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<SEC-DOCUMENT>/in/edgar/work/0000950130-00-005961/0000950130-00-005961.txt : 20001114
<SEC-HEADER>0000950130-00-005961.hdr.sgml : 20001114
ACCESSION NUMBER:		0000950130-00-005961
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLIN CORP
		CENTRAL INDEX KEY:			0000074303
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2800
]		IRS NUMBER:				131872319
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-01070
			FILM NUMBER:		759519
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		501 MERRITT 7
				STREET 2:		P O BOX 4500
				CITY:			NORWALK
				STATE:			CT
				ZIP:			06856
				BUSINESS PHONE:		2037503000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		OLIN CORP
					STREET 2:		501 MERRITT 7 PO BOX 4500
					CITY:			NORWALK
					STATE:			CT
					ZIP:			06851
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	OLIN MATHIESON CHEMICAL CORP
						DATE OF NAME CHANGE:	19691008
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          September 30, 2000
                               ---------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to
                               ------------------------------------------------

Commission file number                       1-1070
                       --------------------------------------------------------


                                Olin Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Virginia                                13-1872319
- --------------------------------------------------------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)


             501 Merritt 7, Norwalk, CT                      06851
- --------------------------------------------------------------------------------
      (Address of principal executive offices)             (Zip Code)


                                 (203) 750-3000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
   (Former name, address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes        X          No
        --------          ----------


As of October 31, 2000, there were outstanding 44,736,409 shares of the
registrant's common stock.
<PAGE>

Part I - Financial Information
  Item 1.  Financial Statements.

                 OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
                            Condensed Balance Sheets
                      (In millions, except per share data)

                                                 Unaudited
                                                September 30,    December 31,
                                                    2000            1999
                                                  --------        --------
ASSETS
- ------
Cash and cash equivalents                         $   42.2        $   21.0
Short-term investments                                25.0            25.0
Accounts receivable, net                             255.2           196.4
Inventories                                          195.4           208.4
Income taxes receivable                               19.7            32.7
Other current assets                                  17.2            20.4
                                                  --------        --------
  Total current assets                               554.7           503.9
Property, plant and equipment
 (less accumulated depreciation
  of $1,166.0 and $1,127.2)                          467.0           467.8
Other assets                                          87.8            91.7
                                                  --------        --------
Total assets                                      $1,109.5        $1,063.4
                                                  ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Short-term borrowings and current
  installments of long-term debt                  $    1.0        $    1.0
Accounts payable                                     107.1           115.2
Income taxes payable                                   8.6             4.2
Accrued liabilities                                  150.0           131.9
                                                  --------        --------
  Total current liabilities                          266.7           252.3
Long-term debt                                       228.1           229.2
Deferred income taxes                                 59.4            50.7
Other liabilities                                    207.6           221.7
Commitments and contingencies
Shareholders' equity:
  Common stock, par value $1 per share:
     Authorized 120.0 shares
      Issued 45.1 shares                              45.1            45.1
  Additional paid-in capital                         235.0           233.7
  Accumulated other comprehensive loss               (11.5)           (9.5)
  Retained earnings                                   79.1            40.2
                                                  --------        --------
  Total shareholders' equity                         347.7           309.5
                                                  --------        --------
 Total liabilities and shareholders' equity       $1,109.5        $1,063.4
                                                  ========        ========



- -----------------------------------
The accompanying Notes to Condensed Financial Statements are an integral part of
the condensed financial statements.
<PAGE>

                 OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   Condensed Statements of Income (Unaudited)
                     (In millions, except per share amounts)


<TABLE>
<CAPTION>
                                                             Three Months             Nine Months
                                                          Ended September 30,      Ended September 30,
                                                          -------------------      -------------------
                                                          2000         1999         2000          1999
                                                        ---------   ---------    ---------     ---------
<S>                                                     <C>         <C>          <C>           <C>
Sales                                                   $   392.8   $   354.1    $ 1,133.3     $   973.7
Cost of goods sold                                          319.8       309.7        923.7         843.9
Selling and administration                                   31.2        31.8         90.8          95.1
Research and development                                      1.3         1.6          4.1           4.9
Earnings(loss) of non-consolidated affiliates                 0.7        (2.9)         1.1          (8.8)
Interest expense                                              3.9         4.2         11.8          12.1
Interest income                                               0.4         0.2          0.7           1.8
Other income                                                  0.1         0.3          2.1           1.0
                                                        ---------   ---------    ---------     ---------
  Income from continuing operations before taxes             37.8         4.4        106.8          11.7
Income taxes                                                 14.4         1.8         40.8           4.7
                                                        ---------   ---------    ---------     ---------
Income from continuing operations                            23.4         2.6         66.0           7.0
  Income from discontinued operations, net of taxes             -           -            -           4.4
                                                        ---------   ---------    ---------     ---------
Net income                                              $    23.4   $     2.6    $    66.0     $    11.4
                                                        =========   =========    =========     =========

Net income per common share:
Basic:
  Continuing operations                                 $    0.52   $    0.06    $    1.46     $    0.16
  Discontinued operations                                       -           -            -          0.09
                                                        ---------   ---------    ---------     ---------
Total net income                                        $    0.52   $    0.06    $    1.46     $    0.25
                                                        =========   =========    =========     =========

Diluted:
  Continuing operations                                 $    0.52   $    0.06    $    1.46     $    0.16
  Discontinued operations                                       -           -            -          0.09
                                                        ---------   ---------    ---------     ---------
Total net income                                        $    0.52   $    0.06    $    1.46     $    0.25
                                                        =========   =========    =========     =========

Dividends per common share                              $    0.20   $    0.20    $    0.60     $    0.70
Average common shares outstanding:
  Basic                                                      45.1        45.2         45.1          45.5
  Diluted                                                    45.2        45.2         45.2          45.5

</TABLE>


- -----------------------------------
The accompanying Notes to Condensed Financial Statements are an integral part of
the condensed financial statements.
<PAGE>

                 OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
                 Condensed Statements of Cash Flows (Unaudited)
                                  (In millions)



<TABLE>
<CAPTION>
                                                                             Nine Months
                                                                         Ended September 30,
                                                                         -------------------
                                                                         2000           1999
                                                                         -----          -----
Operating activities
- --------------------
<S>                                                                      <C>            <C>
Income from continuing operations                                        $66.0          $ 7.0
Adjustments to reconcile income from continuing operations to
  net cash and cash equivalents provided by operating activities
   (Earnings)loss of non-consolidated affiliates                          (1.1)           8.8
    Depreciation and amortization                                         59.4           58.4
    Deferred income taxes                                                  8.7           (4.1)
    Change in:
        Receivables                                                      (58.8)         (44.3)
        Inventories                                                       13.0            2.0
        Other current assets                                               3.2            0.2
        Accounts payable and accrued liabilities                          10.0          (25.0)
        Income taxes payable                                              17.4           16.5
        Noncurrent liabilities                                           (13.5)         (22.8)
Other operating activities                                                (7.3)          (3.5)
                                                                         -----          -----
Net cash and cash equivalents provided(used) by operating
  activities from continuing operations                                   97.0           (6.8)
Discontinued operations:
  Net income                                                                 -            4.4
  Change in net assets                                                       -           (7.3)
                                                                         -----          -----
  Net operating activities                                                97.0           (9.7)
                                                                         -----          -----


Investing activities
- --------------------
Capital expenditures                                                     (57.1)         (44.0)
Purchases of short-term investments                                          -          (28.4)
Proceeds from sale of short-term investments                                 -           33.9
Investments and advances-affiliated companies at equity                   10.7            1.7
Other investing activities                                                (1.8)           1.9
                                                                         -----          -----
  Net investing activities                                               (48.2)         (34.9)
                                                                         -----          -----

Financing activities
- --------------------
Long-term debt repayments                                                 (1.1)          (1.0)
Purchases of Olin common stock                                               -          (11.3)
Borrowings under line of credit assumed by Arch Chemicals, Inc.              -           75.0
Stock options exercised                                                    1.0              -
Dividends paid                                                           (27.1)         (31.9)
Other financing activities                                                (0.4)             -
                                                                         -----          -----
  Net financing activities                                               (27.6)          30.8
                                                                         -----          -----
  Net increase(decrease) in cash and cash equivalents                     21.2          (13.8)
Cash and cash equivalents, beginning of period                            21.0           50.2
                                                                         -----          -----
Cash and cash equivalents, end of period                                 $42.2          $36.4
                                                                         =====          =====

</TABLE>
<PAGE>

                OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              (Tabular amounts in millions, except per share data)

1. The condensed financial statements included herein have been prepared by the
   Company, without audit, pursuant to the rules and regulations of the
   Securities and Exchange Commission and, in the opinion of the Company,
   reflect all adjustments (consisting only of normal accruals) which are
   necessary to present fairly the results for interim periods.  Certain
   information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted pursuant to such rules and
   regulations; however, the Company believes that the disclosures are adequate
   to make the information presented not misleading.  Certain reclassifications
   were made to prior year amounts to conform to the 2000 presentation. It is
   suggested that these condensed financial statements be read in conjunction
   with the financial statements, accounting policies and the notes thereto and
   management's discussion and analysis of financial condition and results of
   operations included in the Company's Annual Report on Form 10-K for the year
   ended December 31, 1999.

