OLIN SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
(As Amended through April 27, 1995)
Section 1. Purpose. The purposes of the Olin Senior Management Incentive Compensation Plan (the "Plan") are
(i) to compensate certain members of senior management of Olin Corporation (the "Company") on an individual
basis for significant contributions to the Company and its subsidiaries and (ii) to stimulate the efforts of such
members by giving them a direct financial interest in the performance of the Company.
Section 2. Definitions. The following terms utilized in this Plan shall have the following meanings:
"Cash Flow" shall mean consolidated net income of the Company, before the after-tax effect of any special
charge or gain or cumulative effect of any change in accounting, plus depreciation and amortization, less capital
and investment spending and plus or minus changes in working capital.
"Committee" shall mean the Compensation and Stock Option Committee of the Board of Directors of the
Company or such other committee of such Board as such Board may from time to time designate.
"Consolidated Net Assets" shall mean consolidated total assets of the Company less total non-interest bearing
"Earnings Per Share" shall mean for a fiscal year consolidated net income of the Company before the after-tax
effect of any special charge or gain or cumulative effect of a change in accounting, less ESOP preferred
dividends, divided by the weighted average number of shares of common stock outstanding plus an equivalent
number (one for one) of shares of Common Stock assuming the conversion of the Series A Preferred Stock.
"Economic Value Added" means the Company's consolidated sales less its operating costs (including tax) less a
capital charge based on the Company's cost of capital on assets employed in the business.
"Participant" shall mean for a fiscal year each salaried employee who is designated as a Participant by the
Committee prior to the commencement of such fiscal year (or s