PERFORMANCE SHARE PROGRAM
Codified to reflect amendments
through October 22, 2008
The terms and conditions of the Performance Share Awards granted under this Program are
contained in the Performance Share Certificate evidencing such Award, this Program and the LTIP.
“Common Stock” means the common stock of Olin, par value $1.00 per share.
“Final Share Number” has the meaning specified in Section 3 of this Program.
“LTIP” means the Olin Corporation benefit plan under which the relevant Performance Share
Award is granted, including the 2003 Long Term Incentive Plan, the 2006 Long Term Incentive Plan and
any successor or similar plan.
“Olin” means Olin Corporation.
“Performance Cycle” means, with respect to a Performance Share Award, a period of three
calendar years, beginning with the calendar year in which such Performance Share Award is granted.
“Performance Share Award” shall mean grants of “Performance Shares” and “Senior
“Performance Share” and “Senior Performance Share” mean a unit granted under the LTIP and
this Program, maintained on the books of the Company during the Performance Cycle, denominated as
one phantom share of Common Stock, and paid in cash or Common Stock in accordance with this
“Program” means this Performance Share Program.
“S&P ROC” shall mean the average annual return on capital (calculated in the same manner as
Olin’s Return on Capital) of a group composed of the Standard & Poor’s 1000 Materials companies
plus Mueller Industries, Inc.; Wolverine Tube, Inc.; Occidental Petroleum Corporation; Alliant
Techsystems Inc.; PPG Industries, Inc.; and The Dow Chemical Company, broken out by quintiles.
Capitalized terms not otherwise defined in this Program shall have the meaning specified in the
1. Terms and Conditions
3. Performance Share Awards
a. Awards of Senior Performance S