OLIN CORP
LONG TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.(R)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>LONG TERM INCENTIVE PLAN
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                                                                   EXHIBIT 10(r)
                                OLIN CORPORATION
                         2000 LONG TERM INCENTIVE PLAN
                      (As Amended through April 27, 2000)

Section 1.  Purpose.
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The general purposes of the Olin Corporation 2000 Long Term Incentive Plan (the
"Plan") are to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of other shareholders of Olin Corporation
(together with any successor, "Olin") through compensation that is based on
Olin's common stock; and thereby promote the long-term financial interest of
Olin and its Affiliates, including growth in the value of Olin's equity and
enhancement of long-term shareholder return.

Section 2.  Definitions.
            -----------

As used in the Plan:

(a)  "Affiliate" means any corporation, partnership, joint venture or other
     entity during any period in which Olin owns, directly or indirectly, at
     least 50% of the total voting or profits interest.

(b)  "Award" means any Option, Stock Appreciation Right, Restricted Stock,
     Restricted Stock Unit, Performance Share or Dividend Equivalent granted
     under the Plan.

(c)  "Award Agreement" means any written agreement or other instrument or
     document evidencing an Award granted under the Plan.  The terms of any plan
     or guideline adopted by the Board or the Committee and applicable to an
     Award shall be deemed incorporated in and a part of the related Award
     Agreement.

(d)  "Board" means the Board of Directors of Olin.

(e)  "Cash Flow" means consolidated net income of Olin, before the after-tax
     effect of any special charge or gain or cumulative effect of any change in
     accounting, plus depreciation and amortization, less capital and investment
     spending and plus or minus changes in working capital.

(f)  "Code" means the Internal Revenue Code of 1986, as amended.  A reference to
     any provision of the Code shall include reference to  any successor
     provision of the Code.

(g)  "Committee" means a committee of the Board designated by the Board to
     administer the Plan, each member of which is an "outside director" for
     purposes of Section 162(m) of the Code and a "non-employee director" for
     the purpose of Rule 16b-3, and, to the extent the Committee delegates
     authority to one or more individuals in accordance with the Plan, such
     individual(s).

(h)  "Dividend Equivalent" means any right granted under Section 6(c)(ii) of the
     Plan.
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(i)  "Earnings Per Share" means, for a fiscal year, consolidated net income of
     Olin before the after-tax effect of any special charge or gain or
     cumulative effect of a change in accounting, divided by the weighted
     average number of shares of common stock outstanding, on a fully diluted
     basis.

(j)  "Economic Value Added" means Olin's consolidated sales less its operating
     costs (including tax) less a capital charge based on Olin's cost of capital
     on assets employed in the business.

(k)  "Employee" means any employee of Olin or of an Affiliate.

(l)  "Fair Market Value" means, with respect to shares of Olin common stock, the
     mean of the high and low per share sales prices of such common stock as
     reported on the consolidated transaction reporting system for New York
     Stock Exchange issues as of the relevant date, or the last preceding
     trading date, if such Shares were not traded on such date, and, with
     respect to any other property (including, without limitation, securities
     other than Shares), the fair market value of such property determined by
     such methods or procedures as shall be established from time to time by the
     Committee.

(m)  "Family Member" means any child, stepchild, grandchild, parent, stepparent,
     grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
     father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-
     law, including adoptive relationship, or any person sharing the
     Participant's household, other than a tenant or employee.

(n)  "Incentive Stock Option" means an option to purchase Shares granted under
     the Plan that is intended to meet the requirements of Section 422 of the
     Code.

(o)  "Non-Qualified Stock Option" means an option to purchase Shares granted
     under the Plan that is not intended to be an Incentive Stock Option.

(p)  "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

(q)  "Participant" means an Employee granted an Award under the Plan.

(r)  "Performance Share" means any grant of a right to receive Shares which is
     contingent on the achievement of performance or other objectives during a
     specified period.

(s)  "Person" means any individual, corporation, partnership, limited liability
     company, association, joint venture, stock company, trust, unincorporated
     organization, or government or political subdivision thereof.

(t)  "Pre-Tax Profit" means, for a fiscal year, the consolidated income before
     taxes of Olin, before any special charges or gains.

(u)  "Released Securities" means securities that were Restricted Securities with
     respect to which all applicable restrictions imposed under the terms of the
     relevant Award have expired, lapsed or been waived or satisfied.

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(v)  "Restricted Securities" means Awards of Restricted Stock or other Awards
     under which outstanding Shares are held subject to certain restrictions.

(w)  "Restricted Stock" means any grant of Shares, and "Restricted Stock Unit"
     means the grant of a right to receive Shares in the future, with such
     Shares or right to future delivery of Shares subject to a risk of
     forfeiture or other restrictions that will lapse upon the achievement of
     one or more goals relating to completion of service by the Participant, or
     achievement of performance or other objectives, as determined by the
     Committee.

(x)  "Return on Capital" means consolidated net income of Olin plus after-tax
     interest expense and the after-tax effect of any special charge or gain and
     any cumulative effect of a change in accounting, divided by average
     consolidated total assets of Olin less total non-interest-bearing
     liabilities.

(y)  "ROE" shall mean the consolidated net income of Olin before the after tax
     effect of any special charge or gain and any cumulative effect of any
     change in accounting, divided by average shareholders equity.

(z)  "RONA" means Pre-tax Profit before interest expense divided by average
     consolidated total assets of Olin less total non-interest-bearing
     liabilities.

