OLIN SUPPLEMENTAL CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
EFFECTIVE JANUARY 1, 1990
AS AMENDED BY FIRST AMENDMENT DATED AS OF MAY 6, 1994 AND
AS AMENDED BY SECOND AMENDMENT DATED AS OF JANUARY 30, 1998
1. Establishment. Olin Corporation ("Olin") hereby establishes the Olin Supplemental Contributing Ownership
Plan (the "Plan" or "SCEOP Plan"), effective January 1, 1990.
2. Purpose. The purpose of this Plan is to provide certain eligible employees who are limited under Sections 401
(a)(17) and 415(c)(1) of the Internal Revenue Code of 1986 and the regulations promulgated thereunder (the
"Code") in making contributions to the Olin Corporation Contributing Employee Ownership Plan (as from time to
time amended, the "CEO Plan") with certain supplemental benefits to make up for such Code-imposed
3. Definitions. Except as otherwise provided herein, the terms defined in the CEO Plan are used herein with the
meanings ascribed to them in the CEO Plan. In addition, when used herein, the following definitions shall apply:
"Dividend Equivalents" means with respect to a number of Phantom Shares, the dollar amount of regular or
special dividends actually paid in cash from time to time on an equivalent number of shares of Common Stock.
"CEOP Percentage" means with respect to a SCEOP Participant the annual percentage by which such participant
reduces his received Compensation on either a before-tax or after-tax basis in calculating Contributions made to
the CEO Plan; provided, however if such percentage exceeds 6%, the SCEOP Participant may elect for
purposes of this Plan to reduce such percentage to 6% and if such election is made, for purposes of this Plan the
CEOP Percentage shall be 6%.
"Excess Company Matching Allocation" means with respect to a SCEOP Participant the percentage used in
calculating the Company Matching Allocation (in excess of $25 per month) (as of the date hereof, 50%), as such
percentage changes from time to time, multiplied by th