UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

OLIN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. Section 240.14a-101.

SEC 1913 (3-99)

190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105

March 11, 2009

Dear Olin Shareholder:

We cordially invite you to attend our 2009 annual meeting of shareholders on April 23, 2009.

This booklet includes the notice and proxy statement, which describes the business we will conduct at the meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any multimedia presentations for the 2009 annual meeting.

Mr. Anthony W. Ruggiero, a Class I director, resigned from the board in June 2008 after nine years of service on the board. The board thanks Mr. Ruggiero for his contributions and extends its best wishes in his future endeavors.

We have added two new directors since our 2008 annual meeting. Mr. Vincent J. Smith is the retired President and Chief Executive Officer of Dow Chemical Canada, a subsidiary of The Dow Chemical Company and was elected by the board and began serving in August 2008. Mr. Gray G. Benoist is the Vice President, Finance and Chief Financial Officer of Belden, Inc. and was elected by the board and began serving in February 2009. As required by Virginia law and Olin’s Bylaws, Messrs. Benoist and Smith are standing for re-election by the shareholders at this year’s annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares on the Internet, by telephone or by completing and returning the proxy card in the enclosed envelope. If you plan to attend the annual meeting, please bring the lower half of your proxy card to use as your admission ticket for the meeting.

At last year’s annual meeting more than 87% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

Sincerely,

Joseph D. Rupp

Chairman, President and

Chief Executive Officer

YOUR VOTE IS IMPORTANT

We urge you to promptly vote the shares on the Internet, by

telephone or by completing, signing, dating and returning

your proxy card in the enclosed envelope.

OLIN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. Section 240.14a-101.

SEC 1913 (3-99)

190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105

March 10, 2010

Dear Olin Shareholder:

We cordially invite you to attend our 2010 annual meeting of shareholders on April 22, 2010.

This booklet includes the notice and proxy statement, which describes the business we will conduct at the meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any multimedia presentations for the 2010 annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares on the Internet, by telephone or by completing and returning the proxy card in the enclosed envelope. If you plan to attend the annual meeting, please bring the upper half of your proxy card to use as your admission ticket for the meeting.

At last year’s annual meeting more than 92% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

Sincerely,

Joseph D. Rupp

Chairman, President and

Chief Executive Officer

YOUR VOTE IS IMPORTANT

We urge you to promptly vote the shares on the Internet, by

telephone or by completing, signing, dating and returning

your proxy card in the enclosed envelope.

OLIN CORPORATION

Notice of Annual Meeting of Shareholders

Clayton, Missouri

March 11, 200910, 2010

OLIN CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To be Held April 23, 200922, 2010

GENERAL QUESTIONS

Why did I receive this proxy statement?

You received this proxy statement because you owned shares of Olin common stock, par value $1 per share, which we sometimes refer to as common stock, at the close of business on February 27, 2009.26, 2010. Olin’s board of directors is asking you to vote at the 20092010 annual meeting for each of the director nominees identified in Item 1 and for Items 2, 3 and 34 listed in the notice of the annual meeting of shareholders. This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision.

When was this proxy material mailed to shareholders?

We began to mail the proxy statement and form of proxy to shareholders on or about March 11, 2009.10, 2010.

What if I have questions?

If you have questions, please write them down and send them to the Secretary at Olin’s principal executive office at 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105.

What will I be voting on?

You will be voting on:

The proposal to ratify the appointment of KPMG LLP as Olin’s independent registered public accounting firm for 2010 is considered a discretionary item for which a broker will have discretionary power if you do not give instructions with respect to this proposal. In a change from prior years, as a result of amendments to the NYSE rules, the proposal to elect directors is a non-routine matter for which a broker will not have discretionary voting power and for which specific instructions from beneficial owners are required. Also, the proposal to approve the Amended and Restated 1997 Stock Plan for Non-employee Directors is a non-routine matter for which specific instructions from beneficial

owners are required. As a result, a broker will not be allowed to vote on the election of directors or the proposal to approve this plan on behalf of its beneficial owner customers if the customers do not return specific voting instructions.

Could other matters be voted on at the annual meeting?

As of March 11, 2009,10, 2010, the items listed in the preceding question are the only matters being considered. If any other matters are properly presented for action, the persons named in the accompanying form of proxy will vote the proxy in accordance with their best judgment and opinion as to what is in the best interests of Olin.

How does the board recommend I vote on the proposals?

The board recommends a vote for each of the director nominees identified in Item 1 and for Items 2, 3 and 3.

How can I obtain directions to be able to attend the annual meeting and vote in person?

You may obtain directions to the Chase ParkCrowne Plaza Hotel in Clayton, MO by contacting the Chase ParkCrowne Plaza Hotel at (314) 633-3000726-5400 or by accessing their website at http://www.chaseparkplaza.com/contact/maps.phtml.www.cpclayton.com.

VOTING

Who can vote?

All shareholders of record at the close of business on February 27, 200926, 2010 are entitled to vote at the annual meeting.

How many votes can be cast by all shareholders?

At the close of business on February 27, 2009,26, 2010, the record date for voting, we had outstanding 77,545,22378,798,808 shares of common stock. Each shareholder on the record date may cast one vote for each full share owned. The presence in person or by proxy of the holders of a majority of such shares constitutes a quorum. If a share is present for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions, withheld votes in the election of directors and shares held in street name that are voted on any matter will be included in determining the number of votes present. Shares held in street name that are not voted on any matter at the meeting will not be included in determining whether a quorum is present.

How do I vote?

You may vote either in person at the annual meeting or by proxy. To vote by proxy, you must select one of the following options:

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If you vote in a timely manner by the Internet or telephone, you donot have to return the proxy card for your vote to count. The Internet and telephone voting procedures appear in the middleupper right of the enclosed proxy card. You may also log on to change your vote or to confirm that your vote has been properly recorded.

If you want to vote in person at the annual meeting, and you own your common stock through a custodian, broker or other agent, you must obtain a proxy from that party in their capacity as owner of record for your shares and bring the proxy to the annual meeting.

Where can I access an electronic copy of the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2008?2009?

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 23, 200922, 2010

You may access an electronic, searchable copy of the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20082009 at http://www.viewmaterial.com/wfss.mobular.net/wfss/oln.

How are votes counted?

If you specifically mark the proxy card (or vote by telephone or Internet) and indicate how you want your vote to be cast regarding any matter, your directions will be followed. If you sign and submit the proxy card but do not specifically mark it with your instructions as to how you want to vote, the proxy will be voted for the election of the directors named in this proxy statement in Item 1 and in favor of Items 2, 3 and 34 listed in the proxy.

National City Bank3

Wells Fargo Shareowner Services tabulates the shareholder votes and provides an independent inspector of election as part of its services as our registrar and transfer agent. If you submit a proxy card marked “abstain” or “withhold” on any item other than election of directors, your shares will not be voted on the item so marked and your vote will not be included in determining the number of votes cast on that matter.

Can I change my vote?

Yes. Whether you vote by Internet or telephone or submit a proxy card with your voting instructions, you may revoke or change your vote by:

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When are the votes due?

Proxies submitted by shareholders by Internet or by telephone will be counted in the vote only if they are received by 11:59 p.m. EasternCentral Daylight Time on April 22, 2009.21, 2010. Shares represented by proxies on the enclosed proxy card will be counted in the vote at the annual meeting only if wereceive your proxy card by April 22, 2009.21, 2010. Proxies submitted by CEOP participants will be counted in the vote only if they arereceived by 11:59 p.m. EasternCentral Daylight Time on April 20, 2009.2010.

How do I vote my shares held in the Olin Contributing Employee Ownership Plan or the Arch Chemicals, Inc. Contributing Employee Ownership Plan?

On February 27, 2009,26, 2010, the Olin Corporation Contributing Employee Ownership Plan (Olin CEOP) held 4,107,5244,349,829 shares of our common stock and the Arch Chemicals, Inc. Contributing Employee Ownership Plan (Arch CEOP) held 232,173217,449 shares. We sometimes refer to one or both of these plans as the CEOP. State Street Bank and Trust Company serves as the Trustee of the Olin CEOP and JPMorgan Chase Bank serves as Trustee of the Arch CEOP. If you are a participant in either CEOP, you may instruct the Trustee of that CEOP how to vote shares of common stock credited to you on the items of business listed on the proxy card by voting on the Internet or telephone or by indicating your instructions on your proxy card and returning it to us. The Trustees will vote shares of common stock held in the CEOP for which they donot receive voting instructions in the same manner proportionately as they vote the shares of common stock for which theydo receive instructions.

