1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended Effective July 25, 2002)
Amendment adopted on July 25, 2002 is underlined.
1. Purpose . The purpose of the Olin Corporation 1997 Stock Plan for Non-employee Directors the (“Plan”) 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.
The Plan is amended and restated to reflect the distribution to Olin’s shareholders of all of the outstanding shares of common
stock of Arch Chemicals, Inc., effective as of the date of such distribution.
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.
“Arch” means Arch Chemicals, Inc., a Virginia corporation and any successor.
“Arch Common Stock” means shares of common stock of Arch, par value $1.00 per share.
“Arch Director” means a non-employee director of the board of directors of Arch.
“Arch Stock Account” means the Stock Account to which phantom shares of Arch Common Stock are credited.
“Arch Directors’ Plan” means the Arch Chemicals, Inc. 1999 Stock Plan for Non-employee Directors.
“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.