EXHIBIT 10(s)
OLIN SUPPLEMENTARY AND DEFERRAL BENEFIT PENSION PLAN
(Restated as of February 8, 1999)
Article I. The Plan
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1.1 Establishment of Plan. Olin Corporation (the "Company") hereby
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restates the Supplementary Pension Plan and Deferral Benefit Pension Plan for
the benefit of salaried employees of Olin Corporation and other Employing
Companies who may be eligible to participate in the Plan. The restated Plan is
effective as of February 8, 1999 and is known as the "Olin Supplementary and
Deferral Benefit Pension Plan." For purposes of this Plan, an "Employing
Company" means any company which has adopted this Plan and is included within
the definition of an Employing Company under the terms of the qualified defined
benefit plans maintained by the Company or other Employing Companies (the
"Qualified Plans").
1.2 Purpose of Plan. The purpose of this Plan is to provide benefits to
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certain current and former salaried employees of the Company and other Employing
Companies whose benefits under the Qualified Plans ("Qualified Plan Benefits")
are limited (i) by Section 415 of the Internal Revenue Code of 1986, as amended
(the "Code"), (ii) by the limitations on compensation that can be taken into
account in calculating qualified plan benefits (i) under Section 401(a)(17) of
the Code, and (iii) by the inability to include in compensation for Qualified
Plan Benefits any salary and awards of management incentive compensation that
have been deferred by Eligible Employees into non-qualified plans or
arrangements. These limitations are collectively referred to herein as "Benefit
Limitations". This Plan is intended to provide such employees and their
Beneficiaries with benefits ("Supplemental Pension Benefits") equal to the
difference between what their Qualified Plan Benefits would be absent the
Benefit Limitations, and what their Qualified Plan Benefits would be with the
imposition of the Benefit Limitations.
1.3 Nature of Plan. This Plan is divisible into two components: that
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portion which provides for benefits in excess of the Code Section 415 limits
and, therefore, is intended to qualify for the exemption from the Employee
Retirement Income Security Act ("ERISA") as an "excess benefit plan", and that
portion which provides for benefits in excess of applicable compensation limits,
and is intended to be a supplemental executive retirement plan for management
and highly compensated employees.
Article II. Eligibility.
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2.1 Participation. Any Employee who is eligible to receive a Qualified
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Plan Benefit from the Company or an Employing Company, the amount of which is
reduced by reason of the application of a Benefit Limitation (as previously
defined) shall be eligible to receive a Supplemental Pension Benefit as provided
in this Plan.
2.2. Transfer of Arch Employees and Reserves. As of February 8, 1999, the
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effective date of the spin-off of Arch Chemicals, Inc. ("Arch") from the Company
(the "Arch Spin-off Date"), the employment of certain Company employees, who
were defined as "Arch Employees" within the meaning of the Employee Benefits
Allocation Agreement as of the same date, was transferred to Arch or its
affiliated companies. Those Arch Employees who had been participating in this
Plan immediately commenced participation in the Arch Supplementary and Deferral
Benefit Pension Plan (the "Arch Plan"), and Olin transferred to Arch the
reserves reflecting the value of the accrued liabilities of such employees under
this Plan; provided however that no transfer occurred with respect to an Arch
Employee until such Employee released Olin and its affiliates, and the Plan,
from any liability or claim for benefits with respect to such Employee's
participation in this Plan. From and after the Arch Spin-off Date, neither Olin
nor this Plan shall have any liability with respect to the former participation
by such Arch Employees in this Plan.
Article III. Calculation of Benefits.
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3.1 Amount of Benefit. The Supplemental Pension Benefit payable to a
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Participant retiring on or after his Normal Retirement Date shall be calculated
in the form of a single life annuity, commencing at the Participant's Normal
Retirement Date (or, if later, his actual retirement date) and shall be a
monthly amount equal to the difference between (a) and (b) below:
(a) the monthly amount of the Qualified Plan Benefit to which the
Participant would have been entitled had such benefit been calculated (i)
including non-qualified deferred payments of regular salary and deferred
awards under the management incentive plan, and (ii) without regard to the
Benefit Limitations imposed by Sections 415 and 401(a)(17) of the Code; and
(b) the monthly amount of the Qualified Retirement Plan Benefit actually
payable to the Participant.
