OLIN SUPPLEMENTARY AND DEFERRAL BENEFIT PENSION PLAN

1.1   Restatement of Plan .  Olin Corporation (the “Company”) hereby amends and restates the Olin Supplementary and Deferral Benefit Pension Plan effective as of October 24, 2008.  The provisions of this restated Plan are generally only applicable to Participants in the employ of the Company on or after the effective date of such provisions. Participants who terminated prior to that date (or the Surviving Spouses or Beneficiaries of such Participants) shall be eligible for benefits, if any, under the terms of the Plan then in effect, or as subsequently amended such that the amended terms apply to such persons.

1.2   Purpose of Plan .  The purpose of this Plan is to provide benefits to certain current and former salaried employees of the Company and other Employing Companies whose benefits (“Qualified Plan Benefits”) under the Olin Corporation Employees Pension Plan (the “Qualified Plan”) are limited (i) by Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) by the limitations on compensation that can be taken into account in calculating Qualified Plan Benefits under Section 401(a)(17) of the Code, and (iii) by the inability to include in compensation for Qualified Plan Benefits any salary and awards of management incentive compensation that have been deferred by Participants into non-qualified plans or arrangements.  These limitations are collectively referred to herein as “Benefit Limitations”.  This Plan is intended to provide such Participants and their Beneficiaries with benefits (“Supplemental Pension Benefits”) equal to the difference between what their Qualified Plan Benefits would be absent the Benefit Limitations, and what their Qualified Plan Benefits would be with the imposition of the Benefit Limitations.

1.3   Nature of Plan .  This Plan is divisible into two components: that portion which provides for benefits in excess of the Code Section 415 limits and, therefore, is intended to qualify for the “excess benefit plan” exemption from the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and that portion which provides for benefits in excess of applicable compensation limits and applicable compensation exclusions under the Qualified Plan, and is intended to be a supplemental executive retirement plan for a select group of management or highly compensated employees.

1.4   Freeze of the Plan as of December 31, 2007 .  Notwithstanding anything in the Plan (including, without limitation, Article III) to the contrary, the Plan was frozen with respect to Participants effective as of December 31, 2007.  The freeze of the Plan corresponded to a similar freeze of the Qualified Plan as of the same date.  Participants will be eligible to accrue benefits under the Plan through December 31, 2007 but will not accrue any additional benefits under the Plan after that date.  Service by Participants after December 31, 2007 will count toward meeting the eligibility requirements for commencing a Plan benefit (including early retirement benefits), but not toward the determination of any benefit amount under the Plan.  Additionally, compensation earned by Participants after 2007 will not count toward the determination of any benefit amounts under the Plan.

Benefits (if any) will be paid to Participants at such time a Participant is eligible to begin to receive benefits under the applicable terms of the Plan, and shall be subject to any applicable early retirement reductions, payment form adjustments or other adjustments as otherwise provided herein.

Notwithstanding the preceding paragraphs and the general freeze of the Plan, certain Participants who transferred to Primex Technologies, Inc. or its affiliates (“Primex”) will continue to accrue benefits after December 31, 2007, due to compensation with Primex (or, after January 25, 2001, General Dynamics Corporation and its affiliates (or any successor thereafter)) earned after 2007 being required to be taken into consideration under the Qualified Plan for such persons.

1.5   Code Section 409A .  This restatement of the Plan set forth herein is intended to comply with the applicable requirements of Code Section 409A, as set out by the American Jobs Creation Act of 2004 and supplemented by the additional guidance provided by the Treasury Department.  As of the restatement date, the Participants in the Plan can be split into three categories:

(i)   Participants (or Surviving Spouses or Beneficiaries) who have already commenced Supplemental Pension Benefits (including those who have been paid in full) (the “Retired Participants”),

(ii)   terminated vested Participants not yet in pay status whose Supplemental Pension Benefits are determined under Code Section 409A to be completely (x) attributable to amounts deferred in taxable years beginning before January 1, 2005, and (y) not subject to Code Section 409A (the “Grandfathered Participants”), and

(iii)   all other Participants (the “409A Participants”).

