OLIN SENIOR EXECUTIVE PENSION PLAN

1.1   Establishment and Restatement of Plan .  Olin Corporation (the “Company” or “Olin”) hereby amends and restates its Olin Senior Executive Pension Plan (the “Plan”).  The Plan was originally adopted by Olin’s Board of Directors on September 27, 1984, amended from time to time thereafter and is now amended and restated, 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 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 .  The purpose of this Plan is to attract and retain a management group capable of assuring Olin’s future success by providing them with supplemental retirement income under this Plan.  This Plan is intended to be an unfunded, nonqualified deferred compensation plan for a select group of management or highly compensated employees.

1.3   Freeze of the Plan as of December 31, 2007 .  Notwithstanding anything in the Plan (including, without limitation, Article III) to the contrary, the Plan is hereby frozen with respect to Participants effective as of December 31, 2007.  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.

1.4   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) who have already commenced Plan benefits (including those who have been paid in full) (the “Retired Participants”),

(ii)   terminated vested Participants not yet in pay status whose Plan 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) 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 .  Participation in the Plan was frozen as of December 31, 2007 and no new Participants shall be permitted after such date.  As provided hereinafter, the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) shall have the power to remove any Participant from the Plan, whether or not he or she has begun to receive benefits hereunder.

Any Participant may be removed from the Plan by the Compensation Committee at any time “for cause”, as determined by the Compensation Committee in its sole discretion, whether or not the Participant has begun to receive payments under the Plan,  and whether or not the Participant’s employment has been terminated.  “Cause” shall include, without limitation, rendering services in any capacity to a competitor of the Company without the consent of the Compensation Committee.  Neither the Participant nor his spouse shall be entitled to receive any payments from the Plan from and after the date of the removal of the Participant nor have any cause of action as a result of such removal.  The Participant (or his spouse) shall not be required to return any payments made prior to removal of the Participant from the Plan.

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.  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   Benefit Formula . Upon retirement, as hereinafter provided and subject to Section 1.3, a Participant shall be entitled to receive an annual “Retirement Allowance Benefit” equal to the lesser of (a) and (b) below:

(a)   three percent (3%) of the Participant’s Average Compensation, multiplied by his Years of Benefit Service credited while the employee was a Participant in this Plan, plus one and one-half percent (1.5%) of the Participant’s Average Compensation multiplied by his Years of Benefit Service credited under all qualified plans of Olin Corporation or its affiliates while the employee was not a Participant in this Plan, provided that the resulting percentage of Average Compensation shall be reduced by one-third of one percent (1/3%) for each month by which the Participant’s benefits begin prior to his sixty-second (62nd) birthday; reduced by the sum of

(i)   the Participant’s annual retirement allowance payable from all Olin qualified and nonqualified defined benefit pension plans of the Company and all Employing Companies, including, without limitation, the Olin Corporation Employees Pension Plan which was previously known as the Nonbargaining Employees’ Pension Plan of Olin Corporation and prior to that as the Olin Salaried Pension Plan (all such plans being collectively referred to in this Plan as the “Olin Employees Pension Plan”), and the equivalent actuarial value of any other arrangement with the Company which the Plan Administrator, in its sole discretion, determines to be a pension supplement (collectively referred to hereinafter as the “Other Olin Plans”) ; and

(ii)   fifty percent (50%) of the Participant’s Primary Social Security Benefit.

(b)   fifty percent (50%) of the Participant’s Average Compensation, reduced by the sum of

(i)   the amount of annual retirement benefits from the Olin Employees Pension Plan and all Other Olin Plans and all qualified and non-qualified deferred compensation plans of the Participant’s previous and subsequent employers; and

(ii)   fifty percent (50%) of the Participant’s Primary Social Security Benefit.

(c)   For purposes of this benefit formula, “Average Compensation”, “Years of Benefit Service”, and “Primary Social Security Benefit” shall have the same definition as that contained in the Olin Employees Pension Plan; provided, however, that (i) Average Compensation under this Plan shall include deferred amounts of regular salary and deferrals under management incentive plans (other than the Performance Share Programs and other long-term incentive and long-term bonus plans); (ii) in calculating Average Compensation, executive severance which is payable to certain Participants under employment agreements shall be treated as if paid over the number of months used to calculate the amount of such severance, even if such severance is received in a lump sum; (iii) Average Compensation shall be calculated without regard to the dollar limitations imposed by Section 401(a)(17) of the Internal Revenue Code; and (iv) Years of Benefit Service shall include service imputed as a result of treating executive severance as having been received over the number of months used to calculate such severance.  Notwithstanding the preceding, the Plan was frozen as of December 31, 2007, and Average Compensation, Years of Benefit Service and Primary Social Security Benefit shall all be determined as of December 31, 2007 (or such earlier date as applicable).

(d)   The annual retirement allowances payable under the Olin Employees Pension Plan, Other Olin Plans and from the qualified and non-qualified deferred compensation plans of the Participant’s previous and subsequent employers, which are to be used to reduce the benefit payable under (a) or (b) above, shall be determined assuming (i) that the Participant selected a 50% joint and survivor annuity under such plans, (ii) began receiving benefits thereunder at their actual or estimated commencement date (rather than the commencement date for benefits under this Plan), and (iii) using the actuarial equivalent factors specified in the plans which are the subject of the offset or, if such factors are not reasonably available, such reasonable factors as may, from time to time, be elected by the Plan Administrator.

4.1   409A Participants .

(a)   Benefit Commencement Date .  A 409A Participant shall commence Retirement Allowance Benefits upon termination of employment with the Company if such 409A Participant is at least age 55 at time of termination, or shall commence at age 65 if such 409A Participant is less than age 55 at time of termination.  Notwithstanding the preceding sentence, any 409A Participant who has completed at least seven (7) Years of Creditable Service (as defined in the Olin Employees Pension Plan) 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 Retirement Allowance 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”), “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 Global (and their affiliates, and/or any successor thereto).  Service with Global (and their affiliates, and/or any successor thereto) shall be credited toward Years of Creditable Service for purposes of determining benefit commencement timing, but shall not be treated as “Years of Benefit Service” 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 Retirement Allowance 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 Olin Employees Pension 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 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 Retirement Allowance Benefits that would otherwise be payable in 2008, nor may such election cause Retirement Allowance 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 Retirement Allowance Benefits 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 Retirement Allowance 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 Retirement Allowance 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 Retirement Allowance 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 Participant (assuming he was retirement eligible) under the Olin Employees Pension 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 Retirement Allowance Benefits (including the change in payment election provisions under paragraph (d) above) 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 Retirement Allowance Benefit payments under the Plan, the 409A Participant is a Specified Employee (as defined and determined under Code Section 409A), th