1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated Effective October 2, 1997
1. PURPOSE. The purpose of the Olin Corporation 1997 Stock Plan for Non- employee Directors is to
promote the long-term growth and financial success of Olin Corporation by attracting and retaining non-employee
directors of outstanding ability and by promoting a greater identity of interest between its non-employee directors
and its shareholders.
2. DEFINITIONS. The following capitalized terms utilized herein have the following meanings:
"Annual Grant Participant" means a Non-employee Director who is not eligible for any other pension benefits
from the Company, including, but not limited to, benefits from the Olin Employees Pension Plan, the Olin Senior
Executive Pension Plan or another pension plan of the Company.
"Board" means the Board of Directors of the Company.
"Cash Account" means an account established under the Plan for a Non-employee Director to which cash
meeting fees and retainers have been or are to be credited in the form of cash.
"Change in Control" means any of the following: (i) the Company ceases to be, directly or indirectly, owned by at
least 1,000 shareholders; (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 1934 Act, other than the
Company, a majority-owned subsidiary of the Company or an employee benefit plan (or related trust) of the
Company or such subsidiary, become(s) the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) of
20% or more of the then outstanding voting stock of the Company; and (iii) during any period of two consecutive
years, 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 the Company's shareholders was approved by a vote
of at least two-thirds of the directors t