ARCH CHEMICALS INC 10-K (Annual Reports) 2009-02-20

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
˛ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2008
or
® TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 1-14601
Arch Chemicals, Inc.

(Exact name of registrant as specified in its charter)
Virginia 06-1526315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Merritt 7
Norwalk, CT 06851
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:

(203) 229-2900
Securities registered pursuant to Section 12(b) of the Act:
Nam e of e ach e xch an ge on wh ich
Title of e ach class re giste re d
Common Stock New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicated by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ® No ˛ .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ® No ˛ .
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ˛ No ® .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ˛
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check One)
Large accelerated filer ˛ Accelerated filer ® Non-accelerated filer ® Smaller reporting company ®
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ® No ˛ .
As of June 30, 2008, the aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates of registrant
was $821,034,105.
As of January 31, 2009, 24,898,163 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in this Form 10-K as indicated herein:
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Part of 10-K in to wh ich
Docu m e n t incorporate d
Proxy Statement relating to Arch’s 2009 Part III
Annual Meeting of Shareholders
Table of Contents
TABLE OF CONTENTS
FORM 10-K
Page
No.
PART I
Item 1 Business 1
Item 1A Risk Factors 11
Item 1B Unresolved Staff Comments 17
Item 2 Properties 17
Item 3 Legal Proceedings 21
Item 4 Submission of Matters to a Vote of Security Holders 21
PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23
Item 6 Selected Financial Data 25
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 7A Quantitative and Qualitative Disclosures about Market Risk 54
Item 8 Financial Statements and Supplementary Data 56
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 104
Item 9A Controls and Procedures 104
Item 9B Other Information 105
PART III
Item 10 Directors, Executive Officers and Corporate Governance 106
Item 11 Executive Compensation 106
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 106
Item 13 Certain Relationships and Related Transactions, and Director Independence 107
Item 14 Principal Accountant Fees and Services 107
PART IV
Item 15 Exhibits and Financial Statement Schedules 108
Table of Contents
PART I
Item 1. Business
General
Arch Chemicals, Inc. (“Arch”, the “Company” or “We”) is a global biocides company providing chemistry-based and related solutions
to selectively destroy and control the growth of harmful microbes. We are focused on delivering profitable global growth driven by
innovation. Our focus is in water treatment, hair and skin care products, treated wood, preservation and protection applications such as for
paints and building products, and health and hygiene applications. The principal business segments in which we compete are Treatment
Products and Performance Products. Our ability and willingness to provide superior levels of technical service, chemical formulation skills,
regulatory expertise and customer support, the manufacturing flexibility of many of our facilities, and the cultivation of close customer
relationships are the core skills on which we rely to serve our global markets and customers.
The Company was organized under the laws of the Commonwealth of Virginia on August 25, 1998 as a wholly owned subsidiary of Olin
Corporation (“Olin”) for the purpose of effecting a tax-free distribution of Olin’s specialty chemical businesses (“Distribution”) to the
shareholders of Olin. The Distribution occurred on February 8, 1999 (“Distribution Date”) upon which the Company became a separate,
independent, publicly-held company.
The term “Company,” “We” or “Our” as used in Parts I and II of this Report means Arch Chemicals, Inc. and its subsidiaries unless the
context indicates otherwise. The Company’s products and services described in this Report may be sold, distributed, manufactured or
provided by Arch Chemicals, Inc. or by one or more of its subsidiaries, affiliates, or joint ventures.
We make available through our Internet website, which is located at http://www.archchemicals.com, our Annual Report on Form 10-K,
our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after being electronically filed with or furnished
to the Securities and Exchange Commission (“SEC”). We do not charge any fees to view, print or access these reports on our website through
the Internet. Interested persons may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website, located at http://www.sec.gov, that contains reports, proxy statements and other
information regarding registrants, such as the Company, that file electronically with the SEC.
Recent Developments
On October 10, 2008 Arch completed the acquisition of the water treatment chemicals business of Advantis Technologies, Inc.
(“Advantis”). Advantis, a subsidiary of Rockwood Holdings Inc., is a North American manufacturer and marketer of branded swimming pool,
spa and surface water treatment chemicals. The transaction included Advantis’ manufacturing center and headquarters located in Alpharetta,
GA, and leased warehouses and sales offices in California, Illinois and Wisconsin. The cash purchase price was approximately $125 million,
free of debt. This acquisition expands and improves our participation in the specialty pool and spa dealer and distribution channels as well as
adding products and technologies that complement our existing product portfolio and supports our strategy of growing our non-residential
water business.
On January 29, 2009, our shareholder rights plan (Series A Participating Cumulative Preferred Stock Purchase Rights) expired and was not
replaced.
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On February 13, 2009, the Company entered into an unsecured $100 million credit agreement with a number of banks. This agreement,
which matures on June 15, 2011, provides for various floating rate borrowing options. All $100 million was drawn on the facility at closing.
Products and Services

Our products and services fall within two business segments: Treatment Products and Performance Products. For financial information
about each of our segments, and foreign and domestic and export sales and long-lived assets, see Note 18 of Notes to Consolidated Financial
Statements contained in Item 8 of this Report. The principal products of each of our businesses are described below. For customer
concentrations, see “Business and Credit Concentrations” contained in Note 1 of Notes to Consolidated Financial Statements contained in
Item 8 of this Report.
Treatment Products
Within our Treatment Products segment, we manufacture and sell water treatment chemicals, industrial and personal care biocides and
specialty ingredients, and wood treatment chemicals and industrial coatings and related services.
HTH Water Products. We sell chemicals and equipment on a worldwide basis for the sanitization and treatment of residential and
commercial pool and spa water, drinking water and water used in industrial applications. We sell both chlorine-based products (calcium
hypochlorite and chlorinated isocyanurates) and non-chlorine-based products (poly (hexamethylene biguanide) hydrochloride (“PHMB”)) as
sanitizers. Our pool chemical products are sold primarily under the widely-recognized HTH® brand name, the POOLIFE® brand name, the
Baquacil® and Baqua Spa® brand names and the newly-acquired Advantis brand names of GLB Pool and Spa® and Leisure Time®. We also
sell commercial pool products under the Pulsar® brand name. Our water chemical products are also distributed as private label brands. In
addition to calcium hypochlorite-, chlorinated isocyanurate- and PHMB-based water sanitizing chemicals, we sell ancillary chemicals and
accessories for the maintenance of residential and commercial pools and spas, such as algaecides, clarifiers, foam reducers, stain preventers,
feeders, fragrances and test strips. We are a leading worldwide producer and seller of calcium hypochlorite with various concentrations of
available chlorine. We have a competitive advantage through ownership of several patents covering the manufacture and use of pool
chemicals and equipment, as well as through the ownership of strong brand names. We are a major manufacturer and seller of PHMB-based
pool and spa treatment chemicals that are sold primarily to U.S. pool and spa owners through an extensive network of authorized, independent
retailers, rather than through mass market retailers.
Our water products are also sold in the municipal water market for the purification of potable water. We sell calcium hypochlorite to
purify potable water mainly in a number of countries outside the U.S. and for sanitization in the food preparation market in the U.S. We are
working to expand our presence in the municipal and industrial water market both domestically and internationally and in the food sanitization
market.
Our surface water business manufactures a range of branded products, including products under the Applied Biochemists® brand name,
and provides technical support for controlling algae and nuisance aquatic vegetation. End-use applications include turf and ornamental (golf
course and park) ponds, agricultural irrigation, potable water reservoirs, wastewater systems, industrial water supplies, aquaculture facilities,
and private lakes and ponds of homeowners. Contract services for aquatic vegetation control and lake and pond management technologies are
also provided from several branch locations around the U.S.
In 2008, approximately 65% of our water products sales were within North America, and the remaining 35% were throughout the rest of
the world. In North America, we sell water chemical products to retail merchants, distributors and pool dealers. Our Brazilian subsidiary, Arch
Quimica Brasil Ltda., manufactures and distributes calcium hypochlorite and other water chemical products in Brazil and other South American
countries.
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In Europe, we package and sell chemicals, equipment and accessories for pools and spas mainly through our wholly owned subsidiary,
Arch Water Products France, S.A.S., located in France. In South Africa, we manufacture and sell chemicals, equipment and accessories for
pools and spas mainly through our wholly owned subsidiary, Arch Water Products South Africa (Proprietary) Limited which also operates a
calcium hypochlorite plant.
Personal Care and Industrial Biocides. We are a leading global supplier of biocides for preservation of industrial and consumer
products. We manufacture biocides that control dandruff on the scalp and, in various other applications, the growth of micro-organisms,
particularly fungi and algae. We also develop, manufacture and market biocides for anti-bacterial applications. Most of our biocide products
are marketed under well-recognized trademarks, such as Omadine®, Omacide®, Triadine®, Proxel®, Purista®, Vantocil®, Reputex®, Cosmocil®
and Densil® biocides. A large portion of the biocide chemicals we produce are based on the zinc, sodium and copper salts of the pyrithione
molecule. These pyrithione-based biocides include over twenty products with differing active concentrations, forms and salts, and we believe
we are a worldwide leader in these biocide products. Our other biocide chemicals are based on iodopropargyl-n-butylcarbamate (“IPBC”), a
broad-spectrum fungicide serving the metalworking fluids and coatings markets. The IPBC-based biocides currently consist of five variations
with others in development stages. Our offerings also include two well-established molecules—1,2 benzisothiazolin (“BIT”) and PHMB. We
are a leading seller of BIT, which we now source from China, and PHMB into the global biocides market and supply biocides used in health
and hygiene applications. Biocides make up a small portion of the content of the customer’s end products, and therefore must be highly
effective at low concentrations as well as compatible with the formulation’s other components. Meeting the biocide customer’s needs requires
a high degree of technical support and the expertise to do business in a highly regulated environment. Our ability to meet these needs makes
us a preferred supplier in the biocides market. In 2005, we obtained a U.S. Environmental Protection Agency registration for our biocide which
is used in our Purista® branded products, which are based on PHMB and utilized in textiles. We also participate in the personal care market
with actives and functional ingredient products sold primarily to manufacturers in the global cosmetic, toiletries and personal care industries.
We provide these customers with biotechnological active ingredients, delivery systems, proteins, botanicals and functional ingredients,
primarily for use in skin and hair care formulations.
Wood Protection and Industrial Coatings. We are a leading producer of wood treatment chemical solutions that enhance the properties
of wood. These products are critical to the performance and value of end-use products. Our wood preservatives and fire retardants are sold
under the brand names Wolman®, Dricon®, Tanalith®, Vacsol™, and Resistol™ in markets around the world. These products protect wood
against rot, fungal decay, or termites and other insects or retard the combustibility of wood. Our principal customers are sawmills and treaters
of softwoods that require chemical treatment, thus giving softwoods the performance of naturally durable wood species in service.
In the U.S. and Canada, the majority of our customers are wood treaters that use our products pursuant to a license agreement. The
program includes the use of the brand name for sale of the products produced by the licensee as well as an extensive support package
comprised of marketing, technical, engineering and environmental services. Our customers sell their treated wood products into the
construction, utility, residential and agricultural markets. In 2005, the Good Housekeeping Institute announced that Genuine Wolmanized®
Outdoor® Wood, a product which is based on our patented copper azole (Wolman® E) chemistry, earned the Good Housekeeping Seal. This
wood is used in decks, gazebos, walkways, landscaping and other exposed projects. In 2006, wood treated with our Dricon® fire retardant also
earned the Good Housekeeping Seal. As a result of voluntary regulatory changes, we have transitioned from our chromated copper arsenate
(“CCA”) wood preservative to a new generation of wood preservatives for use in non-industrial applications. Growing consumer preferences
and the availability of alternative products have moved the industry to CCA-substitute products. We responded to such transition by offering
our Wolman® E and Tanalith® E patented products to treaters servicing this major segment of the industry. We continue to supply CCA for
industrial purposes such as the treatment of wood used in marine pilings, utility poles and highway materials.
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In Asia-Pacific, our sales are primarily in Australia and New Zealand where our local subsidiaries manufacture and distribute wood
treatment chemicals.
We also manufacture and sell a wide range of industrial coatings for a variety of applications for wood and other materials in markets
primarily located in Europe. These finishes are primarily industrial-applied or consumer-applied products for the surface decoration and
protection of wood, including stains, polyester-based and polyurethane-based coatings, and water-based coatings and UV systems that
incorporate new technology. These coatings products are sold primarily under the brand names Sayerlack® and LineaBlu™. The major
markets for these products include home and office furniture, window and door frames, picture frames, and other specialty markets. We believe
we are a market leader in France, and have a strong presence in several other areas of Europe, including the strategic Italian market and the
United Kingdom (“U.K.”). We also have operations in Spain and sales and technical support facilities in the U.S. and Singapore that support
sales efforts in North America and Asia. Major customers for these coatings require a high degree of applications assistance, and the
development of a total coatings solution, including product development, is key to the growth of this business. As a result, we have many
long-standing customers and our customer base includes many of the leading furniture and joinery manufacturers in Europe.
Performance Products
Performance Urethanes. Our Performance Products segment manufactures and sells a broad range of urethane intermediate products
with diverse end uses. Our urethanes products impart physical characteristics that are critical to the performance and value of the customer’s
end-use products. Custom manufacturing services are also provided. The business is characterized by close customer relationships with
entities who are leaders in the markets in which they compete. The flexibility afforded by batch manufacturing in some operations, combined
with our ability and willingness to provide superior technical support, enables us to respond to the specific needs of a diverse group of
customers. This gives us an advantage over competitors whose manufacturing processes and related cost structure constrain their ability to
respond cost effectively to smaller volume customers.
Our performance urethane products business includes flexible polyols, specialty polyols, glycols and glycol ethers. Specialty polyols,
which are used as ingredients for elastomers, adhesives, coatings, sealants and flexible and rigid foams, are manufactured at our Brandenburg,
Kentucky site. The Brandenburg facility also manufactures glycols and glycol ethers for use as ingredients in cleaners, personal care products
and antifreeze, and provides custom manufacturing of specialty chemicals for a small group of companies.
Hydrazine. We supply hydrazine hydrates and hydrazine derivatives for a variety of end uses. Hydrazine hydrate products are sold for
use in chemical blowing agents, water treatment chemicals, agricultural products, pharmaceutical intermediates and other chemical products.
The hydrazine hydrates are supplied in various concentrations and in packaging containers that include bulk, tote bins and drums. We
currently purchase hydrazine hydrates from a third party supplier for resale to our customers and as an ingredient for our formulated hydrazine
products.
We supply propellant grade hydrazine and hydrazine derivatives for use as fuel in satellites, expendable launch vehicles and auxiliary
and emergency power units. These propellant grade hydrazine products include Ultra Pure™ hydrazine (“UPH”), anhydrous hydrazine
(“AH”), unsymmetrical dimethyl hydrazine (“UDMH”), monomethyl hydrazine (“MMH”) and hydrazine fuel blends. In March 2005, the U.S.
Government awarded the Company a long-term contract for the production, storage, distribution and handling of its hydrazine-based
propellants. Production under this new contract is scheduled to begin in 2010. In addition to space-related applications in satellites and launch
vehicles, auxiliary power from hydrazine-driven units is used on the NASA Space Shuttle for maneuvering its rocket engine nozzles and for
operating valves, brakes and landing gear. Emergency power from hydrazine is also provided to jet aircraft such as the F-16 to operate
electrical and hydraulic units in the event of an engine flameout. We also supply special packaging containers including cylinders to improve
the safe handling and storage of hydrazine propellants.
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Customers
Our customer base is diverse and includes pool and spa retailers, world-renowned consumer product companies, major big box retailers,
furniture manufacturers, national and regional chemical and equipment distributors, wood treaters, sawmills, other chemical manufacturers and
the U.S. Government. No single customer has accounted for more than 10% of our total annual sales in 2008, 2007 or 2006. A significant
portion of sales of the Treatment Products segment (approximately 17% in 2008 and 18% in 2007 and 2006) is dependent upon two customers,
one customer accounting for a significant portion of the sales of the HTH water products business and the other customer accounting for a
significant portion of the sales of the personal care and industrial biocides businesses. For additional information about customers, see the
information under the caption “Business and Credit Concentrations” in Item 7 of this Report.
Our Performance Products segment is highly dependent on contract manufacturing arrangements with various terms. The operating
results for such segment are expected to decrease by approximately $12 million after December 31, 2009 due to anticipated reductions in
contract manufacturing. We believe that our pipeline of new product offerings should mitigate a portion of this impact.
Raw Materials and Energy

We utilize a variety of raw materials in the manufacture of products for our businesses. Outlined below are the principal raw materials for
our businesses. The majority of our raw material requirements are purchased and many are provided pursuant to written agreements. Overall,
principal raw materials have historically been readily available to the Company as a whole.
Treatment Products. The principal raw materials for HTH water products include chlorine, caustic soda, lime and chlorinated
isocyanurates.
The principal raw materials for industrial biocide treatment chemicals and personal care specialty ingredient chemicals are pyridine, zinc
sulfate, iodine, dipropylene glycol, caustic soda, chlorine, cyanamide liquor and propargyl butyl carbamate.
The principal raw materials for wood protection products include scrap copper, chromic acid, monoethanolamine, tebuconazole, copper
carbonate, arsenic trioxide, cupric oxide and proprietary organic biocides. Copper is subject to significant price volatility. The raw materials for
the industrial coatings products include a wide variety of polyester and polyurethane resin systems, organic solvents, nitrocellulose, acrylic
resins, acrylic and vinyl emulsions, isocyanates, titanium dioxide and various other pigments.
Performance Products. The principal raw materials for the urethanes products are propylene, propylene oxide and ethylene oxide.
Chlorine, caustic soda and ammonia are the key raw materials for the hydrazine business. For this segment, propylene is the most significant
raw material that is subject to significant price volatility.
Electricity for our manufacturing facilities is mostly supplied by public or government utilities while other third parties supply us at
shared sites. Natural gas used for steam production is an important energy source for many of our U.S. manufacturing sites, particularly the
Brandenburg, Kentucky facility, and is purchased from multiple suppliers.
Research and Development and Patents