2. Inventory consists of the following:

                                September 30,  December 31,
                                    2000           1999
                                   ------          -----
Raw materials and supplies         $123.3          $120.1
Work in process                      96.0           111.4
Finished goods                       55.2            50.2
                                   ------          ------
                                    274.5           281.7
LIFO reserve                        (79.1)          (73.3)
                                   ------          ------
Inventory, net                     $195.4          $208.4
                                   ======          ======

  Inventories are valued principally by the dollar value last-in, first-out
  (LIFO) method of inventory accounting; such valuations are not in excess of
  market. Cost for other inventories has been determined principally by the
  average cost and first-in, first-out (FIFO) methods. Elements of costs in
  inventories include raw materials, direct labor and manufacturing overhead.
  Inventories under the LIFO method are based on annual estimates of quantities
  and costs as of the year-end; therefore, the condensed financial statements at
  September 30, 2000, reflect certain estimates relating to inventory quantities
  and costs at December 31, 2000.

3. Basic earnings per share are computed by dividing net income by the weighted
   average number of common shares outstanding. Diluted earnings per share
   reflect the dilutive effect of stock options.


<TABLE>
<CAPTION>
                                           Three Months            Nine Months
                                       Ended September 30,     Ended September 30,
                                       -------------------     -------------------
Basic Earnings Per Share                2000        1999        2000        1999
- ------------------------                ----        ----        ----        ----
Basic earnings:
<S>                                  <C>         <C>         <C>         <C>
Income from continuing operations    $   23.4    $    2.6    $   66.0    $    7.0
Net income                           $   23.4    $    2.6    $   66.0    $   11.4

Basic shares                             45.1        45.2        45.1        45.5

Basic earnings per share:
Continuing operations                $   0.52    $   0.06    $   1.46    $   0.16
Net income                           $   0.52    $   0.06    $   1.46    $   0.25
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                             Three Months                Nine Months
                                          Ended September 30,         Ended September 30,
                                          -------------------         -------------------
Diluted Earnings Per Share                2000          1999           2000       1999
- --------------------------               ------        ------          ----       ------

Diluted earnings:
<S>                                      <C>           <C>             <C>        <C>
Income from continuing operations        $ 23.4        $  2.6        $ 66.0       $  7.0
Net income                               $ 23.4        $  2.6        $ 66.0       $ 11.4

Diluted shares:

Basic shares                               45.1          45.2          45.1         45.5
Stock options                                .1             -            .1            -
                                         ------        ------          ----       ------
Diluted shares                             45.2          45.2          45.2         45.5
                                         ======        ======          ====       ======


Diluted earnings per share:              $ 0.52        $ 0.06        $ 1.46       $ 0.16
Continuing operations                    $ 0.52        $ 0.06        $ 1.46       $ 0.25
Net income
</TABLE>

4. The Company is party to various governmental and private environmental
   actions associated with waste disposal sites and manufacturing facilities.
   Environmental provisions charged to income amounted to $4 million in each of
   the three-month periods ended September 30, 2000 and 1999, and $11 million
   and $12 million for the nine-month periods ended September 30, 2000 and 1999,
   respectively. Charges to income for investigatory and remedial efforts were
   material to operating results in 1999 and may be material to operating
   results in 2000. The consolidated balance sheets include reserves for future
   environmental expenditures to investigate and remediate known sites amounting
   to $117 million at September 30, 2000 and $125 million at December 31, 1999,
   of which $92 million and $100 million were classified as other noncurrent
   liabilities, respectively.

   Environmental exposures are difficult to assess for numerous reasons,
   including the identification of new sites, developments at sites resulting
   from investigatory studies, advances in technology, changes in environmental
   laws and regulations and their application, the scarcity of reliable data
   pertaining to identified sites, the difficulty in assessing the involvement
   and financial capability of other potentially responsible parties and the
   Company's ability to obtain contributions from other parties and the length
   of time over which site remediation occurs. It is possible that some of these
   matters (the outcomes of which are subject to various uncertainties) may be
   resolved unfavorably against the Company.


5. In October 1996, the Board of Directors authorized a share repurchase program
   of up to 5 million shares of Olin common stock and in April 1998, approved an
   additional share repurchase program of up to an additional 5 million shares
   of Olin common stock, from time to time, as market conditions warrant. Since
   January 1997 the Company has repurchased 7,844,600 shares, of which 2,844,600
   were under the April 1998 program. During the first nine months of 2000, no
   shares of the Company's common stock were repurchased.
<PAGE>

6. Segment operating income is defined as earnings before interest expense,
   interest income, other income and income taxes and includes the operating
   results of non-consolidated affiliates. Segment operating results include an
   allocation of corporate operating expenses.  Intersegment sales are not
   material.

<TABLE>
<CAPTION>
                                                                     Three Months                      Nine Months
                                                                 Ended September 30,               Ended September 30,
                                                                 -------------------               -------------------
Sales:                                                           2000             1999             2000              1999
                                                                ------           ------          --------           ------
<S>                                                             <C>              <C>             <C>                <C>
   Chlor Alkali Products                                        $ 85.9           $ 65.0          $  250.0           $194.5
   Metals                                                        216.3            193.6             666.3            566.8
   Winchester                                                     90.6             95.5             217.0            212.4
                                                                ------           ------          --------           ------
Total sales                                                     $392.8           $354.1          $1,133.3           $973.7
                                                                ======           ======          ========           ======

Operating income (loss):
   Chlor Alkali Products                                        $  8.3           $(17.4)         $   20.1           $(49.9)
   Metals                                                         21.7             15.9              75.2             55.6
   Winchester                                                     11.2              9.6              20.5             15.3
                                                                ------           ------          --------           ------
   Total operating income                                         41.2              8.1             115.8             21.0
   Interest expense                                                3.9              4.2              11.8             12.1
   Interest income                                                 0.4              0.2               0.7              1.8
   Other income                                                    0.1              0.3               2.1              1.0
                                                                ------           ------          --------           ------
Income from continuing operations before taxes                  $ 37.8           $  4.4          $  106.8           $ 11.7
                                                                ======           ======          ========           ======
</TABLE>

7. The Company does not provide for U.S. income taxes on foreign currency
   translation adjustments since it does not provide for such taxes on
   undistributed earnings of foreign subsidiaries. The components of
   comprehensive income for the three-month and nine-month periods ended
   September 30, 2000 and 1999 are as follows:


<TABLE>
<CAPTION>
                                                   Three Months              Nine Months
                                                Ended September 30,       Ended September 30,
                                                -------------------       -------------------
                                                2000         1999         2000          1999
                                                -----        -----        -----         -----
<S>                                             <C>          <C>          <C>           <C>
Net income                                      $23.4        $ 2.6        $66.0         $11.4
Other comprehensive income:
  Cumulative translation adjustment                --         (0.2)        (2.0)          1.4
                                                -----        -----        -----         -----
Comprehensive income                            $23.4        $ 2.4        $64.0         $12.8
                                                =====        =====        =====         =====

</TABLE>



8. On February 8, 1999, the Company completed the Spin-Off of its specialty
   chemicals businesses as Arch Chemicals, Inc. For the first nine months of
   1999, net income from discontinued operations includes one month of operating
   results.


9. In June, 2000, the Company signed a letter of intent with Occidental
   Petroleum Corporation to combine the companies' chlor alkali and related
   businesses in a partnership. In October 2000, the Company announced that its
   letter of intent had expired, and that the partnership negotiations were
   discontinued primarily due to regulatory issues and certain other matters on
   which the parties could not agree.
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
          CONDITION AND RESULTS OF OPERATIONS
          -----------------------------------


CONSOLIDATED RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  Three Months                    Nine Months
                                                              Ended September 30,             Ended September 30,
                                                              -------------------             -------------------
($ in millions, except per share data)                      2000              1999           2000             1999
- ------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>          <C>                <C>
Sales                                                       $392.8          $354.1       $1,133.3           $973.7
Gross Margin                                                  73.0            44.4          209.6            129.8
Selling and Administration                                    31.2            31.8           90.8             95.1
Interest Expense, net                                          3.5             4.0           11.1             10.3
Income from Continuing Operations                             23.4             2.6           66.0              7.0
Net Income                                                    23.4             2.6           66.0             11.4
Diluted Earnings Per Common Share:
  Income From Continuing Operations                          $0.52           $0.06          $1.46            $0.16
  Net Income                                                 $0.52           $0.06          $1.46            $0.25
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales increased 11% due to higher selling prices and increased metal values,
offset in part by reduced volumes. The increase in selling prices was primarily
related to higher Electrochemical Unit ("ECU") netbacks in the Chlor Alkali
Products segment. Lower sales volumes in Winchester and Chlor Alkali more than
offset increased Metals shipments.

