1988 STOCK OPTION PLAN
FOR KEY EMPLOYEES OF
OLIN CORPORATION AND SUBSIDIARIES
(AS AMENDED THROUGH FEBRUARY 23, 1995)
1. PURPOSE OF THE PLAN. The general purpose of the 1988 Stock Option Plan for Key Employees of Olin
Corporation and Subsidiaries (the "Plan") is to aid in attracting, maintaining and developing a management
capable of assuring the future success of Olin Corporation ("Olin") by providing to key employees of Olin and its
subsidiaries additional incentive to enlarge their proprietary interest in Olin, to continue and increase their efforts
on Olin's behalf and to remain in the employ of Olin or its subsidiaries.
2. SHARES SUBJECT TO THE PLAN. Options may be granted from time to time under the Plan in respect of
an aggregate of not exceeding 1,100,000 shares of Common Stock of Olin (subject to the provisions in
paragraph 15 hereof). If any option granted under the Plan shall expire or terminate for any reason other than its
surrender pursuant to paragraph 7 (including, without limitation, by reason of its surrender or cancellation, in
whole or in part, or the substitution therefor of a new option) without having been exercised in full, the
unpurchased shares subject thereto shall (unless the Plan shall have been terminated) again be available for other
options to be granted under the plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a Committee on Stock Options
(the "Committee") appointed by the Board of Directors of Olin and consisting of not less than three of those
members of the Board of Directors who are not eligible to participate in the Plan or who shall have advised the
Board of Directors in writing that they irrevocably waive any rights under the Plan.
The Committee shall have plenary authority in its discretion, but subject to the express provisions of the Plan, to
determine the purchase price of the Common Stock covered by each option, the employees to whom, and the
time or times at which, options shall be granted and the numb