Our research activities are conducted at several sites including Cheshire, Connecticut; New Castle, Delaware; South Plainfield, New
Jersey; Conley, Georgia; Blackley, England; and Pianoro, Italy. Company-sponsored research expenditures were $21.8 million in 2008, $20.1
million in 2007 and $18.2 million in 2006.
In general, intellectual property is important to us, but no one technology, patent or license or group thereof related to a specific process
or product is of material importance to the Company as a whole.
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We believe that our broad patent portfolio in the Treatment Products segment provides a sustainable competitive advantage for the
treatment chemical businesses.
The Company has a significant patent portfolio related to HTH water products that includes 39 U.S. patents and numerous foreign
counterpart patents. Three of these U.S. patents are for technology relating to the manufacture of J3™ calcium hypochlorite, which enables
the Company to produce calcium hypochlorite with superior dissolving characteristics, and are materially important to the HTH water products
business. These three patents expire in 2009. Most of the remaining patents continue at least until 2012. Another significant patent, which
expires in 2015, is for the multifunctional formulated trichloro-isocyanuric (“trichlor”) tablets. These multifunctional tablets offer enhanced
benefits to our water treatment customers as distinguished from basic pure trichlor tablets. We have four other material U.S. composition
patents for formulated pool chemical products that provide us with advantages in product shipping and storage. Of these four composition
patents, one expires in 2009, one in 2022 and two in 2023. The other patents cover manufacturing processes, other multifunctional formulated
products, and chemical feeder systems for residential/commercial pool and municipal water treatment applications. We have been awarded a
patent covering a dissolving chamber design for chlorinator systems. This patent expires in 2021.
We have an expansive biocides patent portfolio that includes 66 U.S. patents, including process, composition and application patents
and numerous foreign counterpart patents. Our biocides business holds several U.S. patents relating to antifouling additives for paints. These
patents expire in 2010 and 2012. A substantial majority of our other biocides patents do not expire until after 2012. Patents for our key targeted
growth areas in our marine antifouling paint and building product biocides businesses include those relating to a small particle copper
pyrithione process for stable biocide dispersions, gel-free paint containing zinc pyrithione, and “in-can” and “dry film” antimicrobial coating
compositions. Biocide patents supporting our personal care ingredients business include those relating to non-spherical and non-platelet
crystalline forms of zinc pyrithione and a method for producing distinct particles of pyrithione salts.
We own a significant U.S. composition of matter patent in our wood protection business. This patent, which expires in 2012, is on our
WOLMAN® E and Tanalith® E preservative formulation. Our patent portfolio also includes patents, both granted and pending, covering fire
retardant and other wood preservation technologies.
Seasonality
We as a whole usually experience our highest sales and profits in the second quarter primarily due to sales of our water treatment
products in that quarter. The purchase of water treatment products by consumers in the residential pool market is concentrated in the United
States of America between Memorial Day and the Fourth of July. The HTH water products business principally distributes directly to retail
merchants and distributors. Sales of these products are strongest in the second and third quarters with the second quarter having the highest
sales of these products. Our working capital needs peak during the second quarter. In addition, the weather can have a significant effect on
water chemical and wood treatment sales during any given year with unseasonable wet or cool weather negatively impacting sales. Through
the Company’s HTH water products acquisitions in Latin America and South Africa, we have mitigated somewhat the seasonality of the
business as seasons in the southern hemisphere are the opposite of those in the North American and European markets.
Backlog
The amount of our backlog orders is immaterial as a whole and to any particular segment, which is consistent with prior years.
U.S. Government Contracts and Other Regulatory Matters

In 2005, we obtained a 20-year contract, valued at $149 million, with the Defense Energy Support Center (“DESC”) for the production,
storage and distribution and handling services of our hydrazine-based propellants products. We began receiving monthly maintenance fee
payments in the first quarter of 2006 under this new, long-term contract. Production is scheduled to begin in 2010. The terms of the contract
call for an initial 10-year supply contract beginning in 2005, followed by two five-year renewal terms at the option of the government. We
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will utilize our existing hydrazine production facility in Lake Charles, Louisiana, to provide products and services under this contract. The
contract provides that the U.S. Government may terminate the contract for convenience with a termination fee to be negotiated by the parties
at time of termination. In the first quarter of 2007, we recorded a pre-tax gain of $12.8 million, or approximately $0.32 per share, net of tax, for the
final payment related to the completion of our storage contract with the U.S. Government for our former McIntosh, Alabama site.
As a government contractor, we are subject to extensive and complex U.S. Government procurement laws and regulations. These laws
and regulations provide for ongoing government audits and reviews of contract procurement, performance and administration. Failure to
comply, even inadvertently, with these laws and regulations and with laws governing the export of controlled products and commodities could
subject us or one or more of our businesses to civil and criminal penalties and under certain circumstances, suspension and debarment from
future government contracts and the exporting of products for a specified period of time.
In addition to governmental regulations affecting government contractors, we, as a chemical manufacturer, are subject to numerous other
regulations regarding the sale of our products. Several of our products are registered with the U.S. EPA under the Federal Insecticide,
Fungicide, and Rodenticide Act (“FIFRA”) and as such are subject to various regulations regarding use and disclosure requirements. FIFRA
covers the sale, distribution and use of our biocides. This law requires that all biocides be registered by the U.S. EPA prior to sale or
distribution, and that the safety of our biocides be supported by U.S. EPA required data. Additionally, FIFRA provides for the periodic re-
registration of biocides, which ensures that all data supporting registrations meet current guidelines. In addition to the U.S. EPA, each of the
various states requires that biocides be registered by the relevant state regulatory agency prior to sale and distribution in that state. In
addition, in Europe, our biocide products are subject to the European Biocidal Products Directive, which requires the re-registration of all
biocide products, and the Registration, Evaluation and Authorization of Chemical Substances regulation (“REACH”), which requires all
chemical products to be re-registered in the EU. See Risk Factors in Item 1A of this Report for additional information. In addition to Europe and
the U.S., the Company is subject to regulatory schemes in other countries such as Brazil and China.
Competition
The industry segments in which we operate are highly competitive, and we encounter strong competition across our product lines from
other manufacturers worldwide. This competition, from other manufacturers of the same products and from manufacturers of different products
designed for the same uses, is expected to continue in both U.S. and foreign markets. Depending on the product involved, various types of
competition are encountered, including price, delivery, service, performance, product innovation, product recognition and quality. Overall, we
believe our principal product groups are competitive with many other products of other producers.
Export Sales
Our export sales from the U.S. to unaffiliated customers were $99.8 million in 2008, $119.0 million in 2007 and $119.9 million in 2006. For
financial information about geographic areas, see Note 18 of Notes to the Consolidated Financial Statements contained in Item 8 of this Report.
Employees
As of December 31, 2008, we have approximately 2,900 full-time employees, approximately 1,520 of whom were working in foreign
countries. In addition, we also employed at such date approximately 280 seasonal or temporary employees, primarily in the HTH water
products business. Approximately 183 of the hourly paid U.S. employees of the Company located at its Brandenburg, Kentucky and Conley,
Georgia facilities are represented for purposes of collective bargaining by several different labor organizations, and we are a party to seven
labor contracts relating to such employees. These labor contracts extend for four- and five-year terms and expire in the years 2010 and 2011.
Certain European employees are also represented by unions in various countries. As of December 31, 2008, in the U.K. and Ireland,
approximately 65 employees were covered under different labor
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organizations with employment terms that are renewed annually and in Italy, approximately 320 employees, of which 60 are union members, are
covered under collective bargaining arrangements with employment terms that are due to be renegotiated in 2009. Generally speaking, in other
European countries applicable labor agreements are statutory. In South Africa, approximately 55 employees belong to unions with labor terms
negotiated annually. In Brazil, the Company has a total of approximately 255 employees subject to collective bargaining agreements, which are
negotiated annually in Brazil. No major work stoppages have occurred in the last three years. While relations between the Company and its
employees and their various representatives are generally considered satisfactory, there can be no assurance that new labor contracts can be
entered into without work stoppages.
Responsible Care® Commitment

First adopted as a condition of membership by the American Chemistry Council (“ACC”) in 1988, the Responsible Care® initiative was
developed to encourage member companies to continuously improve their performance in the realms of health, safety and the environment.
The ACC’s Responsible Care® initiative encompasses seven critical performance areas: employee health and safety, pollution
prevention, manufacturing process safety, security, distribution safety, product stewardship and community awareness and emergency
response. Ultimately, this initiative is aimed at making health, safety, security and environmental protection an integral part of a product’s life
cycle—from manufacture, marketing and distribution to use, recycling and disposal.
We have developed a management system to drive improvement in all seven areas under Responsible Care®. To make this complex and
multifaceted process more compelling and to give it a sense of urgency, we have developed what we call “The Goal is Zero” initiative. This
initiative recognizes a fundamental truth at the heart of Responsible Care®—that no amount of harm to people or the environment is
acceptable.
Our manufacturing plant in Rochester, New York, which makes industrial biocides and ingredients for personal care products was the
first plant in the U.S. to be certified under the new Responsible Care® RC 14001 standard, which broadly covers performance in all seven
performance areas under Responsible Care®. The plant received this certification after a rigorous series of audits by ABS Quality Evaluations
(“ABS”), an independent registrar based in Houston, Texas. Using standards developed by the Registrars Accreditation Board, auditors from
ABS examined the Rochester plant’s management systems and related quality controls related to Responsible Care®. In addition, Arch was the
first ACC member whose corporate headquarters earned certification under the new Responsible Care® Management System (“RCMS”)
requirements. In 2005, RCMS certification was granted to the Company’s site in Smyrna, Georgia, which serves as headquarters for Arch
Wood Protection, HTH water products and industrial biocides businesses. In addition, the Company’s water chemicals plant in Charleston,
Tennessee, and wood protection plants in Conley, Georgia; Valparaiso, Indiana; and Kalama, Washington, all received RCMS certification. In
2007, consistent with the requirements of ACC member companies, our corporate headquarters was audited by ABS and achieved its re-
certification under RCMS. In addition, our Performance Products plants in Brandenburg, Kentucky and Lake Charles, Louisiana were RCMS
certified. In 2008, Arch expanded our RCMS program by providing internal verification of RCMS at four of our international manufacturing
sites and external recertification at four of our U.S. manufacturing sites.
As its very name implies, our “Goal is Zero” initiative is indeed aimed at achieving zero employee and contractor injuries, zero
manufacturing process incidents, zero distribution incidents and zero environmental incidents. In 2008, several of our facilities achieved the
ultimate goal in all of these categories. Arch made major improvements in our first five years and we are continuing to work to drive these
metrics toward zero as we reach our ten-year anniversary as a public company. The following summarizes our performance in each of the “Goal
is Zero” targeted areas:
Goal One: Zero Recordable Injuries. While some of our facilities have achieved this goal, overall, our rate of employee recordable
injuries (the number of work-related injuries per 200,000 hours worked) has
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declined from 1.51 in 2004 to 1.34 in 2008. By contrast, the average recordable injury rate for all U.S. manufacturers was 5.4 in 2007, the most
recent year available. Although the Company’s rate for contractor recordable injuries was 0.28 in 2004 and 0.56 in 2008, both of these rates are
well below the industry average.
Goal Two: Zero Manufacturing Process Safety Incidents. These incidents are defined to include fires, explosions and chemical releases
that result in a reportable quantity release, a lost-time injury, off-site consequences or greater than $25,000 of damages. We reduced the
number of these incidents from four in 2004 to two in 2008. None of these incidents resulted in injuries or off-site consequences. Arch
achieved the goal of zero for this metric in 2005.
Goal Three: Zero Environmental Incidents. This goal refers to incidents such as chemical spills or emissions that are reportable because
they exceed strict limits established in state, federal or foreign laws and regulations. Our performance has significantly improved, moving from
nine environmental incidents in 2004 to two in 2008.
Goal Four: Zero Distribution Incidents. Under this goal, we strive to achieve zero incidents such as spills during the transportation of
our products. Performance is measured in terms of distribution incidents per 1,000 shipments, and this rate has declined from 0.50 in 2004 to
0.43 in 2008.
We are pleased with the progress and results derived from our Responsible Care® Program. We remain committed, however, to achieving
further improvements and realizing the ultimate goal—the “Goal is Zero” for each of the above categories.
Environmental Matters
We operate manufacturing facilities throughout the world and as a result are subject to a broad array of environmental laws and
regulations in various countries. We also implement a variety of voluntary programs to reduce air emissions, eliminate or reduce the generation
of hazardous waste and to decrease the amount of wastewater discharges. The establishment and implementation of U.S. federal, state and
local standards to regulate air and water quality and to govern contamination of land and groundwater has affected and will continue to affect
substantially all of our U.S. manufacturing locations. Federal legislation providing for regulation of the manufacture, transportation, use and
disposal of hazardous and toxic substances has imposed additional regulatory requirements on industry in general, and particularly on the
chemicals industry. In addition, the implementation of environmental laws, such as the Resource Conservation and Recovery Act, the Clean
Air Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, has required and will continue to require new capital expenditures and will increase operating
costs.
The Distribution Agreement, dated as of February 1, 1999 (the “Distribution Agreement”), between the Company and Olin relating to the
Distribution, specifies that we are only responsible for certain environmental liabilities at our then current facilities and certain off-site
locations with respect to the businesses acquired from Olin in the Distribution. We have also become subject to environmental exposures and
potential liabilities in the U.S. and abroad with respect to the businesses we purchased following the Distribution. In connection with the
acquisitions of Hickson International and Koppers Arch Wood Protection (Aust) Pty Ltd. (“KAWP”), we acquired certain environmental
exposures and potential liabilities of current and past operating sites. The known Hickson and KAWP environmental exposures have been
accrued for in the accompanying consolidated financial statements.
In connection with the disposition of the majority of the microelectronic materials business on November 30, 2004, we provided
indemnification to the buyer for environmental concerns. For identified environmental liabilities as of the transaction date, there is no limit to
the liability we retained. We estimate such potential liability to be less than $1.0 million. For other pre-closing environmental liabilities the
purchaser will
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be liable for the first $3.0 million of any such liabilities and the parties will share equally the next $6.0 million of any such liabilities with our total
exposure thus limited to $3.0 million over a five-year period from the closing date.
In connection with the disposition of the sulfuric acid business on July 2, 2003, we provided environmental covenants to the buyer in
which we are solely liable for the costs of any environmental claim for remediation of any hazardous substances that were generated, managed,
treated, stored or disposed of prior to the closing date of the sale. We will be released, under the sales agreement, from this obligation, which
cannot exceed $22.5 million, 20 years from the closing date.
As part of the Hickson organics business disposition in August 2003, we will continue to be responsible for known environmental
matters. Such matters have previously been accrued for in our environmental reserve included in the consolidated financial statements.
Additionally, regarding any unknown environmental matters that are identified subsequent to the sale, the Company has agreed to share
responsibility with the purchaser over a seven-year period, with the Company’s share decreasing to zero over the seven-year period. Our
maximum aggregate liability for such unknown environmental matters is £5.0 million. However, in September 2005, the purchaser went into
liquidation and is highly unlikely to be able to honor its environmental indemnification commitments to us. We do not believe there has been a
change in our environmental exposure at the site.
We do not anticipate any material exposure related to the environmental indemnifications for the microelectronic materials, the sulfuric
acid and the Hickson organics dispositions aside from what has already been provided for by us in our consolidated financial statements for
the microelectronic materials and Hickson organics Castleford locations. The Company has estimated that the fair value of any such additional
exposure would be immaterial.
Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles
governing probability and the ability to reasonably estimate future costs. Charges to income for investigatory and remedial efforts of $1.7
million, $2.7 million and $1.2 million were recorded in 2008, 2007 and 2006, respectively, and may be material in future years.
Cash outlays for normal plant operations for the disposal of waste and the operation and maintenance of pollution control equipment
and facilities to ensure compliance with mandated and voluntarily imposed environmental quality standards are charged to income. Cash
outlays for remedial activities are charged to reserves. Historically, we have funded our environmental capital expenditures through cash flows
from operations and expect to do so in the future.
Cash outlays for environmental related activities for 2008, 2007 and 2006 were as follows:
Ye ars En de d De ce m be r 31,
2008 2007 2006
($ in m illion s)
Environmental Cash Outlays
Capital Projects $ 0.6 $ 0.5 $ 0.5
Plant Operations 7.7 6.8 5.6
Remedial Activities 1.8 2.4 1.9
Total Environmental Cash Outlays $ 10.1 $ 9.7 $ 8.0
Our consolidated balance sheets include liabilities for future environmental expenditures to investigate and remediate known sites
amounting to $7.1 million at December 31, 2008, of which $1.3 million is classified as current liabilities, and $6.5 million at December 31, 2007, of
which $1.2 million is classified as current liabilities. Our estimated environmental liability relates to 14 sites, seven of which are in the United
States and none of
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which is on the U.S. National Priority List. These amounts do not take into account any discounting of future expenditures, any consideration
of insurance recoveries or any advances in technology. These liabilities are reassessed periodically to determine if environmental
circumstances have changed or if the costs of remediation efforts can be better estimated. As a result of these reassessments, future charges
to income may be made for additional liabilities.
Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are
expected to range from $8 million to $12 million over the next several years. While we do not anticipate a material increase in the projected
annual level of our environmental-related costs, there is always the possibility that such increases may occur in the future in view of the
uncertainties associated with environmental exposures.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites
resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, the
scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially
responsible parties and our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.
It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably against us
and may have a materially adverse impact on our business. At December 31, 2008, we had estimated additional contingent environmental
liabilities of approximately $8 million.
Item 1A. Risk Factors