Gross margin percentage increased from 13% in 1999 to 19% in 2000 primarily due
to higher ECU prices.

Selling and administration as a percentage of sales was 8% in 2000 down from 9%
in 1999 due to the higher sales base in 2000 as a result of the factors noted
above. Selling and administration was $0.6 million lower than last year as lower
administration expenses, primarily pension expense, offset fees associated with
the chlor alkali partnership negotiations with Occidental Petroleum Corporation
("Occidental"). The partnership negotiations were discontinued in October, 2000.

The increase in operating results from the non-consolidated affiliates was due
primarily to the improved operating results from the Sunbelt joint venture,
which was favorably impacted by the higher ECU pricing.

Interest expense, net of interest income, decreased from 1999 due to interest
expense capitalized in connection with the expansion of high performance alloys
in Metals and higher interest income in 2000 due to higher average cash, cash
equivalents and short-term investment balances.

The effective tax rate decreased to 38.1% from 40.9% due to lower non-deductible
expenses related to Company-owned life insurance programs.
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales increased 16% due to increased selling prices and volumes and higher metal
values. The increase in selling prices was primarily related to higher ECU
netbacks in the Chlor Alkali Products segment. Sales volumes were higher across
all segments with the biggest impact coming from the Metals segment.

Gross margin percentage increased from 13% in 1999 to 18% in 2000 primarily due
to higher ECU prices.

Selling and administration as a percentage of sales was 8% in 2000 down from 10%
in 1999 due to the higher sales base in 2000 as a result of the factors noted
above. Selling and administration was $4.3 million lower than in 1999 due to
lower administration expenses, primarily pension expense, offset in part by fees
incurred in 2000 and associated with the chlor alkali partnership negotiations
with Occidental.

The increase in operating results from the non-consolidated affiliates was due
primarily to the improved operating results from the Sunbelt joint venture,
which was favorably impacted by the higher ECU pricing.

Interest expense, net of interest income, increased from 1999 due primarily to
lower interest income in 2000 due to lower average cash, cash equivalents and
short-term investment balances.

The effective tax rate decreased to 38.2% from 40.2% due to lower non-deductible
expenses related to Company-owned life insurance programs.

CHLOR ALKALI PARTNERSHIP
In June 2000, the Company signed a letter of intent with Occidental to combine
the companies' chlor alkali and related businesses in a partnership. In October
2000, the Company announced that its letter of intent had expired. The
partnership negotiations were discontinued primarily due to regulatory issues
and certain other matters on which the parties could not agree.


SEGMENT OPERATING RESULTS
Segment operating results are defined as earnings before interest expense,
interest income, other income and income taxes and include the operating results
of non-consolidated affiliates. Segment operating results include an allocation
of corporate operating expenses.


<TABLE>
<CAPTION>

CHLOR ALKALI PRODUCTS                  Three Months                    Nine Months
                                     Ended September 30,            Ended September 30,
                                     -------------------            -------------------
($ in millions)                     2000            1999            2000            1999
- -----------------------------------------------------------------------------------------
<S>                              <C>            <C>             <C>             <C>
Sales                            $  85.9        $  65.0         $  250.0        $  194.5
Operating Income (Loss)              8.3          (17.4)            20.1           (49.9)
</TABLE>
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales and operating results were higher than 1999 primarily due to higher ECU
netbacks, offset in part by lower volumes. Average ECU netbacks in the third
quarter of 2000 were approximately $300, compared to $210 in the third quarter
of 1999. The volume shortfall was primarily due to lower demand for chlorine
from the vinyls market, caused primarily by the slowdown in the general economy,
weaker exports, seasonality and inventory adjustments. Demand for caustic had
been less affected and therefore, caustic inventories had continued to shrink,
thereby increasing caustic prices. Higher selling prices and improved operating
results from the Sunbelt joint venture due to the increase in ECU prices, more
than offset the impact of lower volumes and fees associated with the proposed
chlor alkali partnership, resulting in a $25.7 million increase in operating
income.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales and operating results were higher than 1999 primarily due to higher ECU
netbacks and ongoing cost reduction initiatives. Average ECU netbacks in the
first nine months of 2000 were approximately $290, compared to $215 in the first
nine months of 1999. Higher selling prices, lower operating costs and improved
operating results in 2000 from the Sunbelt joint venture due to the increase in
ECU prices offset the fees associated with the proposed chlor alkali partnership
and contributed to the 2000 year-to-date improvement in operating income.


<TABLE>
<CAPTION>
METALS                            Three Months                     Nine Months
                               Ended September 30,             Ended September 30,
                               -------------------             -------------------
($ in millions)               2000            1999            2000            1999
- -----------------------------------------------------------------------------------
<S>                       <C>             <C>             <C>             <C>
Sales                     $  216.3        $  193.6        $  666.3        $  566.8
Operating Income              21.7            15.9            75.2            55.6
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales increased 12% with higher metal values, selling prices and volumes each
accounting for one-third of the total improvement. Strip shipments to the
electronics, building products and coinage markets were higher this year, as
were A.J. Oster ("Oster") volumes to the distributor market. Aegis' shipments to
the telecommunications industry were ahead of last year. Shipments to the
automotive and ammunition markets were lower than the previous year. Higher
volumes and a favorable product mix increased Metals operating income.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales increased 18% due to increased volumes and higher metal values and selling
prices. Higher volumes increased sales by 10%, while higher metal values and
selling prices accounted for the remaining 8% improvement. Strip shipments for
coinage products were higher than the first nine months of 1999. Distributor
market (Oster) shipments were higher as well as those to the telecommunications
market served by Aegis. Shipments for building products were lower in 2000.
Higher volumes, improved pricing and a favorable product mix contributed to the
improvement in operating income.
<PAGE>

<TABLE>
<CAPTION>
WINCHESTER                      Three Months                      Nine Months
                             Ended September 30,             Ended September 30,
                             -------------------             -------------------
($ in millions)              2000           1999            2000            1999
- ---------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>             <C>
Sales                     $  90.6        $  95.5        $  217.0        $  212.4
Operating Income             11.2            9.6            20.5            15.3
</TABLE>


THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales in 2000 were 5% lower than 1999 primarily due to lower volumes of domestic
commercial ammunition offset in part by higher domestic commercial prices and
increased military and international shipments. Operating income improved due to
higher domestic commercial selling prices and lower operating expenses.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999
Sales in 2000 were slightly higher than 1999 primarily due to higher domestic
commercial ammunition selling prices. Operating income improved significantly
from 1999 due to higher selling prices, an improved product mix and higher fees
from the Lake City Army Ammunition Plant. These improvements more than offset
higher manufacturing costs and consulting expenses.

2000 FOURTH QUARTER OUTLOOK
The Company believes fourth quarter earnings per share will be in the $.40
range. The Company expects the slowing economy will affect demand in some
segments of the Metals and Chlor Alkali businesses in the fourth quarter, and
that the Company will experience a reduction in Winchester's sales, in part due
to normal seasonality. The sequential decline in Winchester's profits is the
reason for the lower fourth quarter EPS, when compared to the third quarter of
2000.

The Company believes that fourth quarter 2000 market conditions in the Chlor
Alkali segment will not be as strong as the third quarter from a volume point of
view, but will show some improvement from an ECU price point of view. Lower
demand for chlorine in the vinyls segment, caused primarily by the slowdown in
the general economy, weaker exports, seasonality and inventory adjustments, is
expected to lead to reduced chlor alkali industry operating rates in the fourth
quarter. The Company expects that higher caustic prices will slightly more than
offset the impact of lower chlorine pricing in the fourth quarter for a net
increase in the overall ECU price. The net effect of the price and volume
changes is that fourth quarter Chlor Alkali profits may be somewhat lower than
the third quarter of 2000, but nevertheless substantially higher than the fourth
quarter results in 1999.

The current outlook for the Metals business and its downstream markets is
somewhat mixed. Many of the factors which affected third quarter 2000
performance are expected to continue into the fourth quarter of 2000. However,
there will be some differences. For example, it is anticipated that stronger
performance from the Aegis operations will mitigate the effect of sequentially
lower demand for brass in ammunition and building products. Overall, the Company
expects that Metals profits in the fourth quarter will be in the same general
range as the third quarter.
<PAGE>

Because of the seasonal characteristics of the Winchester business, sales and
profits in the fourth quarter are the lowest of the year and especially low when
compared with the third quarter, which is usually the highest of the year.
Relative to the fourth quarter of 1999, the Company is projecting that
Winchester's sales will be lower in the fourth quarter of 2000. In addition, in
the fourth quarter last year, Winchester recorded significant fee income from
the Lake City Army Ammunition plant. This will result in lower fourth quarter
earnings in 2000 in comparison to the fourth quarter of 1999.