(aa) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
     Commission under the Securities Exchange Act of 1934, as amended, or any
     successor rule.

(bb) "Shares" means the common stock of Olin and such other securities or
     property as may become the subject of Awards pursuant to an adjustment made
     under Section 4(b) of the Plan.

(cc) "Stock Appreciation Right" or "SAR" means any such right granted under
     Section 6(b) of the Plan.

Section 3.  Administration.
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(a)  Powers of Committee.  The Plan shall be administered by the Committee which
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     shall have full power and authority to:  (i) designate Participants; (ii)
     determine the Awards to be granted to Participants; (iii) determine the
     number of Shares (or securities convertible into Shares) to be covered by
     Awards; (iv) determine the terms and conditions of any Award; (v) determine
     whether, to what extent, and under what circumstances Awards may be settled
     or exercised in cash, Shares, other securities, other Awards, or other
     property, or canceled, substituted, forfeited or suspended, and the method
     or methods by which Awards may be settled, exercised, canceled,
     substituted, forfeited or suspended, provided that no such action will
     result in repricing of Options prohibited by Section 6(f)(ii); (vi)
     determine whether, to what extent, and under what circumstances cash,
     Shares, other securities, other Awards, other property and other amounts
     payable with respect to an Award under the Plan shall be deferred either
     automatically or at the election of the Participant or of the Committee;
     (vii) interpret and administer the Plan and any instrument or agreement
     relating to, or Award made under, the Plan; (viii) establish, amend,
     suspend or waive such rules and guidelines and appoint such agents as it
     shall deem appropriate for the administration of the Plan; and (ix) make
     any other

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     determination and take any other action that it deems necessary or
     desirable for such administration.

(b)  Committee Discretion.  All designations, determinations, interpretations
     --------------------
     and other decisions with respect to the Plan or any Award shall be within
     the sole discretion of the Committee and shall be final, conclusive and
     binding upon all Persons, including Olin, any Affiliate, any Participants,
     any holder or beneficiary of any Award, any shareholder and any employee of
     Olin or of any Affiliate.  The Committee's powers include the adoption of
     modifications, amendments, procedures, subplans and the like as are
     necessary to comply with provisions of the laws of other countries in which
     Olin or an Affiliate may operate in order to assure the viability of Awards
     granted under the Plan and to enable Participants employed in such other
     countries to receive benefits under the Plan and such laws, provided that
     no such action results in repricing of Options prohibited by Section
     6(f)(ii).

(c)  Board Authority.  If the Committee does not exist, or for any other reason
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     determined by the Board, the Board may take any action under the Plan that
     would otherwise be the responsibility of the Committee.

(d)  Delegation.  Notwithstanding any provision of the Plan to the contrary,
     ----------
     except to the extent prohibited by applicable law or the applicable rules
     of a stock exchange, the Committee may delegate to one or more officers or
     managers of Olin or any Affiliate, or a committee of such officers or
     managers, the authority, subject to such terms and limitations as the
     Committee shall determine, to grant Awards to, or to cancel, modify, waive
     rights or conditions with respect to, alter, discontinue, suspend, or
     terminate Awards held by, Employees who are not officers or directors of
     Olin for purposes of Section 16 of the Securities Exchange Act of 1934, as
     amended, provided that no such action shall result in repricing of Options
     prohibited by Section 6(f)(ii).

(e)  Prohibition on Option Repricing.  Notwithstanding any other provision of
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     the Plan, neither the Board nor the Committee may reprice, replace or
     regrant any Option granted under the Plan or any other plan of Olin, (i)
     through cancellation and replacement or regrant with lower priced options
     or (ii) by lowering the option exercise price of a previously granted
     award, without the prior approval of Olin's shareholders.

Section 4.  Shares Available for Awards.
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(a)  Shares Available.  Subject to adjustment as provided in Section 4(b) of the
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     Plan:

      (i) The aggregate number of Shares available for granting Awards under the
          Plan shall be 2,250,000.  If an Award is denominated in or relates to
          a security of Olin convertible into its Common Stock, the number of
          shares of Common Stock into which such security shall be convertible
          (calculated as of the date of grant of the Award, subject to
          adjustment as provided in Section 4(b) hereof or under the terms of
          such security) shall be deemed denominated in Shares and counted
          against the aggregate number of Shares available for the granting of
          Awards under the Plan.

     (ii) For purposes of this Section 4(a):

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          (A)  To the extent any Shares covered by an Award are not delivered to
               a Participant or beneficiary because the Award is forfeited or
               canceled, or the Shares are not delivered because the Award is
               settled in cash or used to satisfy the applicable tax withholding
               obligation, such Shares shall not be deemed to have been
               delivered for purposes of determining the maximum number of
               Shares available for delivery under the Plan; and

          (B)  If the exercise price of any Option granted under the Plan is
               satisfied by tendering Shares (by either actual delivery or by
               attestation), only the number of Shares issued net of the Shares
               tendered shall be deemed delivered for purposes of determining
               the maximum number of Shares available for delivery under the
               Plan.

(b)  Adjustments.  In the event of any change in the Shares by reason of stock
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     dividends, stock splits, recapitalization, mergers, consolidations,
     combinations or exchanges of shares, split-ups, split-offs, spin-offs,
     liquidations or other similar changes in capitalization, or any
     distributions to shareholders other than cash dividends, (i) the numbers,
     class and prices of Shares covered by outstanding Awards under the Plan
     (provided that no such adjustment shall result in repricing of Options
     prohibited by Section 6(f)(ii) of the Plan), (ii) the aggregate number and
     class of Shares available under the Plan, and (iii) the numbers and class
     of Shares that may be the subject of Awards pursuant to Section 4(c), shall
     be adjusted by the Committee, whose determination shall be conclusive.