Retired Participants shall be unaffected by the restatement and shall continue to receive Plan benefits, if any, pursuant to the prior terms of the Plan applicable to them.  Grandfathered Participants and 409A Participants (and their applicable Surviving Spouses or Beneficiaries) shall be paid Plan benefits, if any, in the time and form of payment as determined under the terms of the restated Plan.

2.1   Participation .  Any Employee who is eligible to receive a Qualified Plan Benefit from the Company, the amount of which is reduced by reason of the application of a Benefit Limitation shall be eligible to receive a Supplemental Pension Benefit as provided in this Plan.  Notwithstanding the foregoing, participation in the Plan was frozen as of December 31, 2007 and no new Participants shall be permitted after such date.

2.2   Transfer of Arch Employees and Reserves.   As of February 8, 1999, the effective date of the spin-off of Arch Chemicals, Inc. (“Arch”) from the Company (the “Arch Spin-off Date”), the employment of certain Company employees, who were defined as “Arch Employees” within the meaning of the Employee Benefits Allocation Agreement as of the same date, was transferred to Arch or its affiliated companies. Those Arch Employees who had been participating in this Plan immediately commenced participation in a non-qualified pension plan of Arch (the “Arch Plan”), and Olin transferred to Arch the reserves reflecting the value of the accrued liabilities of such employees under this Plan; provided however that no transfer occurred with respect to an Arch Employee until such Employee released Olin and its affiliates, and the Plan, from any liability or claim for benefits with respect to such Employee’s participation in this Plan.  From and after the Arch Spin-off Date, neither Olin nor this Plan shall have any liability with respect to the former participation by such Arch Employees in this Plan.  References to the Arch Plan in this Plan are descriptive only, and neither the Company nor this Plan guaranties any payments or rights under the Arch Plan.

3.1   Amount of Benefit . The Supplemental Pension Benefit payable to a Participant shall be a monthly amount equal to the difference between (a) and (b) below:

(a)   the monthly amount of the Qualified Plan Benefit to which the Participant would have been entitled had such benefit been calculated (i) with the applicable compensation including deferrals of regular salary and awards under the management incentive plan into non-qualified plans, and (ii) without regard to the Benefit Limitations imposed by Sections 415 and 401(a)(17) of the Code; and

(b)   the monthly amount of the Qualified Plan Benefit actually payable to the Participant.

The amounts described in (a) shall be calculated as of the date that the Participant terminates service with the Company and all other Employing Companies (or December 31, 2007, if earlier), in the form of a single life annuity payable over the lifetime of the Participant commencing at his Normal Retirement Date (or, if later, his actual retirement date); provided, however, that the applicable calculation date for a Participant who transferred to Primex who continues to accrue benefits under the Qualified Plan after December 31, 2007 shall be the date such Participant terminates with Primex.

4.1   409A Participants .

(a)   Benefit Commencement Date .  A 409A Participant shall commence Supplemental Pension Benefits upon the later of (i) termination of employment with the Company and (ii) age 55 if the 409A Participant has at least ten (10) Years of Creditable Service (as defined in the Qualified Plan) at the time of such termination or age 65 if the 409A Participant has less than ten (10) Years of Creditable Service at the time of such termination.  Notwithstanding the preceding sentence, any 409A Participant who has completed at least seven (7) Years of Creditable Service and who is at least age fifty-two (52) and less than age fifty-five (55) on the date his service is terminated by the Company (without taking into account any severance period) other than (i) for cause or (ii) as a result of a voluntary termination, shall commence Supplemental Pension Benefits upon the later of (i) age 55 or (ii) the date such 409A Participant would have obtained ten (10) Years of Creditable Service had such person continued working.

In the case of 409A Participants who transfer directly at the time of the applicable sale to Global Brass and Copper Acquisition Co. (“Global”) or spin-off of Primex (or who, in the case of Primex only, transfer directly to Primex within five (5) years of the spin-off of Primex), “termination of employment with the Company” or “terminated by the Company” under the prior paragraph shall be construed to mean termination of service from or by the transferee employer.  Service with Global (and their affiliates, and/or any successor thereto) or Primex (or, after January 25, 2001, General Dynamics Corporation and its affiliates (or any successor thereafter)) shall be credited toward Years of Creditable Service for purposes of determining benefit commencement timing, but shall not be considered for the purpose of calculating the amount of the benefit under this Plan.