Investing in our securities involves risks. Investors should carefully evaluate these risks including the factors discussed below when
evaluating investments in our securities.
Our Treatment Products segment is seasonal in nature and is impacted by the weather.
Our HTH water products business is subject to seasonal fluctuations in demand. We typically experience reduced sales in the first and
fourth quarters of each year, as the residential pool market is concentrated in the U.S. between Memorial Day and the Fourth of July. Our
working capital needs peak during the second quarter. Unseasonable wet or cool weather can also have a negative impact on the sale of our
water and wood treatment products. Further, drought conditions which result in water restrictions on the use of pools may negatively impact
our sales of pool products and may interfere with production at our plants. With respect to our HTH water products business, the impact of
global weather changes is uncertain and will depend on the overall change, if any, in wet and dry weather conditions.
An increase in the cost of our purchased raw materials and energy would lead to higher cost of goods sold, thereby reducing our operating
margins.
We purchase large amounts of raw materials, including propylene, chlorinated isocyanurates, monoethanolamine, scrap copper, chromic
acid, pyridine, zinc sulfate, iodine, dipropylene glycol, phthalic anhydride, sodium hypochlorite, chlorine and caustic soda and energy for our
businesses. Many of our raw material requirements are purchased and provided pursuant to written agreements, some of which provide for
fixed or formula-based pricing and others of which provide for market or spot pricing. The price and availability of commodity chemicals is
generally determined by global supply and demand. Fluctuations in supply and demand and increases in anti-dumping duty rates could have a
material adverse effect on our cost of goods sold and, as a result, our margins. Price increases of raw materials may increase our working
capital needs, which could reduce our liquidity and cash flows. Energy prices, particularly for electricity, natural gas and fuel oil, have been
volatile in recent years. Higher diesel fuel prices may impact our product shipping costs.
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In addition, we purchase energy and, in some cases, raw materials and site services, from third parties at our manufacturing plants which
are located on sites that we share with such third parties. For example, we share our Charleston, Tennessee site with Olin. If these other
companies shut down their operations at these shared sites, it may significantly increase our costs to operate at these sites and make it
difficult for us to obtain the necessary energy or raw materials and, in the worst case, cause us to have to suspend or abandon production at
these facilities. Under agreements with these third parties, we may have to pay some of the site’s shut down costs which might be significant.
We may purchase forward contracts to hedge certain of our raw material costs or utilize purchasing strategies to mitigate the adverse
effect of material price increases. However, there is no assurance that these strategies will be effective and may in fact result in higher costs
than would otherwise be incurred.
We may be unable to pass on increases in our cost of goods sold to our customers. The extent of our profitability depends, in part, on
our ability to maintain the differential between our product prices and energy and raw material prices, and we cannot guarantee that we will be
able to maintain an appropriate differential at all times.
The industry segments in which we operate are highly competitive, and such competition may negatively impact us.
The industry segments in which we operate are highly competitive, and we face intense competition from numerous manufacturers for
each of our product lines. This competition results from many developments including new competitors in lower-cost production countries like
China and India and technological advances creating new competing products or improving existing competing products. We compete on the
basis of a number of factors, including price, product quality and properties, regulatory and toxicological expertise, customer relationships and
services.
In addition, we face increased competition due to a trend toward consolidation. In recent years, there has been substantial consolidation
and convergence among companies in the chemicals industry. Several of our competitors are larger or have greater financial resources than we
do. We may not be able to effectively address the competitive factors in our industry in the future and, as a result, our financial condition and
results of operations may be adversely affected.
Our base of customers for our Treatment Products segment is concentrated, and the loss of business from a major customer could have a
material adverse effect on us. In addition, contract manufacturing is significant to our Performance Products segment.
Although no one customer accounted for over 10% of our 2008, 2007 or 2006 sales, approximately 17% of our Treatment Products
segment sales in 2008 and 18% in 2007 and 2006 were attributable in the aggregate to two customers, with one customer accounting for a
significant portion of our HTH water products business sales and the other customer accounting for a significant portion of the sales of our
personal care and industrial biocides business. We cannot assure investors that these or any other significant customer will not terminate their
relationships with us or significantly change, reduce or delay the amount of products ordered. The loss of any such significant customer
would have a material adverse effect on the net sales and operating results of the Treatment Products segment, which, in turn, could adversely
impact our business, financial condition, results of operations and cash flows. In addition, this customer concentration gives such customers
additional leverage in negotiating terms which may negatively impact our margins.
Our Performance Products segment is highly dependent on contract manufacturing arrangements with various terms. The segment’s
operating results are expected to decrease by approximately $12 million after December 31, 2009 due to the anticipated reductions in contract
manufacturing. We believe that our pipeline of new product offerings should mitigate a portion of this impact. However, if we are unable to
replace the expiring contract manufacturing with other profitable arrangements or mitigate with new product offerings, the operating income of
the Performance Products segment, and perhaps the Company as a whole, could be materially reduced.
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We may need to build manufacturing facilities in lower-cost or developing countries to remain competitive in our industry. Also, our
customers or markets may migrate to lower-cost countries where we do not have a presence.
In recent years, there has been a shift of production capacity in the chemicals industry to developing countries with lower costs of
production, such as China. We may be required to invest in such countries in order to offer competitive product prices to our customers.
Customers may require that we build manufacturing facilities or make additional investments in a lower-cost or developing country in order to
retain their business. In fact, we recently built a plant in China to meet the needs of a significant customer. The building of plants also
increases risks of cost overruns, start-up problems, and construction delays, any of which may impact customer sales and relations. Further,
additional manufacturing capacity may make some of our existing manufacturing sites redundant or create excess capacity causing us to have
to reduce production at or shutdown such other manufacturing sites which might increase our costs significantly and might trigger shutdown
costs and charges including severance payments and writeoffs. If we are required to build additional manufacturing facilities overseas, our
capital expenditures would increase to reflect not only the cost of the construction of the facilities, but also the long-term maintenance of the
facilities. These capital expenditures may increase our costs which may negatively impact our margins. Finally, the relocation of some
production facilities to lower-cost countries by an industry may result in lower pricing worldwide for certain products which may also
negatively impact our margins worldwide for such products.
In connection with the shift to countries with low-cost production, our customers or the markets for our products may shift to these
countries where we may not have a sufficient presence. For example, our coatings business has been negatively impacted by the decline of the
local furniture maker market in several major European economies as a result of such a shift.
We are subject to risks related to our international operations, including exchange rate fluctuations, which could adversely affect our
business, financial condition, results of operations and cash flows.
We have significant operations in Brazil, China, England, Italy and South Africa and other foreign countries, and we sell to customers in
a number of other countries, including Canada, France and Japan. Approximately 50% of our 2008 sales were outside the United States.
International sales and operations are subject to significant risks, including, among others:
• political and economic instability;
• restrictive trade policies;
• economic conditions in local markets;
• difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
• difficulties in managing international manufacturing operations;
• local legal and regulatory requirements, including those relating to the European Biocidal Products Directive, which requires
biocide manufacturers, including the Company, to re-register their biocidal products for sale in the European Union (“EU”) and the
EU’s Registration, Evaluation and Authorization of Chemical Substances regulation (“REACH”);
• potential difficulties in protecting intellectual property;
• potential adverse tax consequences, including imposition of withholding or other taxes on payments by subsidiaries;
• the imposition of product tariffs and duties and the burden of complying with a wide variety of international and U.S. export laws;
• changes in Chinese taxes relating to exports from China; and
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• changes in legislation for U.K. taxes regarding the timing of deductions for interest expense for U.K. financings.
The functional currency for most of our international operations is the applicable local currency. The Company enters into forward sales
and purchase contracts and currency options to manage currency risk resulting from purchase and sale commitments denominated in foreign
currencies (principally the British pound, euro, Canadian dollar and Japanese yen) and relating to particular anticipated but not yet committed
purchases and sales expected to be denominated in those currencies. Although we implement foreign currency hedging and risk management
strategies to reduce our exposure to fluctuations in earnings and cash flows associated with changes in foreign exchange rates, there can be
no assurance that foreign currency fluctuations will not have an adverse effect on our business, results of operations or financial condition.
If we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage
these and other risks associated with our international operations. However, any of these factors could adversely affect our international
operations and, consequently, our operating results.
We cannot assure investors that our operations will continue to be in compliance with applicable customs, currency exchange control
regulations, transfer pricing regulations or any other laws or regulations to which we may be subject. We also cannot assure investors that
these laws will not be modified.
Our manufacturing facilities process chemicals and, as a result, subject us to operating risks that could adversely affect our results of
operations.
We have approximately 30 manufacturing facilities. Our operations are subject to various risks associated with manufacturing,
transportation, storage and handling of chemicals, including chemical spills, discharges or releases of toxic or hazardous substances or gases,
fires, mechanical failures, storage tank leaks, unscheduled downtime, explosions, severe weather and natural disasters, terrorist attacks, natural
resource damage and other environmental risks. Our suppliers of chemical raw materials are subject to similar risks which may impact our
supplies. These risks can cause personal injury and loss of life, catastrophic damage to or destruction of property and equipment and
environmental and natural resource damage, and may result in an unanticipated interruption or suspension of operations and the imposition of
civil claims and criminal penalties. For example, an unplanned outage at our HTH water products manufacturing facility during peak seasonal
demands could result in product availability shortfalls or increased costs resulting from the need to source product from alternative
manufacturing sources or competitors. The loss or shutdown over an extended period of operations at any of our major manufacturing
facilities or any losses related to any such claims could have a material adverse effect on our business, financial condition, results of
operations or cash flows. In addition, if we cannot maintain or upgrade equipment as we require or ensure regulatory compliance, we could be
required to cease or curtail some of our manufacturing operations, or we may become unable to manufacture products that compete effectively
in our industry. While we have insurance to mitigate some of these risks, such insurance includes deductibles and policy limits that may not
be sufficient to cover our total exposure. In addition, there is usually a lag between payments by us of the insured liability and reimbursement
by the insurance carrier, which lag may negatively impact our cash flow.
We are subject to environmental and regulatory risks.

Environmental and regulatory laws have affected, and will continue to affect, substantially all of our operations. We are subject to strict
requirements regarding air emissions, wastewater discharges and the handling and disposal of hazardous and toxic substances. Environmental
laws will likely become more stringent over time, thereby requiring new capital expenditures and increases in operating costs. In addition, we
are responsible or
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potentially responsible for clean-up costs at several of our current operating sites. Although Olin has agreed to be responsible for certain past
environmental legacies, there is no assurance that Olin will be able to honor its contractual commitments to us. Business acquisitions by us
have also caused us to inherit potential environmental liabilities. We believe that we have adequate reserves to cover the cost of our
investigation and remediation obligations at each of these sites. However, unanticipated environmental conditions or the discovery of new
sites or conditions requiring remediation may have a material adverse effect on our operating results and financial condition.
In addition, many of our products are required to be registered with the U.S. EPA and with comparable state and foreign governmental
agencies and such registration is subject to periodic review and is subject to producing certain data regarding human and environmental
safety. Our key biocides are currently going through the U.S. EPA’s Registration Eligibility Decision process as required by FIFRA and will be
subject to such data production. EU authorities have issued the EU Biocidal Products Directive which requires all biocidal products sold in the
EU to re-register. The EU has also adopted legislation known as REACH which requires the registration of all chemical products which are
manufactured or imported into the EU. In connection with these programs, such products must demonstrate their continued safety. This
registration will require extensive testing of those products if current supporting data is insufficient. In addition, the cost of testing resulting
from these new regulations may increase costs which may reduce our profit margins. While we generally expect that testing will support re-
registration approval, it is possible that such testing will not or that those agencies will find the test results or supporting data unsatisfactory.
In such a case, sale of some of our products may be restricted (or in the extreme case, banned) in the EU.
Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.
Changes in regulatory, legislative or industry requirements may render certain of our products obsolete or less attractive in many ways.
Our ability to anticipate changes in these requirements, especially changes in regulatory standards, will be a significant factor in our ability to
remain competitive. We may not be able to comply in the future with new regulatory, legislative and/or industrial standards that may be
necessary for us to remain competitive and certain of our products may, as a result, become obsolete or less attractive to our customers. For
example, enactment of additional laws regarding domestic security of chemical plants may significantly increase our spending on security and
negatively impact our margins, particularly compared to foreign competitors who might not be subject to such laws.
We are subject to certain litigation risks due to the nature of some of our products.
We produce chemicals that require appropriate procedures and care in their use, handling, storage and transportation. As a result of the
risks inherent in the nature of some of our chemical products, including the risk of product misuse, we have faced and will continue to face
product liability claims relating to incidents involving our products, including claims for adverse health effects and personal injury and even
death. Further, although we carry insurance that covers certain litigation risks, such insurance may be insufficient to cover a claim and even if
sufficient for a claim, there may be a lag between the time of payment of the claim by us and reimbursement of such payment from our insurers.
Several years ago, the Company and/or its CCA-formulating subsidiary Arch Wood Protection, Inc. were named, along with several
other CCA manufacturers, several CCA customers and various retailers, in five putative class action lawsuits filed in various state and federal
courts regarding the marketing and use of CCA-treated wood. All of these cases were subsequently dismissed and in two of the cases, the
courts ruled that the requirements for a class action had not been met and denied class action status. In addition, there currently are fewer than
ten other CCA-related lawsuits in which the Company and/or one or more of the Company’s subsidiaries are involved. These additional cases
are not putative class actions. They are actions by individual claimants alleging various personal injuries allegedly due to exposure to CCA-
treated wood.
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The Company and its subsidiaries denied the material allegations of all the various CCA-related claims and have vigorously defended
and will continue to vigorously defend them. As a result, legal defense and related costs associated with these cases may be significant in the
future. In addition, there is no assurance that subsequent CCA cases, including additional purported class actions, will not be brought.
We are subject to liquidity risks.

We borrow under our $350 million revolving credit facility regularly. When we borrow under this facility, we are required to certify that
certain representations and warranties are true. We also must comply with covenants including certain financial ratios. If we are not able to
make a representation or fail to comply with a covenant, we may not be able to borrow under the facility. If we were unable to do so, we could
experience liquidity difficulties which would have a material adverse effect on our financial position and results of operations. There can be no
assurance that we would be successful in our efforts to modify or waive the financial covenants under the agreement or raise capital. In
connection with our accounts receivable securitization program, SunTrust Bank has entered into a Liquidity Agreement with Three Pillars
Funding LLC to support its purchases of our accounts receivable. This commitment expires July 9, 2009 and if it were not extended we may not
be able to obtain funding using our accounts receivable securitization program.
In addition, current volatile and uncertain market conditions are causing a contraction in the availability of credit generally. This
contraction could potentially reduce the sources of future liquidity for the Company. This could, among other things, limit the Company’s
ability to make future acquisitions, significant capital expenditures or respond to unanticipated cash needs.
Our ability to pay dividends on our shares of Common Stock is subject to compliance with certain debt covenants and liquidity restrictions.
Our credit facility permits the payment of dividends and repurchases of shares based on a financial formula. At December 31, 2008,
dividends and share repurchases were limited to $81.0 million under this facility. In addition, our senior unsecured notes issued in March 2002
contain dividend restrictions which limit dividends and repurchases to $55.1 million as of December 31, 2008. These limits are adjusted
quarterly pursuant to a formula that is increased by earnings and decreased by losses, dividends paid and share repurchases. If we suffer
losses or certain write-offs or lack earnings, these covenants may limit or eliminate our ability to pay dividends. Additionally, the recent turmoil
in the financial markets has resulted in a contraction in the availability of credit in the marketplace. This could potentially reduce the sources of
liquidity for the Company. If Company earnings or cash flows were to fall significantly below current expectations, a risk exists that the
Company would not have enough liquidity to meet its operating needs or pay dividends. We paid $19.9 million in dividends in 2008.
Our pension obligations are currently underfunded. We may have to make significant cash payments to our pension plans, which would
reduce the cash available for our business.
As of December 31, 2008, our accumulated benefit obligation under our U.S. and U.K. defined benefit pension plans exceeded the fair
value of plan assets by approximately $176 million. During the year ended December 31, 2008 and 2007, we contributed $26.2 and $63.6 million,
respectively, to these pension plans. In light of the dramatic decline in the U.S. qualified plan’s assets in 2008 and based upon current
legislation, the Company no longer expects to meet the full funding phase-in threshold for the plan for 2009. The Company will evaluate its
funding options during the year. The final determination will not be made until September 2009 and will take into consideration a number of
factors, including any changes in legislation and the macro-economic environment. The Company is not required to make any contributions in
2009, but the range of contributions that the Company may consider will range from zero to approximately $50 million. The minimum funding
requirements for the Company’s U.K. pension plans are currently expected to be approximately $15 million to $20 million in 2009. If the
performance of the assets in our pension plans does not meet our expectations or other
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actuarial assumptions are modified, our contributions to our pension plans could be materially higher than we expect, which would reduce the
cash available for our business. In addition, if we were to cease to have active employees participating in our U.K. pension plan or if our U.K.
subsidiaries that sponsor the plan become insolvent and in certain other situations, we may be required to wind up the U.K. plan. The
statutory funding requirements for a plan in wind-up are materially higher than those for an ongoing plan to allow for the purchase of annuities
for all the participants in the plan. While we believe a mandated wind-up of the U.K. plan to be highly unlikely, if it were to occur, it would have
a material adverse effect on our business, cash flow and financial condition.
Adverse conditions in the global economy and disruption of financial markets could negatively impact the Company’s customers and
suppliers and therefore the Company’s results of operations.
An economic downturn in the business or geographic areas in which the Company sells its products could reduce demand for these
products and result in a decrease in sales volume that could have a negative impact on the Company’s results of operations. Volatility and
disruption of financial markets could limit customers’ ability to obtain adequate financing to maintain operations and result in a decrease in
sales volume that could have a negative impact on the Company’s results of operations. In addition, these conditions may negatively impact
the Company’s suppliers. This may make it difficult for the Company to obtain necessary raw materials from its suppliers or in order to obtain
them, the Company may incur greater cost and this may negatively impact its results of operations.
Item 1B. Unresolved Staff Comments

Not applicable.
Item 2. Properties
The table below sets forth the primary locations where we have offices or conduct operations along with a brief description of the
activities conducted at each identified location. A more detailed description of our principal facilities follows the table. We believe that our
facilities are sufficiently maintained and suitable and adequate for our immediate needs and that additional space is available to accommodate
expansion. Unless otherwise noted below, the identified location is owned by the Company.
Location Prim ary Activitie s

Ontario, California (2) Warehouse and distribution facility for HTH water products
Cheshire, Connecticut (2) Research and development facility and offices for Treatment Products
Norwalk, Connecticut (2) Worldwide corporate headquarters
New Castle, Delaware Research laboratory and testing site for HTH water products and personal care and
industrial biocides products
Conley, Georgia Technical center and manufacturing facility for wood protection and technical center for
HTH water products
Smyrna, Georgia (2) Office facility for Treatment Products
Bethalto, Illinois (2) Corporate data center
Brandenburg, Kentucky Manufacturing facility for Performance Products and technical center for industrial coatings
Lake Charles, Louisiana Manufacturing facility for Performance Products
Alpharetta, Georgia (2) Office, distribution and manufacturing facility for HTH water products
South Plainfield, New Jersey Research and development facility and office space for personal care
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Location Prim ary Activitie s

Rochester, New York Manufacturing facility for personal care and industrial biocides
Charleston, Tennessee (4) Manufacturing facility for HTH water products
Germantown, Wisconsin (2) Office facility for HTH water products
Trentham, Victoria, Australia Office and manufacturing facility for wood protection
Igarassu, Brazil Manufacturing facility for HTH water products
Salto, Brazil Manufacturing facility for HTH water products and blending facility for industrial biocides
and personal care
Suzhou, China (1) Manufacturing facility, warehouse and technical support center for personal care and
industrial biocides
Blackley, England (2) Office facility and laboratory for personal care and industrial biocides
Castleford, England (4) Office, manufacturing facility and technical center for Treatment Products
Huddersfield, England Manufacturing and laboratory facilities for personal care, industrial biocides and wood
protection
Knottingley, England (2) Office, manufacturing facilities and technical center for industrial coatings
Amboise, France (2) Manufacturing, distribution and warehouse facility for HTH water products
Les Mureaux, France Office, manufacturing and laboratory facility for Treatment Products
Swords, Ireland Manufacturing facility for personal care and industrial biocides
Mariano Comense, Italy Manufacturing and research and development facility for industrial coatings
Pianoro, Italy Manufacturing, research and development and office facility for industrial coatings
Auckland, New Zealand (2) Office and manufacturing facility for wood protection
Grangemouth, Scotland (3) Manufacturing facility for personal care and industrial biocides and HTH water products
Johannesburg, South Africa (2) Office facility for HTH water products
Kempton Park, South Africa Manufacturing facility for HTH water products
Valencia, Spain (4) Office, manufacturing and laboratory facility for industrial coatings
(1) Land only is leased.
(2) Leased facility.
(3) Land and building owned by a third party.
(4) Portions are leased and portions are owned.
We also lease several sales offices and warehouse facilities in the U.S. and in foreign countries.
Principal Manufacturing Facilities

