O.I. CORPORATION EMPLOYEE STOCK PURCHASE PLAN

1.             PURPOSE.   This Employee Stock Purchase Plan (the “Plan”) is intended to encourage ownership of the common stock, par value $0.10 per share (the “Common Stock”), of O.I. Corporation (the “Company”) by eligible employees of the Company so that the employees may acquire or increase their proprietary interest in the Company.  The Plan is intended to facilitate this objective (i) by providing a procedure for regular payroll deductions to allow for the purchase of shares of Common Stock on a quarterly basis and (ii) by allowing eligible employees to purchase such shares without payment of any brokerage fees or commissions.  Subject to adjustment pursuant to Paragraph 10 hereof, 200,000 shares of Common Stock are authorized for distribution under this Plan.

2.             ADMINISTRATION AND INTERPRETATION.   The Plan shall be administered by a committee (the “Committee”) consisting of not less than three members of the Board of Directors of the Company (the “Board”) appointed by and serving at the pleasure of the Board.  All members of the Committee shall be “disinterested persons” within the meaning of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934.  The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee.  The Committee may prescribe, amend, and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan, and any determination by the Committee under any provision of the Plan shall be final and conclusive for all purposes.  A majority of the members of the Committee shall constitute a quorum and the acts of a majority of the members present at a meeting or the acts of a majority of the members evidenced in writing shall be the acts of the Committee.  The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable.  The day-to-day administration of the Plan may be carried out by such officers and employees of the Company as shall be designated from time to time by the Committee.

Neither the Committee nor the members thereof shall be liable for any act, omission, interpretation, construction, or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including counsel fees) arising therefrom to the full extent permitted by law, the Company’s Articles of Incorporation and the Company’s Bylaws.  The members of the Committee shall be named as insured parties under any directors and officers liability insurance coverage which may be in effect from time to time.

3.             TERM OF THE PLAN.   The Plan will become effective as of January 1, 1989, and will remain in effect until December 31, 2018 (except for completion of payroll deductions, return of excess deductions, and delivery of stock certificates) unless earlier terminated pursuant to Section 9 hereof or by action of the Board.

4.             ELIGIBILITY.   Any person who is a full-time employee of the Company is eligible to participate in the Plan.  Part-time, temporary, contract, and seasonal workers are not eligible.  A part-time employee is one whose customary employment is 20 hours or less per week.  A temporary employee is one whose customary employment is not more than 5 months in any calendar year.

5.             PARTICIPATION.   Participation in the Plan is optional.  An eligible employee may participate in the Plan with respect to any calendar quarter.  Participation in the Plan in one calendar quarter does not require participation during any other calendar quarter.  In order to participate in the Plan, an eligible employee must submit a subscription contract to purchase shares of Common Stock, on a form to be provided by the Committee, on or before the 15 ^th day of the month preceding the first calendar quarter of participation, provided that subscription contracts relating to the calendar quarter commencing January 1, 1989 may be submitted at any time on or before December 30, 1988.  No subscription contract will be accepted from an employee who is not on the payroll on the 15 ^th day of the month preceding the first calendar quarter covered by such employee’s subscription contract.  To participate in the Plan with respect to any calendar quarter, an employee must be an eligible employee on the first day of such quarter.  An employee participating in the Plan may terminate his or her participation by giving written notice of such termination to the Committee on or prior to the 15 ^th day of the last month of any calendar quarter, and such termination will be effective as of the last day of such quarter.  Any employee who terminates participation in the Plan may later participate in the Plan by following the procedure set forth above with respect to initial participation in the Plan.

6.             PAYROLL DEDUCTIONS.   Except as provided below in this Section 6, subscriptions will be payable by means of payroll deductions only, and no subscriber may satisfy his or her subscription by the payment of a lump sum of cash.  Notwithstanding the foregoing, if a participant’s employment with the Company is terminated on or after the first day of any calendar quarter, such participant may continue to participate in the Plan with respect to such quarter if, and only if, such participant makes a cash payment in an amount equal to the difference between the amount of pay actually deducted from such participant’s pay for such quarter and the subscription amount for such quarter.

Each subscriber will authorize pursuant to a subscription contract, a deduction from his or her pay with respect to each calendar quarter in a dollar amount not to exceed 10% of such subscriber’s pay prior to deduction of withholdings, taxes, and any elective salary reduction amounts deducted pursuant to Section 401(k) or Section 125 of the Internal Revenue Code of 1986, as amended (“Gross Pay”) for the first calendar quarter covered by such subscription contract.  Such dollar amount will be reduced from time to time, without any specific authorization from the participant, to the extent necessary to prevent the dollar amount deducted from such participant’s pay for any calendar quarter to exceed 10% of such participant’s Gross Pay for such quarter.  A participant’s quarterly deduction amount will be deducted from the pay of such subscriber in equal installments for each of the payroll periods within each calendar quarter.  A Participant may increase the dollar amount (up to 10% of such subscriber’s then current quarterly Gross Pay) or decrease the dollar