1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated Effective February 8, 1999
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
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.
"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