     (i)   Without limiting the foregoing, in the event of any split-up, split-
           off, spin-off or other distribution to shareholders of shares
           representing a part of Olin's business, properties and assets, the
           Committee may modify an outstanding Award so that such Award shall
           thereafter relate to Shares of Olin and shares of capital stock of
           the corporation owning the business, properties and assets so split-
           up, split-off, spun-off or otherwise distributed to shareholders of
           Olin in the same ratio in which holders of the Shares became entitled
           to receive shares of capital stock of the corporation owning the
           business, properties and assets so split-up, split-off or spun-off or
           otherwise distributed, provided that no such action results in
           repricing of Options prohibited by Section 6(f)(ii).

     (ii)  With respect to Awards of Incentive Stock Options, no such adjustment
           shall be authorized to the extent that such authority would cause the
           Plan to violate Section 422 of the Code or any successor provision
           thereto, unless the holder of such Award of Incentive Stock Options
           agrees to convert such options to Non-qualified Stock Options.

     (iii) Notwithstanding the foregoing, a Participant to whom Dividend
           Equivalents or dividend units have been awarded shall not be entitled
           to receive a special or extraordinary dividend or distribution unless
           the Committee shall have expressly authorized such receipt.

(c)  Additional Restrictions.  Subject to adjustment as provided in Section
     -----------------------
     4(b), the following additional maximums are imposed under the Plan:

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     (i)    The maximum number of Shares that may be issued for Options intended
            to be Incentive Stock Options shall be 900,000 Shares.

     (ii)   The maximum number of Shares that may be covered by Awards granted
            to any one individual shall be 300,000 Shares during any calendar
            year.

     (iii)  No more than 100,000 Shares may be subject to Restricted Stock
            Awards, Restricted Stock Unit Awards and Performance Share Awards,
            and no more than 300,000 Shares may be subject to Options and Stock
            Appreciation Rights, granted to any one individual during any
            calendar-year period (regardless of when such Shares are
            deliverable) for any Award intended to be "performance-based
            compensation" (as that term is used for purposes of Code Section
            162(m)).

     (iv)   No more than 450,000 Shares may be subject to Restricted Stock
            Awards, Restricted Stock Unit Awards and Performance Share Awards.

Section 5.  Eligibility.
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Any Employee, including any officer or employee-director, of Olin or an
Affiliate shall be eligible to be designated a Participant, subject to any
restrictions imposed by applicable law. An Award may be granted to an Employee
prior to the date the Employee first performs services for the Company or the
Affiliate, provided that such Awards shall not become vested prior to the date
the Employee first performs such services.

Section 6.  Awards.
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(a)  Options.  The Committee is authorized to grant Options to Participants with
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     the following terms and conditions and with such additional terms and
     conditions, not inconsistent with the provisions of the Plan, as the
     Committee shall determine:

      (i)  Exercise Price.  The per Share exercise price shall be determined by
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           the Committee; provided, however, that such exercise price shall not
           be less than the Fair Market Value of a Share on the date of the
           Option grant; provided that, if a Non-qualified Option is granted in
           connection with the recipient's hiring, promotion or similar event,
           the exercise price may be not less than the Fair Market Value of the
           Shares on the date on which the recipient is hired or promoted (or
           the similar event occurs), if the Option grant occurs not more than
           90 days after the date of such event.

     (ii)  Option Term.  The term of each Option shall be fixed by the
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           Committee, provided that in no event shall the term of an Option be
           more than a period of ten years from the date of its grant.

     (iii) Exercise.  The Committee shall determine the time or times at which
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           an Option may be exercised in whole or in part, and the method or
           methods by which, and the form or forms in which payment of the
           exercise price with respect thereto may be made.

     (iv)  Incentive Stock Options.  The terms of any Incentive Stock Option
           -----------------------
           granted under the Plan shall comply in all respects with the
           provisions of Section 422 of the Code, or any

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           successor provision thereto, and any regulations promulgated
           thereunder. Without limiting the preceding sentence, the aggregate
           Fair Market Value (determined at the time an option is granted) of
           Shares with respect to which Incentive Stock Options are exercisable
           for the first time by a Participant during any calendar year (under
           the Plan and any other plan of the Participant's employer corporation
           and its parent and subsidiary corporations providing for Options)
           shall not exceed such dollar limitation as shall be applicable to
           Incentive Stock Options under Section 422 of the Code or a successor
           provision.

     (v)   Termination of Employment.  In the event the employment of a
           -------------------------
           Participant to whom an Option has been granted under the Plan shall
           be terminated (other than by reason of the Participant's death or
           disability), such Option may, subject to the provisions of the next
           to last sentence of Section 6(a)(vi) be exercised (to the extent of
           the number of shares that the Participant was entitled to purchase
           under such Option at the termination of employment) at any time
           within three months after such termination (which three-month period
           may be extended by the Committee), but in no event shall such three-
           month period or any such extension permit the exercise of an Option
           after the expiration date of the Option. Options granted under the
           Plan shall not be affected by any change of duties or position so
           long as the Participant continues to be an Employee.

