EXHIBIT 4.4

                            PRIMEX TECHNOLOGIES, INC.
                          2000 LONG TERM INCENTIVE PLAN


Section 1.  PURPOSE

The purposes of the Primex Technologies, Inc. 2000 Long Term Incentive Plan (the
"Plan") are to encourage selected salaried employees of Primex Technologies,
Inc. (together with any successor thereto, "Primex") and its Affiliates (as
defined below) to acquire a proprietary interest in Primex's growth and
performance, to generate an increased incentive to contribute to Primex's future
success and to enhance the ability of Primex and its Affiliates to attract and
retain qualified individuals.

Section 2.  DEFINITIONS

As used in the Plan:

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

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

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

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

(e)      "CAUSE" means the willful and continued failure of an optionee to
         perform his duties, willful engagement in gross misconduct
         significantly and demonstrably financially injurious to Primex or
         willful misconduct during employment with Primex which is a felony or
         fraud.

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

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

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(h)      "DIVIDEND EQUIVALENT" means any right granted under Sections 6(c)(v)
         and 6(f)(iv) of the Plan.

(i)      "FAIR MARKET VALUE" means, as of a specified date, with respect to (i)
         a Share, the average of the high and low price of a Share as reported
         on the consolidated transaction reporting system for NASDAQ issues on
         such date or, if Shares are not traded on such date, such average price
         on the next date on which they are traded or (ii) any other property,
         the fair market value of such property as determined by such methods or
         procedures as shall be established from time to time by the Committee.

(j)      "INCAPACITY" means any material physical, mental or other disability
         that qualifies the individual for benefits under the Long-Term
         Disability Plan of Primex Technologies, Inc.

(k)      "MANAGEMENT" means the Chairman and CEO, Chief Financial Officer and/or
         Vice President of Human Resources of Primex.

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

(m)      "OPTION" means an option to purchase Shares granted under Section 6(a)
         of the Plan.

(n)      "OTHER STOCK-BASED AWARD" means any right granted under Section 6(e)
         of the Plan.

(o)      "PARTICIPANT" means a salaried employee granted an Award under the
         Plan.

(p)      "PERFORMANCE AWARD" means any right granted under Section 6(d) of the
         Plan.

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

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

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

(t)      "RESTRICTED STOCK" means any Share granted under Section 6(c) of the
         Plan.

(u)      "RESTRICTED STOCK UNIT" means one phantom Share granted under
         Section 6(c) of the Plan.

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

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(w)      "SHARES" means the common stock of Primex and such other securities or
         property as may become the subject of Awards pursuant to an adjustment
         made under Section 4 of the Plan.

(x)      "STOCK APPRECIATION RIGHT" means any right granted under Section 6(b)
         of the Plan.

(y)      "VESTING PERIOD" means, with respect to Restricted Stock or Restricted
         Stock Units, a time period beginning with the date on which such
         Restricted Stock or Restricted Stock Units are granted and ending on
         the date on which such Restricted Stock or Restricted Stock Units vest
         as set forth in the Award Agreement and as the Committee shall
         determine.

Section 3.  ADMINISTRATION

The Plan shall be administered by the Committee which shall have full power and
authority to: (i) designate Participants; (ii) determine the Awards to be
granted to Participants; (iii) determine the number of Shares (or securities
convertible into Shares) to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, substituted, forfeited
or suspended, and the method or methods by which Awards may be settled,
exercised, canceled, substituted, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the Participant or of the Committee; (vii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (viii) establish, amend, suspend or waive such rules and guidelines and
appoint such agents as it shall deem appropriate for the administration of the
Plan; and (ix) make any other determination and take any other action that it
deems necessary or desirable for such administration. All designations,
determinations, interpretations and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee and shall be
final, conclusive and binding upon all Persons, including Primex, any Affiliate,
any Participants, any holder or beneficiary of any Award, any shareholder and
any employee of Primex or of any Affiliate. All powers and responsibilities of
the Committee provided in the Plan may also be exercised by the Board at any
time. In any event, a majority of the Shares underlying Awards granted under the
Plan must be awarded to employees who are not officers (within the meaning of
Rule 16a-1(f) issued under the Securities Exchange Act of 1934, as amended)
during any consecutive three calendar year period.