Our principal manufacturing properties are described below. We also have products that are produced by third parties at their
manufacturing sites under contract manufacturing arrangements.
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Alpharetta, Georgia. This 200,000-square foot leased facility produces, packages and distributes liquid and dry products for the HTH
water products business, including branded and private label products. Offices and warehousing primarily support the Advantis businesses
for swimming pool, spa and surface water products.
Conley, Georgia. This RCMS-certified site is our major facility for our wood treatment business in the U.S. Currently, most of our CCA is
produced at this location and some of it is sent by rail to our Kalama, Washington facility for distribution to customers in the Western U.S.
CCA is also bulk shipped from this plant to the Company’s other CCA customers and to its Valparaiso, Indiana facility. This site also produces
our CCA-replacement products. Office facilities and a technical center for Treatment Products are also located at this facility.
Brandenburg, Kentucky. The ISO 9001:2000-certified Brandenburg plant covers an area of 200 acres, surrounded by approximately 1,160
acres of land that provides both a buffer zone and expansion capability. The plant contains multiple manufacturing facilities producing a wide
range of products. Many of these products are derivatives of ethylene oxide and propylene oxide. A broad line of specialty polyols are
produced in a flexible batch facility and sold into urethane coatings, adhesives, sealant and elastomer applications. Under a contract
manufacturing agreement with the purchaser of the majority of the operations of our microelectronic chemicals business, we produce chemical
intermediates for such microelectronic business in a separate manufacturing facility dedicated to this purpose at this site. There is an
applications and technical center at the site that supports the development and technical service needs of the polyol and glycol products and
wood coatings products. We also operate other facilities on the site to produce commodity and specialty chemicals for third parties under
long-term contractual arrangements, one of which will expire at the end of 2009.
Lake Charles, Louisiana. Our facility located in Lake Charles, Louisiana consists of two manufacturing plants that produce various
hydrazine products. One plant produces solution grade hydrazine products for use in chemical blowing agents, water treatment chemicals,
agricultural products, pharmaceutical intermediates and other chemical products. This plant is currently idled. A second ISO 9001:2000-
certified plant produces propellant grade hydrazine products, including anhydrous hydrazine, unsymmetrical dimethyl hydrazine and
monomethyl hydrazine for use as fuel in satellites, expendable launch vehicles and auxiliary power units. Additional equipment at this site
produces propellant grade Ultra Pure™ hydrazine, the world’s purest grade of anhydrous hydrazine, principally for satellite propulsion.
Rochester, New York. This ISO 9001:2000- and RC 14001-certified facility manufactures a large number of chemicals for the specialty
chemicals industry. Many of these chemicals are biocides used to control dandruff on the scalp and to control the growth of micro-organisms,
particularly fungi and algae. The largest 2-Chloropyridine production facility in the world is located here. 2-Chloropyridine is the key
intermediate used to produce our Omadine® biocides. These products are based on the salts of the pyrithione molecule. We manufacture over
a dozen pyrithione products at this site by modifying these salts by concentration, form or combining them with other biocides. This plant also
manufactures our Triadine® brand of biocides, which are a combination of pyrithione and triazine, a bactericide purchased from a supplier.
This facility also produces the Omacide® IPBC brand biocide, which is based upon iodopropargyl-n-butylcarbamate, a broad-spectrum
fungicide. This facility also manufactures personal care specialty ingredients for our personal care product line.
Charleston, Tennessee. Our ISO 9001:2000- and RCMS-certified facility located in Charleston, Tennessee primarily produces, packages
and stores calcium hypochlorite for the HTH water products business. At this plant, products are packaged into containers that range in size
from two pounds to 2,000 pounds per container. Liquid and dry pool maintenance products are also formulated, packaged and stored at this
site.
Trentham, Victoria, Australia. This facility produces CCA-based wood preservatives for the Australian market. The office services the
Victoria, South Australian and Western Australian markets. The site is ISO 9001:2000-certified.
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Igarassu, Brazil. Our facility located in Igarassu, Brazil produces and packages calcium hypochlorite for the HTH water products
business within Brazil. Certain other products for the swimming pool market and the water treatment market are packaged at this site. We also
have a small repackaging facility in Salto, Brazil. The Salto facility also blends products for the biocides and personal care businesses.
Suzhou, China. This is our newest manufacturing facility. Beginning in 2009, this facility is scheduled to produce a number of Omadine®
biocides for personal care and industrial biocides products in Asian markets. Omadine® biocides are based on the sodium, zinc, and copper
salts of the pyrithione molecule and are used to control fungi and algae in a wide range of applications. In addition to manufacturing, this
facility includes warehousing, sales, customer service and a technical support center for personal care and industrial biocides. Part of the
manufacturing plant is already ISO 9001 certified.
Huddersfield, England. This ISO 9001:2000-certified facility formulates and packages Proxel® and Densil® biocide blends (which are
based on BIT) for sale by our industrial biocides business and Tanalith® E, one of the primary wood protection products. The products are
packed in a variety of sizes from 25kg to full tank truck shipments. There are approximately 25 different product offerings.
Les Mureaux, France. This ISO 9001:2000-certified facility is located just northwest of Paris, France and serves as European
headquarters for water treatment products and French headquarters for personal care ingredient products, timber products and coating
products. It also manufactures a limited supply of industrial coatings for the French furniture market.
Swords, Ireland. This facility is located just north of Dublin, Ireland. 2-Chloropyridine is imported from our Rochester, New York facility
and other sources and converted into zinc and copper salts of the pyrithione molecule. The products are ultimately shipped to customers in
over fifty countries around the world. This facility is both ISO 9001:2000- and ISO 14001-certified.
Mariano Comense, Italy. This ISO 9001:2000-certified facility serves as the primary manufacturing location for our UV-based product line
for our industrial coatings business. It also serves as a distribution location. Some product development work is also performed here.
Pianoro, Italy. This ISO 9001:2000-certified and ISO 14001-certified facility serves as the primary manufacturing location and research
and development center for the industrial coatings business. It produces the Sayerlack® and LineaBlu® branded products that include both
solvent- and water-borne urethane systems, solvents, stains and colors. In addition, the central management for the distribution of these
products throughout Italy and various export markets is located here.
Auckland, New Zealand. This ISO 9001:2000-certified facility produces CCA-based wood preservatives and other wood preservative
chemicals for the New Zealand market and serves as the commercial office for the New Zealand business.
Grangemouth, Scotland. This manufacturing site is owned and operated by Kemfine under a toll manufacturing arrangement with the
Company. We own all of the equipment used in the direct manufacture of PHMB products as well as the HMBDA (Hexamethylene-1,6-Bis-
Dicyandiamide) intermediate. The PHMB product is produced in various solutions and in a solid format.
Kempton Park, South Africa. Our facility produces and packages calcium hypochlorite for the HTH water products business principally
within the Southern Africa region. Products for the swimming pool and water treatment markets are also packaged at this site.
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Item 3. Legal Proceedings

In connection with the Distribution, we assumed substantially all non-environmental liabilities for legal proceedings relating to our
businesses as conducted prior to the Distribution Date. In addition, in the normal course of business, we are subject to other proceedings,
lawsuits and other claims, including proceedings under laws and regulations related to environmental and other matters. All such matters are
subject to many uncertainties and outcomes that are not predictable with assurance. While these other matters could materially affect
operating results when resolved in future periods, it is management’s opinion that after final disposition, any monetary liability or financial
impact to us beyond that provided in the Consolidated Balance Sheet as of December 31, 2008, would not be material to our financial position
or annual results of operations.
Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the three months ended December 31, 2008.
Executive Officers of the Registrant
The biographical information of the executive officers of the Company as of February 15, 2009 is noted below.
Nam e an d Age O ffice

Michael E. Campbell (61) Chairman of the Board, President and Chief Executive Officer
Louis S. Massimo (51) Corporate Executive Vice President and Chief Operating Officer
Hayes Anderson (48) Corporate Vice President, Human Resources
Steven C. Giuliano (39) Corporate Vice President and Chief Financial Officer
Sarah A. O’Connor (49) Corporate Vice President, General Counsel and Secretary
Joseph H. Shaulson (43) Corporate Vice President, Strategic Development
W. Paul Bush (58) Vice President and Treasurer
Meghan DeMasi (33) Controller
No family relationship exists between any of the above named executive officers or between any of them and any Director of the
Company. Such officers were elected or appointed to serve as such, subject to the Bylaws, until their respective successors are chosen.
Mr. Campbell was elected Chairman of the Board and Chief Executive Officer on February 7, 1999. On July 27, 2000, he was given the
additional title of President. Mr. Campbell has direct responsibility for the wood protection and industrial coatings businesses. Prior to the
Distribution, he was Executive Vice President of Olin and had global management responsibility for all of Olin’s businesses. Prior to his
election as an Executive Vice President of Olin, Mr. Campbell served as President of Olin’s Microelectronic Materials Division. Prior to that
time and since 1987, he served as Olin’s Corporate Vice President, Human Resources.
Mr. Massimo was appointed Chief Operating Officer (“COO”) on May 16, 2007 and was elected a Corporate Executive Vice President on
January 30, 2003. From 1999 and until he became COO, he held the position of Chief Financial Officer. He has responsibility for all of our
businesses except for the wood protection and industrial coatings businesses. Prior to January 30, 2003, Mr. Massimo served as a Corporate
Vice President from 1999. Prior to the Distribution, he served as Controller of Olin since April 1, 1996 and, in addition, as Corporate
Vice President since January 1, 1997. From November 1994 until April 1996, he served as Olin’s Director of Corporate Accounting. Prior to
November 1994, he was an Audit Senior Manager for KPMG LLP.
Mr. Anderson was elected Corporate Vice President, Human Resources effective December 1, 2000. Prior to that, he had served as Vice
President and General Manager, Semiconductor Chemicals and Services since June 8, 1999. Prior to that position and since February 19, 1999,
Mr. Anderson was Business Director, Process
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Chemicals and Chemical Management Services. Prior to serving as Business Director and prior to the Distribution, Mr. Anderson served as
Business Director, Chemical Management Services of Olin since 1995 and from 1993 to 1995 was Business Manager, Chemical Management
Services at Olin.
Mr. Giuliano was elected Vice President and Chief Financial Officer on May 25, 2007. Prior to that date and since January 27, 1999, he was
Controller. Prior to the Distribution, Mr. Giuliano was an Audit Senior Manager for KPMG LLP and prior to that and since 1991, he held various
positions of increasing responsibility for KPMG LLP, where he had overall responsibility for services provided in connection with audits, SEC
filings, private offerings and other services for certain domestic and multinational clients.
Ms. O’Connor was elected Corporate Vice President, General Counsel and Secretary on February 7, 1999. She was elected a Vice
President of the Company on October 13, 1998 when the Company was a wholly owned subsidiary of Olin. Prior to the Distribution and since
1995, Ms. O’Connor served as Olin’s Director, Planning and Development. Ms. O’Connor became an Associate Counsel in the Olin Corporate
Legal Department in 1989 and was promoted to Counsel in 1992 and to Senior Counsel in January 1995.
Mr. Shaulson was elected Corporate Vice President, Strategic Development effective August 8, 2008. Prior to that, and since 2001, he had
served as President of the Reinforcements Business Unit of Hexcel Corporation, a leading advanced structural materials company. Prior to
2001, he served at Hexcel in various other executive positions, including Vice President of Corporate Planning & Chief Information Officer and
Vice President of Corporate Development. Prior to joining Hexcel, Mr. Shaulson was a corporate associate in the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP from 1991 to 1996.
Mr. Bush was elected Treasurer on February 7, 1999 and also appointed a Vice President on that date. Prior to the Distribution and since
February 1998, Mr. Bush was a consultant to Olin. Prior to February 1998, and since March 1994, he was Vice President, Treasurer and then
Vice President, Investments of Johnson & Higgins, an insurance brokerage and benefits consulting firm. Prior to 1994, he held various
managerial positions, including Vice President and Treasurer and Vice President, Financial Planning and Analysis for Squibb Corporation.
Ms. DeMasi was elected Controller on May 25, 2007. Prior to this date and since April 1, 2006, Ms. DeMasi was Assistant Controller and
prior to that and since April 2003, she was the Director of Financial Reporting and Corporate Accounting. Prior to April 2003, she was an Audit
Manager for KPMG LLP, where she had overall responsibility for services provided in connection with audits and SEC filings.
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PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
As of January 31, 2009, there were approximately 4,400 record holders of the Company’s common stock.
The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ARJ.” In 2008, the Company
submitted the required Section 303A.12(a) CEO annual certification to the NYSE and has filed as Exhibits 31.1 and 31.2 to this Report the
certifications required by Section 302 of the Sarbanes-Oxley Act.
Information concerning the high and low sales prices of the Company’s common stock and dividends paid on common stock during each
quarterly period for the last two most recent fiscal years is set forth in Note 24 of Notes to Consolidated Financial Statements contained in
Item 8 of this Report.
Among the provisions of the credit facility (as defined in Item 7 of this Report) and the new term loan (as discussed in Note 11 of Notes
to Consolidated Financial Statements) are restrictions relating to the payments of dividends and the acquisition of the Company’s common
stock based on a financial formula. As of December 31, 2008, dividends and stock repurchases were limited to $81.0 million. In addition, the
senior unsecured notes issued in March 2002 contain dividend restrictions, which limit dividends and repurchases to $55.1 million as of
December 31, 2008. See Note 11 of Notes to Consolidated Financial Statements contained in Item 8 of this Report for restrictions on dividends
and repurchases under the credit facility and senior unsecured notes.
The Company has not repurchased any shares of the Company’s common stock in the three months ending December 31, 2008.
See Item 12 of this Report for Equity Compensation Plan information.
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Comparison of Five Year Cumulative Total Return Among Arch Chemicals, Inc.,
the S&P 500 Index and the S&P Chemicals (Specialty) Index
The graph below compares the cumulative total shareholder return of the Company’s common stock to the Standard & Poor’s 500 Index
and to the Standard & Poor’s Chemicals (Specialty) Index for the period from December 31, 2003 to December 31, 2008, the last trading day of
the Company’s fiscal year. The graph assumes that the value of the investment in the common stock and each index was $100 at close of
December 31, 2003 and that all dividends were reinvested. The total cumulative dollar returns shown on the graph represent the value that
such investments would have had on December 31, 2008.
LOGO
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Item 6. Selected Financial Data

The following table summarizes certain selected historical financial and operating information with respect to the Company and is derived
from the Consolidated Financial Statements of the Company. The financial data as of and for each of the years in the three-year period ended
December 31, 2008 were derived from the audited financial statements included elsewhere herein. Such historical financial data may not be
indicative of the Company’s future performance. The information set forth below should be read in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the historical Consolidated Financial Statements and Notes
thereto included elsewhere in this Form 10-K. The following information is qualified in its entirety by the information and financial statements
appearing elsewhere in this Form 10-K. See Note 1 of the Notes to Consolidated Financial Statements for additional information.
As of an d For th e Ye ars En de d De ce m be r 31,

2005
2008 2007 2006 (10) 2004
($ in m illion s, e xce pt pe r sh are am ou n ts)
Operations
Sales $1,492.1 $1,487.6 $1,402.9 $1,270.6 $1,098.9
Cost of Goods Sold (1) 1,063.3 1,055.7 1,029.3 922.7 790.6
Selling and Administration (2) 295.5 309.7 282.1 263.7 250.1
Research and Development 21.8 20.1 18.2 21.2 15.4
Other (Gains) and Losses (3) (1.8) (12.8) (2.4) (3.9) 1.4
Impairment and Restructuring (4) 27.1 16.0 23.5 0.9 4.6
Interest Expense, net (5) 10.7 13.3 20.3 19.5 18.6
Income from Continuing Operations Before Taxes, Equity in
Earnings of Affiliated Companies and Cumulative Effect of
Accounting Change 75.5 85.6 31.9 46.5 18.2
Equity in Earnings of Affiliated Companies 0.4 0.5 0.8 13.1 4.0
Income Tax Expense 38.9 36.8 18.6 19.8 6.4
Income from Continuing Operations Before Cumulative Effect of
Accounting Change 37.0 49.3 14.1 39.8 15.8
Income (Loss) from Discontinued Operations, net of tax (6) — (14.0) 0.1 1.2 4.1
Cumulative Effect of Change in Accounting, net of tax (7) — — — (0.5) —
Net Income $ 37.0 $ 35.3 $ 14.2 $ 40.5 $ 19.9
Diluted Income Per Share $ 1.49 $ 1.43 $ 0.58 $ 1.70 $ 0.84
Common Dividends Per Share 0.80 0.80 0.80 0.80 0.80
Other
Capital Expenditures 53.3 41.6 26.7 18.3 18.3
Depreciation 34.5 34.8 35.4 39.2 41.6
Amortization of Intangibles 11.0 10.2 8.9 7.4 5.2
Effective Tax Rate (8) 51.3% 42.7% 56.9% 33.2% 28.8%
Financial Position
Working Capital (9) $ 219.9 $ 178.0 $ 143.2 $ 129.1 $ 87.8
Property, Plant and Equipment, net 212.2 201.4 193.3 191.4 211.2
Total Assets 1,232.4 1,188.2 1,149.6 1,068.8 1,100.0
Long-Term Debt, excluding current portion 314.5 178.8 62.4 217.8 215.2
Shareholders’ Equity 361.9 474.4 366.2 365.0 359.8
Capitalization 694.9 682.6 583.2 591.8 582.0
Notes to Selected Financial Data appear on the next page.
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(1) Cost of Goods Sold for 2008 includes a benefit of $11.5 million related to the 2008 favorable antidumping ruling which impacted purchases
made by the Company from June 1, 2006 to May 31, 2007. Cost of Goods Sold for 2007 includes a benefit of $16.9 million related to the
2007 favorable antidumping ruling which impacted purchases made by the Company from December 16, 2004 to May 31, 2006.
Additionally, Cost of Goods Sold for 2007 includes a $0.4 million charge related to the disposal of inventory resulting from the
Company’s decision to discontinue the manufacturing of its BIT molecule. Cost of Goods Sold for 2006 includes a charge of $3.6 million
for an early termination of a supply contract.
(2) Selling and Administration expenses for 2007 include $6.3 million of costs as a result of the favorable antidumping duty ruling. Selling and
Administration expenses for 2004 include a $6.1 million settlement from a favorable legal judgment.
(3) Other (Gains) and Losses for 2008 represents the reversal of penalties and interest related to a Brazilian state import tax claim recorded in
2004 of $1.4 million due to the expiration of the statute of limitations and a $0.4 million gain from a revised estimate of shutdown costs
related to the completion of a contract with the U.S. Government in 2007. Other (Gains) and Losses for 2007 represents a gain for the
completion of a contract with the U.S. Government. Other (Gains) and Losses for 2006 represents the pre-tax gain on the sale of excess
land of $0.8 million, a pre-tax gain on the sale of certain assets in Brazil of $0.4 million and a pre-tax gain of $1.2 million from the sale of an
investment in an industrial coatings business. Other (Gains) and Losses for 2005 represents the pre-tax gain on the sale of excess land in
Brandenburg, Kentucky of $5.8 million that was partially offset by a charge for Brazilian state import tax claims of $1.9 million. 2004
principally includes a charge for a Brazilian state import tax claim of $2.1 million, offset by the pre-tax gain of $0.6 million on the sale of a
building.
(4) Impairment and Restructuring consist of the following:
Impairment Charge — 2008 represents a $24.6 million charge for the impairment of goodwill related to the Company’s
industrial coatings business and a $1.2 million charge for certain manufacturing assets in the wood
protection and industrial coatings businesses. 2007 includes a charge of $7.9 million for the impairment
of manufacturing assets in conjunction with the Company’s decision to discontinue the
manufacturing of its BIT molecule. 2006 represents a charge for the impairment of goodwill related to
the Company’s industrial coatings business. 2005 includes a $0.9 million charge for land located in
China that the Company transferred to the Chinese government in exchange for additional land. 2004
includes a $2.9 million charge for the fully-dedicated manufacturing assets of the microelectronic
materials business located in Brandenburg, Kentucky which the Company continues to own.
Restructuring — 2008 represents a $1.3 million cash charge related to a pension settlement associated with executive
severance recorded in 2007. 2007 includes a $7.2 million charge relating to the Company’s decision to
discontinue the manufacturing of its BIT molecule. Additionally, 2007 includes $0.9 million of
executive severance costs. 2004 includes $2.1 million for severance costs related to headcount
reductions in the hydrazine business due to the expiration of the government contract, offset by a
reduction of $0.4 million of prior year restructuring reserves.
(5) Interest Expense, net for 2008 includes $1.2 million of interest income related to the favorable antidumping ruling for the period from
June 1, 2006 to May 31, 2007. Interest Expense, net for 2007 includes $1.5 million of interest income related to the favorable antidumping
ruling for the period from December 16, 2004 to May 31, 2006.
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(6) The following details the components of Income (Loss) from Discontinued Operations, net of tax:
As of an d For th e Ye ars En de d De ce m be r 31,