     (vi)  Agreement to Service.  Each Participant receiving an Option shall, by
           --------------------
           accepting the Option, agree that he or she will, during employment,
           devote his or her entire time, energy and skill to the service of
           Olin and the promotion of its interests, subject to vacations, sick
           leave and other absences in accordance with the regular policies of,
           or other reasons satisfactory to, Olin and its Affiliates. Such
           employment shall (subject to the terms of any contract between Olin
           or any such Affiliate and such Participant) be at the pleasure of
           Olin or such Affiliate, and shall be at such compensation as Olin or
           such Affiliate shall determine from time to time. Upon termination of
           such Participant's employment either (a) for cause, or (b)
           voluntarily on the part of the Participant and without the written
           consent of Olin, any Awards held by him or her under the Plan, to the
           extent not theretofore exercised or vested, shall forthwith
           terminate. Retirement pursuant to any retirement plan of Olin or of
           an Affiliate shall be deemed to be a termination of employment with
           Olin's consent.

     (vii) Death.  If a Participant to whom an Option has been granted shall
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           die while an Employee, such Option may be exercised by the
           Participant's executors, administrators, personal representatives or
           distributees or permitted transferees at any time within a period of
           one year after the Participant's death (which period may be extended
           by the Committee), regardless of whether or not such Option had
           vested at the time of death. If a Participant to whom an Option has
           been granted shall die after his or her employment has terminated but
           while the Option remains exercisable, the Option may be exercised by
           the persons described above at any time within the longer of (a) the
           period that the Participant could have exercised the Option had he or
           she not died, or (b) one year after the date of death (which period
           may be extended by the Committee), but only to the extent the Option
           was exercisable at the time of the Participant's death.

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     (viii)  Disability.  If a Participant to whom an Option has been granted
             ----------
             shall become totally and permanently disabled, as that term is
             defined in Section 22(e)(3) of the Code (or a successor provision),
             and the Participant's employment is terminated as a result, such
             option may be exercised by the Participant or permitted transferee
             within one year after the date of termination of employment, to the
             extent that the Option was exercisable at the time of termination
             of employment.

(b)  Stock Appreciation Rights.  The Committee is authorized to grant Stock
     -------------------------
     Appreciation Rights to Participants which may but need not relate to a
     specific Option granted under the Plan.  Subject to the terms of the Plan
     and any applicable Award Agreement, each Stock Appreciation Right granted
     under the Plan shall confer on the holder thereof a right to receive, upon
     exercise thereof, up to the excess of (i) the Fair Market Value of one
     Share on the date of exercise over (ii) the exercise price of the right as
     specified by the Committee, which shall not be less than the Fair Market
     Value of one Share on the date of grant of the Stock Appreciation Right.
     Subject to the terms of the Plan and any applicable Award Agreement, the
     exercise price, term, methods of exercise, methods of payment or settlement
     and any other terms and conditions of any Stock Appreciation Right shall be
     as determined by the Committee, but in no event shall the term of a Stock
     Appreciation Right exceed a period of ten years from the date of its grant.

(c)  Other Stock Awards.
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      (i)   Issuance.  The Committee is authorized to grant Awards of Restricted
            --------
            Stock, Restricted Stock Units and Performance Shares to
            Participants.

      (ii)  Dividends and Dividend Equivalents.  An Award (including without
            ----------------------------------
            limitation an Option or Stock Appreciation Right) may provide the
            Participant with the right to receive dividend payments or dividend
            equivalent payments with respect to Shares subject to the Award
            (both before and after the Shares subject to the Award are earned,
            vested, or acquired), which payments may be either made currently or
            credited to an account for the Participant, and may be settled in
            cash or Shares as determined by the Committee. Any such settlements,
            and any such crediting of dividends or dividend equivalents or
            reinvestment in Shares, may be subject to such conditions,
            restrictions and contingencies as the Committee shall establish,
            including the reinvestment of such credited amounts in Share
            equivalents.

     (iii)  Restrictions.  Any such Award shall be subject to such conditions,
            ------------
            restrictions and contingencies as the Committee may impose
            (including, without limitation, any limitation on the right to vote
            Restricted Stock or the right to receive any dividend or other right
            or property), which may lapse separately or in combination at such
            time or times, as the Committee may deem appropriate, provided that
            in order for a Participant to vest in Awards of Restricted Stock,
            the Participant must remain in the employ of Olin or an Affiliate
            for a period of not less than one (1) year after the grant of a
            performance-based Restricted Stock Award, and not less than three
            (3) years after the grant of a Restricted Stock Award that is not
            performance-based, in each case, subject to Section 9 hereof and
            subject to relief for specified reasons as may be approved by the
            Committee. Notwithstanding the foregoing, the Committee may grant
            Awards for

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            Restricted Stock for an aggregate number of Shares not to exceed
            45,000 which vest in less than one (1) year after the date of grant,
            including immediate vesting.

      (iv)  Forfeiture.  Except as otherwise determined by the Committee, upon
            ----------
            termination of employment for any reason during the applicable
            restriction period, all Shares of Restricted Stock still subject to
            restriction shall be forfeited and reacquired by Olin.