The amounts described in (a) shall be calculated as of the date that the
Participant terminates service with the Company and all other Employing
Companies, in the form of a single life annuity payable over the lifetime of the
Participant commencing at his Normal Retirement Date (or, if later, his actual
retirement date).
3.2 Transfers between Olin and Arch. It is contemplated that Plan
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Participants may transfer their employment after the Arch Spin-off Date and on
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or before February 8, 2000 from Olin to Arch and vice versa and commence, or
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resume, participation in the Supplementary and Deferral Benefit Pension Plan of
their then new employer.
(a) Transfer to Arch from Olin. In the event that a Plan Participant
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transfers employment to Arch after the Arch Spin-off Date and on or prior
to February 8, 2000, his or her benefit accrual under this Plan shall cease
and Olin shall remain liable for
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payment of any benefits accrued under this Plan to the date of such
transfer. No separation from service shall be deemed to occur under this
Plan permitting a distribution under any provision of this Plan, and
benefits hereunder shall not commence, until the Participant has terminated
his employment with Arch and its affiliates and has otherwise qualified for
benefits hereunder. When commenced, benefits payable hereunder shall be
based upon the Participant's service with Olin to the date of transfer;
provided, however that Olin shall continue to recognize a Participant's
service with Arch and its affiliates subsequent to his transfer to Arch
solely for purposes of determining the Participant's vesting and attainment
of retirement dates under this Plan.
(b) Transfer to Olin from Arch. In the event that an Arch Employee
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transfers employment to Olin from Arch after the Arch Spin-off Date and on
or prior to February 8, 2000, benefit accrual under the Arch Plan shall
cease and Arch shall remain liable for payment of any benefits accrued
under the Arch Plan to the employees date of transfer to Olin. Benefits
shall not commence under the Arch Plan until the former Arch employee
terminates service with Olin and its affiliates and has otherwise qualified
for benefits under the Arch Plan. In computing benefits under this Plan and
determining attainment of retirement ages under this Plan, Olin shall
recognize the compensation received, and service rendered by such
Participant while employed by Arch and its affiliates up to the
Participant's date of transfer to Olin. When benefits commence under this
Plan, they shall be offset by the benefit that would be payable to the
Participant from the Arch Plan, as of the date benefits commence hereunder,
regardless of when such benefit under the Arch Plan actually commences.
Article IV. Payment of Benefits.
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4.1. Benefits commencing on or after Reaching Early Retirement Date.
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(a) A Participant may retire from active service with all Employing
Companies and commence benefits under this Plan at any time after reaching his
fifty-fifth (55th) birthday (his "Early Retirement Date"), provided, however,
that Accelerated Benefits (as defined in Section 4.4) may not commence until at
least twelve (12) full months following the Participant's actual retirement. A
Participant may commence benefits under this Plan regardless of the date on
which he actually commences benefits under the Olin Corporation Employees'
Pension Plan. In the case of Participants who transfer directly to Primex or
Arco Chemical Company ("Arco") (or who, in the case of Primex only, transfer
directly to Primex within five (5) years of the spin-off of Primex), and in the
case of Arch only, who transfer directly to Arch after the Arch Spin-off Date
and on or before February 8, 2000, "actual retirement" shall be construed to
mean retirement or termination of service from the transferee employer. Service
with Primex, Arco or Arch (and their affiliates) shall be credited in enabling
the Participant to attain his early retirement age under this Plan.