2001 FULL YEAR OUTLOOK
The Company's preliminary forecast for 2001 indicates that the Company will post
stronger earnings growth over 2000 with earnings per share increasing about 35%
to the $2.50 range. The primary driver of the Company's earnings is the selling
price of chlor alkali products, which are expected to increase in 2001. The
forecast is based on the latest CMAI projections and an analysis of the
escalation provisions of the Company's contracts, particularly as it applies to
the caustic soda increases which have been announced. It also assumes a recovery
in chlorine demand from the vinyl industry by the middle of the year, which
affects the assumed operating rates. The current spike in energy costs is not as
much of an issue for the Company as it is for some competitors. The Company's
cost structure is not particularly sensitive to natural gas prices, and the
Company's electricity is purchased from utilities that are primarily coal,
nuclear and hydro-power based.

DISCONTINUED OPERATIONS
On February 8, 1999, the Company completed the Spin-Off of its specialty
chemicals businesses as Arch Chemicals, Inc. ("Arch Chemicals") (the
"Spin-Off"). For the first nine months of 1999, net income includes one month of
operating results.

ENVIRONMENTAL MATTERS
In the nine months ended September 30, 2000 and 1999, the Company spent
approximately $19 million and $10 million, respectively, for investigatory and
remediation activities associated with former waste sites and past operations.
Spending for environmental, investigatory and remedial efforts for the full year
2000 is estimated to be $30 million. Cash outlays for remedial and investigatory
activities associated with former waste sites and past operations were not
charged to income but instead were charged to reserves established for such
costs identified and expensed to income in prior periods. Associated costs of
investigatory and remedial activities are provided for in accordance with
generally accepted accounting principles considering probability and the ability
to reasonably estimate future costs. Charges to income for investigatory and
remedial activities were $11 million and $12 million for the nine months ended
September 30, 2000 and 1999, respectively. Charges to income for investigatory
and remedial efforts were material to operating results in 1999 and may be
material to net income in 2000 and future years.

The Company's consolidated balance sheets included liabilities for future
environmental expenditures to investigate and remediate known sites amounting to
$117 million at September 30, 2000 and $125 million at December 31, 1999, of
which $92 million and $100 million were classified as other noncurrent
liabilities, respectively. Those amounts did not take into account any
discounting of future expenditures or any consideration of insurance recoveries
or advances
<PAGE>

in technology. Those liabilities are reassessed periodically to determine if
environmental circumstances have changed and/or remediation efforts and their
costs can be better estimated. As a result of these reassessments, future
charges to income may be made for additional liabilities.

Annual environmental-related cash outlays for site investigation and
remediation, capital projects, and normal plant operations are expected to range
between $40 - $50 million over the next several years. While the Company does
not anticipate a material increase in the projected annual level of its
environmental-related costs, there is always the possibility that such increases
may occur in the future in view of the uncertainties associated with
environmental exposures. Environmental exposures are difficult to assess for
numerous reasons, including the identification of new sites, developments at
sites resulting from investigatory studies, advances in technology, changes in
environmental laws and regulations and their application, the scarcity of
reliable data pertaining to identified sites, the difficulty in assessing the
involvement and financial capability of other potentially responsible parties
and the Company's ability to obtain contributions from other parties and the
lengthy time periods over which site remediation occurs. It is possible that
some of these matters (the outcomes of which are subject to various
uncertainties) may be resolved unfavorably against the Company.

LIQUIDITY, INVESTMENT ACTIVITY AND OTHER FINANCIAL DATA

CASH FLOW DATA
                                                          Nine Months
                                                       Ended September 30,
                                                       -------------------
Provided By (Used For) ($ in millions)                2000            1999
- ----------------------------------------------------------------------------
Net Cash and Cash Equivalents
  Provided/(Used) By Operating Activities
  from Continuing Operations                       $  97.0         $  (6.8)
Net Operating Activities                              97.0            (9.7)
Capital Expenditures                                 (57.1)          (44.0)
Net Investing Activities                             (48.2)          (34.9)
Purchases of Olin Common Stock                          --           (11.3)
Net Financing Activities                             (27.6)           30.8


In 2000, income from continuing operations exclusive of non-cash charges and
cash and cash equivalents on hand were used to finance the Company's working
capital requirements, capital projects and dividends.

OPERATING ACTIVITIES
The increase in cash provided by operating activities from continuing operations
was primarily attributable to higher operating income and a lower investment in
working capital. The lower investment in working capital in 2000 was due to
higher cash expenditures in 1999 which were accrued at December 31, 1998 and
related to the Spin-Off of Arch Chemicals and lower inventory levels in 2000.
Higher accounts receivable in 2000 were attributable to higher metal values and
ECU prices and increased volumes primarily in Metals.
<PAGE>

CAPITAL EXPENDITURES
Capital spending of $57.1 million in 2000 was $13.1 million higher than 1999.
For the total year, capital spending is expected to be in the $90 million range.
The increase in capital spending in the first nine months of 2000 and for the
total year 2000 over the comparable 1999 periods is primarily in the Metals
segment to expand production capacity in its higher value added product
categories, in particular high performance alloys.

FINANCING ACTIVITIES
At September 30, 2000, the Company had available a $165 million line of credit
under an unsecured revolving credit agreement with a group of banks. At
September 30, 2000, the Company had no outstanding borrowings under the credit
facility. The Company may select various floating rate borrowing options. The
Company believes that the credit facility is adequate to satisfy its liquidity
needs for the foreseeable future. The credit facility includes various customary
restrictive covenants including restrictions related to the ratio of debt to
earnings before interest, taxes, depreciation and amortization and the ratio of
earnings before interest, taxes, depreciation and amortization to interest.

During the first nine months of 2000, no shares of the Company's common stock
were repurchased. During the first nine months of 1999, the Company used $11.3
million to repurchase 921,400 shares of the Company's common stock. In October
2000, the Company resumed its share repurchase program upon the discontinuation
of the chlor alkali partnership negotiations with Occidental.

Prior to the Spin-Off in February 1999, the Company borrowed $75 million under a
credit facility, which liability was assumed by Arch Chemicals. The Company used
these funds for general corporate purposes, which included share repurchases.

The percent of total debt to total capitalization decreased to 40% at September
30, 2000, from 43% at year-end 1999. The decrease from year-end 1999 was due to
an increase in equity resulting from improved operating profits.

In 2000, the Company paid first, second and third quarter dividends of $0.20 per
share. Prior to the Spin-Off, the Company paid a first quarter 1999 dividend of
$0.30 per share. Following the distribution of Arch Chemicals, the quarterly
dividend was reduced to $0.20 per share to reflect the effect of the
distribution. In October 2000, the Company's Board of Directors declared a
quarterly dividend of $0.20 per share on its common stock, which is payable on
December 11, 2000, to shareholders of record on November 10, 2000.

NEW ACCOUNTING STANDARDS
In 1998, the Financial Accounting Standards Board ("FASB") issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." It requires
an entity to recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
FASB has postponed the implementation date of this statement, which will now be
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company will adopt FASB No. 133 on January 1, 2001 and expects to achieve
hedge accounting treatment for substantially all of the Company's business
transactions
<PAGE>

whose risks are covered using derivative instruments. The hedge accounting
treatment provides for the deferral of gains or losses on derivative instruments
until such time as the related transactions occur. The Company estimates that if
it had accounted for its derivatives in accordance with the new standard as of
September 30, 2000, assets totaling $1.9 million would have been recorded on the
balance sheet with offsetting entries to other liabilities and Other
Comprehensive Income. The new standard does not allow for the special accounting
treatment on the portion of any hedge that is not effective. At this time the
Company does not believe that gains or losses as a result of an ineffective
hedge would have a material effect on the Company's financial statements as of
September 30, 2000.

Effective July 1, 2000, the Company adopted FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation." Adoption of
this interpretation did not have a material effect on the Company's results of
operations or financial position.

CAUTIONARY STATEMENT UNDER FEDERAL SECURITIES LAWS: The information contained in
the 2000 Fourth Quarter Outlook and the 2001 Full Year Outlook sections, the
Environmental Matters section, the Liquidity, Investment Activity and Other
Financial Data section (and subsections thereof), and Notes to Condensed
Financial Statements contains forward-looking statements that are based on
management's beliefs, certain assumptions made by management and current
expectations, estimates and projections about the markets and economy in which
the Company and its respective divisions operate. Words such as "anticipates,"
"expects," "believes," "should," "plans," "will," "estimates," and variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions ("Future Factors") which
are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expected or forecasted in such forward-looking
statements. The Company does not undertake any obligation to update publicly any
forward-looking statements, whether as a result of future events, new
information or otherwise. Future Factors which could cause actual results to
differ materially from those discussed in these sections and notes include but
are not limited to: general economic and business and market conditions; lack of
moderate growth in the U.S. economy or even a slight recession in any period or
year; competitive pricing pressures; changes in Chlor Alkali's ECU prices from
expected levels; Chlor Alkali operating rates below anticipated levels;
higher-than-expected raw material costs; higher-than-expected transportation
and/or logistics costs; a protracted work stoppage in connection with collective
bargaining negotiations with labor unions; a downturn in any of the markets the
Company serves such as electronics, automotive, ammunition and housing; the
supply/demand balance for the Company's products, including the impact of excess
industry capacity; efficacy of new technologies; changes in U.S. laws and
regulations; failure to achieve targeted cost reduction programs; capital
expenditures, such as cost overruns, in excess of those scheduled; environmental
costs in excess of those projected; and the occurrence of unexpected
manufacturing interruptions/outages.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies, its purchases
of certain commodities and its ongoing investing and financing activities. The
risk of loss can be assessed from the perspective of
<PAGE>

adverse changes in fair values, cash flows and future earnings. The Company has
established policies and procedures governing its management of market risks and
the uses of financial instruments to manage exposure to such risks.