($ in m illion s) 2008 2007 2006 2005 2004
Discontinued Operations, Results of Operations:
Performance Urethanes Venezuelan business (a) $ — $ 0.9 $ 0.8 $ — $ 1.5
Microelectronic Materials (b) — — (0.7) (1.6) 10.0
Gain (Loss) on Sales of Discontinued Operations:
Performance Urethanes Venezuelan business (c) — (14.9) — — —
Microelectronic Materials (d) — — — — (1.6)
Hickson organics operations (e) — — — 2.8 (7.3)
Sulfuric Acid (f) — — — — 1.5
Total Income (Loss) from Discontinued Operations, net
of tax $ — $ (14.0) $ 0.1 $ 1.2 $ 4.1
(a) Represents the results of operations, net of tax, for the performance urethanes business in Venezuela for all years presented
through the date of sale in September 2007.
(b) Represents the results of operations, net of tax, for the chemical management services (“CMS”) business through December 31,
2006. In addition, includes the results of operations of the microelectronic materials businesses through the date of sale on
November 30, 2004 for all years presented.
(c) Represents the loss on sale of the performance urethanes business in Venezuela.
(d) Represents the loss on sale of the majority of the operations of the microelectronic materials business.
(e) 2005 represents the recovery of £1.7 million (approximately $2.9 million pre-tax) related to two outstanding notes from the sale of the
Hickson organics Castleford operations, that were previously reserved due to uncertainty concerning the collectibility. 2004
includes an adjustment on the loss on the sale of the Hickson organics Castleford operations principally due to the establishment
of a reserve on the outstanding working capital receivable and a charge for probable future commitments as a result of the
uncertainty concerning the viability of the purchaser.
(f) 2004 principally represents a tax refund related to the sale of the sulfuric acid business.
(7) 2005 reflects the impact of adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 47, “Accounting for
Conditional Asset Retirement Obligations—An Interpretation of FASB Statement No. 143.”
(8) The effective tax rate is based on continuing operations before cumulative effect of accounting change. The 2008 effective income tax
rate of 51.3% is impacted by the non-deductible goodwill impairment charge of $24.6 million. Excluding the goodwill impairment charge,
the effective tax rate was 38.7%. In 2007, legislation was finalized in the U.K. which reduced the corporate tax rate from 30% to 28%.
Included in 2007 is $3.0 million of tax expense that represents the reduction of a tax benefit previously recorded directly through equity,
related to the U.K. pension liabilities. The original tax benefit was not recorded in the income statement. Additionally, 2007 includes a $1.8
million benefit resulting from the impact of a change in the Italian corporate tax rate on deferred tax liabilities which were recorded in
purchase accounting. Additionally, the net impact of Other (Gains) and Losses and Restructuring and Impairment was to increase the
effective tax rate for 2007 by approximately three percent. Excluding the effect of the U.K. and Italy tax legislation noted above, Other
(Gains) and Losses, and the Restructuring and Impairment charges, the effective tax rate for 2007 is 36.6%. The 2006 effective income tax
rate of 56.9% includes the non-deductible Impairment charge of $23.5 million. Excluding the Impairment, the effective tax rate was 33.1%.
(9) Working capital excludes cash, short-term debt and assets held for sale. In addition, the Company sells certain accounts receivable
through an accounts receivable securitization program. As a result, accounts receivable have been reduced, the Company’s retained
interest in such receivables have been reflected as a short-term investment and proceeds from the sales are used to pay down debt. As of
December 31, for all periods presented, the Company had not sold any participation interests in accounts receivable.
(10) In 2006, the 2005 income statement was revised to include the gain on sale of the Planar Solutions joint venture of $10.2 million, as a
component of Equity in Earnings of Affiliated Companies. It had previously been included in Other (Gains) and Losses.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the
Company’s Consolidated Financial Statements and Notes thereto included elsewhere herein. Sales consist of sales to third parties net of any
discounts. Gross Margin is defined as Sales less Cost of Goods Sold, which includes raw materials, labor, overhead and depreciation
associated with the manufacture of the Company’s various products and shipping and handling costs. In addition, segment operating income
excludes restructuring (income) expense and impairment. The Company believes the exclusion of restructuring and impairment expense from
segment operating income provides additional perspective on the Company’s underlying business trends and provides useful information to
investors by excluding amounts from the Company’s results that the Company does not believe is indicative of ongoing operating results.
Other gains and losses that are directly related to the segments are included in segment operating results.
Results of Operations
Consolidated
2008 2007 2006
(in m illion s,
e xce pt pe r sh are am ou n ts)
Sales $1,492.1 $1,487.6 $1,402.9
Gross Margin 428.8 431.9 373.6
Selling and Administration 295.5 309.7 282.1
Research and Development 21.8 20.1 18.2
Other (Gains) and Losses (1.8) (12.8) (2.4)
Restructuring 1.3 8.1 —
Impairment Charge 25.8 7.9 23.5
Interest Expense, net 10.7 13.3 20.3
Equity in Earnings of Affiliated Companies 0.4 0.5 0.8
Income Tax Expense 38.9 36.8 18.6
Income from Discontinued Operations, net of tax — 0.9 0.1
Loss on the Sale of Discontinued Operations, net of tax. — (14.9) —
Net Income $ 37.0 $ 35.3 $ 14.2
Basic Income Per Share $ 1.49 $ 1.44 $ 0.59
Diluted Income Per Share $ 1.49 $ 1.43 $ 0.58
Weighted Average Common Stock Outstanding:
Basic 24.8 24.5 24.0
Diluted 24.9 24.7 24.3
The Company is a global biocides company providing chemistry-based and related solutions to selectively destroy and control the
growth of harmful microbes. Our concentration is in water treatment, hair and skin care products, treated wood, preservation and protection
applications such as for paints and building products, and health and hygiene applications. The Company is a global market leader in
supplying biocides for incorporation into interior and exterior paints, wallboard, ceiling tiles and other building products to deter the growth of
mold and mildew, the major causes of the Sick Building Syndrome. The Company operates in two segments: Treatment Products and
Performance Products.
Arch’s Treatment Products business segment generates approximately 80%—90% of the Company’s annual sales. It includes three
reportable business units: HTH water products, personal care and industrial biocides, and wood protection and industrial coatings.
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The core competencies of the Treatment Products segment are superior microbiology, analytical chemistry and chemical formulation
skills as well as extensive knowledge of—and expertise in—the regulatory procedures that govern the use of these biocide products, and
particularly excellence in toxicology on which those regulations are based. The Company must understand the biological and chemical effects
of its products and excel at both developing new products and finding new applications for existing ones. The Company has invested in
upgrading and expanding its technical strengths in these disciplines to meet increasingly global regulatory requirements, including those
relating to the European Biocidal Products Directive (“BPD”), which requires biocide manufacturers to re-register their biocidal products for
sale in the EU, and the EU’s Registration, Evaluation and Authorization of Chemical Substances (REACH) legislation. While some companies
view these increasing foreign regulations as a hindrance or barrier, the Company sees it as a competitive advantage due to our expertise and
commitment to regulatory matters.
Critical success factors for the Company include managing its ability to develop new products to meet its customers’ needs; reducing
overall product sourcing costs; optimizing its overall global manufacturing facilities to maximize efficiencies in the manufacturing processes;
leveraging toxicological, regulatory and microbiological technical strengths to achieve global compliance of the Company’s products under
existing and new legislation such as the BPD and REACH; and fixing or eliminating unprofitable businesses. In addition, several of its
customers generally require that the Company demonstrate improved efficiencies, through cost reductions and/or price decreases. The
Company’s continued growth will come from organic growth and through strategic acquisitions.
The Company’s major sales, distribution and production facilities are located in North America and Europe. Additional facilities are
based in Latin America, Asia, Australia and South Africa. Approximately 50% of sales and total long-lived assets, excluding goodwill, are
outside the U.S. Accordingly, the Company has exposure to fluctuations in foreign currency exchange rates. These fluctuations impact the
translation of sales, earnings, assets and liabilities from the local functional currency to the U.S. dollar. Operating units outside the U.S. that
purchase raw materials in U.S. dollars are also impacted by fluctuations in foreign currency exchange rates.
The Company has an annual compensation plan and a long-term incentive compensation plan for its executives and other employees.
The annual plan’s financial targets for corporate and senior management are diluted earnings per share and cash flow. The numerator for
diluted earnings per share is net income adjusted for any extraordinary income or expense, special charges or gains, impairment charges, and
gains or losses on sales of businesses or sales not in the ordinary course of business (“adjusted net income”). Cash flow is defined as
EBITDA, plus or minus the change in working capital, less capital spending. The annual plan’s financial targets for the business units are pre-
tax income and cash flow. The Company’s long-term incentive plan target is Return on Equity (“ROE”). ROE is defined as adjusted net income
divided by average shareholder’s equity (the average calculated using the shareholder’s equity at the beginning and the end of the fiscal year,
excluding the impact on ending shareholder’s equity of any adjustments to net income). These financial metrics are key performance indicators
utilized by the Company to evaluate its performance against stated goals. In addition, the estimated and actual performance against such
targets can have a significant impact on the amount of incentive compensation expense recorded by the Company. In 2008, the Company
modified certain of its long-term incentive plan awards so that a portion are paid out in stock and a portion are paid out in cash. The portion of
the award paid out in cash is based upon market price of the Company’s common stock, and therefore, the amount of incentive compensation
expense would vary based upon the market price of the Company’s stock at the end of each reporting period. During the fourth quarter of
2008, the Company entered into equity total return swap agreements in order to minimize earnings volatility related to the long-term incentive
plan. For additional information, see Note 13 of Notes to the Consolidated Financial Statements.
The Company has a disciplined acquisition process aimed at complementing its strengths and advancing its business strategies. The
Company focuses on acquisition opportunities in its core biocides business areas and screens them against specific strategic criteria we have
identified in those areas. Acquisition opportunities are also screened against specific financial targets. Any acquisition must be cash accretive
in year one and
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earnings accretive no later than the end of the first year. When an opportunity meets our strategic and financial criteria, a detailed integration
plan is developed prior to completing the acquisition.
The Company’s 2008 net sales of $1,492.1 million were comparable to the prior year’s net sales of $1,487.6 million. In 2008 the Company
benefited from a full year of sales from the 2007 acquisition of the remaining 51 percent share of the Company’s Australian joint venture,
Koppers Arch Wood Protection (Aust) Pty Ltd (“KAWP”) as well as the fourth quarter 2008 acquisition of the water treatment chemicals
business of Advantis Technologies (“Advantis”).
Year Ended December 31, 2008 Compared to 2007