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(b) For purposes of determining whether a Participant has reached his
fifty-fifth (55th) birthday and, thus, is eligible to commence benefits under
this Section 4.1(a) instead of on a deferred vested basis, any Participant who
has completed at least seven (7) Years of Creditable Service (as defined in the
Olin Corporation Employees' Pension Plan) and who is at least age fifty-two (52)
and less than age fifty-five (55) on the date his service is terminated (without
taking into account any severance period) other than (i) for cause or (ii) as a
result of a voluntary termination, shall be treated as continuing as an active
Employee until age fifty-five (55). A Participant may not commence benefits
hereunder until he actually reaches age fifty-five (55). In the case of
Participants who transfer directly to Arco, or to Primex within five (5) years
of the spin-off of Primex, and in the case of Arch only, who transfer directly
to Arch after the Arch Spin-off Date and on or before February 8, 2000, service
with Arco, Primex and Arch, respectively, shall be credited in determining
whether the Participant has reached age 55 under this paragraph (b). Such
service shall be imputed for the sole purposes of determining whether the
Participant qualifies for subsidized early retirement benefits, and shall not be
treated as "Benefit Service" for the purpose of calculating the amount of the
benefit under this Plan.
(c) With respect to a Participant retiring from active service on or after
reaching his Early Retirement Date, the Plan Administrator will calculate the
Participant's retirement benefit then payable from all Olin non-qualified and
qualified pension plans using, in the case of the qualified pension plan
benefit, the Benefit Limitations then in effect, and using the early retirement
reductions specified in the Qualified Plan based upon the benefit commencement
date elected by the Participant for commencement of his qualified and non-
qualified plan benefits. In the case of a Participant who elects to defer
commencement of his qualified plan benefits, the Olin Non-qualified pension
plans, including this Plan, shall provide for the payment of the Participant's
estimated qualified plan benefit until such time as the Participant actually
commences his qualified plan benefit, at which time the amount of the
Participant's non-qualified plan benefit, including the benefits payable from
this Plan, shall be reduced dollar for dollar, but not below $0, by the amount
of the qualified pension plan benefit ultimately payable to the Participant,
based upon the Benefit Limitations in effect when the Participant actually
commences receipt of such qualified plan benefit.
4.2 Deferred Vested Employees. Any Participant who terminates active
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service with all Employing Companies prior to having reached age fifty-five
(55), may commence benefits under this Plan at any time after having reached age
fifty-five (55); provided, however, that his benefit hereunder shall subject to
the actuarial reductions that would be applicable under the Olin Qualified Plan,
and further provided that, in the case of Participants who transfer directly to
Primex, Arco or Arch within the timeframes specified above, service with those
respective companies and their affiliates shall be counted in enabling such
Participants to retire on or after attaining age fifty-five (55) and actually
retiring from Primex, Arco, or Arch as the case may be, in accordance with
Section 4.1 above. In the event that a Olin Employee transfers to and becomes
employed by Arch on or prior to February 8, 2000 but after the Arch Spin-off
Date, no separation from service shall be deemed to occur permitting a
distribution of benefits under this, or any other provision of the Plan.
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4.3 Payment of Regular Monthly Benefits along with Qualified Plan Benefits.
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(a) In the event that the Participant (i) does not elect to establish an
employee-grantor trust in accordance with Section 4.4(a), (ii) does not elect to
receive Accelerated Benefits in accordance with Section 4.4(a), and (iii) elects
to commence his benefits under this Plan at the same time that he commences his
Qualified Plan Benefit, then the Supplemental Pension Benefit payable hereunder
shall be paid commencing at the same time and in the same form as that in which
the Qualified Plan Benefit is payable to the Participant. If the Participant
elects an actuarially equivalent form of benefit payment with respect to his
Qualified Plan Benefits (with, if applicable, the consent of his surviving
Spouse), that same form of payment shall apply to payment of his Supplementary
Pension Benefit. Any election to receive regular monthly benefits under this
Section 4.3 must be made at least one full year prior to the Participant's
Accelerated Benefit Commencement Date.
(b) An election by the Participant with respect to the timing and form of
this Supplemental Pension Benefit shall be effective only if consented to by the
Plan Administrator. If not so approved, then the timing and form of the
Supplementary Pension Benefit shall be selected by the Plan Administrator in its
sole discretion.
