AMENDED AND RESTATED
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended and Restated Effective October 23, 2008)
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.
Definitions. The following capitalized terms utilized herein have the following meanings:
“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, Board Chairman fees, Lead Director Fees, Committee Chair fees and retainers,
or other amounts under the Plan, have been or are to be credited in the form of cash.
“Change in Control” means the occurrence of any of the following events:
any person or Group acquires ownership of Olin’s stock that, together with stock
held by such person or Group, constitutes more than 50% of the total fair market value or total voting
power of Olin’s stock, (including an increase in the percentage of stock owned by any person or Group
as a result of a transaction in which Olin acquires its stock in exchange for property, provided that the
acquisition of additional stock by any person or Group deemed to own more than 50% of the total fair
market value or total voting power of Olin’s stock on January 1, 2005, shall not constitute a Change in
any person or Group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or Group) ownership of Olin stock possessing
30% or more of the total voting power of Olin stock; or
a majority of the members of Olin’s board of directors is replaced during any 12-