How do I vote my shares held in the Automatic Dividend Reinvestment Plan?

National City BankWells Fargo Shareowner Services is our registrar and transfer agent and administers the Automatic Dividend Reinvestment Plan. If you participate in our Automatic Dividend Reinvestment Plan, National City BankWells Fargo Shareowner Services will vote any shares of common stock that it holds for you in accordance with your instructions indicated on the proxy card you return or the vote you make by Internet or telephone. If you do not submit a proxy card for your shares of record or vote by Internet or telephone, National City BankWells Fargo Shareowner Services will not vote your dividend reinvestment shares.

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MISCELLANEOUS

Can I contact board members directly?

Our audit committee has established the following methods for shareholders or other interested parties to communicate directly with the board and/or its members.

The Olin Board or (Name of the director)

c/o Office of the Secretary

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105

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Who pays for this proxy solicitation?

Olin will pay the entire expense of this proxy solicitation.

Who solicits the proxies and what is the cost of this proxy solicitation?

Our board is soliciting the proxies. We have hired The Proxy Advisory Group, LLC (Proxy Advisory Group), a proxy solicitation firm, to assist us with the distribution of proxy materials and vote solicitation. We will pay Proxy Advisory Group approximately $10,000 for its services and will reimburse Proxy Advisory Group for payments made to brokers and other nominees for their expenses in forwarding proxy solicitation materials.

How will the proxies be solicited?

Proxy Advisory Group will solicit proxies by personal interview, mail, and telephone, and will request brokerage houses and other custodians, brokers and other agents to forward proxy solicitation materials to the beneficial owners of Olin common stock for whom they hold shares. Our directors, officers and employees may also solicit proxies by personal interview and telephone.

How can I submit a shareholder proposal at the 20102011 annual meeting?

If you want to present a proposal to be considered for inclusion in the 20102011 proxy statement for the 20102011 annual meeting, you must deliver the proposal in writing to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 no later than November 11, 2009.2010. You must then present your proposal in person at the 20102011 annual meeting.

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If you want to present a proposal for consideration at the 20102011 annual meeting without including your proposal in the proxy statement, you must deliver a written notice (containing the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 no later than January 22, 2010.28, 2011. You must also present your proposal in person at the 20102011 annual meeting.

How can I directly nominate a director for election to the board at the 20102011 annual meeting?

According to Olin’s Bylaws, if you are a shareholder you may directly nominate an individual for election to the board if you deliver a written notice of the nomination to Olin’s Secretary no later than January 22, 2010.28, 2011. Your notice must include:

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Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

How can I recommend a director for the slate of candidates to be nominated by Olin’s board for election at the 20102011 annual meeting?

In addition to directly nominating an individual for election to the board as discussed above, you can suggest that our Directorsdirectors and Corporate Governance Committeecorporate governance committee consider a person for inclusion in the slate of candidates to be proposed by the board for election at the 20102011 annual meeting. You can recommend a person by delivering written notice to Olin’s board no later than October 12, 2009.2010. The notice must include the information described under the heading “What is Olin’s Director Nomination Process?director nomination process?” on pagepages 17 and 18, and must be sent to the address indicated under that heading. As noted above, the board is not required to include such nominee in the proxy statement.

How can I obtain shareholder information?

Shareholders may contact National City Bank,Wells Fargo Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan at:

National City Bank ShareholderWells Fargo Shareowner Services Operations

Locator 5352, PO Box 9230164874

Cleveland, OH 44101-4301St. Paul, MN 55164-0874

Telephone: (800) 622-6757

E-mail: shareholder.inquiries@nationalcity.com468-9716

Internet: www.nationalcity.com/shareholderservices

For technical assistance with this website, call Shareholder Communications at (800) 622-6757 between 8 a.m. – 5 p.m. Eastern Time, Monday – Friday.www.shareowneronline.com, click on “contact us”

Shareholders can sign up for NCStockAccessonline account access through National City BankWells Fargo Shareowner Services for fast, easy and secure access 24 hours a day, 7 days a week for future proxy materials, investment plan statements, tax documents and more. To sign up log on to NCStockAccess at www.nationalcity.com/shareholderserviceswww.shareowneronline.com where step-by-step instructions will prompt you through enrollment or you may call (800) 622-6757468-9716 for customer service.

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CERTAIN BENEFICIAL OWNERS

Except as listed below, to our knowledge, no person beneficially owned more than five percent of our common stock as of February 28, 2009.2010.

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ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS

Who are the individuals nominated by the board to serve as directors?

The board of directors is divided into three classes. Each class has a term of office for three years, and the term of each class ends in a different year. Virginia law and Olin’s Bylaws require that any director elected by the board of directors shall serve only until the earlier of the next election of directors by the shareholders or until his or her successor is elected or until his or her earlier death, resignation or removal. The board has nominated Messrs. Bunch, Larrimore and O’Connor as Class I directors with terms expiring in 2013. The board expects that all of the nominees will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by the board, unless the board reduces the number of directors.

The board recommends that you vote FOR the election of Messrs. Bunch, Larrimore and O’Connor as Class I directors.

How many votes are required to elect a director?

A nominee will be elected as a director if a plurality of the votes cast in the election is in favor of the nominee. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast and will not affect the outcome of the vote in the election of directors.

Business Experience of Nominees and Continuing Directors

Set forth below is a description of the business experience of each director nominee and each continuing director, including a discussion of the specific experience, qualifications, attributes and skills that led our board to conclude that those individuals should serve as our directors.

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CLASS IIII

NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 20122013

		DONALD W. BOGUS, 62, retiredC. ROBERT BUNCH, 55, is Chairman of the Board and Chief Executive Officer of Global Tubing, LLC (a privately held company formed in January 2009 from his position as Senior Vice President of The Lubrizol CorporationApril 2007 to manufacture and President of Lubrizol Advanced Materials, Inc., a wholly-owned subsidiary of The Lubrizol Corporation (a global supplier of high performance specialtysell coiled tubing and related products for personal care, coatings, plastics, and various industrial products)services to the energy industry), a position he hadhas held since June 2004.May 2007. Mr. Bogus joined LubrizolBunch served as Chairman of Maverick Tube Corporation (a producer of welded tubular steel products used in April 2000energy and industrial applications which was acquired by Tenaris, S.A. in October 2006) from January 2005 until October 2006 and as Vice President and his duties included responsibility for the Fluid Technologies for Industry business sectionChief Executive Officer from October 2004 until October 2006. Prior to joining Maverick, he was an independent oil service consultant from 2003 until 2004, and from 2002 to 2003 he served as the head of mergersPresident and acquisitions. Prior to joining Lubrizol, he was an ExecutiveChief Operating Officer at PPG Industries,Input/Output, Inc. (a manufacturer(an independent provider of coatings, glassseismic imaging technologies and industrialdigital, full-wave imaging solutions for the oil and specialty chemicals) wheregas industry). From 1999 to 2002, he served as Vice President and Chief Administrative Officer of Specialty Chemicals and Vice President of Industrial Coatings.Input/Output, Inc. Mr. BogusBunch earned a bachelor’s degree in biologyeconomics and chemistrya master’s degree in accounting from Baldwin Wallace College. He servesRice University and a juris doctorate degree from the University of Houston. In addition to serving on the Boardboard of TrusteesGlobal Tubing, LLC, he is Chairman of the board of directors of Sub-One Technology, Inc. (a privately held company with proprietary technology for Baldwin Wallace Collegedepositing hard, smooth, pure coatings on the internal surfaces of a broad spectrum of products) and a member of the board of directors of Smith InnerArmor Technologies (an affiliate of Sub-One Technology, Inc.). From May 2004 until August 2008, Mr. Bunch served on their Business Division’s Business Advisory Board.the board of directors (and as Chairman from January 2007 to August 2008) of Pioneer Drilling Company (a provider of land contract drilling services to independent and major oil and gas exploration and production companies). Olin director since 2005; member of the Compensation Committee and the Directors and Corporate Governance Committee. Mr. Bunch’s broad management responsibilities provide relevant experience in a number of strategic and operational areas.
		PHILIP J. SCHULZ, 64, was Managing PartnerRANDALL W. LARRIMORE, 62, served as the Chairman of PricewaterhouseCoopers (a registered public accounting firm) Hartford, Connecticut officeOlin from April 2003 through June 2005. From 1997 until his retirement in July 2003. Mr. Schulz alsoDecember 2002, he served as President and Chief Executive Officer of United Stationers Inc. (a $4 billion wholesaler/distributor of office products). From 1988 until 1997, he was President and Chief Executive Officer of MasterBrand Industries, Inc., a subsidiary of Fortune Brands, Inc. (a consumer products company). He holds a bachelor’s degree from Swarthmore College where he was trained as a chemist and an MBA degree from the Hartford office leader of PwC’s Consumer & Industrial Products & Services industry group.Harvard Business School. He joined Coopers & Lybrand in 1967 and was Managing Partneris co-chair of the Hartford office at the time of the merger of Coopers & Lybrandgovernance committee and Price Waterhouse in 1998. He was a member of the Firm Council and was a trustee of the PwC Foundation. He also served as a regional technical consultant and SEC reviewer and was assigned to the firm’s national office for two years. Olin’s board of directors has determined that Mr. Schulz qualifies as an “auditand audit committee financial expert” for Olin under applicable SEC rules. Mr. Schulz earned a bachelor’s degree in accounting from Niagara University and also completed the Tuck Executive Program at Dartmouth College. He is a director and Audit Committee Chair of The Connecticut Bank & TrustCampbell Soup Company (a state banking institution). Mr. Schulz is alsomanufacturer and marketer of soup and other food products) and a member of the Boardboard of Trusteesdirectors of St. Joseph College; a director of St. Francis Hospital; a director of the Lake Sunapee Protective AssociationNixon Uniform Service and is on the Board of Trustees of The McLean Fund.Medical Wear (a privately held company that provides, launders, and delivers medical apparel, linens, and other reusable products, primarily to healthcare providers). Olin director since 2003;1998; Chair of the Audit Committee and a member of the Directors and Corporate Governance Committee and the Executive Committee.