The primary purpose of the Company's foreign currency hedging activities is to
manage currency risks resulting from purchase and sale commitments in foreign
currencies (principally Australian dollar and Canadian dollar) and relating to
particular anticipated purchases and sales expected to be denominated in those
same foreign currencies. Foreign currency hedging activity is not material to
the Company's consolidated financial position, results of operations or cash
flow.

Certain materials, namely copper, lead and zinc, used primarily in the Company's
Metals and Winchester segments products are subject to price volatility.
Depending on market conditions, the Company may enter into futures contracts and
put and call option contracts in order to reduce the impact of metal price
fluctuations. As of September 30, 2000, the Company maintained open positions on
futures contracts totaling $36 million. Assuming a hypothetical 10% increase in
commodity prices which are currently hedged, the Company would experience a $3.6
million increase in its cost of inventory purchased, which would be offset by a
corresponding increase in the value of related hedging instruments.

The Company is exposed to changes in interest rates primarily as a result of its
investing and financing activities. Investing activity is not material to the
Company's consolidated financial position, results of operations or cash flow.
The current debt structure of the Company includes primarily long-term
fixed-rate debt utilized to fund business operations and maintain liquidity. As
of September 30, 2000, the Company had long-term borrowings of $228 million of
which $35 million was at variable rates. The Company has interest rate swaps to
hedge underlying debt obligations. Interest rate swap activity is not material
to the Company's consolidated financial position, results of operations or cash
flow.

If the actual change in interest rates or commodities pricing is substantially
different than expected, the net impact of interest rate risk or commodity risk
on the Company's cash flow may be materially different than that disclosed
above.

The Company does not enter into any derivative financial instruments for trading
purposes.
<PAGE>

                           Part II - Other Information


Item 1.    Legal Proceedings.
           -----------------

                  Not Applicable.

Item 2.    Changes in Securities and Use of Proceeds.
           -----------------------------------------

                  Not Applicable.

Item 3.    Defaults Upon Senior Securities.
           -------------------------------

                  Not Applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.
           ---------------------------------------------------

                  Not Applicable.

Item 5.    Other Information.
           -----------------

                  Not Applicable.

Item 6.    Exhibits and Reports on Form 8-K.
           --------------------------------

           (a)    Exhibits
                  --------

                  10(d) Olin Senior Executive Pension Plan amended as of July
                        27, 2000.

                  12.   Computation of Ratio of Earnings to Fixed Charges
                        (Unaudited).

                  27.   Financial Data Schedule.

           (b)    Reports on Form 8-K
                  -------------------

                  Form 8-K filed September 6, 2000 with respect to extension of
                  the June 28, 2000 Letter of Intent between Olin Corporation
                  and Occidental Petroleum Corporation to combine their
                  chlor-alkali and related businesses in a partnership between
                  Olin Corporation and Occidental's Occidental Chemical
                  Corporation subsidiary.
<PAGE>

                  Form 8-K filed July 18, 2000 with respect to June 28, 2000
                  Letter of Intent between Olin Corporation and Occidental
                  Petroleum Corporation to combine their chlor-alkali and
                  related businesses in a partnership between Olin Corporation
                  and Occidental's Occidental Chemical Corporation subsidiary.
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               OLIN CORPORATION
                                               (Registrant)



                                               By: /s/ A. W. Ruggiero
                                                   ------------------
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   (Authorized Officer)



Date:  November 13, 2000
<PAGE>

                                  EXHIBIT INDEX


Exhibit
  No.          Description
- -------        -----------

10(d)          Olin Senior Executive Pension Plan amended as of July 27, 2000.

12.            Computation of Ratio of Earnings to Fixed Charges (Unaudited).

27.            Financial Data Schedule.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(D)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OLIN SR. EXEC. PENSION PLAN AMEND. AS OF 07/27/00
<TEXT>

<PAGE>

                                                                   Exhibit 10(d)

                       OLIN SENIOR EXECUTIVE PENSION PLAN
                          (Amended as of July 27, 2000)



                               Article I. The Plan
                              --------------------

          1.1  Establishment of Plan.  Olin Corporation (the "Company" or
               ----------------------
     "Olin") hereby restates its Olin Senior Executive Pension Plan, originally
     adopted by the Board of Directors on September 27, 1984.  The Effective
     Date of this restatement is February 8, 1999.

          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
     select management employees.


                             Article II. Eligibility
                            ------------------------

          2.1  Participation.  Any employee of the Company or its subsidiaries
               --------------
     (collectively referred to as "Employing Companies") whose job is rated at
     2,000 Hay Points or more or who is a Section 16(b) reporting officer, and
     who is selected by the Compensation Committee (referred to in this Plan as
     the "Selection Committee"), shall participate in the Plan.  As provided
     hereinafter, the Selection Committee shall also have the power to remove
     any Participant from the Plan, whether or not he or she has begun to
     receive benefits hereunder.

          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
     the Arch Senior Executive Pension Plan (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.

                                      -1-
<PAGE>

                              Article III. Benefits
                              ---------------------

          3.1  Benefit Formula.
               ---------------

          Upon retirement, as hereinafter provided, a Participant shall be
     entitled to receive an annual "Retirement Allowance" 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%) 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 or an Employing 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 (as previously defined) 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", "Retirement Allowance" and "Primary Social
     Security Benefit" shall

                                      -2-
<PAGE>

     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 Unit Plan, the EVA
     Bonus Bank and other long-term incentive and long-term bonus plans); (ii)
     Average Compensation of Participants whose employment is being transferred
     directly to Primex Technologies, Inc. or its affiliates ("Primex") (or who
     transfer directly within five (5) years following the spin-off of Primex)
     shall be determined taking into account reasonable compensation paid by
     Primex (as determined by the Plan Administrator of this Plan); (iii) 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; (iv) Average
     Compensation shall be calculated without regard to the dollar limitations
     imposed by Section 401(a)(17) of the Internal Revenue Code; and (v) "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.

          (d)  The annual retirement allowances payable under the Olin Employees
     Pension Plan, Other Olin Plans and from pension plans of the Participant's
     previous 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 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 factors as may, from time to time, be elected by the Plan
     Administrator.


          3.2  Early Retirement.
               ----------------

          (a)  Except as otherwise provided in Section 4.2(a), a Participant may
     retire from active service with all Employing Companies and commence
     benefits under this Plan at any time after reaching his fifty-fifth (55th)
     birthday, provided, however, that Accelerated Benefits (as provided for in
     Section 4.2(b) of the Plan) may not commence until at least twelve (12)
     full months following the Participant's actual retirement.  In the case of
     Participants who transfer directly to Arco Chemical Company ("Arco") or
     Primex (or who, in the case of Primex only, transfer directly to Primex
     within five (5) years of the spin-off of Primex), and in the case of Arch
     only, who transfer directly to Arch after the Arch Spin-off Date and on or
     before February 8, 2000, (i) "actual retirement" shall be construed to mean
     retirement or termination of service from Arco, Primex or Arch and their
     affiliates, as the case may be, and (ii) service with Primex, Arco, or Arch
     (and their affiliates) shall be credited in enabling the Participant to
     attain his early retirement age (but not in determining Years of Benefit
     Service) under this Plan.

                                      -3-
<PAGE>

          (b)  For purposes of (i) determining whether a Participant has reached
     his fifty-fifth (55th) birthday and, thus, is eligible to commence benefits
     under this Section 3.2 instead of on a deferred vested basis, and (ii)
     calculating the annual retirement allowance from the Olin Employees Pension
     Plan which is to be used as an offset, any 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 (without
     taking into account any severance period) other than (i) for cause or (ii)
     as a result of a voluntary termination, shall be treated as continuing as
     an active Employee until age fifty-five (55).  In the case of Participants
     who transfer directly to Arco, or to Primex within five (5) years of the
     spin-off of Primex, and in the case of Arch only, who transfer directly to
     Arch after the Arch Spin-off Date and on or before February 8, 2000,
     service with Arco, Primex and Arch, respectively, shall be credited in
     determining whether the Participant has reached age 55 under this paragraph
     (b). Such service shall be imputed for the sole purposes of determining
     whether the Participant qualifies for subsidized early retirement benefits,
     and shall not be treated as "Benefit Service" for the purpose of
     calculating the amount of the Participant's Retirement Allowance.  A
     Participant may not commence benefits hereunder until he actually reaches
     age fifty-five (55).