      (v)   Performance-Based Awards.  The Committee may designate whether any
            ------------------------
            such Awards being granted to a Participant is intended to be
            "performance-based compensation" as that term is used in Section
            162(m) of the Code. Any Award so designated shall be conditioned on
            the achievement of one or more performance measures. Performance
            measures that may be used by the Committee for such purpose shall be
            based on one or more of the following: Pre-Tax Profit and/or
            Earnings Per Share, Cash Flow, Economic Value Added, ROE, Return on
            Capital or RONA. For Awards intended to be "performance-based
            compensation," the grant of the Awards and the establishment of the
            performance measures shall be made during the period required under
            Code Section 162(m).

(d)  Forms of Payment Under Awards.  Subject to the terms of the Plan and of any
     -----------------------------
     applicable Award agreement, payments to be made by Olin or an Affiliate
     upon the grant, exercise, or payment of an Award may be made in such form
     or forms as the Committee shall determine, including, without limitation,
     cash, Shares, other securities, other Awards, or other property or any
     combination thereof, and may be made in a single payment or transfer, in
     installments, or on a deferred basis, in each case in accordance with rules
     and procedures established by the Committee.  Notwithstanding the
     foregoing, the payment of the exercise price of an Option shall be subject
     to the following:

     (i)   Subject to the following provisions of this subsection the full
           exercise price for Shares purchased upon the exercise of any Option
           shall be paid at the time of such exercise (except that, in the case
           of an exercise arrangement approved by the Committee and described
           below, payment may be made as soon as practicable after the
           exercise).

     (ii)  The exercise price shall be payable in cash or by tendering, by
           either actual delivery of Shares or by attestation, Shares acceptable
           to the Committee, which Shares were either acquired at least six
           months before the exercise date or purchased on the open market, and
           valued at Fair Market Value as of the day of exercise, or in any
           combination thereof, as determined by the Committee.

     (iii) The Committee may permit a Participant to elect to pay the exercise
           price upon the exercise of an Option by irrevocably authorizing a
           third party to sell Shares (or a sufficient portion of the Shares)
           acquired upon exercise of an Option and remit to Olin a sufficient
           portion of the sale proceeds to pay the entire exercise price and any
           tax withholding resulting from such exercise.

(e)  Limits on Transfer of Awards.  No Award (other than Released Securities) or
     ----------------------------
     right thereunder shall be assignable or transferable by a Participant,
     other than:

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     (i)  by will or the laws of descent and distribution (or, in the case of an
          Award of Restricted Securities, to Olin); or

     (ii) in the case of Awards other than Incentive Stock Options, to the
          extent permitted under the terms of the Award, by a gift or domestic
          relations order to any Family Member, to a trust in which the
          Participant and/or his or her Family Members hold more than 50% of the
          beneficial interest, to a foundation in which the Participant and/or
          Family Members control the management of assets, and any other entity
          in which the Participant and/or his or her Family Members own more
          than 50% of the voting interests.

     For purposes of this provision, a transfer to an entity in exchange for an
     interest in that entity shall constitute a gift.

(f)  General.
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      (i)  No Cash Consideration for Awards.  Participants shall not be required
           --------------------------------
           to make any cash payment for the granting of an Award except for such
           minimum consideration as may be required by applicable law.

      (ii) Awards May Be Granted Separately or Together.  Awards may be granted
           --------------------------------------------
           either alone or in addition to, in tandem with, or in substitution
           for any other Award or any award or benefit granted under any other
           plan or arrangement of Olin or any Affiliate, or as payment for or to
           assure payment of an award or benefit granted under any such other
           such plan or arrangement, provided that the purchase or exercise
           price under an Option or other Award encompassing the right to
           purchase Shares shall not be reduced by the cancellation of such
           Award and the substitution of another Award.  Awards so granted may
           be granted either at the same time as or at a different time from the
           grant of such other Awards or awards or benefits.

     (iii) General Restrictions.  Delivery of Shares or other amounts under the
           --------------------
           Plan shall be subject to the following:

           (A) Notwithstanding any other provision of the Plan, Olin shall have
               no liability to deliver any Shares under the Plan or make any
               other distribution of benefits under the Plan unless such
               delivery or distribution would comply with all applicable laws
               (including, without limitation, the requirements of the
               Securities Act of 1933), and the applicable requirements of any
               securities exchange or similar entity.

           (B) To the extent that the Plan provides for issuance of stock
               certificates to reflect the issuance of Shares the issuance may
               be effected on a non-certificated basis, to the extent not
               prohibited by applicable law or the applicable rules of any stock
               exchange.

     (iv)  Agreement With Olin.  An Award under the Plan shall be subject to
           -------------------
           such terms and conditions, not inconsistent with the Plan, as the
           Committee shall, in its sole discretion, prescribe. The terms and
           conditions of any Award to any Participant may be reflected

                                       10
<PAGE>

             in such form of written document as is determined by the Committee.
             A copy of such document shall be provided to the Participant, and
             the Committee may, but need not, require the Participant to sign a
             copy of such document, (an "Award Agreement" regardless of whether
             any Participant signature is required).

       (v)   Beneficiary.  A Participant may, in the manner established by the
             -----------
             Committee, designate a beneficiary or beneficiaries with respect to
             any Award to exercise the rights of the Participant, and to receive
             any property distributable, upon the death of the Participant. Each
             Award, and each right under any Award, shall be exercisable, during
             the Participant's lifetime, only by the Participant or a permitted
             transferee, or, if permissible under applicable law by the
             Participant's guardian or legal representative.

       (vi)  No Lien or Security Interest.  No Award (other than Released
             ----------------------------
             Securities), and no right under any such Award, may be pledged,
             attached or otherwise encumbered other than in favor of Olin, and
             any purported pledge, attachment, or encumbrance thereof other than
             in favor of Olin shall be void and unenforceable against Olin or
             any Affiliate.