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		VINCENT J. SMITH, 59, served as President and Chief Executive Officer of Dow Chemical Canada, a subsidiary of The Dow Chemical Company (a diversified chemical manufacturing company) from 2001 until his retirement in 2004. From 1972 to 2000, he held positions of increasing responsibility in engineering, manufacturing and management, including the position of Business Director for Dow’s global chlor alkali assets. Mr. Smith has an extensive background in the chlor alkali industry. Mr. Smith earned a bachelor’s degree in chemical engineering from McMaster University. He is a member of the board of directors of Climate Change Central (a not-for-profit organization that brings private and public sector leaders together to find an effective way to manage climate change challenges in the province of Alberta, Canada). Olin director since 2008; member of the Compensation Committee and the Directors and Corporate Governance Committee.

CLASS II

NOMINEE FOR TWO-YEAR TERM EXPIRING IN 2011

		GRAY G. BENOIST, 56, has served as Vice President, Finance and Chief Financial Officer of Belden, Inc. (a designer, manufacturer and marketer of signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace) since August 2006. Mr. Benoist was previously Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc. (a business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions). During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group. He has a bachelor’s degree in Finance & Accounting from Southern Illinois University and an MBA from the University of Chicago. Olin director since 2009; member of the Audit Committee, Compensation Committee and the DirectorsExecutive Committee. Mr. Larrimore brings expertise in marketing, sales, strategic planning and Corporate Governance Committee.general management, as well as substantial experience in mergers and acquisitions.

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CLASS I

NOMINEE FOR ONE-YEAR TERM EXPIRING IN 2010

		JOHN M. B. O’CONNOR, 54,55, is Chairman and Chief Executive Officer of Tactronics Holdings, LLC (a privately held company that provides tactical integrated electronic systems to the military, civil service, Homeland Security and manufacturing markets). He also serves as Chairman of J.H. Whitney Investment Management, LLC (a firm which specializes in Hedge Fund and Fund of Fund strategies with particular emphasis in Asian Markets), a position he has held since January 2009. From June 2004 to January 2009, he served as Chief Executive Officer of J.H. Whitney Investment Management, LLC. Previously, Mr. O’Connor was Chairman of JP Morgan Alternative Asset Management, Inc. (part of the investment manager arm of JP Morgan), Chairman of JP Morgan Incubator Strategies, Inc. (a hedge fund investment arm of JP Morgan) and an Executive Partner of JP Morgan Partners (a private equity firm) and responsible for all proprietary and client Hedge Fund and Fund of Fund activities of JP Morgan, in addition to his responsibilities as a Senior Private Equity Manager. He was also a member of the Risk Management Committee of JP Morgan Chase, which is responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and an MBA degree from Columbia University Graduate School of Business. Mr. O’Connor serves as a Director of the Fund for Public Health in the City of New York (a public-private partnership which manages the City’s healthcare preparedness for bioterrorism threats) and is a trustee of the China Institute (the oldest institution in America focused on the U.S.-China relationship). Mr. O’Connor also serves on the boards of the Fund for the City of New York (an organization which develops and helps implement innovations in policy, programs, practices and technology in order to advance the functioning of government and nonprofit organizations) and The Animal Care and Control Center in the City of New York as well as North Carolina Outward Bound. Mr. O’Connor serves in a pro-bono capacity for the U.S. Department of Defense. He is a member of the Command Advisory Group of both the United States European Command and the United States Southern Command in addition to other temporary task forces. Olin director since 2006; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. O’Connor’s hedge fund and investment banking experience allow him to contribute broad financial and global expertise.

The board recommends that you vote FOR the election of Messrs. Bogus, Schulz and Smith as Class III directors, Mr. Benoist as a Class II director and Mr. O’Connor as a Class I director.

Who are the individuals nominated by the board to serve as directors?

The board of directors is divided into three classes. Each class has a term of office for three years, and the term of each class ends in a different year. The board of directors elected two new directors since the 2008 Annual Shareholders Meeting, one filled the vacancy created by Virginia Kamsky, who decided not to run for re-election in 2008 and the other filled the vacancy created by the resignation of Anthony Ruggiero in June 2008. Virginia law and Olin’s Bylaws require that any director elected by the board of directors shall serve only until the earlier of the next election of directors by the shareholders or until his or her successor is elected or until his or her earlier death, resignation or removal. The board has nominated Messrs. Bogus, Schulz and Smith for re-election by the shareholders as Class III directors, with terms expiring in 2012, Mr. Benoist as a Class II director with a term expiring in 2011 and Mr. O’Connor as a Class I director with a term expiring in 2010.

How many votes are required to elect a director?

A nominee will be elected as a director if a plurality of the votes cast in the election is in favor of the nominee. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast and will not affect the outcome of the vote in the election of directors.

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Who are the other remaining directors and when are their terms scheduled to expire?

The terms of the following directors will continue after the 20092010 annual meeting, as indicated below.

CLASS I

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2010

		C. ROBERT BUNCH, 54, is Chairman of the Board and Chief Executive Officer of Global Tubing, LLC (a privately held company formed in April 2007 to manufacture and sell coiled tubing and related products and services to the energy industry), a position he has held since May 2007. Mr. Bunch served as Chairman of Maverick Tube Corporation (a producer of welded tubular steel products used in energy and industrial applications which was acquired by Tenaris, S.A. in October 2006) from January 2005 until October 2006 and as President and Chief Executive Officer from October 2004 until October 2006. Prior to joining Maverick, he was an independent oil service consultant from 2003 until 2004, and from 2002 to 2003 he served as President and Chief Operating Officer at Input/Output, Inc. (an independent provider of seismic imaging technologies and digital, full-wave imaging solutions for the oil and gas industry). From 1999 to 2002, he served as Vice President and Chief Administrative Officer of Input/Output, Inc. Mr. Bunch earned a bachelor’s degree in economics, a master’s degree in accounting from Rice University and a juris doctorate degree from the University of Houston. In addition to serving on the board of Global Tubing, LLC, he serves on the board of directors for Z-Seis Corporation (a privately held company that provides geophysical services to the oil and gas industry) and Sub-One Technology, Inc. (a privately held company with proprietary technology for depositing hard, smooth, pure coatings on the internal surfaces of a broad spectrum of products). Olin director since 2005; member of the Compensation Committee and the Directors and Corporate Governance Committee.
		RANDALL W. LARRIMORE, 61, served as the Chairman of Olin from April 2003 through June 2005. From 1997 until his retirement in December 2002, he served as President and Chief Executive Officer of United Stationers Inc. (a wholesale distributor of office products). From 1988 until 1997, he was President and Chief Executive Officer of MasterBrand Industries, Inc., a subsidiary of Fortune Brands, Inc. (a consumer products company). He holds a bachelor’s degree from Swarthmore College and an MBA degree from the Harvard Business School. He is a member of the board of directors and audit and governance committees of Campbell Soup Company (a manufacturer and marketer of soup and other food products) and a member of the board of directors of Nixon Uniform Service, Inc. (a privately held company that provides, launders, and delivers medical apparel, linens, and other reusable products, primarily to healthcare providers). Olin director since 1998; Chair of the Directors and Corporate Governance Committee and a member of the Audit Committee, Compensation Committee and the Executive Committee.