          3.3  Deferred Vested Employees.  Any Participant who terminates active
               -------------------------
     service with all Employing Companies prior to having reached age fifty-five
     (55) may commence benefits under this Plan only after having reached age
     sixty-five (65); provided however that, in the case of Participants who
     transfer directly to Primex, Arco, or Arch within the timeframes specified
     above, service with those respective companies and their affiliates shall
     be counted in enabling such Participants to retire on or after attaining
     age fifty-five (55) and actually retiring from Primex, Arco, or Arch as the
     case may be, in accordance with Section 3.2 above.  In the case of a
     deferred vested Participant, benefits paid from this Plan will assume that
     the Participant did not commence benefits under the Olin Employees Pension
     Plan until he or she reached age sixty-five (65), even though the
     Participant may actually commence benefits under the Olin Employees Pension
     Plan prior to that date.  In the event that  an Olin Employee transfers to
     and becomes an Employee of Arch on or prior to February 8, 2000, no
     separation from service shall be deemed to occur permitting a distribution
     to such individual of benefits under this, or any other, provision of this
     Plan.

          3.4  Calculation of Benefit if Participant is Disabled.  In the event
               -------------------------------------------------
     that a Participant becomes Totally Disabled as that term is defined in the
     Olin Employees Pension Plan, the Participant shall continue to receive the
     same service credit under this Plan as would be applicable to Totally
     Disabled nonbargaining employees covered by the Olin Employees Pension
     Plan.  The disabled Participant's benefit under this Plan shall be
     calculated in accordance with 3.1(a) and (b), and shall be payable as of
     the date that the Participant is no longer Totally Disabled (if such date
     occurs after age fifty-five (55)) or at age sixty-five (65), if the
     Employee is still then Disabled. If a Participant is no longer Disabled
     prior to reaching age fifty-five (55), then his entitlement to benefits
     shall be determined under Section 3.3, if he terminates service prior to
     reaching age 55, or under

                                      -4-
<PAGE>

     the other applicable provisions of this Plan, if he returns to active
     service. No Participant shall qualify for Disability Benefits hereunder
     once he or she is no longer actively employed by Olin Corporation or its
     affiliates.

          3.5  Transfers between Olin and Arch.  It is contemplated that Plan
               --------------------------------
     Participants may transfer their employment after the Arch Spin-off Date and
                                                -----
     on or before February 8, 2000 from Olin to Arch and vice versa and
                                                         ---- -----
     commence, or resume participation in the Senior Executive Pension Plan of
     their then new employer.

          (a)  Transfer to Arch from Olin. In the event that a Plan Participant
               ---------------------------
     transfers employment to Arch after the Arch Spin-off Date and on or prior
     to February 8, 2000, his or her benefit accrual under this Plan shall cease
     and Olin shall remain liable for payment of any benefits accrued under this
     Plan to the date of such transfer.  As provided in Section 3.3, no
     separation from service shall be deemed to occur under this Plan permitting
     a distribution under any provision of this Plan, and benefits hereunder
     shall not commence until the Participant has terminated his employment with
     Arch and its affiliates and has otherwise qualified for benefits hereunder.
     When commenced, benefits payable hereunder shall be based upon the
     Participant's service with Olin to the date of transfer; provided, however
     that Olin shall continue to recognize a Participant's service with Arch and
     its affiliates subsequent to his transfer to Arch solely for purposes of
     determining the Participant's vesting and attainment of retirement dates
     under this Plan.

          (b)  Transfer to Olin from Arch.  In the event that an Arch Employee
               ---------------------------
     transfers employment to Olin from Arch after the Arch Spin-off Date and on
     or prior to February 8, 2000, benefit accrual under the Arch Plan shall
     cease and Arch shall remain liable for payment of any benefits accrued
     under the Arch Plan to the employees date of transfer to Olin.  Benefits
     shall not commence under the Arch Plan until the former Arch employee
     terminates service with Olin and its affiliates and has otherwise qualified
     for benefits under the Arch Plan.  In computing benefit under this Plan and
     determining attainment of retirement ages under this Plan, Olin shall
     recognize the compensation received, and service rendered by such
     Participant while employed by Arch and its affiliates up to the
     Participant's date of transfer to Olin.  When benefits commence under this
     Plan, they shall be offset by the benefit that would be payable to the
     Participant from the Arch Plan, as of the date benefits commence hereunder,
     regardless of when such benefit under the Arch Plan actually commences.

                         Article IV. Payment of Benefits
                         -------------------------------

               4.1  Payment Provisions for Current and Future Retirees.  In the
                    ---------------------------------------------------
     event that the Participant (i) does not elect to establish an employee-
     grantor trust in accordance with Section 4.2(a), (ii) does not elect to
     receive Accelerated Benefits in accordance with Section 4.2(a), and (iii)
     elects to commence his benefits under this Plan at the same time that he
     commences his Qualified Plan Benefit, then the Retirement Allowance payable
     hereunder shall be paid commencing at the same time and in the same form as
     that in which the Qualified Plan Benefit is payable to the Participant.  If
     the Participant elects an

                                      -5-
<PAGE>

     actuarially equivalent form of benefit payment with respect to his
     Qualified Plan Benefits, that same form of payment shall apply to payment
     of his Retirement Allowance hereunder. Any election to receive regular
     monthly benefits under this Section 4.3 must be made at least one full year
     prior to the Participant's Accelerated Benefit Commencement Date.

          4.2  Payment Provisions for Active Employees.
               ----------------------------------------

          (a)  As of October 31 of the calendar year following the year in which
     an actively employed Participant meets the Minimum Benefit Accumulation
     threshold provided for in Section 4.4,  the Actuarial Present Value
     (determined as hereinafter provided) of the after-tax amount of an actively
     employed Participant's Retirement Allowance shall be deposited in an
     employee-grantor trust established by the Participant unless, at least one
     full year prior to the funding of such employee-grantor trust, the
     Participant shall instead have elected to receive "Accelerated Benefits" as
     hereinafter provided.  If a Participant elects to receive Accelerated
     Benefits, then the Actuarial Present Value of such Benefits shall be paid,
     at the election of the Chairman of the Board of Directors of the Company,
     either in a single sum or in up to three (3) annual installments (such
     single sum or annual installments being referred to in this Plan as
     "Accelerated Benefits").  The Participant's Accelerated Benefits shall
     commence on his Accelerated Benefit Commencement Date, which shall be
     twelve full months following a Participant's actual retirement at age
     fifty-five (55) or later (the Participant's "Accelerated Benefit
     Commencement Date").  In the case of Participants who transfer directly to
     Primex or Arco (or who, in the case of Primex only, transfer directly to
     Primex within five (5) years of the spin-off of Primex), and in the case of
     Arch only, who transfer directly to Arch after the Arch Spin-off Date and
     on or before February 8, 2000, "actual retirement" shall be construed to
     mean retirement or termination of service from the transferee employer.
     Service with Primex, Arco or Arch (and their affiliates) shall be credited
     in enabling the Participant to attain his early retirement age (but not in
     determining his Years of Benefit Service) under this Plan.

          (b)  In the event that an actively employed Participant elects not to
     establish an employee-grantor trust, but instead to receive Accelerated
     Benefits, regular monthly benefits shall commence to be paid upon such
     Participant's actual retirement in accordance with Section 4.3 until such
     Participant reaches his Accelerated Benefit Commencement Date, at which
     time "Accelerated Benefits" shall be paid in the form and manner determined
     by the Chairman of the Board of Directors of the Company, and in the case
     of the Chairman, the Selection Committee, either in a single sum, in up to
     three (3) annual installments, or in a combination of annuity payments and
     either a single sum or annual installments,  provided, however, that no
     monthly benefits shall be paid to Participants who transfer to Primex, Arco
     or Arch until they separate from service with Primex, Arco, or Arch,
     respectively.

          (c)  Alternatively, the actively employed Participant may elect, at
     least one full year prior to such Accelerated Benefit Commencement Date, to
     receive his entire benefit in the form of an annuity in accordance with
     Section 4.3 of this Plan.

                                      -6-
<PAGE>

          4.3  Payment of Regular Monthly Benefits.
               ------------------------------------

          (a)  Participants retiring from active service from all Employing
     Companies may elect to receive regular monthly benefits in lieu of
     receiving Accelerated Benefits or establishing an employee-grantor trust.
     Such monthly benefits shall be calculated and payable in the form of a
     joint and 50% survivor annuity with the Participant's Spouse as the joint
     annuitant, without actuarial reduction for the death benefit protection.