Section 4.  ADJUSTMENT TO OUTSTANDING AWARDS

In the event that the Committee determines that any dividend or other
distribution, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of Primex, issuance of
warrants or other rights to purchase Shares or other securities of Primex, or
other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits intended

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to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (ii) the
grant, purchase or exercise price with respect to any Award, or, if the
Committee deems it appropriate, make provision for a cash payment to the holder
of an outstanding Award. Notwithstanding the foregoing, a Participant to whom
Dividend Equivalents or dividend units have been awarded shall not be entitled
to receive a special or extraordinary dividend or distribution unless the
Committee shall have expressly authorized such receipt.

Section 5.  ELIGIBILITY

Any salaried employee, including any officer or employee-director of Primex or
an Affiliate, shall be eligible to be designated a Participant by the Committee.

Section 6.  AWARDS

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

         (i)      EXERCISE PRICE. The purchase price per Share purchasable under
                  an Option shall be determined by the Committee; PROVIDED,
                  HOWEVER, that such purchase price shall not be less than the
                  Fair Market Value of a Share on the date of grant of such
                  Option.

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

       (iii)      EXERCISE. The Committee shall determine the time or times at
                  which an Option may be exercised in whole or in part (but in
                  no event shall an Option be exercisable after the expiration
                  of ten years from the date of its grant). The Option, to the
                  extent vested, shall be exercisable in whole at any time or in
                  part from time to time during the term of the Option, but not
                  as to less than 25 Shares (or the Shares then purchasable
                  under the Option if less than 25 Shares) at any one time.
                  Unless the Committee determines otherwise, the exercise price
                  shall either be tendered in cash (or check) or Shares (either
                  by actual delivery or attestation) or a combination of cash
                  (or check) or Shares; PROVIDED, HOWEVER, that if Shares are
                  used to satisfy the exercise price, such Shares shall have
                  been acquired (i) at least six months prior to the exercise
                  date or (ii) in an open market purchase. Shares surrendered as
                  payment for the exercise price shall be valued at Fair Market
                  Value on the date on which the certificates for such Shares
                  are surrendered to Primex or the attestation documents are
                  filed with Primex.

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

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

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

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

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

(b)      STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock
         Appreciation Rights to Participants which may but need not relate to a
         specific Option granted under Section 6(a). With respect to any
         individual who is not an officer or director of Primex subject to Rule
         16b-3, the Committee authorizes Management to determine if a Stock
         Appreciation Right shall be granted in connection with any Option or as
         a separate Award.

         (i)      AWARD Subject to the terms of the Plan and any applicable
                  Award Agreement, each Stock Appreciation Right granted under
                  the Plan shall confer on the holder thereof a right to
                  receive, upon exercise thereof, up to the excess of (x) the
                  Fair Market Value of one Share on the date of exercise over
                  (y) the base price of the right as specified by the Committee,
                  which shall not be less than the Fair Market

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                  Value of one Share on the date of grant of the Stock
                  Appreciation Right. Unless the Committee (or Management, in
                  the case of an individual who is not subject to Rule 16b-3)
                  determines otherwise, Stock Appreciation Rights shall be
                  exercisable in accordance with the terms described in
                  Section 6(a)(iii).

        (ii)      TERM Subject to the terms of the Plan and any applicable Award
                  Agreement, the base price, term, methods of payment or
                  settlement and any other terms and conditions of any Stock
                  Appreciation Right shall be as determined by the Committee (or
                  Management, in the case of an individual who is not subject to
                  Rule 16b-3), except that in no event shall the term of a Stock
                  Appreciation Right exceed a period of ten years from the date
                  of its grant.