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CLASS II

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2011

		GRAY G. BENOIST, 57, serves as Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer of Belden, Inc. (a designer, manufacturer and marketer of signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace). From August 2006 until February 2009 he served as Vice President, Finance and Chief Financial Officer of Belden, Inc. In February 2009, he assumed the title of Senior Vice President, Finance and Chief Financial Officer of Belden, Inc. and in November 2009 added the title of Chief Accounting Officer. Mr. Benoist was previously Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc. (a business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions). During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group. He has a bachelor’s degree in Finance & Accounting from Southern Illinois University and an MBA degree from the University of Chicago. Olin director since 2009; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. Benoist’s chief financial officer experience provides him with valuable financial and accounting expertise.
		RICHARD M. ROMPALA, 62,63, retired in July 2005 from his position as Chairman of The Valspar Corporation (a manufacturer and distributor of paints and coatings). Mr. Rompala served as Chairman of Valspar from 1998 until July 2005, Chief Executive Officer from 1995 through February 2005 and President from 1994 through 2001. Prior to 1994, Mr. Rompala served as Group Vice President-Coatings and Resins for two years and Group Vice President-Chemicals for five years at PPG Industries, Inc. (a manufacturer of coatings, glass and industrial and specialty chemicals). Mr. Rompala holds a bachelor’s degree in chemistry and a bachelor’s degree in chemical engineering from Columbia University and an MBA degree from Harvard Business School. Olin director since 1998; Lead Director, Chair of the Compensation Committee and member of the Audit Committee, Directors and Corporate Governance Committee and the Executive Committee. Mr. Rompala’s broad executive management experience provides him with in-depth knowledge of manufacturing and chemicals companies.

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		JOSEPH D. RUPP, 58,59, is Chairman, President and Chief Executive Officer of Olin. He has served as Chairman of Olin since July 2005 and held the positions of President and Chief Executive Officer since January 2002. Prior to that and since March 2001, he was Executive Vice President, Operations, and was responsible for all Olin business operations including the former Brass Division (which became part of the former Metals Group in 2002), Winchester and Chlor Alkali Products. He joined Olin’s Brass Division in 1972 and held a number of positions of increasing responsibility in the Brass Division manufacturing and engineering organization. In 1985, he was appointed Vice President, Manufacturing and Engineering. He was appointed President of Olin Brass and a Corporate Vice President in 1996. He holds a bachelor’s degree in metallurgical engineering from the University of Missouri, Rolla. Mr. Rupp serves on the board of directors of Quanex Building Products Corporation (a manufacturer of value-added engineered materials and components serving building products markets). Olin director since 2002; Chair of the Executive Committee. Mr. Rupp’s extensive history at Olin, together with his board service at other companies, provides him with in-depth knowledge of Olin’s business and the industry.

The terms of the other directors will continue after the annual meeting as indicated above. The board expects that all of the nominees will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by the board, unless the board reduces the number of directors.CLASS III

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2012

		DONALD W. BOGUS, 63, retired in January 2009 from his position as Senior Vice President of The Lubrizol Corporation and President of Lubrizol Advanced Materials, Inc., a wholly-owned subsidiary of The Lubrizol Corporation (a global supplier of high performance specialty products for personal care, coatings, plastics, and various industrial products), a position he had held since June 2004. Mr. Bogus joined Lubrizol in April 2000 as Vice President and his duties included responsibility for the Fluid Technologies for Industry business section and he served as the head of mergers and acquisitions. Prior to joining Lubrizol, he was an Executive Officer at PPG Industries, Inc. (a manufacturer of coatings, glass and industrial and specialty chemicals) where he served as Vice President of Specialty Chemicals and Vice President of Industrial Coatings. Mr. Bogus earned a bachelor’s degree in biology and chemistry from Baldwin Wallace College. He serves on the Board of Trustees for Baldwin Wallace College and on their Business Division’s Business Advisory Board. Olin director since 2005; member of the Compensation Committee and the Directors and Corporate Governance Committee. Mr. Bogus’ executive management positions have provided him with expertise in the chemicals industry, as well as merger and acquisition experience.

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		PHILIP J. SCHULZ, 65, was Managing Partner of PricewaterhouseCoopers (a registered public accounting firm) Hartford, Connecticut office until his retirement in July 2003. Mr. Schulz also served as the Hartford office leader of PwC’s Consumer & Industrial Products & Services industry group. He joined Coopers & Lybrand in 1967 and was Managing Partner of the Hartford office at the time of the merger of Coopers & Lybrand and Price Waterhouse in 1998. He was a member of the Firm Council and was a trustee of the PwC Foundation. He also served as a regional technical consultant and SEC reviewer and was assigned to the firm’s national office for two years. Olin’s board of directors has determined that Mr. Schulz qualifies as an “audit committee financial expert” for Olin under applicable SEC rules. Mr. Schulz earned a bachelor’s degree in accounting from Niagara University and also completed the Tuck Executive Program at Dartmouth College. He is a director and audit committee chair of The Connecticut Bank & Trust Company (a state banking institution). Mr. Schulz is also trustee emeritus of St. Joseph College; a director of St. Francis Hospital; a director of the Lake Sunapee Protective Association and is on the board of trustees of The McLean Fund. Olin director since 2003; Chair of the Audit Committee and a member of the Directors and Corporate Governance Committee and the Executive Committee. Mr. Schulz’s public accounting background provides him with invaluable financial and accounting expertise.
		VINCENT J. SMITH, 60, served as President and Chief Executive Officer of Dow Chemical Canada, a subsidiary of The Dow Chemical Co. (a diversified chemical manufacturing company) from 2001 until his retirement in 2004. From 1972 to 2000, he held positions of increasing responsibility in engineering, manufacturing and management, including the position of Business Director for Dow’s global chlor alkali assets. Mr. Smith has an extensive background in the chlor alkali industry. Mr. Smith earned a bachelor’s degree in chemical engineering from McMaster University. He is a member of the board of directors of Climate Change Central (a not-for-profit organization that brings private and public sector leaders together to find an effective way to manage climate change challenges in the province of Alberta, Canada). Olin director since 2008; member of the Compensation Committee and the Directors and Corporate Governance Committee. Mr. Smith’s executive service has provided him with valuable international and manufacturing experience, together with extensive knowledge of the Chlor Alkali industry.

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CORPORATE GOVERNANCE MATTERS

How many meetings did board members attend?

During 2008,2009, the board held eightnine meetings. As part of each board meeting, the non-executive directors met in executive session. All directors attended at least 75% of the meetings of the board and committees of the board on which they served. All of our directors attended the 20082009 annual shareholders meeting. Our policy regarding directors’ attendance at the annual shareholders meeting is that they are required to attend, absent serious extenuating circumstances.

Which board members are independent?

Our board has determined that all of its members, except Mr. Rupp, are independent in accordance with applicable New York Stock Exchange (NYSE) listing standards and applicable provisions of our Principles of Corporate Governance. In determining independence, the board confirms that a director has no relationship with Olin that violates the “bright line” independence standards under the NYSE listing standards. The board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. In assessing the materiality of a director’s relationship to Olin, the board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

In 2008, we sold2009, our board of directors adopted a bright line test for the types of de minimis transactions that do not warrant board consideration when making director independence determinations. This policy provides that any transaction or series of transactions between Olin (or its subsidiaries) and a director (or an organization in which he/she serves as a director, partner, shareholder or officer) does not impair that director’s independence if the transactions are for the purchase or sale of products or services that (i) involve less than $50,000 in the aggregate in any 12-month period and (ii) have the same pricing and other terms and conditions as transactions with unrelated and similarly situated customers or suppliers. Accordingly, in making its determination of approximately $174,000 of chlor alkali products to The Lubrizol Corporation and approximately $2,100 of chlor alkali products to Campbell Soup Company. Onedirector independence, the board did not consider transactions that fell within these parameters.