(b)   Form of Payment Election.   For the transition period beginning January 1, 2008 and ending December 31, 2008, any 409A Participant may elect to have his Supplemental Pension Benefits payable in (i) a single lump sum or (ii) any annuity optional form of payment then currently available to the 409A Participant (assuming he was retirement eligible) under the Qualified Plan.  Such payment election shall be made in accordance with Code Section 409A (and applicable Internal Revenue Service transition relief) and subject to the following provisions.  After December 31, 2008, any then effective transition payment election shall be irrevocable for the duration of a 409A Participant’s participation in the Plan except as set forth in paragraph (d) below.  No payment election made in 2008 under this transition relief will apply to Supplemental Pension Benefits that would otherwise be payable in 2008, nor may such election cause Supplemental Pension Benefits to be paid in 2008 that would not otherwise be payable in 2008.  No payment election under this transition relief may be made retroactively, or when Supplemental Pension Benefit payments are imminent.

(c)   Timely Election Failure.   Failure to make a timely form of payment election as provided in paragraph (b) above will result in such 409A Participant being deemed to have elected a single lump sum payment with respect to his Supplemental Pension Benefits.  Such deemed election shall be irrevocable for the duration of a 409A Participant’s participation in the Plan except as set forth in paragraph (d) below.   To the extent that a 409A Participant elects to receive an annuity optional form of payment, but does not timely elect the specific annuity optional form of payment as provided herein, such 409A Participant shall be deemed to have elected a single life annuity if single or shall be deemed to have elected a 50% joint and survivor annuity if married (with the spouse as beneficiary).

(d)   Subsequent Change in Form of Payment Election.   A 409A Participant may change the form of payment election with respect to the his Supplemental Pension Benefits so long as: (i) the new payment election is made at least twelve (12) months before the original payment commencement date, (ii) the new payment election does not take effect until at least twelve (12) months after the date on which such election is made, and (iii) the original payment commencement date as determined in paragraph (a) is deferred for a period of five (5) years.

Notwithstanding the foregoing, to the extent that a 409A Participant’s payment form election with respect to his Supplemental Pension Benefits is a “life annuity” (as defined under Code Section 409A), the 409A Participant may change such election to any annuity optional form of payment then currently available to the 409A Participant (assuming he was retirement eligible) under the Qualified Plan provided that:

(1)   such optional form is also a “life annuity” (as defined under Code Section 409A) which is actuarially equivalent (as determined under Code Section 409A);

(2)   such election to change is timely made before the first scheduled annuity payment date of the original election; and

(3)   such first scheduled annuity payment date does not change as a result of the new election.

(e)   Election Forms .  The elections with respect to a 409A Participant’s Supplemental Pension Benefits (including the change in payment election provisions under paragraph (d) above) provided shall be made on a form approved by the Committee and filed with the Committee in the time and manner prescribed by the Committee.

(f)   Six Month Delay Rule .  If, at the time the 409A Participant becomes entitled to Supplemental Pension Benefit payments under the Plan, the 409A Participant is a Specified Employee (as defined and determined under Code Section 409A), then, notwithstanding any other provision in the Plan to the contrary, the following provision shall apply.  No Supplemental Pension Benefit payments considered deferred compensation under Code Section 409A, which are payable upon a 409A Participant’s termination as determined under Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to the 409A Participant until the date that is six (6) months after the 409A Participant’s termination.  Any such Supplemental Pension Benefit payments that would otherwise have been paid to the 409A Participant during this six-month period shall instead be aggregated and paid to the 409A Participant on the date that is six (6) months after the 409A Participant’s termination.  Any Supplemental Pension Benefit payments to which the 409A Participant is entitled to be paid after the date that is six (6) months after the 409A Participant’s termination shall be paid to the 409A Participant in accordance with the applicable terms of this Plan.

(g)   Payments .  Notwithstanding anything in the foregoing, a Supplemental Pension Be