The Company’s 2008 net sales of $1,492.1 million were comparable to the prior year’s net sales of $1,487.6 million. Excluding the impact of
the acquisition of the remaining 51 percent share of the Company’s Australian joint venture, KAWP ($35.7 million or two percent), and the
impact of the acquisition of the water treatment chemicals business of Advantis ($21.8 million or two percent), sales decreased $53.0 million, or
four percent, as lower volumes (eight percent) were partially offset by improved pricing (four percent). The lower volumes were principally in
the performance urethanes and wood protection businesses. The higher pricing was driven by the performance urethanes, HTH water
products and wood protection businesses.
Gross margin percentage was 28.7% and 29.0% for 2008 and 2007, respectively. Higher pricing for the performance urethanes, HTH water
products and wood protection businesses, and the benefit from the Company’s margin-improvement programs for the industrial biocides
business, which included improvements in customer mix and the sourcing of the BIT molecule from third-party suppliers, were offset by higher
raw material costs for the performance urethanes and wood protection businesses and lower sales volumes. Included in the 2008 and 2007
gross margin was an $11.5 million and a $16.9 million, respectively, antidumping duty benefit related to a final determination from the U.S.
Department of Commerce (“DOC”). Additionally, included in cost of goods sold for 2007 is $0.4 million of inventory disposal costs related to
the Company’s decision to discontinue the manufacturing of its BIT molecule.
Selling and administration expenses as a percentage of sales decreased to 19.8% in 2008 from 20.8% in 2007. The $14.2 million decrease in
selling and administration expenses is due to lower compensation-related expense, principally as a result of the mark-to-market impact of the
lower stock price during 2008 on the Company’s performance-based stock awards and deferred compensation plans, lower pension expense
and favorable foreign exchange, partially offset by increased selling and administration expenses due to the KAWP and Advantis
acquisitions.
Other (Gains) and Losses for 2008 represents the reversal of penalties and interest related to a Brazilian state import tax claim recorded in
2004 of $1.4 million due to the expiration of the statute of limitations and a $0.4 million gain from a revised estimate of shutdown costs related
to the completion of a contract with the U.S. Government in 2007. Other (Gains) and Losses for 2007 represents a gain for the completion of a
contract with the U.S. Government.
Restructuring expense during 2008 relates to a pension settlement associated with executive severance which was recorded in 2007.
Restructuring expense of $8.1 million during 2007 includes $4.0 million for severance costs principally related to headcount reductions in the
industrial biocides business resulting from the Company’s decision to discontinue the manufacturing of its BIT molecule at two U.K.
manufacturing locations and begin sourcing from third-party suppliers. In addition, restructuring expense includes $3.2 million primarily for
service agreements at the two U.K. sites from which the Company will no longer receive any economic benefit. Included in restructuring is $0.9
million related to executive severance.
The impairment charge of $25.8 million in 2008 represents a $24.6 million charge for the impairment of the remaining goodwill related to the
Company’s industrial coatings business and a $1.2 million non-cash charge related to certain manufacturing assets in the Company’s wood
protection and industrial coatings businesses. The
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impairment charge of $7.9 million in 2007 is related to the manufacturing assets in the Seal Sands, England and Huddersfield, England
manufacturing locations that were impacted by the Company’s decision to discontinue the manufacturing of its BIT molecule and to source
the material from third-party suppliers.
Interest expense, net, decreased $2.6 million primarily as a result of lower cost borrowings, partially offset by higher net debt during the
period.
The tax rate on income from continuing operations for 2008 and 2007 was 51.3% and 42.7%, respectively. The 2008 effective income tax
rate of 51.3% includes the non-deductible goodwill impairment charge of $24.6 million. Excluding the goodwill impairment charge, the effective
tax rate was 38.7%. The effective tax rate for 2007 was 36.6%, excluding the effect of the U.K. and Italy tax legislation, other (gains) and losses,
restructuring and impairment charges. The increase from 2007 is due to higher non-deductible expense and an increase in foreign remitted
earnings.
The 2007 tax rate was impacted by legislation that was finalized in the U.K. which reduced the corporate tax rate from 30% to 28%. The
Company has significant U.K. deferred tax assets principally related to the Company’s U.K. pension plans. As a result of the tax rate change,
the Company’s deferred tax assets were reduced, with a corresponding increase in tax expense. Included in 2007 is $3.0 million of non-cash tax
expense that represents the reduction of a tax benefit previously recorded directly through equity, related to the U.K. pension liabilities. The
original tax benefit was not recorded in the income statement. Additionally, 2007 includes a $1.8 million benefit resulting from the impact of a
change in the Italian corporate tax rate on deferred tax liabilities which were recorded in purchase accounting. As a result of the tax rate change
from 37.3% to 31.4%, the Company’s deferred tax liabilities were reduced, with a corresponding tax benefit. The net impact of other (gains) and
losses, restructuring and impairment charges was to increase the effective tax rate for 2007 by approximately three percent.
Income from discontinued operations, net of tax, represented the results of operations for the non-strategic performance urethanes
business in Venezuela, until its sale in September 2007.
The loss on sales of discontinued operations, net of tax, during 2007 relates to the divestiture of the non-strategic performance urethanes
business in Venezuela. The Company recorded a non-cash, after-tax loss of $14.9 million on this transaction due to the recognition of historical
foreign currency translation losses.
Antidumping Rulings
During the third quarter of 2008, the U.S. Department of Commerce (“DOC”) made its final determination that reduced the Company’s
antidumping duty rate from 76 percent to less than 1 percent for chlorinated isocyanurates (“isos”) that the Company imported from a major
Chinese supplier for the period from June 1, 2006 through May 31, 2007. As a result of the final determination, the Company recorded a pre-tax
benefit of $12.7 million in the third quarter of 2008. An appeal is pending with the Court of International Trade (“CIT”) contesting the DOC’s
determinations. The appeal will likely delay the cash refund of the duty to the Company until the appeal is completed. In addition, this appeal
may result in a change in the antidumping duty rate for this review period, although the Company does not expect that the resolution of this
matter will have a material adverse effect on the Company.
Based upon the final determination for the period of June 1, 2006 through May 31, 2007, the Company began paying cash deposits for
imports at a rate of approximately 1% in September of 2008.
During the fourth quarter of 2007, the DOC made its final determination that reduced the Company’s antidumping duty rate from 76
percent to 20 percent for isos that the Company imported from a major Chinese supplier for the period from December 16, 2004 through May 31,
2006. As a result of the final determination and the revised rate, the Company recorded a net pre-tax benefit of $12.1 million in the fourth
quarter of 2007. An
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appeal is pending with the CIT contesting the DOC’s determinations. The appeal will likely delay the cash refund of the duty to the Company
until the appeal is completed. In addition, this appeal may result in a change in the antidumping duty rate for this review period, although the
Company does not expect that the resolution of this matter will have a material adverse effect on the Company. Based upon the final
determination for the period of December 16, 2004 through May 31, 2006, the Company began paying cash deposits for imports at a rate of
approximately 20 percent for the period from January 2008 to September 2008.
An administrative review has also commenced to determine the final rate for the period June 1, 2007 to May 31, 2008.
Significant Contracts
The Performance Products segment is highly dependent on contract manufacturing arrangements with various terms. The operating
results are expected to decrease by approximately $12 million after December 31, 2009 due to anticipated reductions in contract manufacturing.
The Company believes that the pipeline of new product offerings should mitigate a portion of this impact.
2009 Outlook
The Company expects full-year 2009 sales to increase by approximately two to four percent, as the contribution from the acquisition of
Advantis and higher pricing should be partially offset by unfavorable foreign exchange. Earnings per share from continuing operations are
forecast to be in the $1.85 to $2.05 range. Depreciation and amortization is estimated to be approximately $50 million. Capital spending is
anticipated to be in the $35 to $40 million range. The effective tax rate is estimated to be in the 37% to 38% range.
The Company’s 2009 outlook assumes continued weakness in global economies throughout the year as well as headwinds from
unfavorable foreign exchange due to the strengthening of the U.S. dollar. The HTH water products business is expected to report higher
profits due to the positive contribution from the acquisition of Advantis, including related synergies, as well as improved pricing. This
guidance assumes an antidumping duty rate of approximately one percent in 2009 and an estimated pre-tax benefit of approximately $3 million
for the current administrative period under review. The Company expects lower operating results for the personal care and industrial biocides
business. This is due to decreased demand for industrial biocides applications as a result of the depressed building products and automotive
markets. Additionally, the business will be impacted by increased spending for regulatory and toxicology compliance and additional costs for
the Company’s new manufacturing facilities in China. Wood protection and industrial coatings results are forecast to be lower due to the
continued weakness in the global housing and construction markets. This weakness will more than offset anticipated lower raw material costs.
Performance Products results are expected to be below 2008 due to lower pricing in response to competitive activities in the polyol and glycol
markets as a result of the decrease in raw material costs, principally propylene and ethylene in the fourth quarter of 2008, and continued lower
demand for flexible polyols as a result of market conditions. Unallocated corporate expenses are expected to be higher due to higher pension
expense and the absence of a royalty stream that ended in 2008. In addition, the Company anticipates higher interest expense.
For the first quarter, the Company anticipates a loss per share from continuing operations to be in the $(0.15) to $(0.05) per share range,
compared to earnings per share from continuing operations of $0.23 during the first quarter of 2008. The expected decrease in first
quarter results is principally due to lower results for the industrial biocides and personal care business due to lower demand, additional costs
for the Company’s new manufacturing facilities in China and lower results for the wood protection and industrial coatings businesses from
continued weakness in the global construction and housing markets. In addition, the Company anticipates higher interest expense related to
the borrowings from the recent acquisition and higher pension expense. These are expected to be partially offset by modestly higher
Performance Products results due to lower raw material costs.
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Sales increased $84.7 million, or six percent, due in part to the acquisition of the remaining 51 percent share of the Company’s Australian
joint venture, KAWP ($33.3 million or two percent). Excluding the impact of the acquisition, sales increased $51.4 million, or four percent,
principally due to favorable foreign exchange (three percent) and improved pricing (one percent). The higher pricing was driven by the wood
protection and HTH water products businesses, partially offset by lower pricing in the performance urethanes and personal care and industrial
biocides businesses.
Gross margin percentage was 29.0% and 26.6% for 2007 and 2006, respectively. The 2007 gross margin includes a $16.9 million benefit
related to a final determination from the DOC that reduced the antidumping duty rate from 76 percent to 20 percent for purchases made by the
Company from December 16, 2004 to May 31, 2006. The impact of the favorable antidumping duty ruling increased gross margin by
approximately 110 basis points. Additionally, gross margin percentage improved due to the higher sales prices for the wood protection and
HTH water products businesses, partially offset by increased manufacturing costs in the performance urethanes, industrial biocides, and
industrial coatings businesses. Included in cost of goods sold for 2007 is $0.4 million of inventory disposal costs related to the Company’s
decision to discontinue the manufacturing of its BIT molecule. In addition, included in 2006 was a charge of $3.6 million from an early
termination of a supply contract that adversely impacted the gross margin of the wood protection business.
Selling and administration expenses as a percentage of sales increased to 20.8% in 2007 from 20.1% in 2006. The $27.6 million increase in
selling and administration expenses is primarily due to unfavorable foreign exchange, as well as legal and other incremental costs ($6.3 million)
associated with the favorable antidumping duty ruling. In addition, the higher selling and administration expenses were due to higher
performance-based incentive compensation, and the KAWP acquisition ($4.5 million).
Other (gains) and losses in 2007 represents a gain for the completion of a contract with the U.S. Government of $13.4 million, offset by
estimated shutdown costs of $0.6 million. Other (gains) and losses in 2006 includes pre-tax gains from the sale of excess land of $0.8 million,
the sale of certain assets in Brazil of $0.4 million and $1.2 million from the sale of an investment in an industrial coatings business.
Restructuring expense of $8.1 million includes $4.0 million for severance costs principally related to headcount reductions in the
industrial biocides business resulting from the Company’s decision to discontinue the manufacturing of its BIT molecule at two U.K.
manufacturing locations and begin sourcing from third-party suppliers. In addition, restructuring expense includes $3.2 million primarily for
service agreements at the two U.K. sites from which the Company will no longer receive any economic benefit. Included in restructuring is $0.9
million related to executive severance.
The impairment charge of $7.9 million in 2007 is related to the manufacturing assets in the Seal Sands, England and Huddersfield, England
manufacturing locations that were impacted by the Company’s decision to discontinue the manufacturing of its BIT molecule and to source
the material from third-party suppliers. In 2006 the Company recorded a non-cash goodwill impairment charge of $23.5 million, which reduced
the carrying amount of goodwill related to the industrial coatings business.
Interest expense, net, decreased $7.0 million, as a result of repayment of maturing notes with lower cost borrowings. In addition, during
the fourth quarter of 2007, the Company recorded interest income of $1.5 million related to the favorable antidumping duty ruling.
The tax rate on income from continuing operations for 2007 and 2006 was 42.7% and 56.9%, respectively. Excluding special items, the
effective tax rate in 2007 was higher than 2006. In 2007, legislation was finalized in the U.K. which reduced the corporate tax rate from 30% to
28%. The Company has significant U.K. deferred tax assets principally related to the Company’s U.K. pension plans. As a result of the tax rate
change, the Company’s
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deferred tax assets were reduced, with a corresponding increase in tax expense. Included in 2007 is $3.0 million of tax expense that represents
the reduction of a tax benefit previously recorded directly through equity, related to the U.K. pension liabilities. The original tax benefit was
not recorded in the income statement. This charge is non-cash and is not expected to reverse in the foreseeable future. Additionally, 2007
includes a $1.8 million benefit resulting from the impact of a change in the Italian corporate tax rate on deferred tax liabilities which were
recorded in purchase accounting. As a result of the tax rate change from 37.3% to 31.4%, the Company’s deferred tax liabilities were reduced,
with a corresponding tax benefit. Additionally, the net impact of other (gains) and losses, restructuring and impairment charges was to
increase the effective tax rate for 2007 by approximately three percent. Excluding the effect of the U.K. and Italy tax legislation, other (gains)
and losses, restructuring and impairment charges, the effective tax rate for 2007 is 36.6%. This rate was higher than 2006 due to the increased
income in higher tax jurisdictions. The 2006 effective income tax rate of 56.9% includes the non-deductible impairment charge of $23.5 million.
Excluding the impairment charge, the effective tax rate was 33.1%.
Income (loss) from discontinued operations, net of tax, represented the results of operations for the non-strategic performance urethanes
business in Venezuela, until its sale in September 2007. During 2006 income (loss) from discontinued operations, net of tax, also included the
CMS business which included severance and related costs associated with the termination of certain service contracts of $0.3 million ($0.2
million after-tax).
The loss on sales of discontinued operations, net of tax, during 2007 relates to the divestiture of the non-strategic performance urethanes
business in Venezuela. The Company recorded a non-cash, after-tax loss of $14.9 million on this transaction due to the recognition of historical
foreign currency translation losses.
Segment Operating Results

The Company has organized its business portfolio into two operating segments to reflect the Company’s business strategy. The two
segments are Treatment Products and Performance Products. The Treatment Products segment includes three reportable business units: the
HTH water products business, the personal care and industrial biocides business, and the wood protection and industrial coatings business.
Segment operating income includes the equity in earnings of affiliated companies and excludes restructuring (income) expense and impairment
expense. The Company believes the exclusion of restructuring and impairment expense from segment operating income provides additional
perspective on the Company’s underlying business trends and provides useful information to investors by excluding amounts from the
Company’s results that the Company does not believe is indicative of ongoing operating results.
The Company includes the equity income (loss) of affiliates in its segment operating results as it believes it to be relevant and useful
information for investors as these affiliates are the means by which certain segments participate in certain geographic regions. Furthermore,
the Company includes it to measure the performance of the segment. Other gains and losses that are directly related to the segments are
included in segment operating results.
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Treatment Products
2008 2007 2006
($ in m illion s)
Sales
HTH Water Products $ 501.6 $ 482.8 $ 496.6
Personal Care & Industrial Biocides 315.6 321.0 288.7
Wood Protection & Industrial Coatings 459.2 449.1 382.1
Total Treatment Products $1,276.4 $1,252.9 $ 1,167.4
Operating Income
Personal Care & Industrial Biocides 62.1 54.2 46.7
Wood Protection & Industrial Coatings 2.4 13.9 1.8
Total Treatment Products $ 130.4 $ 132.8 $ 91.5

Sales increased $23.5 million or two percent. Excluding the impact of the acquisition of the remaining 51 percent share of the Company’s
Australian joint venture, KAWP ($35.7 million or three percent), and the impact of the acquisition of Advantis ($21.8 million or two percent),
sales decreased $34.0 million, or three percent, as lower volumes (six percent) were partially offset by improved pricing (three percent).
Operating income decreased $2.4 million as improvement in the industrial biocides business was more than offset by lower operating
income in the wood protection business.
HTH Water Products

Sales increased $18.8 million, or four percent. Excluding the impact of the acquisition of Advantis ($21.8 million or four percent), sales
decreased $3.0 million as lower volumes (three percent) were offset by improved pricing (three percent). The lower volumes were due to
unfavorable weather patterns in Europe, a slow start to the Latin America pool season and lower demand in the North American dealer
segment, partially offset by improved volumes in the domestic repacker market. Improved pricing in Latin America and South Africa and
favorable mix in the U.S. and Europe were partially offset by lower pricing in Canada.
Operating income increased by $1.2 million as price increases, lower antidumping duties on current purchases, and the positive
contribution of Advantis more than offset increased freight and distribution costs and lower volumes. In addition, included in 2008 and 2007
operating income are benefits of $11.5 million and $14.1 million, respectively, related to the favorable antidumping duty rulings.
Personal Care and Industrial Biocides

Sales decreased $5.4 million, or two percent, as lower volumes (four percent) more than offset higher pricing (one percent) and favorable
foreign exchange (one percent). Lower volumes for biocides used in building products, principally due to the downturn in the global
construction market, and in antidandruff products were partially offset by increased demand for biocides used in marine antifouling paints.
The improved pricing related to health and hygiene products and favorable product mix for ingredients used in personal care products.
Operating income increased $7.9 million, due to the benefit from the Company’s margin-improvement programs, which included
improvements in customer mix and the sourcing of the BIT molecule from third-party
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suppliers for the industrial biocides business. In addition, lower operating expenses, principally due to the timing of toxicology and regulatory
spending, favorable foreign exchange and improved pricing were mostly offset by higher raw material costs, lower volumes and increased
freight and distribution costs. Included in the operating results for 2008 is income from the sale of rights to certain intellectual property of $0.9
million.
Wood Protection and Industrial Coatings

Sales increased $10.1 million, or two percent, due to the acquisition of the remaining 51 percent share of the Company’s Australian joint
venture KAWP ($35.7 million or eight percent) in July 2007. Excluding the impact of the acquisition, sales decreased $25.6 million, or six
percent, as lower volumes (10 percent) more than offset improved pricing (three percent) and favorable foreign exchange (one percent). In the
wood protection business, lower volumes in the North America residential sector, driven by the downturn in the U.S. construction market that
began impacting the business in the second quarter of 2007, and in the European residential sector, more than offset global price increases for
products used in both residential and industrial applications. In the industrial coatings business, lower volumes in the western European
region, resulting principally from poor economic conditions, were partially offset by increased demand in the eastern European region and
price increases.
Operating income decreased $11.5 million as lower sales volumes, higher raw material costs for both businesses, and increased freight
and distribution costs for the wood protection business more than offset the improved pricing.

Sales increased $85.5 million, or seven percent, partially due to the acquisition of the remaining 51 percent share of the Company’s
Australian joint venture, KAWP ($33.3 million or three percent). Excluding the impact of the acquisition, sales increased $52.2 million or four
percent due to favorable foreign exchange (three percent) and improved pricing (two percent), partially offset by lower volumes (one percent).
Operating income increased $41.3 million for all of the Treatment Products businesses, principally driven by significant improvement in
the HTH water products business.
HTH Water Products

Sales decreased $13.8 million, or three percent, due to lower volumes (seven percent), partially offset by improved pricing (two percent)
and favorable foreign exchange (two percent). The lower volumes were principally due to the shedding of unprofitable business in Europe and
lower demand for branded, and to a lesser extent non-branded, products in North America due to unfavorable weather patterns in several large
regions served by the Company. The increased pricing was primarily in North America and Europe.
Operating income increased by $21.7 million. This was due to the favorable antidumping duty benefit of $14.1 million, as well as higher
pricing and lower plant operating costs, which were partially offset by the lower North America residential and European volumes. Included in
the 2007 operating results are severance costs related to the reorganization of the European operations, which are comparable to costs in 2006
associated with exiting the Spanish market and certain reorganization costs at the Company’s Charleston, Tennessee manufacturing location.
Personal Care and Industrial Biocides

Sales increased $32.3 million, or 11 percent, due to higher volumes (11 percent) driven by increased demand for biocides used in
industrial applications, including building products and marine antifouling paints, as well as increased demand for biocides used in health and
hygiene products. Lower pricing (two percent) was offset by favorable foreign exchange (two percent). The pricing impact was principally
related to a renewed contract with a significant customer, as well as additional volume to secure expanded applications in the building
products market.
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Operating income increased $7.5 million as higher sales volumes and improved product mix, were partially offset by increased
manufacturing costs, lower pricing, and increased selling and administrative costs to support various growth initiatives. Included in the
operating results for 2006 is the sale of certain intellectual property of $1.2 million.
Wood Protection and Industrial Coatings

Sales increased $67.0 million, or 18 percent, partially due to the acquisition of the remaining 51 percent share of the Company’s
Australian joint venture KAWP ($33.3 million or nine percent) in July 2007. Excluding the impact of the acquisition, sales increased $33.7
million, or nine percent. The increase is due to favorable foreign exchange (six percent) and improved pricing (five percent), partially offset by
lower volumes (two percent). The improved pricing was principally in the wood protection business. Price increases were implemented for
wood protection products used in residential and industrial applications in North America to offset the higher raw material costs experienced
over the last several years. The lower volumes were a result of reduced demand for wood protection products, primarily as a result of the
slowdown in the U.S. construction market, partially offset by increased demand for industrial coatings, principally in the Eastern European
market.
Operating income increased $12.1 million. In 2006, wood protection was negatively impacted by a $3.6 million charge from the early
termination of a supply contract, which was partially offset by a pre-tax gain on the sale of excess land of $0.8 million. Additionally, in 2006 the
industrial coatings business recorded a pre-tax gain of $1.2 million for the sale of an investment. Excluding these items, operating income
increased $10.5 million due to the improved pricing for the wood protection business and higher volumes in the industrial coatings business,
partially offset by higher raw material costs and lower volumes in the wood protection business. In addition, operating income benefited from
the positive contribution of the acquisition and the favorable effect of foreign exchange.
Performance Products
2008 2007 2006
($ in m illion s)
Sales
Performance Urethanes $197.0 $216.8 $212.3
Hydrazine 18.7 17.9 23.2
Total Performance Products $215.7 $234.7 $235.5
Operating Income
Performance Urethanes $ 16.1 $ 11.9 $ 16.8
Hydrazine 1.1 13.5 2.8
Total Performance Products $ 17.2 $ 25.4 $ 19.6
Less: contract completion gain (0.4) (12.8) —
Total Performance Products, excluding gain $ 16.8 $ 12.6 $ 19.6

Sales decreased $19.0 million, or eight percent, as lower volumes more than offset improved pricing. Operating income increased $4.2
million from prior year, excluding the gain from the completion of a contract with the U.S. Government.
The Performance Products segment is highly dependent on contract manufacturing arrangements with various terms. The operating
results are expected to decrease by approximately $12 million after December 31, 2009 due to anticipated reductions in contract manufacturing.
The Company believes that the pipeline of new product offerings should mitigate a portion of this impact.
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Performance Urethanes
Performance urethanes sales decreased $19.8 million, or approximately nine percent, as lower volumes (19 percent) were partially offset
by improved pricing (10 percent). The lower volumes in the polyol and glycol markets were principally due to the slowing U.S. economy. The
improved pricing was for polyol and glycol products in response to rising raw material costs during the first nine months of 2008. Operating
income increased $4.2 million from 2007. Included in 2008 operating income is a $1.1 million gain related to a revised estimate of the Company’s
liability for Brazilian state import tax claims. Excluding the gain, operating income increased by $3.1 million principally due to lower raw material
costs in the fourth quarter of 2008 as propylene settled at a six-year low.
Hydrazine
Hydrazine sales were comparable to the prior year. Operating income decreased by $12.4 million from 2007. Excluding the gain from the
completion of a contract with the U.S. Government, operating income was comparable to the prior year.