      (vii)  No Rights to Awards.  No Employee, Participant or other Person
             -------------------
             shall have any claim to be granted an Award, and there is no
             obligation for uniformity of treatment of Employees, Participants
             or beneficiaries of Awards under the Plan. The terms and conditions
             of Awards need not be the same with respect to each recipient. The
             prospective recipient of any Award under the Plan shall not, with
             respect to such Award, be deemed to have become a Participant, or
             to have any rights with respect to such Award, until and unless
             such recipient shall have executed an agreement or other instrument
             accepting the Award required by the Committee and delivered a fully
             executed copy thereof to Olin, and otherwise complied with the then
             applicable terms and conditions.

      (viii) Withholding.  All distributions under the Plan are subject to
             -----------
             withholding of all applicable taxes, and, except as otherwise
             provided by the Committee, the delivery of any Shares or other
             benefits under the Plan to a Participant are conditioned on
             satisfaction of the applicable withholding requirements. The
             Committee, in its discretion, and subject to such requirements as
             the Committee may impose prior to the occurrence of such
             withholding, may permit such withholding obligations to be
             satisfied through cash payment by the Participant, through the
             surrender of Shares which the Participant already owns, or through
             the surrender of Shares to which the Participant is otherwise
             entitled under the Plan.

       (ix)  Other Compensation Arrangements.  Nothing contained in the Plan
             -------------------------------
             shall prevent Olin or any Affiliate from adopting or continuing in
             effect other or additional compensation arrangements, and such
             arrangements may be either generally applicable or applicable only
             in specific cases.

        (x)  No Right to Employment.  The grant of an Award shall not be
             ----------------------
             construed as giving a Participant the right to be retained in the
             employ of Olin or any Affiliate. Nothing in the Plan or any Award
             Agreement shall limit the right of Olin or an Affiliate at any time
             to dismiss a Participant from employment, free from any liability
             or any claim under the Plan or the Award Agreement.

                                       11
<PAGE>

      (xi) Governing Law.  The validity, construction and effect of the Plan
           -------------
           and any rules and regulations relating to the Plan shall be
           determined in accordance with the laws of the State of Connecticut,
           excluding any conflicts or choice of law rule or principle that might
           otherwise refer construction or interpretation of this Plan or any
           award Agreement to the substantive law of another jurisdiction.

     (xii) Severability.  If any provision of the Plan or any Award is
           ------------
           determined to be invalid, illegal or unenforceable, or as to any
           Person or Award, or would disqualify the Plan or any Award, such
           provision shall be construed or deemed amended to conform to
           applicable laws, or, if it cannot be so construed or deemed amended
           without, in the determination of the Committee, materially altering
           the intent of the Plan or the Award, such provision shall be stricken
           as to such Person or Award, and the remainder of the Plan and any
           such Award shall remain in full force and effect.

   (xiii)  No Trust or Fund Created.  Neither the Plan nor any Award shall
           ------------------------
           create or be construed to create a trust or separate fund of any kind
           or a fiduciary relationship between Olin or any Affiliate and a
           Participant or any other Person. To the extent that any Person
           acquires a right to receive payments from Olin or any Affiliate
           pursuant to an Award, such right shall be no greater than the right
           of any unsecured general creditor of Olin or any Affiliate.

    (xiv)  No Fractional Shares.  No fractional Shares shall be issued or
           --------------------
           delivered pursuant to the Plan or any Award, and the Committee shall
           determine whether cash, other securities or other property shall be
           paid or transferred in lieu of any fractional Shares, or whether such
           fractional Shares or any rights thereto shall be canceled, terminated
           or otherwise eliminated.

      (xv) Share Certificates.  All certificates for Shares or other securities
           ------------------
           delivered under the Plan pursuant to any Award or the exercise
           thereof shall be subject to such stop transfer orders and other
           restrictions as the Committee may deem advisable under the Plan or
           the rules, regulations and other requirements of the Securities and
           Exchange Commission, any stock exchange upon which such Shares or
           other securities are then listed, and any applicable Federal or state
           securities laws, and the Committee may cause a legend or legends to
           be put on any such certificates to make appropriate reference to such
           restrictions.

     (xvi) Conflict with Plan.  In the event of any inconsistency or conflict
           ------------------
           between the terms of the Plan and an Award Agreement, the terms of
           the Plan shall govern.

Section 7.  Amendment and Termination.
            -------------------------

(a)  Amendments to the Plan.  The Board or the Committee may amend, suspend,
     ----------------------
     discontinue or terminate the Plan, including, without limitation, any
     amendment, suspension, discontinuation or termination that would impair the
     rights of any Participant, or any other holder or beneficiary of any Award
     theretofore granted, without the consent of any shareholder, Participant,
     other holder or beneficiary of an Award, or other Person; provided,
     however, that, notwithstanding any other provision of the Plan or any Award
     Agreement, without the

                                       12
<PAGE>

     approval of the shareholders of Olin, no such amendment, suspension,
     discontinuation or termination shall be made that would:

      (i)    increase the total number of Shares available for Awards under the
             Plan or the total number of Shares subject to one or more
             categories of Awards pursuant to Section 4(c), in either case
             except as provided in Section 4(b);

      (ii)   reduce the minimum Option exercise price, except as provided in
             Section 4(b); or

      (iii)  permit repricing of Options prohibited by Section 6(f)(ii); and

     provided further that no amendment, suspension, discontinuation or
     -------- -------
     termination (i) that would impair the rights of such Participant, holder or
     beneficiary shall be made with respect to Section 9 of the Plan after a
     Change in Control, as defined therein and (ii) may increase the amount of
     payment of any Award to any Participant.