       (iii)      SARS RELATED TO STOCK OPTIONS  In the case of any Stock
                  Appreciation Right related to an Option, the Stock
                  Appreciation Right or applicable portion thereof shall
                  terminate and no longer be exercisable upon the termination or
                  exercise of the related Option, except that a Stock
                  Appreciation Right granted with respect to less than the full
                  number of Shares covered by a related Option shall not be
                  reduced until the exercise or termination of the related
                  Option exceeds the number of shares not covered by the Stock
                  Appreciation Right and then only to the extent of the excess.
                  Any Option related to a Stock Appreciation Right shall no
                  longer be exercisable to the extent the related Stock
                  Appreciation Right has been exercised.

(c)      RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

         (i)      ISSUANCE. The Committee is authorized to grant Awards of
                  Restricted Stock and Restricted Stock Units to Participants.
                  Each such Award shall be subject to the terms set forth in a
                  Restricted Stock Certificate or Restricted Stock Unit
                  Certificate.

        (ii)     RESTRICTIONS. Except as provided below, shares of Restricted
                 Stock and Restricted Stock Units shall be subject to such
                 restrictions as the Committee may impose (including, without
                 limitation, any limitation on the right to vote a share of
                 Restricted Stock or the right to receive any dividend or other
                 right or property), which restrictions may lapse separately or
                 in combination at such time or times, in such installments or
                 otherwise, as the Committee may deem appropriate, provided that
                 in order for a Participant to vest in Awards of Restricted
                 Stock or Restricted Stock Units, the Participant must remain
                 in the employ of Primex or an Affiliate for a period of not
                 less than six months commencing on the date of grant of the
                 Award, subject to Section 10 hereof and subject to relief for
                 specified reasons as may be approved by the Committee.  At the
                 end of the Vesting Period, each vested Restricted Stock Unit
                 will be payable to a Participant either by delivery of one
                 Share or by a cash payment equal to the value of one Share, as
                 determined by the Committee. If Restricted Stock Units are to
                 be paid in cash, each Restricted Stock Unit will be valued at
                 the average of the high and low sales prices of a Share as
                 reported on the NASDAQ National Market System on the fifth
                 business day before such cash payment is due (or if Shares are
                 not traded on such day, the
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                 first preceding day on which such Shares are traded). The total
                 amount of Restricted Stock Units (and dividend equivalents and
                 related interest) vested in a Participant at each applicable
                 Vesting Period will be paid within sixty days following the end
                 of such Vesting Period, except as specifically otherwise
                 provided in the Plan.

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

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

         (v)     DIVIDEND EQUIVALENTS. Unless the Committee determines
                 otherwise, each outstanding Restricted Stock Unit shall accrue
                 amounts equivalent to the cash dividends payable on a Share
                 ("dividend equivalents"). Such dividend equivalents will be
                 paid to a Participant only if the Restricted Stock Unit on
                 which such dividend equivalents were accrued vests.  Dividend
                 equivalents accrue interest at an annual rate equal to Primex's
                 before-tax cost of borrowing as determined from time to time by
                 Primex's Chief Financial Officer or Treasurer or the Committee,
                 compounded quarterly.  To the extent a Restricted Stock Unit
                 does not vest or is otherwise forfeited, the accrued and unpaid
                 dividend equivalents thereon (and any interest on such dividend
                 equivalents) shall not vest and shall be forfeited.

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

(d)      PERFORMANCE AWARDS. The Committee is authorized to grant Performance
         Awards to Participants. Subject to the terms of the Plan and any
         applicable Award Agreement, a Performance Award granted under the Plan
         (i) may be denominated or payable in cash, Shares (including, without
         limitation, Restricted Stock), other securities, other Awards or other
         property and (ii) shall confer on the holder thereof rights
         valued as determined by
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         the Committee and payable to, or exercisable by, the holder of the
         Performance Award, in whole or in part, upon the achievement of such
         performance goals during such performance periods as the Committee
         shall establish. Subject to the terms of the Plan and any applicable
         Award Agreement, the performance goals to be achieved during any
         performance period, the length of any performance period, the amount of
         any Performance Award granted, and the amount of any payment or
         transfer to be made pursuant to any Performance Award shall be
         determined by the Committee in accordance with Section 6(f)(xviii).