(c) A Supplemental Pension Benefit that is payable in any form other than
a single life annuity, or which commences at any time prior to the Participant's
Normal Retirement Date shall be calculated using the same conversion factors and
actuarial adjustments as those specified in the Qualified Plan as of the date
that such benefit is being determined.
4.4 Choice of Employee-grantor Trust or Payment of Accelerated Benefits.
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(a) As of October 31 of the calendar year following the year in which a
Participant meets the Minimum Benefit Accumulation threshold provided for in
Section 4.5, the Actuarial Present Value (determined as hereinafter provided)
of the after-tax amount of a Participant's Supplemental Pension Benefit shall be
deposited in an employee-grantor trust established by the Participant unless, at
least one full year prior to the funding of such employee-grantor trust, the
Participant shall instead have elected to receive "Accelerated Benefits" as
hereinafter provided. If a Participant elects to receive Accelerated Benefits,
then the Actuarial Present Value of such Benefits shall be paid, at the election
of the Chairman of the Board of Directors of the Company, either in a single sum
or in up to three (3) annual installments (such single sum or annual
installments being referred to in this Plan as "Accelerated Benefits"). The
Participant's Accelerated Benefits shall commence on his Accelerated Benefit
Commencement Date, which shall be twelve full months following a Participant's
actual retirement date at age fifty-five (55) or later (the Participant's
"Accelerated Benefit Commencement Date"). For purposes of determining whether a
Participant has reached his fifty-fifth (55th) birthday and, thus, is eligible
to commence benefits under Section 4.1(a) instead of on a deferred vested basis
under Section 4.2, Section 4.1(b) shall apply. In the case of Participants who
transfer directly to Primex or Arco (or who, in the case of Primex only,
transfer directly to Primex within five (5) years of the spin-off of Primex),
and in the case of Arch only, who transfer directly to Arch after the Arch
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Spin-off Date and on or before February 8, 2000, "actual retirement" shall be
construed to mean retirement or termination of service from the transferee
employer. Service with Primex, Arco or Arch (and their affiliates) shall be
credited in enabling the Participant to attain his early retirement age (but not
in determining his Years of Benefit Service) under this Plan.
(b) In the event that an actively employed Participant elects not to
establish an employee-grantor trust, but instead to receive Accelerated
Benefits, regular monthly benefits shall commence to be paid upon such
Participant's actual retirement in accordance with Section 4.1 until such
Participant reaches his Accelerated Benefit Commencement Date, at which time
Accelerated Benefits shall be paid in the form and manner determined by the
Chairman of the Board of Directors of the Company, and in the case of the
Chairman, the Selection Committee, either in a single sum, in up to three (3)
annual installments, or in a combination of annuity payments and either a single
sum or annual installments, provided, however, that no monthly benefits shall be
paid to Participants who transfer to Primex, Arco or Arch until they separate
from Primex, Arco or Arch, respectively.
(c) In lieu of funding an employee-grantor trust or receiving Accelerated
Benefits, the Participant may elect, at least one full year prior to such
Accelerated Benefit Commencement Date, to receive benefit payments in an annuity
for life in accordance with Section 4.1 of this Plan.
4.5 Assumptions used for Determining Amount to be contributed to Employee-
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grantor Trust; Threshold for Accelerated Benefits.
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(a) Actuarial Assumptions for Employee-Grantor Trust. In determining the
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Actuarial Present Value of the Participant's Plan benefit to be used for
purposes of funding an employee-grantor trust, the benefit shall be determined
(i) as of the close of the Plan Year (i.e., December 31) prior to the
year in which the employee grantor trust is being funded;
(ii) using the Code Section 415 limits and 401(a)(17) limits then
currently in effect as of the date on which the actuarial present
value is being determined or may, in the discretion of the Plan
Administrator, be projected, using reasonable assumptions concerning
cost-of-living indices;
(iii) using an annuity purchase rate based upon a discount rate equal
to the rate for a zero coupon Treasury strip (determined approximately
at the time of the deposit to the employee-grantor trust) with a
maturity that approximates the Participant's life expectancy
determined as of the date the payment to the trust is scheduled to be
made; and
(iv) assuming that the benefit commences under this Plan
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(a) on the Participant's 65th birthday, if the Participant
terminates service (or is treated as terminating service)
prior to age 55;
(b) on the Participant's 62nd birthday, if the Participant
terminates service on or after reaching age 55 and before
reaching age 62; and
(c) on the Participant's 65th birthday, if the Participant
terminates service on or after reaching age 62.