(b)  Amendments to Awards.  The Committee may waive any conditions or rights
     --------------------
     with respect to, or amend, alter, suspend, discontinue, or terminate, any
     unexercised Award theretofore granted, prospectively or retroactively,
     without the consent of any relevant Participant or holder or beneficiary of
     an Award, provided that no amendment, alteration, suspension,
     discontinuation or termination of an Award that would impair the rights of
     such Participant, holder or beneficiary shall be made after a Change in
     Control, as defined in Section 9; provided further that the Committee may
     not increase the payment of any Award granted any Participant.

(c)  Adjustments of Awards Upon Certain Acquisitions.  In the event Olin or any
     -----------------------------------------------
     Affiliate shall assume outstanding employee awards or the right or
     obligation to make future such awards in connection with the acquisition of
     another business or another Person, the Committee may make such
     adjustments, not inconsistent with the terms of the Plan, in the terms of
     Awards as it shall deem appropriate.

(d)  Adjustments of Awards Upon the Occurrence of Certain Unusual or
     ---------------------------------------------------------------
     Nonrecurring Events.  The Committee may make adjustments in the terms and
     -------------------
     conditions of Awards in recognition of unusual or nonrecurring events
     (including, without limitation, the events described in Section 4(b)
     hereof) affecting Olin, any Affiliate, or the financial statements of Olin
     or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that statements of
     Olin or any Affiliate, or of changes in applicable laws, regulations, or
     accounting principles, whenever the Committee determines that such
     adjustments are appropriate in order to prevent dilution or enlargement of
     the benefits to be made available under the Plan.

Section 8.  Additional Conditions to Enjoyment of Awards.
            --------------------------------------------

(a)  The Committee may cancel any unexpired, unpaid or deferred Awards if at any
     time the Participant is not in compliance with all applicable provisions of
     the Award Agreement, the Plan and the following conditions:

                                       13
<PAGE>

      (i)   A Participant shall not render services for any Person or engage,
            directly or indirectly, in any business which, in the judgment of
            the Committee is or becomes competitive with Olin or any Affiliate,
            or which is or becomes otherwise prejudicial to or in conflict with
            the interests of Olin or any Affiliate. Such judgment shall be based
            on the Participant's positions and responsibilities while employed
            by Olin or an Affiliate, the Participant's post employment
            responsibilities and position with the other Person or business, the
            extent of past, current and potential competition or conflict
            between Olin or an Affiliate and the other Person or business, the
            effect on customers, suppliers and competitors of the Participant's
            assuming the post employment position, the guidelines established in
            the then current edition of Olin's Standards of Ethical Business
            Practices, and such other considerations as are deemed relevant
            given the applicable facts and circumstances. The Participant shall
            be free, however, to purchase as an investment or otherwise, stock
            or other securities of such Person or business so long as they are
            listed upon a recognized securities exchange or traded over the
            counter, and such investment does not represent a substantial
            investment to the Participant or a greater than 1% equity interest
            in the organization or business.

      (ii)  Participant shall not, without prior written authorization from
            Olin, disclose to anyone outside Olin, or use in other than Olin's
            business, any secret or confidential information, knowledge or data,
            relating to the business of Olin or an Affiliate in violation of his
            or her agreement with Olin or the Affiliate.

      (iii) A Participant, pursuant to his or her agreement with Olin or an
            Affiliate, shall disclose promptly and assign to Olin or the
            Affiliate all right, title and interest in any invention or idea,
            patentable or not, made or conceived by the Participant during
            employment by Olin or the Affiliate, relating in any manner to the
            actual or anticipated business, research or development work of Olin
            or the Affiliate and shall do anything reasonably necessary to
            enable Olin or the Affiliate to secure a patent where appropriate in
            the United States and in foreign countries.

(b)  Notwithstanding any other provision of the Plan, the Committee in its sole
     discretion may cancel any Award at any time prior to the exercise thereof,
     if the employment of the Participant shall be terminated, other than by
     reason of death, unless the conditions in this Section 8 are met.

(c)  Failure to comply with the conditions of this Section 8 prior to, or during
     the six months after, any exercise, payment or delivery pursuant to an
     Award shall cause the exercise, payment or delivery to be rescinded.  Olin
     shall notify the Participant in writing of any such rescission within two
     years after such exercise payment or delivery and within 10 days after
     receiving such notice, the Participant shall pay to Olin the amount of any
     gain realized or payment received as a result of the exercise, payment or
     delivery rescinded.  Such payment shall be made either in cash or by
     returning to Olin the number of Shares that the Participant received in
     connection with the rescinded exercise, payment or delivery.

(d)  Upon exercise, payment or delivery pursuant to an Award, the Committee may
     require the Participant to acknowledge the terms and conditions of the Plan
     and to certify on a form acceptable to the Committee, that he or she is in
     compliance with the terms and conditions of the Plan.

                                       14
<PAGE>

(e)  Nothing herein shall be interpreted to limit the obligations of a
     Participant under his or her employee agreement or any other agreement with
     Olin.