During 2009, one of our directors, Donald Bogus, retired as senior vice presidentJohn M. B. O’Connor, purchased approximately $9,000 of Lubrizol in January 2009.ammunition from Olin and a gun club of which Mr. O’Connor is a member and director, purchased approximately $46,000 of ammunition from Olin. Our board determined that these transactions did not impair Mr. Bogus had no material interest in these sales transactionsO’Connor’s independence because the transactionstotal amount involved was not significant to Olin and the purchases were made on our customary terms and conditions and amounted to less than 0.004% of Lubrizol’s total sales. One of our directors, Randall Larrimore,for unrelated third parties. Although Mr. O’Connor serves as an appointee on the Command Advisory Groups (as noted in his biographical information above), the board did not consider sales of directorsammunition by our Winchester Division to the service branches of Campbell Soup Company. Our board determinedthe Department of Defense to be relevant to determining Mr. O’Connor’s independence, given the nature of Mr. O’Connor’s service and the fact that Mr. Larrimore hadthose Command Advisory Groups have no material interestinvolvement in these sales transactions because the transactions were made on our customary terms and conditions, and amounted to 0.0001% of Campbell’s total sales.sourcing materials.

In 2008,2009, we matched charitable contributions made by several directors under our 50% matching contribution program, which is available to all employees. None of those amounts exceeded $5,000 and our board determined that such minimal charitable contribution matches do not constitute the type of relationship that could impair a director’s independence.

Does Olin have corporate governance guidelines and a code of conduct?

The board has adopted Principles of Corporate Governance and a Code of Conduct. The Code of Conduct applies to our directors and all of our employees, including our chief executive officer, chief financial officer, and principal accounting officer/controller. We discuss certain provisions of these documents in more detail below under the heading “Review, Approval or Ratification of Transactions with Related Persons.”

Each member of our board of directors, except Gray G. Benoist who joined the Board in February 2009, has completed a director education course within the last two years of at least eight hours in duration, accredited by RiskMetrics (formerly Institutional Shareholder Services).14

Each of our three major standing board committees (Audit, Compensation and Directors and Corporate Governance) acts under a written charter adopted by the board. All of these documents can be viewed on our website at www.olin.com in the Governance section under Governance Documents

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and Committees or are available from the company by writing to: George H. Pain, Vice President, General Counsel and Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105.Committees. In addition on that website, we will disclose any amendment to, or waiver from, a provision of our Code of Conduct for our directors and executive officers, including our chief executive officer, chief financial officer, principal accounting officer/controller or other employees performing similar functions.

Do Olin’s board and committees’committees conduct evaluations?

As required by NYSE rules, Olin’s board of directors as well as its Audit, Compensation and Directors and Corporate Governance Committees each conduct an annual performance evaluation.

What are the committees of the board?

Our committees of the board are:

TheAudit Committee, which held eight meetings during 2008,2009, advises the board on internal and external audit matters affecting us. The audit committee acts under a written charter adopted by the board in 1997, and reviewed and updated in 2006.2008. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of 1934 (Exchange Act) and the related rules as incorporated into the NYSE standard for independence. Its members are: Philip J. Schulz, Chair, Gray G. Benoist, Randall W. Larrimore, John M. B. O’Connor and Richard M. Rompala. Mr. Benoist became a committee member when he joined the board on February 19, 2009 and did not have the opportunity to attend committee meetings prior to that time. The board has determined that Philip J. Schulz meets the SEC definition of an “audit committee financial expert” and that each of the members of the audit committee is financially literate, as such term is interpreted by the board in its business judgment. The audit committee:

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TheCompensation Committee, which held six meetings during 2008,2009, sets policy, develops and monitors strategies for, and administers, the programs that are used to compensate the chief executive officer and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the compensation committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Richard M. Rompala, Chair, Donald W. Bogus, C. Robert Bunch, Randall W. Larrimore and Vincent J. Smith. Mr. Smith became a committee member when he joined the board on August 21, 2008 and did not have the opportunity to attend committee meetings prior to that time. The compensation committee:

The compensation committee’s charter authorizes the committee to delegate certain responsibilities to internal and independent accountants, internal and outside lawyers and other internal staff.

TheDirectors and Corporate Governance Committee, which held fivethree meetings during 2008,2009, assists the board in fulfilling its responsibility to our shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Randall W. Larrimore, Chair, Gray G. Benoist, Donald W. Bogus, C. Robert Bunch, John M. B. O’Connor, Richard M. Rompala, Philip J. Schulz and Vincent J. Smith. Mr. Smith became a

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committee member when he joined the board on August 21, 2008 and Mr. Benoist became a committee member when he joined the board on February 19, 2009. Messrs. Smith and Benoist did not have the opportunity to attend committee meetings prior to the time they joined the board. The directors and corporate governance committee:

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TheExecutive Committee meets as needed in accordance with our Bylaws. Between meetings of the board, the executive committee may exercise all the power and authority of the board (including authority and power over our financial affairs) except for matters reserved to the full board by Virginia law and matters for which the board gives specific directions. During 2008,2009, this committee held no meetings. The executive committee members are: Joseph D. Rupp, Chair, Randall W. Larrimore, Richard M. Rompala and Philip J. Schulz.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during 2008:2009:

None of our executive officers:

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What is Olin’s director nomination process?

Our directors and corporate governance committee acts as our nominating committee. As a policy, the committee considers any director candidates suggested by shareholders if we receive the appropriate information in a timely manner. Our Principles of Corporate Governance provide that the Board Chairboard chair and Chief Executive Officer, Lead Director,CEO, lead director, other directors, employees and shareholders, may recommend director nominees to the committee. The committee uses the same process to review and evaluate all

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potential director nominees, regardless of who recommends the candidate. The committee reviews and evaluates each nominee and the Committee Chair,committee chair, the Board Chairboard chair and CEO and Lead Directorlead director interview the potential board candidates selected by the committee. The interview results, along with the committee’s recommended nominees, are submitted to the full board.

CriteriaOur Principles of Corporate Governance describe criteria for new board members to include recognized achievement plus skills such as a special understanding or ability to contribute to some aspect of Olin’s business. Racial and gender diversity are important but not at the expense of particular qualifications and experience that are required to meet the needs of the board. The committee also strives to includeis tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. The principal qualitiesAlthough we have no formal policy on diversity for board members, our Principles of Corporate Governance provide that racial and gender diversity are important factors in assessing potential board members, but not at the expense of particular qualifications and experience required to meet the needs of the board. Furthermore, as part of the committee’s review of board composition, the board considers not only racial and gender diversity but diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective corporate director includeboard. Our Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom, and mature judgment.judgment as among the principal qualities of an effective director.

This year, we have fivethree nominees standing for re-election. Two of these individuals joined Olin’s board since our 2008 annual shareholders meeting: Vincent J. Smith and Gray G. Benoist. Mr. Smith was elected by the board and began serving in August 2008 and Mr. Benoist was elected by the board and began serving in February 2009. Messrs. Smith and Benoist were recommended by an outside director search firm that the board retained to identify potential candidates.

A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of his or her experience and other qualifications for the position, in writing addressed to the board of directors in care of the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105. The notice may be sent at any time, but for a candidate to be considered by the committee as a nominee for an annual shareholder meeting, we must receive the written information at least 150 days before the anniversary of the date of the prior year’s proxy statement. For example, for candidates to be considered for nomination by the committee at the 20102011 annual meeting, we must receive the information from shareholders on or before October 12, 2009.2010.

In addition to shareholders proposing candidates for consideration by the committee, Olin’s Bylaws allow shareholders to directly nominate individuals at the annual shareholder meeting for election to the board by delivering a written notice as described under the heading “How can I directly nominate a director for election to the board at the 20102011 meeting?” on pages 5 andpage 6 under the heading “Miscellaneous” above. Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

Who presides at executive sessions of theWhat is your board of directors?leadership structure?

In accordanceOur Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director or appoint a board chair who does not also serve as CEO. Currently, our CEO also serves as chairman of the board, and the board selects a separate independent lead director.

The board believes that this leadership structure is best for Olin at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member—the lead director. The role of our lead director is fundamental to our decision to combine the CEO and board chair positions. Our lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, Richardour lead director must be independent, and is responsible for:

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How does your board oversee Olin’s risk management process?