          (b)  Any Participant who terminates service with all Employing
     Companies before reaching age 55 may not commence benefits under this Plan
     prior to reaching age 65 unless (i) he is eligible for "lay-off credit"
     pursuant to Section 3.2(b) and, thus, is deemed to qualify for early
     retirement benefits or (ii) he receives service credit for purposes of
     enabling him to retire on or after age 55 as provided in the next sentence.
     In the case of Participants who transfer directly to Primex, Arco, or Arch
     within the timeframes previously specified in this Plan, service with those
     respective companies and their affiliates shall be counted in enabling such
     Participants to retire on or after attaining age fifty-five (55).  Any
     benefits payable under this Plan with respect to a Participant who
     terminates service prior to reaching age 55, and who is not eligible for
     any imputed service under the foregoing provisions of Section 4.3(b), will
     be calculated assuming that the Participant did not commence benefits under
     the Olin Employees' Pension Plan until reaching age 65, even though his
     actual commencement date under the Olin Employees Pension Plan may have
     been earlier.


          4.4  Assumptions used for Determining Amount to be contributed to
               ------------------------------------------------------------
     Employee-grantor Trust; Threshold for Accelerated Benefits.
     -----------------------------------------------------------

          (a)  Actuarial Assumptions for Employee-Grantor Trust.  In determining
               ------------------------------------------------
     the Actuarial Present Value of the Participant's Plan benefit to be used
     for purposes funding an employee-grantor trust, the benefit shall be
     determined:

          (i) as of the close of the Plan Year (i.e., December 31) prior to the
          year in which the employee grantor trust is being funded;

          (ii) using an annuity purchase rate based upon a discount rate equal
          to the rate for a zero coupon Treasury strip (determined approximately
          at the time of the deposit to the employee-grantor trust) with a
          maturity that approximates the Participant's life expectancy
          determined as of the date the payment to the trust is scheduled to be
          made; and

          (iii) assuming that the benefit commences under this Plan

                                      -7-
<PAGE>

               (a)  on the Participant's 65th birthday, if the Participant
                    terminates service (or is treated as terminating service)
                    prior to age 55;

               (b)  on the Participant's 62nd birthday, if the Participant
                    terminates service on or after reaching age 55 and before
                    reaching age 62; and

               (c)  on the Participant's 65th birthday, if the Participant
                    terminates service on or after reaching age 62.

          (b)  Actuarial Assumptions for Determining Accelerated Benefits.  In
               ----------------------------------------------------------
     determining the Actuarial Present Value of the Participant's Accelerated
     Benefit, the benefit shall be determined:

          (i) as of the close of the Participant's retirement or termination of
          service;

          (ii) using an annuity purchase rate based upon a discount rate equal
          to the rate for a zero coupon Treasury strip (determined approximately
          at the time the Accelerated Benefit is scheduled to commence) with a
          maturity that approximates the Participant's life expectancy
          determined as of the date the payment is scheduled to be made; and

          (iii) assuming that the benefit commences under this Plan

               (a)  on the Participant's 65th birthday, if the Participant
                    terminates service (or is treated as terminating service)
                    prior to age 55;

               (b)  on the Participant's 62nd birthday, if the Participant
                    terminates service on or after reaching age 55 and before
                    reaching age 62; and

               (c)  on the Participant's 65th birthday, if the Participant
                    terminates service on or after reaching age 62.

          (c)  Minimum Benefit Accumulation Threshold.  No Accelerated Benefits
               ---------------------------------------
     shall commence to be paid, and no Participant shall be given the
     opportunity to fund an employee-grantor trust, until the Participant has
     accumulated benefits under this Plan, the Olin Supplementary Pension Plan
     and the Olin Deferral Benefit Pension Plan which, in the aggregate, have an
     actuarial present value of at least One Hundred Thousand Dollars
     ($100,000.00).

          4.5  Surviving Spouse Benefit.
               -------------------------

          (a)  The Surviving Spouse of a Participant who dies after commencing
                                                              -----
     regular monthly benefits shall receive a survivor benefit for his or her
     lifetime equal to 50% of the monthly payments that were being paid to the
     Participant under the Plan as of his death. The Surviving Spouse of a
     Participant who dies after having elected to receive

                                      -8-
<PAGE>

     Accelerated Benefits, but who as of the date of his death has not received
     the entire value of his Accelerated Benefits, shall receive the remainder
     of any Accelerated Benefits not yet paid in the form in effect with respect
     to the Participant.

          (b)  The Surviving Spouse of any Participant who dies prior to benefit
                                                                -----
     commencement shall be entitled to receive a benefit equal to 50% of the
     benefit that the Participant would have been entitled to had he survived to
     the earliest date on which he could commence benefits hereunder, retired
     and commenced monthly regular benefits under the Plan, and then died the
     next day.

          (c)  Notwithstanding (a) or (b) above, if the Surviving Spouse is more
     than four years younger than the Participant, then the "joint and survivor"
     benefit payable to the Participant (and the Surviving Spouses's portion of
     such Benefit) shall be calculated by using the Participant's actual age,
     and the Spouses's actual age increased by four (4) years.

          (d)  For purposes of this Plan, the term "Spouse" shall mean the
     person to whom a Participant is validly married at the date of his death,
     as evidenced by a marriage certificate issued in accordance with state law;
     provided however, that (i) if a Participant's Spouse at his or her death
     was not the Participant's Spouse at least 12 months prior to the
     Participant's death, no Surviving Spouse's retirement allowance shall be
     paid, and (ii) common law marriages shall not be recognized hereunder.


          4.6  Benefit Upon a Change of Control.
               --------------------------------

          (a)  Lump Sum Payment Upon a Change of Control.  The spin-off of
               -----------------------------------------
     Primex and Arch from Olin shall not be deemed to be a change of control
     entitling any Participant herein to benefits under this Plan.
     Notwithstanding any other provision of the Plan, upon a Change in Control,
     each Participant covered by the Plan shall automatically be paid a lump sum
     amount in cash by the Company sufficient to purchase an annuity which,
     together with the monthly payment, if any, under a Rabbi or other trust
     arrangement established by the Company to make payments hereunder in the
     event of a Change in Control and/or pursuant to any other annuity purchased
     by the Company for the Participant to make payments hereunder, shall
     provide the Participant with the same monthly after-tax benefit as he would
     have received under the Plan based on the benefits accrued to the
     Participant hereunder as of the date of the Change in Control.  Payment
     under this Section shall not in and of itself terminate the Plan, but such
     payment shall be taken into account in calculating benefits under the Plan
     which may otherwise become due the Participant thereafter.

          (b)  No Divestment Upon a Change of Control.  If a Participant is
               --------------------------------------
     removed from participation in the Plan after a Change of Control has
     occurred, in no event shall his years of Benefit Service accrued prior to
     such removal, and the benefit accrued prior thereto, be adversely affected.

                                      -9-
<PAGE>

          (c)  Change of Control Defined.
               -------------------------

          For purposes of the Plan, a "Change in Control" shall be deemed to
          have occurred if

          (i) the Company ceases to be, directly or indirectly, owned of record
          by at least 1,000 stockholders; or

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

          (iii) during any period of two consecutive years, individuals who at
          the beginning of such period constitute the Company's Board of
          Directors (together with any new Director whose election by the
          Company's Board or whose nomination for election by the Company's
          stockholders, was approved by a vote of at least two-thirds of the
          Directors of the Company 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; or

          (iv) all or substantially all of the business of the Company is
          disposed of pursuant to a merger, consolidation or other transaction
          in which the Company is not the surviving corporation or the Company
          combines with another company and is the surviving corporation (unless
          the shareholders of the Company 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 entities, if any, that succeed to
          the business of the Company or (y) the combined company); or

          (v) the shareholders of the Company approve a sale of all or
          substantially all of the assets of the Company or a liquidation or
          dissolution of the Company.

          (d)  Arbitration.  Any dispute or controversy arising under or in
               -----------
     connection with the Plan subsequent to a Change in Control shall be settled
     exclusively by arbitration in Connecticut, in accordance with the rules of
     the American Arbitration Association then in effect.  Judgment may be
     entered on the arbitrator's award in any court having jurisdiction.

                                      -10-
<PAGE>

          4.7  Removal from the Plan; Non-Payment of Benefits.
               -----------------------------------------------

          (a)  Any Participant may be removed from the Plan by the Selection
     Committee at any time "for cause", as determined by the Selection 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 or Employing
     Company without the consent of the Selection Committee.  Neither the
     Participant nor his or her 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
     Spouse shall not be required to return any payments made prior to removal
     of the Participant from the Plan.

          (b)  The Selection Committee may notify a Participant that he or she
     is being suspended from the Plan as a result of job performance which the
     Selection Committee in its sole discretion deems unsatisfactory.  From and
     after the date of such notification and notwithstanding the Participant's
     actual Hay Points, he or she will not be deemed to have 2,000 or more Hay
     Points for purposes of calculating the Participant's Retirement Allowance.
     Any prior Years of Benefit Service shall not be affected by such
     suspension.

