EVA(R) INCENTIVE PLAN
(Management Incentive Compensation Plan)
STATEMENT OF PURPOSE
1.1 The purpose of the EVA Incentive Plan (the "Plan") is to provide a system of incentive compensation which
will promote the maximization of Economic Value Added ("EVA") over the long term. In order to align
management incentives with shareholder interests, incentive compensation will reward the creation of value. This
Plan will tie incentive compensation to EVA and, thereby, reward management for creating value and penalize
management for destroying value.
1.2 EVA is the performance measure of value creation for Olin Corporation (the "Company"). Managers create
value when they employ capital in an endeavor that generates a return that exceeds the cost of the capital
employed. Managers destroy value when they employ capital in an endeavor that generates a return that is less
than the cost of capital employed. By imputing the cost of capital upon the operating profits generated by a
business group, EVA measures the total value created (or destroyed) by management. The Plan will reward
increases in EVA and penalize decreases over time.
Unless the context provides a different meaning, the following terms shall have the following meanings:
"ACT" means the Securities Exchange Act of 1934, as amended.
"ACTUAL EVA" means, with respect to an EVA Center for a fiscal year, the EVA of such center for such year
as calculated by the Chief Financial Officer.
"BANK BALANCE" means, with respect to a Participant, a bookkeeping record of the net balance of the
amounts credited to and debited against such Participant's Bonus Bank following the end of each fiscal year. For
a Participant's first year of participation in the Plan, such Participant's Bank Balance shall initially be equal to zero.
"BONUS BANK" means, with respect to a Participant, a bookkeeping record of an account to which Declared
Bonuses are credited, or debited as the case may be, from