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

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

(f)      GENERAL.

         (i)      NO CASH CONSIDERATION FOR AWARDS. Participants shall not be
                  required to make any cash payment for the granting of an Award
                  except for such minimum consideration as may be required by
                  applicable law.

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

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                                       9

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

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

         (v)      LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
                  Securities) or right thereunder shall be assignable or
                  transferable by a Participant, other than (unless limited in
                  the Award Agreement) by will or the laws of descent and
                  distribution (or, in the case of an Award of Restricted
                  Securities, to Primex), except that an Option may be
                  transferred by gift to any member of the holder's immediate
                  family or to a trust for the benefit of one or more of such
                  immediate family members, if expressly permitted in the
                  applicable Award Agreement; provided, however, that, if so
                  determined by the Committee, a Participant may, in the manner
                  established by the Committee, designate a beneficiary or
                  beneficiaries with respect to any Award to exercise the rights
                  of the Participant, and to receive any property distributable,
                  upon the death of the Participant. Each Award, and each right
                  under any Award, shall be exercisable, during the
                  Participant's lifetime, only by the Participant or, if
                  permissible under applicable law by the Participant's guardian
                  or legal representative unless, subject to the approval of the
                  Committee, it is an Option and has been transferred as
                  permitted hereby to a member of the Participant's immediate
                  family or to a trust for the benefit of one or more of such
                  immediate family members, in which case it shall be
                  exercisable only by such transferee. For the purposes of this
                  provision, a Participant's "immediate family" shall mean the
                  Participant's spouse, children and grandchildren, parents,
                  grandparents, former spouses, siblings, nieces, nephews,
                  parents-in-law, sons-in-law, daughters-in-law,
                  brothers-in-law, sisters-in-law, including adoptive or step
                  relationships and any person sharing the employee's household
                  (other than as a tenant or employee).  No Award (other than
                  Released Securities), and no right under any such Award, may
                  be pledged, attached or otherwise encumbered other than in
                  favor of Primex, and any purported pledge, attachment, or
                  encumbrance

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                  thereof other than in favor of Primex shall be void and
                  unenforceable against Primex or any Affiliate.

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

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

      (viii)      DELEGATION. Notwithstanding any provision of the Plan to the
                  contrary, the Committee may delegate to one or more officers
                  or managers of Primex or any Affiliate, or a committee of such
                  officers or managers, the authority, subject to such terms and
                  limitations as the Committee shall determine, to grant Awards
                  to, or to cancel, modify, waive rights or conditions with
                  respect to, alter, discontinue, suspend, or terminate Awards
                  held by, salaried employees who are not officers or directors
                  of Primex for purposes of Rule 16b-3.

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

         (x)      OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan
                  shall prevent Primex or any Affiliate from adopting or
                  continuing in effect other or additional compensation
                  arrangements, and such arrangements may be either generally
                  applicable or applicable only in specific cases.

        (xi)      NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
                  construed as giving a Participant the right to be retained in
                  the employ of Primex or any Affiliate. Nothing in the Plan or
                  any Award Agreement shall limit the right of Primex or an
                  Affiliate at any time to dismiss a Participant from
                  employment, free from any liability or any claim under the
                  Plan or the Award Agreement.

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

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

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

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

       (xvi)      SHARE CERTIFICATES.  All certificates for Shares or other
                  securities delivered under the Plan pursuant to any Award or
                  the exercise thereof shall be subject to such stop transfer
                  orders and other restrictions as the Committee may deem
                  advisable under the Plan or the rules, regulations and other
                  requirements of the Securities and Exchange Commission, any
                  stock exchange upon which such Shares or other securities are
                  then listed, and any applicable Federal or state securities
                  laws, and the Committee may cause a legend or legends to be
                  put on any such certificates to make appropriate reference to
                  such restrictions.

