OLIN 1991 LONG TERM INCENTIVE PLAN
(As Amended through February 23, 1995)
Section 1. Purpose
The purposes of the Olin 1991 Long Term Incentive Plan (the "Plan") are to encourage selected salaried
employees of Olin Corporation (together with any successor thereto, "Olin") and its Affiliates (as defined below)
to acquire a proprietary interest in Olin's growth and performance, to generate an increased incentive to
contribute to Olin's future success and to enhance the ability of Olin and its Affiliates to attract and retain qualified
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 Olin and
(ii) any entity in which Olin 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 Olin.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(f) "Committee" means a committee of the Board designated by the Board to administer the Plan and composed
of not less than three directors, each of whom is qualified to administer the Plan as contemplated by Rule 16b- 3.
(g) "Dividend Equivalent" means any right granted under Section 6(f)(iv) of the Plan.
(h) "Fair Market Value" means, with respect to any property (including, without limitation, Shares or other
securities), the fair market value of such property determined by such methods or procedures as shall be
established from time to time by the Committee