Our board is responsible for oversight of Olin’s risk assessment and management process. The board delegated to the compensation committee basic responsibility for oversight of management’s compensation risk assessment, and that committee reports to the board on its review. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to the board. The audit committee’s process includes:

In addition to the reports from the audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.

Frank M. Rompala,O’Brien, Vice President, Internal Audit, reports directly to our Lead Director, typically presides during executive sessionsaudit committee and has direct and unrestricted access to that committee. John E. Fischer, our Vice President and Chief Financial Officer, oversees our ERM process and fulfills the responsibilities of a chief risk officer. Mr. Fischer reports to the Chairman, President and CEO of the board’s independent directors.Corporation, but has direct access to our audit committee chair. Messrs. Fischer and O’Brien, individually or with other members of our management team, periodically meet in executive session with the audit committee.

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Report of the Audit Committee

The audit committee’s primary responsibility is to assist the board in its oversight of the integrity of the Corporation’s financial reporting process and systems of internal control, to evaluate the independence and performance of the Corporation’s independent registered public accounting firm, KPMG LLP, and internal audit functions and to encourage private communication between the audit committee and KPMG and the internal auditors.

The committee held eight meetings during the year. During the second half of 2008,2009, the audit committee also completed a self-assessment.

In discharging its responsibility, the audit committee reviewed and discussed the audited financial statements for fiscal year 20082009 with Management and KPMG, including the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61, Communication with Audit Committees.

In addition, the audit committee has received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the audit committee concerning independence. The audit committee discussed with KPMG the issue of its independence from Olin and reviewed KPMG’s reports on the firm’s quality review procedures and findings, results of peer reviews and investigations and inquiries, including corrective actions taken. The audit committee also negotiated the hiring of KPMG for the 20082009 audit and pre-approved all fees which SEC rules require the committee to approve to ensure that the work performed was permissible under applicable standards and would not impair KPMG’s independence.

Based on the audit committee’s discussions with management and KPMG and the audit committee’s review of KPMG’s written report and the other materials discussed above, the audit committee recommended that the board of directors include the audited consolidated financial statements in Olin’s Annual Report on Form 10-K for the year ended December 31, 2008,2009, to be filed with the SEC.

February 19, 200918, 2010

Philip J. Schulz, Chair

Gray G. Benoist

Randall W. Larrimore

John M. B. O’Connor

Richard M. Rompala

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SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

How much stock is beneficially owned by each director, anddirector nominee for director and by the named executive officers in the Summary Compensation Table?

This table shows how many shares of our common stock certain persons beneficially owned on January 15, 2009.2010. Those persons include each director, and director nominee, each named executive officer (NEO) in the Summary Compensation Table on page 31,34, and all directors and executive officers as a group. A person has “beneficial ownership” of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. “Investment power” means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table.

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Review, Approval or Ratification of Transactions with Related Persons

Our Principles of Corporate Governance and our Code of Conduct include policies and procedures requiring pre-approval of certain transactions involving our directors and employees and their family members and affiliated organizations if Olin is a direct or indirect participant. The policies define “family member” to mean a spouse, child, sibling, stepchild, stepparent, mother-, father-, son-, daughter-, or sister- in-law, or any other person living with the individual (except tenants and household employees). Affiliated organizations include those entities where the individual or family member serves as a director, executive officer or holder of 5% or more of the equity interests.

Our Principles of Corporate Governance require the directors and corporate governance committee (or, if that committee determines it is appropriate, the board) to pre-approve the following transactions with directors, family members and affiliated organizations:

Our Code of Conduct and related Corporate Policy Statement require the approval of the board of directors before an officer may serve as a director or provide services to another organization (as an officer, employee, consultant, etc.). Any such service by other employees must be pre-approved by our President and CEO, if the potential for a conflict of interest exists. These provisions also prohibit any employee or family member from having any direct or indirect interest in, or any involvement with or obligation to, any business organization (including any non-profit entity to which Olin makes contributions) which does or seeks to do business with Olin, or any Olin competitor, without pre-approval from the employee’s department head.

In granting pre-approval, the directors and corporate governance committee, board members and management focus on the best interests of Olin.

In addition to the pre-approval process described above, our Code of Conduct and related Corporate Policy Statements prohibit any director or employee from engaging in a transaction that might conflict with the best interests of Olin.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC, and these persons must furnish us with copies of the forms they file. Officers, directors and ten-percent beneficial owners complied with all Section 16(a) filing requirements in 2008, except for the inadvertent late filing (by one day, each) of two Form 4 filings related to five stock option exercises by Richard Hammett.2009.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Objectives

We design our executive compensation policies and programs to attract, motivate and retain the highest quality executives, with a focus on shareholder return. Our goal is to compete in the market for people with the talent and skills we believe necessary to our success. We construct our executive compensation program and its various components to reflect market practices. Several components of executive compensation vary with our results to align our executives’ interests with those of our shareholders and provide a motivational element. We also design our program to provide an incentive to executives to achieve other strategic objectives consistent with our goals.

General Executive Compensation Process

Our compensation committee consists of directors determined to be independent under the NYSE listing criteria. The committee establishes total compensation opportunities (and each of the individual elements) for Joseph D. Rupp, Chairman, President and Chief Executive Officer (the CEO). The committee also approves compensation of the other named executive officers (NEOs) based on recommendations by the CEO.

To assist it in performing its duties, the committee engages Exequity LLP, an independent board and management advisory firm. Exequity does no other work for Olin and so provides the committee with independent advice. In 2008,2009, the committee discussed its compensation philosophy with Exequity, but otherwise did not impose any specific limitations or constraints on, or otherwise direct, the manner in which Exequity performed its advisory services.

As advisor to the compensation committee, Exequity reviewed the total compensation strategy and pay levels for our named executive officers,NEOs, examined all aspects of our executive compensation programs to ensure their ongoing support of our business strategy, informed the committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the committee on all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management. The committee routinely meets in executive session (without the CEO or other officers present). As appropriate, Exequity attends some of those executive sessions. In addition to the committee’s retention of Exequity, Olin periodically retains one or more other compensation consulting firms to provide general services, such as actuarial services for pension plans.

Benchmarking

Our compensation consultant provides significant market data to the committee, including an annual assessment of our relative position among a group of over 350250 general manufacturing and services companies that we have used for benchmarking in the past several years, including 2008.2009. This group of companies consists of the entire community of manufacturing and services companies that participate in the Hewitt Associates Total Compensation DataBase™ (the DataBase), excluding companies that operate in energy services, retail, health services and financial sectors. Our committee reviews revenue-adjusted data from this cross-section of companies. We sometimes refer to this revenue-adjusted group as the “comparator group.” Our reliance on pay practices among a community as large and varied as the comparator group reflects the committee’s belief that our labor market for executive talent extends beyond the limited communitygroup of chemical and ammunition companies and spans all of the relevant manufacturing and services community. The committee believes that thisthe comparator group is a good representation of that labor pool, as the DataBase is a widely respected source of executive compensation information. Our decision to rely on it for competitive pay information ensures

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that a reputable and unrelated organization actively secures and analyzes the compensation data on

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which our committee bases its judgment about appropriate levels of pay for our executive officers. Throughout this Compensation Discussion and Analysis, references to “competitive data” or “market” mean this statistical summarized data for the comparator group.

The data relied upon by the committee waswere a statistical summary of the pay practices for the companies in the comparator group, and waswere not representative of any individual company. In fact, the committee does not know the identity of the companies whose pay practices are reflected in the DataBase, nor does it receive information with respect to pay practices at any individual company included in the DataBase. Instead, the committee considered the median pay levels in the comparator group after adjusting the pay practices for an observable relationship between executive pay levels and company size and relied on those statistical representations as typifying revenue-adjusted general industry norms. It was against these norms that the committee drew its conclusions about the appropriateness of the executive officer pay levels and based its decisions about 20082009 pay adjustments.

Elements of Compensation

Overview.    The committee determines the total target compensation level for the CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group. The CEO relies on comparator group standards to recommend, for the committee’s review and approval, the levels and mix of elements for all of our executive officers. Although the committee is not bound to mirror the comparator group standards when it makes decisions on compensation levels and the mix of elements, the committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. Certain components of executive compensation (such as portions of change in control payments) are based directly on salary and annual cash incentive. Other target components of compensation are linked to salary—for example annual and long-term incentive awards.