      (xvii)      CONFLICT WITH PLAN. In the event of any inconsistency or
                  conflict between the terms of the Plan and an Award Agreement,
                  the terms of the Plan shall govern.

     (xviii)      PERFORMANCE CRITERIA. Notwithstanding any provision in this
                  Plan to the contrary, Awards granted under Sections 6(c), 6(d)
                  or 6(e) and designated by the Committee as being
                  performance-based shall have as performance measures any one
                  of or any combination of any of the following measures:
                  Economic Value Added, Return on Equity and Total Return to
                  Shareholders. For purposes of the Plan, "Economic Value Added"
                  shall mean Primex's consolidated sales less its operating
                  costs (including tax) less a capital charge based on Primex's
                  cost of capital assets employed in its business, "Return on
                  Equity" shall mean consolidated income of Primex after taxes
                  and before the after-tax effect of any special charge or gain
                  and any cumulative effect of any change in accounting,

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                                       12

                  divided by average shareholders equity and "Total Return to
                  Shareholders" shall mean for the performance period total
                  return to shareholders of $100 worth of Shares for such period
                  assuming reinvestment of dividends on a quarterly basis. The
                  Committee shall determine the performance goals for each such
                  performance measure with respect to each such Award.

       (xix)      DEATH OR INCAPACITY. In the event of the death or Incapacity
                  of the holder of an Award while the holder is employed by
                  Primex or an Affiliate, or, if holder is retired (at or after
                  attainment of age 55 with ten years of service with Primex or
                  an Affiliate, including prior service with Olin), any
                  outstanding Award will continue to be vested and exercisable
                  under the terms of the Plan.

Section 7.  AMENDMENT AND TERMINATION

(a)      AMENDMENTS TO THE PLAN. The Board may amend, suspend, discontinue or
         terminate the Plan, including, without limitation, any amendment,
         suspension, discontinuation or termination that would impair the rights
         of any Participant, or any other holder or beneficiary of any Award
         theretofore granted, without the consent of any shareholder,
         Participant, other holder or beneficiary of an Award, or other Person;
         PROVIDED FURTHER that no amendment, suspension, discontinuation or
         termination (i) that would impair the rights of such Participant,
         holder or beneficiary shall be made with respect to Section 10 of the
         Plan after a Change in Control, as defined therein and (ii) may
         increase the amount of payment of any Award to any Participant.

(b)      AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights
         with respect to, or amend, alter, suspend, discontinue, or terminate,
         any unexercised Award theretofore granted, prospectively or
         retroactively, without the consent of any relevant Participant or
         holder or beneficiary of an Award, PROVIDED that no amendment,
         alteration, suspension, discontinuation or termination of an Award that
         would impair the rights of such Participant, holder or beneficiary
         shall be made after a Change in Control, as defined in Section 10;
         provided further that the Committee may not increase the payment of any
         Award granted any Participant.

(c)      ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event Primex or
         any Affiliate shall assume outstanding employee awards or the right or
         obligation to make future such awards in connection with the
         acquisition of another business or another company, the Committee may
         make such adjustments, not inconsistent with the terms of the Plan, in
         the terms of Awards as it shall deem appropriate.

(d)      ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
         NONRECURRING EVENTS. The Committee may make adjustments in the terms
         and conditions of Awards in recognition of unusual or nonrecurring
         events (including, without limitation, the events described in Section
         4 hereof) affecting Primex, any Affiliate, or the financial statements
         of Primex or any Affiliate, or of changes in applicable laws,
         regulations, or accounting principles, whenever the Committee
         determines that statements of Primex or any Affiliate, or of changes in
         applicable laws, regulations, or accounting principles,

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                                       13

         whenever the Committee determines that such adjustments are appropriate
         in order to prevent dilution or enlargement of the benefits to be made
         available under the Plan.

Section 8.  ADDITIONAL CONDITIONS TO ENJOYMENT OF AWARDS.