Section 9.  Change in Control.
            -----------------

(a)  Except as the Board or the Committee may expressly provide otherwise prior
     to a Change in Control of Olin (as defined below) in the event of a Change
     in Control of Olin:

      (i)    all Options and Stock Appreciation Rights then outstanding shall
             become immediately and fully exercisable, notwithstanding any
             provision therein for the exercise in installments;

      (ii)   all restrictions and conditions of all Restricted Stock and
             Restricted Stock Units then outstanding shall be deemed satisfied
             as of the date of the Change in Control; and

      (iii)  all Performance Share Awards shall become vested, deemed earned in
             full and promptly paid to the Participants, cash units in cash and
             phantom stock units in the Shares represented thereby or such other
             securities, property or cash as may be deliverable in respect of
             Shares as a result of a Change in Control, without regard to
             payment schedules and notwithstanding that the applicable
             performance cycle or retention cycle shall not have been completed.

(b)  A Change in Control of Olin means:

      (i)   Olin ceases to be, directly or indirectly, owned by at least 1,000
            stockholders;

     (ii)   A person, partnership, joint venture, corporation or other entity,
            or two or more of any of the foregoing acting as a "person" within
            the meaning of Section 13(d)(3) of the Securities Exchange Act of
            1934, as amended (the "Act"), other than Olin, a majority-owned
            subsidiary of Olin or an employee benefit plan (or the plan's
            related trust) of Olin or such subsidiary, become(s) the "beneficial
            owner" (as defined in Rule 13d-3 under such Act) of 20% or more of
            the then outstanding voting stock of Olin;

     (iii)  During any period of two consecutive years, individuals who at the
            beginning of such period constitute Olin's Board of Directors
            (together with any new Director whose election by Olin's Board of
            Directors or whose nomination for election by Olin's stockholders
            was approved by a vote of at least two-thirds of the Directors then
            still in office who either were directors at the beginning of such
            period or whose election or nomination for election was previously
            so approved) cease for any reason to constitute a majority of the
            directors then in office;

     (iv)   All or substantially all of the business of Olin is disposed of
            pursuant to a merger, consolidation or other transaction in which
            Olin is not the surviving corporation or Olin combines with another
            company and is the surviving corporation (unless the shareholders of
            Olin immediately following such merger, consolidation, combination,
            or other transaction beneficially own, directly or indirectly, more
            than 50% of the aggregate voting stock or other ownership interests
            of (x) the entity or entities, if any,

                                       15
<PAGE>

            that succeed to the business of Olin or (y) the combined company) or

     (v)    Approval by Olin's shareholders of (i) a sale of all or
            substantially all the assets of Olin or (ii) a liquidation or
            dissolution of Olin.

(c)  In the event that a Participant participates or agrees to participate by
     loan or equity investment (other than through ownership of less than 1% of
     publicly traded securities of another company) in a transaction
     ("acquisition") which would result in an event described in Section 9(b)(i)
     or (ii), the Participant must promptly disclose such participation or
     agreement to Olin.  If the Participant so participates or agrees to
     participate, no benefits or payments due under the Plan or by virtue of the
     Change in Control provisions contained in any compensation or benefit plan
     of Olin will be paid to the Participant until the acquiring group in which
     the Participant participates or agrees to participate has completed the
     acquisition.  In the event the Participant so participates or agrees to
     participate and fails to disclose his participation or agreement, the
     Participant will not be entitled to any benefits or payments under the Plan
     or by virtue of Change in Control provisions in any Olin compensation or
     benefit plan, notwithstanding any of the terms hereof or thereof.

(d)  Anything in the Plan to the contrary notwithstanding, in the event that it
     shall be determined that any benefit, payment or distribution by Olin to or
     for the benefit of the Participant (whether paid or payable or distributed
     or distributable) pursuant to the terms of the Plan but determined without
     regard to any additional payments required under this Section 9(d), would
     be subject to the excise tax imposed by Section 4999 of the Internal
     Revenue Code of 1986, as amended, the Participant shall be entitled to
     receive an additional payment (the "Gross-Up Payment") in an amount equal
     to (i) the amount of the excise tax imposed on the Participant in respect
     of the benefits or payments received pursuant to the Plan (the "Excise
     Tax") plus (ii) all federal, state and local income, employment and excise
     taxes (including any interest or penalties imposed with respect to such
     taxes) imposed on the Participant in respect of the Gross-Up Payment, such
     that after payments of all such taxes (including any applicable interest or
     penalties) on the Gross-Up Payment, the Participant retains a portion of
     the Gross-Up Payment equal to the Excise Tax, provided that, if the
     Participant receives a Gross-Up Payment with respect to benefits or
     payments received under the Plan pursuant to another benefit or
     compensation plan or agreement, the Gross-Up Payment under this Section
     9(d) shall be reduced by the amount of such other Gross-Up Payments paid in
     respect to the Excise Tax due as the result of the benefits or payments
     received under the Plan.

Section 10.  Effective Date and Term.
             -----------------------

Subject to the approval of Olin's shareholders at the 2000 annual shareholders
meeting the Plan shall be effective as of January 27, 2000 (the "Effective
Date"); provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of Olin at such annual meeting.  The
Plan shall be unlimited in duration and, in the event of Plan termination, shall
remain in effect as long as any Awards under it are outstanding; provided;
however, that, to the extent required by the Code, no Incentive Stock Option may
be granted under the Plan on a date that is more than ten years from the date
the Plan is adopted.

                                       16
</TEXT>
</DOCUMENT>