For 2008 and 2009 compensation in each of the last three years, the committee also reviewed the relationship between the CEO’s compensation and the compensation for the other named executive officers.NEOs. The committee determined that the pay relationships are appropriate in light of the committee’s understanding of the typical pay relationships at other companies.

We list the primary elements of our executive compensation below, together with relevant information about each element:

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The percentage of total compensation allocated to each element varies by individual. The committee determines the appropriate mix of these elements after considering prevailing practices in the comparator group. Our executives also participate in certain other benefits, such as general health, life and disability insurance plans, most of which are available to all salaried employees.

As a guideline, the committee intends that expenditures with respect to base salaries, total cash compensation (salary and annual cash incentive), and total compensation (total cash compensation plus the grant date value of long-term incentive awards) approximate the median of the comparator group practices.group. The committee believes that managing overall pay to the market median allows us to attract, motivate, and retain the quality executive talent Olin needs. Actual pay levels for any individual named executive officer,NEO, however, may be below or above the median. The following table illustrates our pay objectives and our target compensation positioning for our named executive officers in 2008:2009:

Our general practice for an executive who is new in his/her position is to establish compensation below the market, and to increase it to market level over the first several years, assuming that performance warrants such increases. Other material increases in compensation generally relate to promotions or added responsibilities. For example, when Mr. Rupp became CEO in 2002, his base salary was well below the median of the comparator group, largely to reflect his short tenure as our CEO. During the past three years, Mr. Rupp’s salary has been near the median level of the comparator group.

Salary.    The committee generally makes salary adjustments for the named executive officersNEOs on an annual basis, but when warranted by cash flow considerations, this period has been extended to 18 months or more, and we have frozen executive base salaries for periods of time. In the past 10 years, we have not decreased base salary for any named executive officer.NEO.

After reviewing comparator group practices, the committee determined that increases were required in 20082009 to ensure that salaries for our executive officers approximated the market median. The committee approved the following salaries for our named executive officers,NEOs, effective April 1, 2008:2009: Mr. Rupp - $860,000;$880,000; Mr. Fischer - $386,000;$415,000; Mr. Pain - $376,000;$390,000; Mr. McIntosh - $353,000;$370,000; and Mr. McGoughHammett - $285,000.$290,000. In each instance, the approved increase reflected the committee’s assessment of:

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Annual Cash Incentive (Non-equity Incentive Plan Compensation).    Named executive officersNEOs participate in the Senior Management Incentive Compensation Plan, or SMICP, an incentive plan approved by our shareholders. The SMICP provides named executive officersNEOs with annual cash incentive opportunities comparable to the terms and conditions for awards of cash bonuses to our other executives (who participate in our Management Incentive Compensation Plan, or MICP). Using the SMICP for our named executive officersNEOs allows us to deduct payments to those individuals subject to the deduction limits of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).

The mechanics of the SMICP operation in 20082009 were as follows:

Although the committee exercises discretion to reduce annual incentives under the SMICP, it may not increase the payments above the maximum amounts established as described above, and the payout under the SMICP may not exceed 200% of the executive’s base salary. When using its discretion to reduce annual incentives for 2008,2009, the committee examined achievement with respect to financial goals and non-financial strategic accomplishments. In determining SMICP payments for named executive officersNEOs with company-wide responsibility (Messrs. Rupp, Fischer Pain and McGough)Pain), the committee considered the Company’s(i) Olin’s financial performance, especially 2008the generation of net income of $157.7$87.4 million and $1.11 of earnings per share (net of gains from sales of real estate and scrap, recoveries from environmental and Canadian tax settlements and asset retirement expenses) both of which were lower than in 2008, (ii) balanced by other accomplishments relating to the satisfaction of strategic sales goals, substantial operational savings, and improvements in safety, days away frequency rates and environmental performance. The committee also considered, in connection with the determination of the payment for Mr. Fischer, his effective and highly beneficial management of our debt obligations and balance sheet, and, for Mr. Pain, his successful efforts to secure extraordinary insurance recoveries that provided Olin with an increaseexceptional level of 56% over 2007, coupled with record performance in both operating divisions.incremental cash flow. In consideration of these results, the committee used its discretionary assessment of named executive officerNEO performance for the year and approved the awardsSMICP payments identified in the Summary Compensation Table. Each of these approved awards represents a reduction in award level from the recipient’s maximum permissible portion of the SMICP pool.

For Mr.Messrs. McIntosh and Hammett, who haseach have divisional responsibility, the committee adopted a blended consideration of Olin and divisional accomplishments, and applied a more formulaic approach to SMICP award determination. The committee decided that 25% of Mr. McIntosh’seach officer’s overall

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award should be a function of Olincompany-wide financial and non-financial accomplishments and 75% of his overall incentive award should reflect Chlor Alkali Products’divisional performance (where Chlor Alkali Products division financial objectives were assigned a 75% weight and division non-financial strategic objectives were assigned a 25% weight)weight for the applicable division). The committee’s discretionary decisions with respect to SMICP awards for 2009 reflected, for Mr. McIntosh’s SMICP awardMcIntosh, the Chlor-Alkali division’s generation of pretax income, operating cash flow, and return on capital, each of which fell below expectations, but was balanced by material improvement in productivity, impressive bleach product sales, bleach strategy implementation, and improved incident rates, and for 2008 reflected his contribution in connectionMr. Hammett, the Winchester division’s pretax income, operating cash flow, and return on capital, each of which greatly exceeded planned performance, coupled with the acquisition of Pioneerimproved operations, pricing, and the subsequent successful integration efforts and record pre-tax profits in the Chlor Alkali Products division.safety records. After reviewing these results, the committee used its discretion to approve for Mr.Messrs. McIntosh and Hammett the SMICP paymentpayments identified in the Summary Compensation Table.

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Long Term Incentive Compensation.    In 2008,2009, we allocated the value of long-term incentive compensation awards equally between performance shares and stock options. This combination of awards was deemed by the committee to optimize our emphasis on achieving stipulatedspecified performance goals that drive investor value and generating long-term appreciation in Olin’s stock price. The committee makes all equity awards to executive officers (both performance shares and stock options). The committee believes that its determination of stock option and performance share awards is highly representative of external market practices, (thebased on information on the comparator group).group.

All long-term incentive compensation plan participants are assigned target award levels at dollar values deemed by the committee to be competitive with external market practices, (thebased on information on the comparator group).group. The sum of all individual target awards represents our overall long-term incentive award value. The process the committee follows to determine stock option and performance share awards is described below.

Performance Shares.    Half the value of each participant’s 20082009 long-term incentive target award value was delivered in performance shares. The number of performance shares awarded to each participant was formulated by dividing half the participant’s target award value by the economic value of a performance share. Each executive received a target number of performance shares in early 2008,2009, which vest afterat the end of 2010, but the2011. The total number of performance shares that vest may vary between 25% and 150% of the target number. The actual number of performance shares that vest depends on our average annual return on capital for the three years ending December 31, 2010,2011, in relation to the average annual return on capital among the Modified S&P 1000Performance Share Comparison Group for that period, as set forth in more detail in the chart below:

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Olin’s return on capital performance against the Modified S&P 1000Performance Share Comparison Group for the relevant three-year period is determined after the data on the Modified S&P 1000 becomesPerformance Share Comparison Group become available (typically the summer after the three-year period ends). At that time, the performance shares earned are calculated and paid. The committee believes this performance share program provides a challenging level against which our performance is measured, as evidenced by the following table, which illustrates actual results of the return on capital matrix for each of the last severalfive three-year periods:

Stock Options.    The remaining half of each participant’s long-term incentive target award value is delivered in stock options. Stock options are granted annually from a committee-approved pool of

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option shares. The pool of stock options available for issuance each year equals half the value of the overall long-term incentive award value, divided by the Black-Scholes value of options for our common stock (not to be lower than 20% of the then-current market price of our common stock). This formulated pool of shares increases or decreases based on our trailing three-year total shareholder return (TSR) compared to the Modified S&P 1000,Performance Share Comparison Group, as follows:

We believe the Modified S&P 1000Performance Share Comparison Group represents our primary competition for investment capital, and therefore comprises an appropriate comparison group for performance purposes. We use TSR, which represents the increase in the fair market value of our common stock over the three-year period, including reinvestment of dividends, to tie executive rewards to our shareholders’ interests. The calculation of TSR calculation includes all dividends paid by the companies, consistent with the calculations for our Performance Graph included in our Form 10-K. As with our performance share program described above, the committee believes that formulating the stock option pool this way heightens the challenging character of the compensation opportunities available to our executives. As the table below demonstrates, our stock option pool increased in size only oncetwice in the past five years:

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The number of stock options granted to individual long-term incentive plan participants reflects the portion of the available pool represented by the individual’s target award. The committee (or the CEO, in the case of non-officers) may increase or decrease the option grant for an individual by up to 25% from the target level, although that discretion has not been exercised.