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

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

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

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

(b)      Notwithstanding any other provision of the Plan, the Committee in its
         sole discretion may cancel any Award at any time prior to the exercise
         thereof, if the employment of the
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                                       14

         Participant shall be terminated, other than by reason of death, unless
         the conditions in this Section 8 are met.

(c)      Failure to comply with the conditions of this Section 8 prior to, or
         during the six months after, any exercise, payment or delivery pursuant
         to an Award shall cause the exercise, payment or delivery to be
         rescinded. Primex shall notify the Participant in writing of any such
         rescission within two years after such exercise payment or delivery and
         within ten days after receiving such notice, the Participant shall pay
         to Primex the amount of any gain realized or payment received as a
         result of the exercise, payment or delivery rescinded. Such payment
         shall be made either in cash or by returning to Primex the number of
         Shares that the Participant received in connection with the rescinded
         exercise, payment or delivery.

(d)      Upon exercise, payment or delivery pursuant to an Award, the Committee
         may require the Participant to certify on a form acceptable to the
         Committee, that he or she is in compliance with the terms and
         conditions of the Plan.

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

Section 9.  POOLING

If (a) the Board approves a merger or consolidation of Primex which is intended
by the Board to satisfy the accounting rules related to the pooling of interest
method of accounting (the "Pooling Rules") and (b) any provision of this Plan
would violate the Pooling Rules, then such provision shall be null and void AB
INITIO. In such event, Primex shall offer, in good faith, to the affected
Participants, a replacement provision of equivalent value which does not cause
such a violation, provided, and to the extent, that Primex's outside auditors
determine that any such replacement provision is permissible without violating
the Pooling Rules.

Section 10.  CHANGE IN CONTROL

(a) Except as the Board or the Committee may expressly provide otherwise prior
to a Change in Control of Primex (as defined below) in the event of a Change in
Control of Primex:

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

    (ii)    unless a Stock Appreciation Right shall have already been granted
            with respect to an outstanding Option, the Participant holding such
            Option shall be deemed also to hold a Stock Appreciation Right
            related to such Option, exercisable in accordance with and subject
            to the terms and conditions of Section 6(b) for the number of
            Shares exercisable under such Option after giving effect to such
            acceleration, which Stock Appreciation Right may, but need not be,
            evidenced by separate written agreement;
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                                       15

  (iii)     all restrictions and conditions of all Restricted Stock and
            Restricted Stock Units then outstanding shall be deemed satisfied as
            of the date of the Change in Control and immediately (or, in any
            event, as soon as administratively practicable) following the Change
            in Control, Restricted Stock Units will be settled in cash or in
            Shares as the Participant elects; and

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

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

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

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

       (iii)      during any period of two consecutive years after 1996,
                  individuals who at the beginning of such period constitute the
                  Board (together with any new Director whose election by the
                  Board or whose nomination for election by Primex's
                  shareholders, was approved by a vote of at least two-thirds of
                  the Directors then still in office who either were Directors
                  at the beginning of such period or whose election or
                  nomination for election was previously so approved) cease for
                  any reason to constitute a majority of the Directors then in
                  office;

        (iv)      all or substantially all of the business or assets of Primex
                  is disposed of pursuant to a merger, consolidation or other
                  transaction, whether or not Primex is the surviving
                  corporation (unless in either case the shareholders of Primex
                  immediately prior to such merger, consolidation, combination
                  or other transaction beneficially own, directly or indirectly,
                  more than 50% of the aggregate voting stock or other ownership
                  interests of (x) the entity or entities, if any, that succeed
                  to the business of Primex or (y) the combined company);

<PAGE>
                                       16

         (v)      Primex's Board determines that a tender offer for Primex's
                  shares indicates a serious intention by the offeror to acquire
                  control of Primex; or

        (vi)     shareholder approval of a liquidation or dissolution of Primex.

Section 11.  EFFECTIVE DATE AND TERM OF THE PLAN

The Plan shall be effective as of January 1, 2000. The Plan shall be unlimited
in duration and, in the event of termination of the Plan, shall remain in effect
as long as any Awards under it are outstanding.