 2004 PERFORMANCE SHARE PROGRAM 
  

	1.	Terms and Conditions 

  
 The terms and conditions of the Performance Share Awards granted under this Program are contained in the Performance Share Certificate evidencing such
Award, this Program and the 2003 LTIP. 
  

	2.	Definitions 

  
 “2003 LTIP” means the Olin Corporation 2003 Long Term Incentive Plan. 
  
 “Common Stock” means the common stock of Olin, par value $1.00 per share. 
  
 “Final Share Number” has the meaning specified in Section 3 of this
Program. 
  
 “Olin” means Olin Corporation. 

 
 “Program” means this 2004 Performance Share Program. 

 
 “Performance Cycle” means, with respect to a Performance Share
Award, a period of three calendar years, beginning with the calendar year in which such Performance Share Award is granted. 
  
 “Performance Share Award” shall mean grants of “Performance Shares” and “Senior Performance Shares.” 
  
 “Performance Share” and “Senior Performance Share” mean a
unit granted under the 2003 LTIP and this Program, maintained on the books of the Company during the Performance Cycle, denominated as one phantom share of Common Stock, and paid in cash or Common Stock in accordance with this Program. 

 
 “S&P ROC” shall mean the average annual return on capital
(calculated in the same manner as Olin’s Return on Capital) of the Standard & Poor’s MidCap 400 companies, broken out by quintiles. 
  
 Capitalized terms not otherwise defined in this Program shall have the meaning specified in the 2003 LTIP. 








	3.	Performance Share Awards 

  

	 	a.	Awards of Senior Performance Shares (category A) under this Program granted pursuant to the 2003 LTIP are intended to be “performance-based compensation” as that term is
used in Section 162(m) of the Code. Each Performance Share Award shall establish a target number of Performance Shares or Senior Performance Shares awarded to the Participant named in such Award. 

  

	 	b.	The target number of Performance Shares for each Participant shall be adjusted based upon a comparison of Olin’s average annual Return on Capital during the Performance Cycle
with the S&P ROC during the Performance Cycle, in accordance with the following chart: 

  

			
	 If Olin’s Return on Capital
 for a Performance Cycle is in the:

	  	 The % of the target number of
 Performance Shares paid will be:


	5th Quintile of the S&P ROC	  	150%
	4th Quintile of the S&P ROC	  	125%
	3rd Quintile of the S&P ROC	  	100%
	2nd Quintile of the S&P ROC	  	50%
	1st Quintile of the S&P ROC	  	25%

  

	 	c.	The target number of Senior Performance Shares for each Participant shall be adjusted based upon a comparison of Olin’s average annual Return on Capital during the Performance
Cycle with the S&P ROC during the Performance Cycle, in accordance with the following chart: 

  

							
	 If Olin’s Return on Capital
 for a Performance Cycle is in the:

	  	 The % of the target number of Senior
 Performance Shares paid will be:

	 
	 	  	A Shares

	 	 	B Shares

	 
	5th Quintile of the S&P ROC	  	150	%	 	150	%
	4th Quintile of the S&P ROC	  	125	%	 	125	%
	3rd Quintile of the S&P ROC	  	100.0	%	 	100	%
	2nd Quintile of the S&P ROC	  	33.33	%	 	100	%
	1st Quintile of the S&P ROC	  	0	%	 	100	%

  

	 	d.	As soon as practicable after the end of a Performance Cycle, the Company shall calculate the appropriate adjustment, if any, to the target number of Performance Shares and Senior
Performance Shares (the “Final Share Number”) for all Participants whose Performance Share Awards have vested at the end of such Performance Cycle. 

  

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	4.	Vesting and Forfeiture 

  

	 	a.	Except as otherwise provided by the Committee, the 2003 LTIP, this Program or the Performance Share Award certificate, an interest in a Performance Share Award shall vest only if
the Participant is an employee of the Company or a subsidiary on the last day of the relevant Performance Cycle. 

  

	 	b.	If a Participant’s employment with the Company or a subsidiary terminates for cause or without the Company’s consent (other than as the result of the Participant’s
death, disability or retirement) before a Performance Share Award has vested, his or her Performance Share Award shall terminate and all rights under such Award shall be forfeited. 

  

	 	c.	If a Participant’s employment with the Company or a subsidiary terminates as the result of his or her disability, (as that term is defined in Section 22(e)(3) of the Code or
any successor provision), or retirement under any of the Company’s retirement plans before a Performance Share Award has vested, the Participant shall be entitled to a pro rata Performance Share Award, payable solely in cash at the time that
the Performance Share Award would otherwise be payable under Section 5. The cash payment shall be equal to the Final Share Number calculated in accordance with Sections 3 and 5 of this Program, multiplied by the Fair Market Value on the last day of
the relevant Performance Cycle, multiplied by a fraction with a numerator equal to the number of months during the Performance Cycle the Participant was employed by the Company or a subsidiary (rounded up to the nearest whole month) and a
denominator of 36. 

  

	 	d.	If a Participant’s employment with the Company or a subsidiary terminates as the result of his or her death before a Performance Share Award has vested, the Participant shall
be entitled to a pro rata Performance Share Award, payable solely in cash, as soon as practicable after his or her death. The cash payment shall be equal to the Participant’s target number of Performance Shares or Senior Performance Shares, as
the case may be, multiplied by the Fair Market Value on the date of the Participant’s death (or the next trading day, if the Common Stock was not traded on such date), multiplied by a fraction with a numerator equal to the number of months
during the Performance Cycle the Participant was employed by the Company or a subsidiary (rounded up to the nearest whole month) and a denominator of 36. 

  

	 	e.	If a Participant’s employment with the Company or a subsidiary terminates for any other reason, the Company shall determine the portion, if any, of the Performance Share Award
that shall not be forfeited, and the form of payment (cash or shares or a combination) that the Participant shall receive. That determination shall be made by the Committee in the case of any officer, and by the Chairman of the Board, President,
Chief Executive Officer, any Vice President or the Vice President, Human Resources, in the case of any non-officer employee. 

  

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	5.	Payment 

  

	 	a.	Within fifteen (15) days after the determination of the Final Share Number, the Company will (i) issue to each Participant a number of shares of the Common Stock equal to one-half
of the Final Share Number, rounded down to the nearest whole share if such number is not a whole number, and (ii) pay the Participant an amount equal to the Fair Market Value of one-half of the Final Share Number of shares of Common Stock on the
last day of the Performance Cycle, rounded up to the nearest whole share if such number is not a whole number. 

  

	 	b.	No dividends or dividend equivalents shall be paid on any Performance Shares or Senior Performance Shares. 

  

	6.	Deferral 

  
 A Participant may elect to defer payment of shares of Common Stock or cash pursuant to this Program in accordance with the terms of the Olin Corporation
Employee Deferral Plan, provided that the Election, as defined in such plan shall be filed on or before December 31 of the last year of the Performance Cycle. 
  

	7.	Miscellaneous 

  

	 	a.	By acceptance of the Performance Share Award, each Participant agrees that such Award is special compensation, and that any amount paid will not affect: 

  

	 	1.	the amount of any pension under any pension or retirement plan in which he or she participates as an employee of Olin, 

  

	 	2.	the amount of coverage under any group life insurance plan in which he or she participates as an employee of Olin, or 

  

	 	3.	the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation.


  

	 	b.	The Company will withhold from the distribution of any cash pursuant to Performance Share Awards the amount necessary to satisfy the Participant’s federal, state and local
withholding tax requirements. 

  

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