(b) Actuarial Assumptions for Determining Accelerated Benefits. In
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determining the Actuarial Present Value of the Participant's Accelerated
Benefit, the benefit shall be determined
(i) as of the close of the Participant's retirement or termination of
service; and
(ii) using an annuity purchase rate based upon a discount rate equal
to the rate for a zero coupon Treasury strip (determined approximately
at the time that Accelerated Benefits are scheduled to commence) with
a maturity that approximates the Participant's life expectancy
determined as of the date the payment is scheduled to be made.
(c) Minimum Benefit Accumulation Threshold. No Accelerated Benefits
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shall commence to be paid, and no Participant shall be given the
opportunity to fund an employee-grantor trust, until the Participant has
accumulated benefits under this Plan, and the Olin Senior Executive Pension
Plan which, in the aggregate, have an actuarial present value of at least
One Hundred Thousand Dollars ($100,000.00).
4.6 Death Benefits.
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(a) The Beneficiary of a Participant who dies after commencing regular
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monthly benefits under Section 4.1 of this Plan shall receive a death benefit
under this Plan only if the form selected by, or in force with respect to, the
Participant under the Qualified Plan provides for a death benefit. For purposes
of this Plan, a Participant's Beneficiary shall be the Beneficiary designated to
receive death benefits under the Qualified Plan.
(b) The Beneficiary of a Participant who dies after having elected to
receive Accelerated Benefits, but who as of the date of his death has not
received the entire value of his Accelerated Benefits, shall receive the
remainder of any Accelerated Benefits not yet paid in the form in effect with
respect to the Participant.
(c) If a Participant dies prior to commencement of his Qualified Plan
Benefits under circumstances in which a pre-retirement survivor annuity is
payable under the Qualified Plan, then a supplemental surviving Spouse benefit
shall be payable under this Plan in a monthly amount that shall be equal to the
difference between
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(i) the monthly amount of the Qualified pre-retirement survivor
benefit to which the surviving Spouse would have been entitled under
the Qualified Plan had such benefit been calculated (i) including non-
qualified deferred payments of regular salary and deferred awards
under the management incentive plan, and (ii) without regard to the
Benefit Limitations imposed by Sections 415 and 401(a)(17) of the
Code; and
(ii) the monthly amount of the Qualified pre-retirement survivor
benefit that is actually payable to the surviving Spouse.
(d) For purposes of this Plan, the term "Spouse" shall mean the person to
whom a Participant is validly married at the date of his death, as evidenced by
a marriage certificate issued in accordance with state law; provided however,
that (i) if a Participant's Spouse at his or her death was not the Participant's
Spouse at least 12 months prior to the Participant's death, no Surviving
Spouse's retirement allowance shall be paid, and (ii) common law marriages shall
not be recognized hereunder.
4.7 Benefit Upon a Change of Control.
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(a) Lump Sum Payment Upon a Change of Control.
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The spin-off of Primex and Arch from Olin shall not be deemed to be a
change of control entitling any Participant herein to benefits under this Plan.
Notwithstanding any other provision of the Plan, upon a Change in Control, each
Participant covered by the Plan shall automatically be paid a lump sum amount in
cash by the Company sufficient to purchase an annuity which, together with the
monthly payment, if any, under a Rabbi or other trust arrangement established by
the Company to make payments hereunder in the event of a Change in Control
and/or pursuant to any other annuity purchased by the Company for the
Participant to make payments hereunder, shall provide the Participant with the
same monthly after-tax benefit as he would have received under the Plan based on
the benefits accrued to the Participant hereunder as of the date of the Change
in Control. Payment under this Section shall not in and of itself terminate the
Plan, but such payment shall be taken into account in calculating benefits under
the Plan which may otherwise become due the Participant thereafter.