                               ARTICLE V. Funding

          5.1  Unfunded Plan.  This Plan shall be unfunded.  All payments under
               -------------
     this Plan shall be made from the general assets of the Employing Company of
     the Participant.

          5.2  Liability for Payment.  Each Employing Company shall pay the
               ---------------------
     benefits provided under this Plan with respect to Participants who are
     employed, or were formerly employed by it during their participation in the
     Plan.  In the case of a Participant who was employed by more than one
     Employing Company, the Committee shall allocate the cost of such benefits
     among such Employing Companies in such manner as it deems equitable.  The
     obligations of the Employing Company shall not be funded in any manner.
     The rights of any person to receive benefits under this Plan are limited to
     those of a general creditor of the Employing Company liable for payment
     hereunder.

          5.3  Anti-alienation.  No Participant or beneficiary shall have the
               ---------------
     right to assign, transfer, encumber or otherwise subject to any lien any
     payment or any other interest under this Plan, nor shall such payment or
     interest be subject to attachment, execution or levy of any kind.


                        Article VI. Plan Administration
                        -------------------------------


          6.1  Plan Administrator.  The Company hereby appoints the Benefit Plan
               -------------------
     Review Committee as the Plan Administrator (the "Plan Administrator" or
     "Committee").   Any

                                      -11-
<PAGE>

     person, including, but not limited to, the directors, shareholders,
     officers and employees of the Company, shall be eligible to serve on the
     Committee. Any person so appointed shall signify his acceptance by
     undertaking the duties assigned. Any member of the Committee may resign by
     delivering written resignation to the Company. The Company may also remove
     any member of the Committee by delivery of a written notice of removal,
     which shall take effect upon delivery or on a date specified. Upon
     resignation or removal of a Committee member, the Company shall promptly
     designate in writing such other person or persons as a successor.


          6.2  Allocation and Delegation.  The Committee members may allocate
               -------------------------
     the responsibilities among themselves, and shall notify the Company in
     writing of such action and the responsibilities allocated to each member.


          6.3  Powers, Duties and Responsibilities.  Except for those powers
               -----------------------------------
     expressly reserved to the Selection Committee, the Plan Administrator shall
     have all power to administer the Plan for the exclusive benefit of the
     Participants and their Beneficiaries, in accordance with the terms of the
     Plan.  The Plan Administrator shall have the absolute discretion and power
     to determine all questions arising in connection with the administration,
     interpretation and application of the Plan.  Any such determination by the
     Plan Administrator shall be conclusive and binding upon all persons.  The
     Plan Administrator may correct any defect or reconcile any inconsistency in
     such manner and to such extent as shall be deemed necessary or advisable to
     carry out the purposes of the Plan; provided, however, that such
     interpretation or construction shall be done in a non-discriminatory manner
     and shall be consistent with the intent of the Plan.

     The Plan Administrator shall:

          (a) compute the amount and kind of benefits to which any Participant
     shall be entitled hereunder;

          (b) maintain all necessary records for the administration of the Plan;

          (c) interpret the provisions of the Plan and make and publish such
     rules for regulation of the Plan as are consistent with the terms hereof;

          (d) assist any Participant regarding his rights, benefits or elections
     available under the Plan; and

          (e) communicate to Participants and their Beneficiaries concerning the
     provisions of the Plan.

                                      -12-
<PAGE>

          6.4  Records and Reports.  The Plan Administrator shall keep a record
               --------------------
     of all actions taken and shall keep such other books of account, records
     and other information that may be necessary for proper administration of
     the Plan.  The Plan Administrator shall file and distribute all reports
     that may be required by the Internal Revenue Service, Department of Labor
     or others, as required by law.

          6.5  Appointment of Advisors.  The Plan Administrator may appoint
               ------------------------
     accountants, actuaries, counsel, advisors and other persons that it deems
     necessary or desirable in connection with the administration of the Plan.

          6.6  Majority Actions.  The Committee shall act by a majority of their
               ----------------
     numbers, but may authorize one or more of them to sign all papers on their
     behalf.

          6.7  Indemnification of Members.  The Company shall indemnify and hold
               ---------------------------
     harmless any member of the Committee from any liability incurred in his or
     her capacity as such for acts which he or she undertakes in good faith as a
     member of such Committee.


                     Article VII. Termination and Amendment
                     --------------------------------------

          7.1  Amendment or Termination.  The Company may amend or terminate the
               ------------------------
     Plan at any time, in whole or in part, by action of its Board of Directors
     or any duly authorized committee or officer.  Any Employing Company may
     withdraw from participation in the Plan at any time. No amendment or
     termination of the Plan or withdrawal therefrom by an Employing Company
     shall adversely affect the vested benefits payable hereunder to any
     Participant for service rendered prior to the effective date of such
     amendment, termination or withdrawal.


                           Article VIII. Miscellaneous
                          ----------------------------

          8.1  Gender and Number.  Whenever any words are used herein in the
               -----------------
     masculine, feminine or neuter gender, they shall be construed as though
     they were also used in another gender in all cases where such would apply,
     and whenever any words are used herein in the singular or plural form, they
     shall be construed as though they were also used in another form in all
     cases where they would so apply.

          8.2  Action by the Company.  Whenever the Company under the terms of
               ---------------------
     this Plan is permitted or required to do or perform any act or thing, it
     shall be done and performed by an officer or committee duly authorized by
     the Board of Directors of the Company.

          8.3  Headings.  The headings and subheadings of this Plan have been
               ---------
     inserted for convenience of reference only and shall not be used in the
     construction of any of the provisions hereof.

                                      -13-
<PAGE>

          8.4  Uniformity and Non Discrimination.  All provisions of this Plan
               ----------------------------------
     shall be interpreted and applied in a uniform nondiscriminatory manner.

          8.5  Governing Law.  To the extent that state law has not been
               --------------
     preempted by the provisions of ERISA or any other laws of the United States
     heretofore or hereafter enacted, this Plan shall be construed under the
     laws of the State of Connecticut.

          8.6  Employment Rights.  Nothing in this Plan shall confer any right
               ------------------
     upon any Employee to be retained in the service of the Company or any of
     its affiliates.

          8.7  Incompetency.  In the event that the Plan Administrator
               -------------
     determines that a Participant is unable to care for his affairs because of
     illness or accident or any other reason, any amounts payable under this
     Plan may, unless claim shall have been made therefor by a duly appointed
     guardian, conservator, committee or other legal representative, be paid by
     the Plan Administrator to the spouse, child, parent or other blood relative
     or to any other person deemed by the Plan Administrator to have incurred
     expenses for such Participant, and such payment so made shall be a complete
     discharge of the liabilities of the Plan therefor.



                                    OLIN CORPORATION



                                    By:___________________________
                                        Its

                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>


                                                                      Exhibit 12


                 OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES

          Computation of Ratio of Earnings to Fixed Charges (Unaudited)
                                  (In millions)



                                                              Nine Months
                                                           Ended September 30,
                                                           -------------------
                                                           2000           1999
                                                          ------         ------
Earnings:
Income from continuing operations before taxes            $106.8         $ 11.7
Add (deduct):
   Equity in income of non-consolidated affiliates          (1.1)             -

   Amortization of capitalized interest                      0.2            0.3

   Capitalized interest                                     (0.4)             -

   Fixed charges as described below                         20.4           20.1
                                                          ------         ------
         Total                                            $125.9         $ 32.1
                                                          ======         ======


Fixed Charges:
   Interest expensed and capitalized                      $ 12.2         $ 12.1

   Estimated interest factor in rent expense                 8.2            8.0
                                                          ------         ------
         Total                                            $ 20.4         $ 20.1
                                                          ======         ======


Ratio of earnings to fixed charges                           6.2            1.6
                                                          ======         ======

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements contained in Item 1 of Form 10-Q for the period ended
September 30, 2000 and is qualified in its entirety by reference to such
financial statements. Figures are rounded to the nearest 100,000 (except EPS).
</LEGEND>
<MULTIPLIER> 1000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          42,200
<SECURITIES>                                    25,000
<RECEIVABLES>                                  255,200
<ALLOWANCES>                                         0
<INVENTORY>                                    195,400
<CURRENT-ASSETS>                               554,700
<PP&E>                                       1,633,000
<DEPRECIATION>                             (1,166,000)
<TOTAL-ASSETS>                               1,109,500
<CURRENT-LIABILITIES>                          266,700
<BONDS>                                        228,100
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        45,100
<OTHER-SE>                                     302,600
<TOTAL-LIABILITY-AND-EQUITY>                 1,109,500
<SALES>                                      1,133,300
<TOTAL-REVENUES>                             1,133,300
<CGS>                                          923,700
<TOTAL-COSTS>                                  923,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,800
<INCOME-PRETAX>                                106,800
<INCOME-TAX>                                    40,800
<INCOME-CONTINUING>                             66,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    66,000
<EPS-BASIC>                                       1.46
<EPS-DILUTED>                                     1.46


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