We approve option awards at the first committee meeting each year. In 2009,2010, the first committee meeting was January 22, 2009.2010. At that meeting, the committee approved the granting of options effective on February 5, 2009,2010, with an exercise price of $14.28$15.68 per share, the average of the high and low per share sales price of our common stock on the New York Stock Exchange on February 5, 2009. Whenever2010. When the first scheduled meeting has occurredoccurs before or near the time we release our year end earnings report, the committee has granted stock options:

The practice ensures that the exercise prices ofprice for stock options reflectedreflects all current information. Although we have no formal policy on granting options at a time when inside information may exist, the committee follows the procedure we describe above when necessary to ensure that option exercise prices reflect full disclosure of earnings information. We have not engaged in “back dating” of options, as our policies do not allow back dating. In addition, our optionequity plans do not permit option grants with an exercise price below the fair market value of our stock on the effective date of the option grant.

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Our CEO also has authority to grant a very limited number of options at other times during the year (no more than 50,000 total shares or 5,000 shares per employee), but may not grant options to anyone who is an officer within the definition of the rules under Section 16 of the Exchange Act, or “back date” any options. Consistent with the terms of our optionequity plans, options granted by our CEO may not have an exercise price below the fair market value of our stock on the effective date of the option grant.

Other Compensation.    The committee occasionally approves payments to an individual or group of employees to reflect special circumstances. Effective February 5, 2009,2010, the committee granted special restricted stock units totaling 96,665,89,998, to four of the named executive officersNEOs and 1514 other employees. Messrs. Fischer and Pain received grantsa grant for 13,333 shares, each, and Messrs.Mr. McIntosh and McGough received grantsa grant for 6,667 shares each.and Mr. Hammett received a grant for 3,333 shares. The restricted stock units vest on the earlier of a change in control or the third anniversary of the grant date, if the individual remains an Olin employee until that date, and accrue dividend equivalents until vesting. The committee retains discretionary authority, as it does with all restricted stock awards, to waive conditions for vesting prior to the scheduled vesting date upon termination of employment. The committee currently intends to make similar restricted stock awards in 2010 to the same employees. These awards serve as a retention incentive for a key group of officers and employees and also reward their extraordinary efforts and contributions to our recent restructuring activities over the past few years, including the sale of our Metals businessesbusiness and the acquisition and integration of Pioneer Companies, Inc.

We also offer a small number of other personal benefits to groups of employees. We provide some benefits, such as a portion of health insurance premiums and certain retirement benefits, to all salaried employees. We tie these benefits to competitive practices in the market, a practice the committee believes enables us to attract and retain executives with the talents and skill sets we require. Other items, such as certain life insurance benefits and the retirement and change in control benefits described below, are provided only to our NEOs and other senior managers. In addition, we currently provide automobile expenses and financial counseling services to some of our NEOs. We tie theseNEOs, but those benefits to competitive practices interminate at the market, a practice the committee believes enables us to attract and retain executives with the talents and skill sets we require.end of 2010.

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Retirement Benefits.    We offer retirement benefits as part of the package to recruit and retain employees, as well as to contribute to financial security in post-employment years. Our retirement benefits also reflect an individual’s contributions over his or her career with the company, as those benefits are based in part on the employee’s service. In general, we establish retirement benefits based on comparable programs offered by competitors. The committee believes nonqualified supplemental retirement plans like ours are commonly provided to executives at other companies, and offering these benefits helps us remain competitive for qualified senior-level executive talent. We periodically re-evaluate and update those plans to respond to changes in the market. For example, in 2005, we amended the Qualified Plan to eliminate participation for salaried employees hired on or after January 1, 2005, and as of December 31, 2007, we froze defined benefit pension accruals for salaried participants under the Qualified Plan, Supplemental Plan and Senior Plan. The following chart summarizes the benefits provided under our retirement plans for salaried employees:

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The Supplemental CEOP, the Supplemental Plan and the Senior Plan are unfunded, nonqualified deferred compensation plans for the named executive officersNEOs and a select group of other senior management employees. Because each of these three plans isare unfunded, participants receive benefits only if we have the financial resources to make the payments when due. The committee believes these nonqualified retirement supplements are commonly extended to executives at other companies, and by offering these benefits we remain competitive in the market for qualified senior-level executive talent. We describe the terms of our retirement plans in more detail in the narrative discussion following the table entitled “Pension Benefits” below.

Change in Control Agreements.    We provide change in control agreements to our senior management to ensure that our executives work to secure the best outcome for shareholders in the event of a possible change in control, even if it means that they lose their jobs as a result. As a retention incentive, each of our senior executives also has an agreement that provides certain benefits if the executive’s employment is terminated without cause. These agreements are described in detail under the discussion following the “Summary Compensation Table” and under the caption “Potential Payments Upon Termination or Change in Control.”

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The committee gives careful attention to all aspects of executive compensation and for the reasons discussed above remains confident that our executive compensation program satisfies our objectives.

Tax and Accounting Considerations

All elements of compensation, including salaries, generate charges to earnings under generally accepted accounting principles (GAAP). We generally do not adjust compensation based on accounting factors, but we consider the tax effect of various types of compensation. The committee considers the Code Section 162(m) limit on deductions for compensation over $1 million, and designs our stock options, the largest portion of our performance shares and our annual cash incentive to meet the exemption for “performance-based” compensation from this deductibility limit. It is possible, however, that portions of these awards will not qualify as “performance-based compensation,” and, when combined with salary and other compensation to a named executive officer,an NEO, may exceed this limitation in any particular year.

The American Jobs Creation Act of 2004 changedCode Section 409A implemented tax rules applicable to nonqualified deferred compensation arrangements, and Olin intendshas taken steps to comply with such rules to the extent applicable.

On February 19,In early 2009, our board, at the recommendation of the committee, adopted a “clawback” policy that allows Olin to recover all or a portion of payments under the SMICP or the MICP and performance share awards from certain executives. To recover compensation, our board or the committee must determine that the executive was grossly negligent or engaged in intentional misconduct that was a “significant contributing factor” to:

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Each executive who participates in the SMICP or the MICP is subject to the clawback policy. Amounts that we recover willare not be included in calculating that executive’s benefits under our Supplemental CEOP. Our recoupmentCEOP, and our recovery of amounts under the policy does not constitute an event permitting the executive to trigger severancethat triggers benefits under our severance agreements.

In addition to the clawback policy, our equity plans provide that if a participant in that plan renders service to one of our competitors, or discloses confidential information without our consent, or violates other terms of the plan, the committee may terminate any unvested, unpaid or deferred awards held by the participant, or may require the participant to forfeit benefits received under the plan within the six months before the participant’s action.

Our severance arrangements described below under “Potential Payments Upon Termination or Change in Control” provide that we will “gross up” the amount of excise tax due on “excess golden parachute payments” provisions under Code Section 280G. The committee considered this benefit in approving the terms of those agreements.

Stock Ownership Guidelines

We describe our stock ownership guidelines for directors under the heading “Director Compensation” below. Our stock ownership guidelines require executive officers and certain other senior managers to maintain specified ownership levels of our stock, based upon their positions. Under our current guidelines, our CEO is expected to attain stock ownership of at least 150,000 shares, and our other named executive officersNEOs are expected to hold at least 20,000 shares of our common stock.

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We expect an executive to achieve the appropriate ownership level within five years. Our committee monitors compliance with the stock ownership guidelines annually. To determine “stock ownership” under the guidelines, we include, in addition to shares the individual owns outright, restricted stock and restricted stock units, shares held in the executive’s CEOP account, shares subject to vested stock options with an exercise price below the current market price and one-half of the total target performance share awards payable in stock. All of our named executive officersNEOs met these guidelines as of the end of 2008.2009.

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal years ended December 31, 2009, 2008 2007 and 2006.2007.

3134

3235

3336

GRANTS OF PLAN-BASED AWARDS