(b) No Divestment Upon a Change of Control. If a Participant is removed
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from participation in the Plan after a Change of Control has occurred, in no
event shall his years of Benefit Service accrued prior to such removal, and the
benefit accrued prior thereto, be adversely affected.
(c) Change of Control Defined.
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For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred if
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(i) the Company ceases to be, directly or indirectly, owned of record
by at least 1,000 stockholders;
(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as "person"
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act"), other than the Company, a majority-
owned subsidiary of the Company or an employee benefit plan of the
Company or such subsidiary (or such plan's related trust), become(s)
the "beneficial owner" (as defined in Rule 13d-3 of the Act) of 20% or
more of the then outstanding voting stock of the Company; or
(iii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Company's Board of
Directors (together with any new Director whose election by the
Company's Board or whose nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the
Directors of the Company then still in office who either were
Directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the Directors then in office; or
(iv) all or substantially all of the business of the Company is
disposed of pursuant to a merger, consolidation or other transaction
in which the Company is not the surviving corporation or the Company
combines with another company and is the surviving corporation (unless
the shareholders of the Company immediately following such merger,
consolidation, combination, or other transaction beneficially own,
directly or indirectly, more than 50% of the aggregate voting stock or
other ownership interests of (x) the entities, if any, that succeed to
the business of the Company or (y) the combined company); or
(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company.
(d) Arbitration. Any dispute or controversy arising under or in
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connection with the Plan subsequent to a Change in Control shall be settled
exclusively by arbitration in Connecticut, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.
ARTICLE V. Funding
5.1 Unfunded Plan. This Plan shall be unfunded. All payments under this
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Plan shall be made from the general assets of the Employing Company of the
Participant. No provision shall at any time be made with respect to segregating
any assets of an Employing Company for payment of benefits hereunder. No
Participant, surviving Spouse or any other Beneficiary shall have any interest
in any particular assets of an Employing Company by reason of the right to
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receive a benefit under this Plan and shall have the rights only of a general
unsecured creditor of Employing Company with respect to any rights under the
Plan.
5.2 Liability for Payment. Each Employing Company shall pay the benefits
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provided under this Plan with respect to Participants who are employed, or were
formerly employed by it during their participation in the Plan. In the case of
a Participant who was employed by more than one Employing Company, the Committee
shall allocate the cost of such benefits among such Employing Companies in such
manner as it deems equitable. The obligations of the Employing Company shall
not be funded in any manner.
5.3 Anti-alienation. No Participant or Beneficiary shall have the right
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to assign, transfer, encumber or otherwise subject to any lien any payment or
any other interest under this Plan, nor shall such payment or interest be
subject to attachment, execution or levy of any kind.
Article VI. Plan Administration
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6.1 Plan Administrator. The Company hereby appoints the Benefit Plan
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Review Committee as the Plan Administrator (the "Plan Administrator" or
"Committee"). Any person, including, but not limited to, the directors,
shareholders, officers and employees of the Company, shall be eligible to serve
on the Committee. Any person so appointed shall signify his acceptance by
undertaking the duties assigned. Any member of the Committee may resign by
delivering written resignation to the Company. The Company may also remove any
member of the Committee by delivery of a written notice of removal, which shall
take effect upon delivery or on a date specified. Upon resignation or removal
of a Committee member, the Company shall promptly designate in writing such
other person or persons as a successor.
6.2 Allocation and Delegation. The Committee members may allocate the
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responsibilities among themselves, and shall notify the Company in writing of
such action and the responsibilities allocated to each member.
6.3 Powers, Duties and Responsibilities. Except for those powers
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expressly reserved to the Selection Committee, the Plan Administrator shall have
all power to administer the Plan for the exclusive benefit of the Participants
and their Beneficiaries, in accordance with the terms of the Plan. The Plan
Administrator shall have the absolute discretion and power to determine all
questions arising in connection with the administration, interpretation and
application of the Plan. Any such determination by the Plan Administrator shall
be conclusive and binding upon all persons. The Plan Administrator may correct
any defect or reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purposes of the Plan;
provided, however, that such interpretation or construction shall be done in a
non-discriminatory manner and shall be consistent with the intent of the Plan.
The Plan Administrator shall:
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(a) compute the amount and kind of benefits to which any Participant
shall be entitled hereunder;
(b) maintain all necessary records for the administration of the Plan;
(c) interpret the provisions of the Plan and make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;
(d) assist any Participant regarding his rights, benefits or elections
available under the Plan; and
(e) communicate to Participants and their Beneficiaries concerning the
provisions of the Plan.
6.4 Records and Reports. The Plan Administrator shall keep a record of
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all actions taken and shall keep such other books of account, records and other
information that may be necessary for proper administration of the Plan. The
Plan Administrator shall file and distribute all reports that may be required by
the Internal Revenue Service, Department of Labor or others, as required by law.
6.5 Appointment of Advisors. The Plan Administrator may appoint
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accountants, actuaries, counsel, advisors and other persons that it deems
necessary or desirable in connection with the administration of the Plan.
6.6 Majority Actions. The Committee shall act by a majority of their
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numbers, but may authorize one or more of them to sign all papers on their
behalf.
6.7 Indemnification of Members. The Company shall indemnify and hold
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harmless any member of the Committee from any liability incurred in his or her
capacity as such for acts which he or she undertakes in good faith as a member
of such Committee.
6.8 Construction of Plan Terms. Except as otherwise expressly provided in
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this Plan, all terms and conditions of the Qualified Plan shall be applicable to
a Supplemental and Deferral Pension Benefit payable hereunder.
Article VII. Termination and Amendment
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7.1 Amendment or Termination. The Company may amend or terminate the Plan
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at any time, in whole or in part, by action of its Board of Directors or any
duly authorized committee or officer. Any Employing Company may withdraw from
participation in the Plan at any time. No amendment or termination of the Plan
or withdrawal therefrom by an Employing Company shall adversely affect the
vested benefits payable hereunder to any Participant for service rendered prior
to the effective date of such amendment, termination or withdrawal.
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Article VIII. Miscellaneous
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8.1 Gender and Number. Whenever any words are used herein in the
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masculine, feminine or neuter gender, they shall be construed as though they
were also used in another gender in all cases where such would apply, and
whenever any words are used herein in the singular or plural form, they shall be
construed as though they were also used in another form in all cases where they
would so apply.
8.2 Action by the Company. Whenever the Company under the terms of this
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Plan is permitted or required to do or perform any act or thing, it shall be
done and performed by an officer or committee duly authorized by the Board of
Directors of the Company.
8.3 Headings. The headings and subheadings of this Plan have been
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inserted for convenience of reference only and shall not be used in the
construction of any of the provisions hereof.
8.4 Uniformity and Non Discrimination. All provisions of this Plan shall
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be interpreted and applied in a uniform nondiscriminatory manner.
8.5 Governing Law. To the extent that state law has not been preempted by
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the provisions of ERISA or any other laws of the United States heretofore or
hereafter enacted, this Plan shall be construed under the laws of the State of
Connecticut.
8.6 Employment Rights. Nothing in this Plan shall confer any right upon
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any Employee to be retained in the service of the Company or any of its
affiliates.
8.7 Incompetency. In the event that the Plan Administrator determines
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that a Participant is unable to care for his affairs because of illness or
accident or any other reason, any amounts payable under this Plan may, unless
claim shall have been made therefor by a duly appointed guardian, conservator,
committee or other legal representative, be paid by the Plan Administrator to
the spouse, child, parent or other blood relative or to any other person deemed
by the Plan Administrator to have incurred expenses for such Participant, and
such payment so made shall be a complete discharge of the liabilities of the
Plan therefor.
Dated: February 8, 1999 OLIN CORPORATION
By_________________________________
Its
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