Sales during 2007 were consistent with 2006. Operating income decreased by $7.0 million, excluding the gain from the completion of a
contract with the U.S. Government ($12.8 million). The decrease is due to lower pricing and higher raw material costs, partially offset by higher
volumes.
Performance Urethanes
Performance urethanes sales increased $4.5 million, two percent over the prior year, primarily due to higher volumes (six percent) of
flexible polyols, which were partially offset by lower pricing (four percent) due to competitive pressures in the polyol market and increased
competition in the propylene glycol market. Operating income decreased $4.9 million as a result of the decrease in pricing and higher raw
material costs, partially offset by reduced manufacturing costs and a favorable raw material contract pricing adjustment. The 2006 operating
results include a pre-tax gain on the sale of certain assets in Brazil of $0.4 million.
Hydrazine
Hydrazine sales decreased $5.3 million (23 percent) due to lower volume (21 percent) and pricing (two percent). The decrease was
primarily due to lower requirements of Ultra Pure™ Hydrazine from the U.S. government and, to a lesser extent, a decrease in demand and lower
pricing for hydrazine hydrates. After excluding the gain from the completion of a contract with the U.S. Government ($12.8 million), operating
income decreased by $2.1 million primarily due to decreased requirements from the U.S. Government for the Company’s high-margin
UltraPure™ hydrazine, partially offset by lower plant operating costs.
Corporate Expenses (Unallocated)
2008 2007 2006
($ in m illion s)
Unallocated Corporate Expenses $ 33.9 $ 42.4 $ 34.6

The decrease in unallocated corporate expenses was due to lower compensation-related expense principally as a result of the mark-to-
market impact of the lower stock price during 2008 on the Company’s performance-based stock awards and deferred compensation plans. In
addition, a decrease in pension expense and lower
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environmental remediation expenses were partially offset by unfavorable foreign exchange associated with certain dollar-denominated loans of
the Company’s foreign subsidiaries.

The increase in unallocated corporate expenses is principally due to an increase in incentive compensation-related costs for both the
Company’s long-term incentive plan and, to a lesser extent, the Company’s annual incentive plan due to the significant operating improvement
in 2007, including the favorable antidumping duty ruling. In addition, higher environmental remediation costs were partially offset by lower
pension expense associated with the Company’s U.K. pension plans.
Environmental
The Company operates manufacturing facilities throughout the world and as a result is subject to a broad array of environmental laws
and regulations in various countries. The Company also implements a variety of voluntary programs to reduce air emissions, eliminate or
reduce the generation of hazardous waste and to decrease the amount of wastewater discharges. The establishment and implementation of
U.S. federal, state and local standards to regulate air and water quality and to govern contamination of land and groundwater has affected, and
will continue to affect, substantially all of the Company’s U.S. manufacturing locations. Federal legislation providing for regulation of the
manufacture, transportation, use and disposal of hazardous and toxic substances has imposed additional regulatory requirements on industry
in general, and particularly on the chemicals industry. In addition, the implementation of environmental laws, such as the Resource
Conservation and Recovery Act, the Clean Air Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, has required and will continue to require, new capital
expenditures and will increase operating costs.
The Distribution Agreement specifies that the Company is only responsible for certain environmental liabilities at the Company’s then
current facilities and certain off-site locations. The Company has also become subject to environmental exposures and potential liabilities in
the U.S. and abroad with respect to the businesses it purchased. In connection with the acquisition of Hickson, the Company acquired certain
environmental exposures and potential liabilities of current and past operation sites which have been accrued for in the accompanying
consolidated financial statements. In connection with the acquisition of KAWP, the Company acquired certain environmental contingencies at
current operating sites. As a result of the KAWP acquisition, the Company’s environmental liabilities increased by approximately $2 million.
In connection with the disposition of the majority of the microelectronic materials business on November 30, 2004, the Company
provided indemnification for potential environmental liabilities. For identified environmental liabilities as of the transaction date, there is no
limit to the liability retained by the Company. The Company estimates such potential liability to be less than $1.0 million. For other pre-closing
environmental liabilities the purchaser will be liable for the first $3.0 million of any such liabilities and the parties will share equally the next
$6.0 million of any such liabilities with the Company’s total exposure thus limited to $3.0 million over a five-year period from the closing date.
In connection with the disposition of the sulfuric acid business on July 2, 2003, the Company provided environmental covenants to the
purchaser in which the Company is solely liable for the costs of any environmental claim for remediation of any hazardous substances that
were generated, managed, treated, stored or disposed of prior to the closing date of the sale. The Company will be released, under the sales
agreement, from its obligation, which cannot exceed $22.5 million, 20 years from the closing date.
As part of the Hickson organics disposition in August 2003, the Company continues to be responsible for known environmental matters
at the Castleford, England site. Such matters have previously been accrued for in its environmental reserve included in the consolidated
financial statements. Additionally, regarding any unknown
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environmental matters that are identified subsequent to the sale, the Company has agreed to share responsibility with the purchaser over a
seven-year period, with the Company’s share decreasing to zero over the seven-year period. The Company’s maximum aggregate liability for
such unknown environmental matters is £5.0 million. However, in September 2005, the purchaser went into liquidation and is highly unlikely to
be able to honor its environmental indemnification commitments to the Company. The Company does not believe there has been any change
in its environmental exposure at the site.
The Company does not anticipate any material exposure related to the environmental indemnifications for the microelectronic materials,
the sulfuric acid and the Hickson organics dispositions. The Company has estimated that the fair value of any such additional exposure would
be immaterial.
Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles
governing probability and the ability to reasonably estimate future costs. Charges to income for investigatory and remedial efforts of $1.7
million, $2.7 million, and $1.2 million were recorded in 2008, 2007 and 2006, and may be material in future years.
Cash outlays for normal plant operations for the disposal of waste and the operation and maintenance of pollution control equipment
and facilities to ensure compliance with mandated and voluntarily imposed environmental quality standards were charged to income. Cash
outlays for remedial activities are charged to reserves. Historically, the Company has funded its environmental capital expenditures through
cash flows from operations and expects to do so in the future.
Cash outlays for environmental related activities for 2008, 2007 and 2006 were as follows:
2008 2007 2006
($ in m illion s)
Environmental Cash Outlays
Capital Projects $ 0.6 $ 0.5 $ 0.5
Plant Operations 7.7 6.8 5.6
Remedial Activities 1.8 2.4 1.9
Total Environmental Cash Outlays $ 10.1 $ 9.7 $ 8.0
The Company’s Consolidated Balance Sheets included liabilities for future environmental expenditures to investigate and remediate
known sites amounting to $7.1 million at December 31, 2008, of which $1.3 million is classified as current liabilities and $6.5 million at
December 31, 2007, of which $1.2 million is classified as current liabilities. The Company’s estimated environmental liability relates to 14 sites,
seven of which are in the United States and none of which is on the U.S. National Priority List. These amounts did not take into account any
discounting of future expenditures, any consideration of insurance recoveries or any advances in technology. These liabilities are reassessed
periodically to determine if environmental circumstances have changed or if the costs of remediation efforts can be better estimated. As a
result of these reassessments, future charges to income may be made for additional liabilities.
Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are
expected to range from $8 million to $12 million over the next several years. While the Company does not anticipate a material increase in the
projected annual level of its environmental-related costs, there is always the possibility that such increases may occur in the future in view of
the uncertainties associated with environmental exposures.
resulting from investigatory studies and remedial activities, advances in technology, changes in environmental laws and regulations and their
application, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of
other potentially
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responsible parties and the Company’s ability to obtain contributions from other parties and the lengthy time periods over which site
remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved
unfavorably against the Company. At December 31, 2008, the Company had estimated additional contingent environmental liabilities of
approximately $8 million.
Legal Matters
There are a variety of non-environmental legal proceedings pending or threatened against the Company.
In May 2005, the DOC assessed antidumping duties ranging from approximately 76% to 286% against Chinese producers of chlorinated
isocyanurates (“isos”). The Company’s primary Chinese supplier of isos was subject to the 76% rate. As a result, upon importing isos from
this supplier, the Company made cash deposits at the rate of 76% of the value of the imported product. At the request of the U.S. isos
producers and the Company’s supplier, the DOC conducted a review of the duty rate for the period of December 16, 2004 to May 31, 2006.
Upon conclusion of its review, the DOC determined that the rate should be reduced to approximately 20%. As a result of the final
determination and the revised rate, the Company recorded a net pre-tax benefit of $12.1 million in the fourth quarter of 2007. The net cash
proceeds related to the ruling are expected to be approximately $11 million. The DOC’s determination was appealed to the CIT which has
delayed the processing of the full refund the Company was expecting to receive. In addition, this appeal may result in a change in the
antidumping duty rate for this review period, although the Company does not expect that the resolution of this matter will have a material
adverse effect on the Company.
At the request of the Company’s supplier, the DOC also initiated an administrative review to determine the final rate for the period of
June 1, 2006 through May 31, 2007, during which time the 76% rate also applied. The DOC has determined that the final rate for the Company’s
supplier for this period should be reduced from 76% to less than 1%. As a result, the Company recorded a net pre-tax benefit of $12.7 million in
the third quarter of 2008 (which included $1.2 million of interest income). An appeal is pending with the CIT contesting the DOC’s
determination. The appeal will likely delay the cash refund of the duty to the Company until the appeal is completed and may change the duty
rate for this review period. The Company does not expect that the resolution of this matter will have a material adverse effect on the Company.
Based upon the final determination for the period of June 1, 2006 through May 31, 2007, the Company has begun paying cash deposits
for future imports at a rate of approximately 1%.
In April 2005 and following a governmental investigation, when the Company indirectly owned a 49% interest in Koppers Arch Wood
Protection (NZ) Limited (“KANZ”), a New Zealand company, KANZ was named as a defendant in a civil suit filed by the New Zealand
Commerce Commission (“NZCC”) regarding competitive practices in the wood preservatives industry. In 2006, the suit was settled with the
NZCC for the payment of NZ $3.7 million ($2.2 million). In a similar investigation, Koppers Arch Wood Protection (Aust) Pty Ltd. (“KAWP”)
was granted immunity for cartel conduct under a leniency program from the Australian Competition and Consumer Commission (“ACCC”) in
2005 subject to certain conditions. In August 2008, the ACCC advised KAWP that its investigation had been completed, that the conditions
had been met, and that the grant of immunity was now unconditional. In January 2007, a competitor company in New Zealand filed a complaint
in the High Court of New Zealand against KANZ, Koppers Arch Investments Pty Limited (“KAIP”), certain officers and employees thereof,
and several other companies and individuals unrelated to the Company. The complaint alleged, among other things, that the plaintiff suffered
damages as a result of the defendants’ violations of New Zealand’s anti-competition laws. During 2008, the parties involved settled the matter
and the case was dismissed. KANZ contributed NZ$0.2 million ($0.2 million) to the settlement, which is net of insurance proceeds and the
indemnification described below. This settlement did not have a material effect on the Company’s cash flow and did not have an effect on its
results of operations.
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On July 5, 2007, KANZ, KAIP and KAWP became the Company’s wholly-owned indirect subsidiaries as a result of the acquisition of the
Company’s joint venture partner’s ownership interests. In connection with that acquisition, our joint venture partner agreed to indemnify the
Company up to $19 million for 51 percent of any losses arising out of the competitor’s claims and any third party claims instituted within the
two years following the closing that are based on substantially the same facts that are the subject of the NZCC and ACCC investigations.
The Company does not expect additional litigation regarding these Australian and New Zealand matters. If any should occur, the
Company does not expect them to have a material adverse effect on the Company’s results of operations and cash flow.
In 2003, the exclusive licensee of a (now expired) French patent relating to certain pool cleaning devices brought a patent infringement
lawsuit in France against a pool cleaning device manufacturer. Arch Water Products France (“AWP”), the Company’s French subsidiary
which sold some of the manufacturer’s devices, was also named a defendant in the lawsuit. In 2005, the French court found that certain
devices sold by AWP and the manufacturer infringed the licensee’s patent and awarded €0.2 million (approximately $0.3 million) as a
preliminary amount of damages against AWP and the manufacturer, jointly and severally, and appointed an expert to investigate and report as
to the extent of the actual damages. AWP paid the €0.2 million (approximately $0.3 million) award plus interest, and was reimbursed by the
manufacturer. During 2008, the finding of infringement was affirmed on appeal. The plaintiff claims its damages to be approximately €7.8 million
(approximately $11.0 million) and AWP asserts that if there were patent infringement, its share of any damages should be less than €1.0 million
(approximately $1.4 million). In December 2008, AWP was advised that the plaintiff and the manufacturer had settled the case, including the
claims asserted therein against AWP, for an undisclosed amount, and with no contribution from AWP. The lawsuit was subsequently
dismissed.
Along with its primary Comprehensive General Liability (“CGL”) insurer, Arch Coatings France S.A. (“ACF”), a subsidiary of the
Company, is a defendant in a lawsuit filed in France by a builder of pleasure boats. The suit alleges that the formulation of certain varnish
coatings previously supplied by ACF for application to interior woodwork on approximately 5,200 boats made by plaintiff was defective in
that, under certain conditions, the varnish will bubble and peel. At the end of 2008, the plaintiff claimed that about 490 boats had manifested
the problem, and that it had expended €3.6 million (approximately $5.1 million) to repair 425 of those boats. In August 2008, ACF was advised
by its primary CGL insurer that it was denying coverage for this loss. The Company has advised the insurer that it disagrees with its position
and is currently evaluating its options. At December 31, 2008, ACF had €0.8 million (approximately $1.1 million) accrued for this matter. An
unfavorable outcome related to this matter could have a material impact on the Company’s results of operations and cash flows.
In Brazil, the Company uses a third-party agent to process and pay certain state import duties. The Company was notified of claims for
unpaid state import duties, including interest and potential penalties. Some of the claims were settled. During the fourth quarter of 2008, the
statute of limitations expired on the remaining claims. The Company reversed all liabilities that were previously recorded related to the claims
and recorded a gain of $1.4 million in Other (gains) and losses in the Company’s 2008 Consolidated Statement of Income.
In December 2007, as a result of an income tax audit of Nordesclor, the Company was notified by the Brazilian tax authorities that the
Company would be assessed R$4.9 million (approximately $2.1 million) for alleged tax deficiencies related to the 2002 tax year. In accordance
with the purchase agreement that was signed in conjunction with the acquisition of Nordesclor, our former joint venture partner is responsible
for approximately 50% of this assessment. The Company believes the deficiency notice is without merit and, in January 2008, the Company
protested the assessment. The Company believes the resolution of this case is not likely to have a material adverse effect on its consolidated
financial condition, cash flow or results of operations.
The Company is being sued by the current owner of a former Hickson site in Italy for environmental contaminants on that site. The
owner is seeking compensation of €2.2 million (approximately $3.1 million) for
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the remediation of the site. The matter is currently within the Italian court system. The Company has worked with the local authorities to
resolve any risk based remediation issues at the site. Remediation actions were completed in 2008, and the Company believes that it has no
further obligation at the site.
There are fewer than ten CCA-related personal injury lawsuits in which the Company and/or one or more of the Company’s subsidiaries
is named a defendant. Individuals in these lawsuits allege injury occurred as a result of exposure to CCA-treated wood. The Company has no
CCA-related purported class action lawsuits pending against it, those lawsuits having been dismissed or otherwise resolved in prior years.
The Company does not believe the resolution of these pending cases is likely to have a material adverse effect on its consolidated financial
condition, cash flow or results of operations.
Business and Credit Concentrations

A significant portion of sales of the Treatment Products segment (approximately 17%) is dependent upon two customers, one of which
accounts for a significant portion of the sales of the HTH water products business and the other of which accounts for a significant portion of
the sales of the personal care and industrial biocides businesses. Sales to these two customers are individually less than 10% of the
Company’s 2008 consolidated sales. However, the loss of either of these customers would have a material adverse effect on the sales and
operating results of the Company, respective segment and businesses if such customer was not replaced.
Sales of the HTH water products business are seasonal in nature as its products are primarily used in the U.S. residential pool market.
Historically, approximately 40% of the sales in the HTH water products business occur in the second quarter of the fiscal year, as retail sales in
the U.S. residential pool market are concentrated between Memorial Day and the Fourth of July. Therefore, interim results for this segment are
not necessarily indicative of the results to be expected for the entire fiscal year. Through the HTH water products acquisitions in Latin
America and South Africa, the Company has mitigated somewhat the seasonality of the business, as the seasons in the southern hemisphere
are opposite those in the North American and European markets.
Liquidity, Investment Activity and Other Financial Data

Cash Flow Data
2008 2007 2006
($ in m illion s)
Provided By (Used For)
Accounts Receivable Securitization Program $ — $ — $ —
Change in Working Capital (60.2) (22.9) (23.3)
Change in Noncurrent Liabilities (10.4) (32.1) 11.5
Net Operating Activities from Continuing Operations 45.4 54.2 76.2
Cash Flows of Discontinued Operations (Operating Activities) — (1.6) 5.4
Capital Expenditures (53.3) (41.6) (26.7)
Businesses Acquired in Purchase Transactions, net of Cash (125.5) (14.3) (2.9)
Proceeds from Sale of a Business, net 3.7 11.6 1.2
Proceeds from Sale of Land and Property 0.7 2.8 2.3
Net Investing Activities (174.4) (42.4) (29.2)
Debt Borrowings (Repayments), net 128.4 (19.4) (9.5)
Net Financing Activities 109.8 (22.4) (19.1)
Operating Activities:
For 2008, $45.4 million was provided by operating activities from continuing operations compared to $54.2 million for 2007. The larger use
of working capital in 2008 was principally due to the seasonal build in working capital for the newly acquired Advantis pool and spa business,
higher incentive compensation payments
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in 2008 earned under the Company’s annual and long-term incentive plans in 2007 and an increase in income tax payments. 2007 includes
approximately $13 million of cash received upon the completion of a contract with the U.S. Government and a $36.4 million voluntary
contribution to the Company’s U.S. pension plan.
For 2007, $54.2 million was provided by operating activities from continuing operations compared to $76.2 million for 2006. The decrease
was principally due to a voluntary contribution to the Company’s U.S. pension plan of $36.4 million, partially offset by the expected proceeds
from the completion of a contract with the U.S. government.
Investing Activities:
Capital Expenditures:
Capital expenditures for 2008 increased $11.7 million principally due to the construction of two new biocides plants in China to meet
growing demand for biocides used in antidandruff products and marine antifouling paints and due to the Company’s expansion of its water
chemicals manufacturing capacity in Brazil and South Africa.
Capital expenditures for 2007 increased $14.9 million principally due to increased spending for the personal care and industrial biocides
business as a result of construction in China, as well as expanding the U.S. manufacturing capacity.
Capital expenditures for 2009 are expected to be in the $35 to $40 million range.
Businesses Acquired in Purchase Transactions, net of cash:

On October 10, 2008, the Company completed the acquisition of the water treatment chemicals business of Advantis, a North American
manufacturer and marketer of branded swimming pool, spa and surface water treatment chemicals. The purchase price was $125.0 million, free
of debt and inclusive of expenses paid, and a final post-closing working capital adjustment of $0.3 million, which was received by the Company
in the first quarter of 2009. The acquisition was financed by borrowings from the Company’s existing credit facility. For additional information
concerning the acquisition see Note 19 of Notes to Consolidated Financial Statements.
Businesses acquired in purchase transaction in 2007 principally relates to the Company’s purchase of the remaining 51 percent share of
its Australian joint venture, KAWP, from its joint venture partner on July 5, 2007. The purchase price was $19.0 million, consisting of a cash
payment of $15.5 million and the assumption of 51 percent of the joint venture net debt of $6.8 million. Additionally, the purchase price
included a working capital adjustment. The purchase price, net of the working capital adjustment, was paid during 2007. The acquisition was
financed from available cash. For additional information concerning the acquisition see Note 19 of Notes to Consolidated Financial Statements.
On December 28, 2005, the Company completed the acquisition of the remaining 50 percent share of its HTH water products joint
venture, Nordesclor. The total purchase price, net of cash received, was $16.8 million, inclusive of expenses paid and a working capital
adjustment, which was paid in 2006. The purchase price was further subject to a contingent payment based on cumulative earnings over the
next year. During 2007, the Company made the first installment of the contingent payment of $0.3 million. During 2008, the Company made the
final installment of the contingent payment of $0.2 million. The acquisition was financed through local borrowings and available cash. For
additional information concerning the acquisition see Note 19 of Notes to Consolidated Financial Statements.
On April 2, 2004, the Company completed the acquisition of Avecia’s pool & spa and protection & hygiene businesses. The total
purchase price, net of cash acquired, was $230.8 million, inclusive of expenses and a final
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working capital payment of $7.4 million. The purchase price was further subject to contingent payments of up to $5.0 million in cash based
upon earnings attributable to North American sales of certain products. Since the acquisition, the Company has paid $4.1 million with a
corresponding increase to goodwill, of which the final $2.1 million was paid in 2006. For additional information concerning the acquisition see
the Company’s Form 10-K for the year ended December 31, 2004 as well as the Form 8-K/A filed by the Company on June 16, 2004.
Proceeds from Sale of a Business, net:

In September 2007, the Company completed the sale of its non-strategic performance urethanes business in Venezuela. During 2008, $3.7
million of the proceeds were received. Total proceeds, net of expenses, from the sale are expected to be $16.7 million, $15.3 million of which had
been received as of December 31, 2008. The balance of $1.9 million is included in Accounts receivable, net ($1.2 million) and Other assets ($0.7
million) in the Consolidated Balance Sheet. The current receivable is expected to be collected as working capital is liquidated and the majority
of the non-current receivable is expected to be collected in 2010.
In November 2006, the Company completed the sale of certain assets in Brazil. Net proceeds were $1.0 million. The Company recorded a
pre-tax gain of $0.4 million.
In November 2006, the Company sold shares of an investment in an industrial coatings business. The Company received net proceeds of
$0.7 million and recorded a pre-tax gain of $1.2 million.
Cash proceeds from the sale of a business, net in 2006 include certain expenses related to the sale of the microelectronic materials
business to Fuji Photo Film Co., Ltd., which occurred in November 2004.
Proceeds from Sale of Land and Property:

Proceeds from sale of land and property in 2008 represents land sold in conjunction with the Company’s decision to discontinue the
manufacturing of its BIT molecule.
Cash proceeds in 2007 and 2006 includes repayment of outstanding notes from the sale of land on September 30, 2003. In 2007, the
outstanding note ($2.8 million) was repaid. In 2006, a portion of the outstanding note ($1.2 million) was repaid.
In December 2006, the Company sold excess land for $1.1 million and recorded a pre-tax gain of $0.8 million.
Other Net Investing Activities:

In February 2004, the Company funded rabbi trusts relating to three compensation deferral plans. During 2007 and 2006, our trusts have
been funded with cash and purchased marketable securities of $2.1 million and $3.7 million, respectively, which are included in investing
activities.
Financing Activities:
In 2008, the Company used its senior revolving credit facility to finance the acquisition of Advantis Technologies, which was purchased
for approximately $125 million.
In March 2007, the Series A notes of $149.0 million came due. The Company used its senior revolving credit facility to pay off the Series
A notes at their maturity. Net debt repayments and dividends paid to shareholders, $19.6 million, more than offset the proceeds from exercised
stock options.
Cash used by financing activities in 2006 was principally due to dividends paid to shareholders of $19.3 million. Net repayments of debt
were mostly offset by proceeds from stock options exercised.
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Liquidity
On June 15, 2006, the Company entered into an unsecured $350.0 million senior revolving credit facility, which expires in June 2011. The
Company’s credit facility contains quarterly leverage and interest coverage covenants. Leverage (debt/EBITDA) cannot exceed 3.5 and
interest coverage (EBITDA/total interest expense) cannot be less than 3.0. Additionally, the credit facility restricts the payment of dividends
and repurchase of stock to $65.0 million plus 50% of cumulative net income (loss) subject to certain limitations beginning June 15, 2006. This
limitation was $81.0 million at December 31, 2008. The facility fees can range from 0.1% to 0.225% depending on the Company’s quarterly
leverage ratios. The Company may select various floating rate borrowing options, including, but not limited to, LIBOR plus a spread that can
range from 0.4% to 0.9% depending on the Company’s quarterly leverage ratios. At December 31, 2008, the Company had $97.5 million of
available borrowings under the credit facility.
In 2005 the Company entered into an accounts receivable securitization program with Three Pillars Funding LLC (“Three Pillars”), an
affiliate of SunTrust Bank, and SunTrust Capital Markets, Inc. In June 2008, the securitization program was extended through July 2011. The
program diversifies the Company’s sources of liquidity. Under this program, the Company sells undivided participation interests in certain
domestic trade accounts receivable, without recourse, through its wholly-owned subsidiary, Arch Chemicals Receivables Corporation
(“ACRC”), a special-purpose entity which is consolidated for financial reporting purposes. At December 31, 2008 and 2007, respectively, the
Company, through ACRC, had not sold any participation interests in its accounts receivable under this program. During the year, these sales
have been reflected as a reduction of receivables in the consolidated balance sheet. The amount of participation interests sold under this
arrangement is subject to change based on the level of eligible receivables. The accounts receivable sold are reflected as a sale of accounts
receivable in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities.” The costs of the program of $1.3 million, $2.0 million and $1.7 million for the years ended
December 31, 2008, 2007 and 2006, respectively, are included in selling and administration expenses in the accompanying Consolidated
Statement of Income. The costs of the accounts receivable securitization program are a percentage of the fair market value of the participation
interests sold. The percentage (3.4% and 5.7% in 2008 and 2007, respectively) is based on the cost of commercial paper issued by Three Pillars
plus a margin. During June 2008, in conjunction with the extension of the securitization program, the margin was changed to approximately
0.8%. Prior to the extension of the program, the margin was approximately 0.4%. See Note 2 of Notes to Consolidated Financial Statements. In
connection with the Company’s accounts receivable securitization program, SunTrust has entered into a Liquidity Agreement with Three
Pillars to support its purchases of the Company’s accounts receivable. This commitment expires July 9, 2009 and if it were not extended the
Company may not be able to obtain funding using its accounts receivable securitization program.
In March 2002, the Company issued $211.0 million of unsecured senior notes to certain institutional investors in two series. The Series A
notes of $149.0 million came due in March 2007 and the Series B notes of $62.0 million are due in March 2009. The Company used the credit
facility to pay off the Series A notes in March 2007. The Company’s Series B senior notes, which bear a fixed interest rate of 8.24%, contain a
quarterly leverage ratio covenant of 3.5, a fixed charge coverage ratio covenant not to be less than 2.25 and a debt to total capitalization ratio
covenant of 55%. In addition, the notes contain a covenant that restricts the payment of dividends and repurchases of stock to $65.0 million
less cumulative dividends and repurchases of stock plus 50% of cumulative net income (loss) subject to certain adjustments beginning
January 1, 2002. This limitation was $55.1 million at December 31, 2008. The Company expects to pay off the Series B notes of $62.0 million with
excess cash on hand and / or utilizing the credit facility. On February 13, 2009, the Company obtained additional financing to reduce
borrowings under the credit facility which was paid down in advance of the maturing senior notes. See Note 11 of Notes to Consolidated
Financial Statements for additional information.
Other borrowings at December 31, 2008 included $18.5 million of borrowings under international credit facilities. Such credit facilities
have interest rates ranging from 2% to 15%.
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At December 31, 2008, the Company had $32.7 million of outstanding letters of credit and $1.7 million of outstanding letters of guarantee.
The recent turmoil in the financial markets has resulted in a contraction in the availability of credit in the marketplace. This could
potentially reduce the sources of liquidity for the Company. Nonetheless, the Company believes that the credit facility, new term loan,
accounts receivable securitization program and cash provided by operations are adequate to satisfy its liquidity needs for the near future,
including financing capital expenditures. However, if Company earnings or cash flows were to fall significantly below current expectations, a
risk exists that the Company would not have enough liquidity to meet its operating needs as well as not being able to meet its quarterly
leverage, interest coverage, fixed charge coverage or debt to total capitalization ratio covenants, which could trigger a default condition under
its debt agreements.
In conjunction with the strategic review of the Company’s U.S. benefit plans and a final assessment of its funding options under the new
U.S. pension legislation, in 2007 the Company concluded that it would accelerate the funding of its U.S. pension plan to meet the legislated full
funding phase-in thresholds for 2008 and beyond. During 2007 and 2008, the Company made pension contributions of $43.5 million, which
included a voluntary contribution of $36.4 million, and $3.0 million to its U.S. pension plan, respectively. In light of the dramatic decline in the
U.S. qualified plan’s assets in 2008 and based upon current legislation, the Company no longer expects to meet the full funding phase-in
threshold for 2009. The Company will evaluate its funding options during the year. The final determination will not be made until September
2009 and will take into consideration a number of factors including changes in legislation and the macro-economic environment. The Company
is not required to make any contributions in 2009, but the range of contributions that the Company may consider will range from zero to an
estimate of approximately $50 million.
The minimum funding requirements for the Company’s U.K. pension plans are currently expected to be approximately $15 million to $20
million per year.
Contractual Obligations
The following table details the Company’s contractual obligations as of December 31, 2008:
Paym e n ts Due by Pe riod

Le ss th an 1 1 to 3 3 to 5 More than 5
Total Ye ar Ye ars Ye ars Ye ars All O the r
($ in m illion s)
Debt and capital lease obligations (1) $333.0 $ 18.5 $314.5 $— $ — $ —
Operating lease commitments 50.4 12.2 18.1 11.4 8.7 —
Other contractual purchase obligations 42.0 37.1 4.7 0.2 — —
Uncertain tax positions (FASB Interpretation No. 48) 12.6 — — — — 12.6
Other long-term liabilities 7.3 — 1.7 0.8 4.8 —
Total $445.3 $ 67.8 $339.0 $ 12.4 $ 13.5 $ 12.6
(1) Excluded from the debt and capital lease obligations are the related interest payments, which are estimated to be $11.5 million in 2009,
$8.9 million in 2010, and $4.5 million in 2011. The interest payments have been calculated using the variable interest rates in effect as of
December 31, 2008 as well as the rate for the new term loan.
The amounts above exclude the Company’s minimum pension funding requirements as set forth by ERISA. The Company’s minimum
funding requirements are dependent on several factors, including the discount rate and investment returns, and any changes in legislation. At
the current time it is not possible to reasonably predict future contributions by year. Based upon the assumption that interest rates will remain
at or near the levels at December 31, 2008, that the annual rate of return on assets will be 8.50%, that mortality rates will remain consistent with
December 31, 2008 assumptions, and there are no changes in existing legislation, it would be
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reasonable to assume that U.S. contributions over the next seven years will total to an amount approximately equal to the current funding
deficit (approximately $115 million) plus an annual amount equal to the current service cost (approximately $8 million in 2008) over the period.
The Company also has payments due under other postretirement benefit plans. These plans are pay as you go, and therefore not required to
be funded in advance. The Company has minimum funding requirements for its U.K. pension plans, which are expected to be approximately
$15 million to $20 million per year.
Other Financial Data

On October 28, 1999, Arch’s Board of Directors approved a stock repurchase program whereby the Company was authorized to buy back
up to 1.2 million shares of its common stock, representing approximately 5% of outstanding shares. The program was suspended in 2000. In
October 2003, the Board of Directors unanimously agreed to continue the previous suspension of its stock repurchase program. The Company
had repurchased approximately 893,000 shares of the 1.2 million authorized, or approximately 75%, at a cost of approximately $16 million. In
connection with the acquisition of the Avecia pool & spa and protection & hygiene businesses, the Company reissued 744,538 shares with a
value of $17.4 million.
On January 28, 2009, the Company declared a quarterly dividend of $0.20 on each share of the Company’s common stock. The dividend
is payable on March 13, 2009 to shareholders of record at the close of business on February 13, 2009.
Critical Accounting Policies

The Company’s consolidated financial statements are based on the accounting policies used. Certain accounting policies require that
estimates and assumptions be made by management for use in the preparation of the financial statements. Critical accounting policies are
those that are central to the presentation of the Company’s financial condition and results and that require subjective or complex estimates by
management. These include the following:
Goodwill and Other Intangible Assets

The Company evaluates goodwill and identified intangible assets on a business-by-business basis (“reporting unit”) for impairment. The
Company evaluates each reporting unit for impairment based upon a two-step approach. First, the Company compares the fair value of the
reporting unit with its carrying value. Second, if the carrying value of the reporting unit exceeds its fair value, the Company compares the
implied fair value of the reporting unit’s goodwill to its carrying amount to measure the amount of impairment loss. In measuring the implied
fair value of goodwill, the Company would allocate the fair value of the reporting unit to each of its assets and liabilities (including any
unrecognized intangible assets). Any excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the
implied fair value of goodwill.
The Company measures the fair value of a reporting unit as the estimated discounted future cash flows, including a terminal value, which
assumes the business continues in perpetuity. The long-term terminal growth assumptions reflect our current long-term view of the
marketplace. The discount rate is based upon our weighted average cost of capital of each reporting unit. Each year the Company re-evaluates
the assumptions in the discounted cash flow model to address changes in the business and marketplace conditions.
Based upon the annual impairment analysis, which was completed in the first quarter of 2008, the estimated fair value of the reporting
units exceeded their carrying value and as a result, the Company did not need to proceed to the second step of the impairment test.
Historically low levels of housing activity, consumer confidence and disposable income have led to a significant decline in worldwide
consumer demand. This economic slowdown intensified throughout 2008 as weakness spread to the broader worldwide economy, negatively
impacting many of our customers in the industrial coatings business and our expectations of a recovery in these markets. As a result of an
update to the Company’s financial forecast, due to the
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aforementioned items and in connection with the year-end review of our accounts, the Company conducted an interim SFAS 142 impairment
review which indicated that there was an impairment on the goodwill of the industrial coatings business. Based upon an analysis of fair value,
the Company recorded a non-cash goodwill impairment change of $24.6 million, which eliminated the remaining carrying amount of goodwill
related to the industrial coatings business. The fair value of the coatings business was determined using a combination of valuation
methodologies, including a discounted cash flow model.
Considerable management judgment is necessary to estimate discounted future cash flows in conducting an impairment test for goodwill
and other intangible assets, which may be impacted by future actions taken by the Company and its competitors and the volatility in the
markets in which the Company conducts business. A change in assumptions in the Company’s cash flows could have a significant impact on
the fair value of the Company’s reporting units, which could then result in a material impairment charge to the Company’s results of
operations. See Note 8 of Notes to Consolidated Financial Statements for additional information.
Income Taxes
The Company’s effective tax rate is based on pre-tax income, statutory tax rates and tax planning strategies. Significant management
judgment is required in determining the effective tax rate and in evaluating the Company’s tax position.
The Company’s accompanying Consolidated Balance Sheets include certain deferred tax assets resulting from net operating loss
carryforwards and deductible temporary differences, which are expected to reduce future taxable income. These assets are based on
management’s estimate of realizability based upon forecasted taxable income. Realizability of these assets is reassessed at the end of each
reporting period based upon the Company’s forecast of future taxable income and available tax planning strategies, and may result in the
recording of a valuation reserve. Failure to achieve forecasted taxable income could affect the ultimate realization of certain deferred tax assets.
For additional information, see Note 14 of Notes to Consolidated Financial Statements.
Pension and Postretirement Benefits

The Company’s accompanying Consolidated Balance Sheets include significant pension and postretirement benefit obligations. The
determination of defined benefit pension and postretirement plan obligations and their associated expenses requires the use of actuarial
valuations to estimate the benefits the employees earn while working, as well as the present value of those benefits. Inherent in these
valuations are financial assumptions including expected returns on plan assets, discount rates at which liabilities could be settled, rates of
increase of health care costs, rates of future compensation increases as well as employee demographic assumptions such as retirement
patterns, mortality and turnover. The Company reviews the assumptions annually with its actuarial advisors. The actuarial assumptions used
may differ materially from actual results due to changing market and economic conditions, higher or lower turnover rates or longer or shorter
life spans of participants. The following is a discussion of the most significant estimates and assumptions used in connection with the
Company’s U.S. and the Hickson U.K. employee benefit plans. The pension expense for other defined benefit plans for the Company’s other
foreign subsidiaries was not significant, and accordingly assumptions and sensitivity analyses regarding these plans are not included in the
discussion below.
Key Assumptions
The assets, liabilities and assumptions used to measure expense for any fiscal year are determined as of January 1 of the current plan
year. Accumulated and projected benefit obligations represent the present value of future cash payments.
The expected return on plan assets reflects the average rate of earnings expected on the funds invested to provide for the benefits
included in the benefit obligations. The assumption reflects long-term expectations for future rates of return for the investment portfolio over
the life of the benefit obligations, with consideration given to the distribution of investments by asset class and historical rates of return for
each individual asset class. The
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Company’s expected long-term rate of return on assets assumption for the Hickson U.K. pension plans includes a 0.25% reduction to allow for
administration expenses.
The discount rate reflects the yields available on high-quality fixed income instruments. The discount rate for the U.S. plans is based on
the review of the following: Moody’s Aa Corporate Bond Index, a pension liability index and a yield curve constructed from a large population
of high quality non-callable corporate bonds, modeled to match the expected timing of the benefit payments over the life of the benefit
obligation. The discount rate for the Hickson U.K. plans is based upon a review of corporate bond yields.
Sensitivity Analysis
The sensitivity of changes in key assumptions for our principal pension and postretirement plans’ expense are as follows:
• Discount rate—A 25-basis point change in the discount rate would increase or decrease the expense of the Company’s U.S. and
Hickson U.K. pension benefit plans by approximately $1 million and approximately $0.4 million, respectively. In addition, a similar
change in the discount rate would increase or decrease the projected benefit obligation by approximately $8 million for the
Company’s U.S. plans and approximately $10 million for the Hickson U.K. plans.
• Expected return on plan assets—A 25-basis point change in the expected return on plan assets would increase or decrease the
expense for the Company’s U.S. and Hickson U.K. pension benefit plans by approximately $0.6 million and $0.7 million,
respectively. This change would have no impact on the projected benefit obligation for either plan.
• Mortality assumptions—A change in mortality tables for the Company’s U.S. plans that increases or decreases age-65 life
expectancy by one year would increase or decrease the pension expense by approximately $2 million and increase or decrease the
projected benefit obligation by approximately $8 million. A 10 percent change in the mortality rates for the Hickson U.K. plans
would increase or decrease the pension expense and projected benefit obligation by approximately $1 million and $6 million,
respectively.
For further information about our pension and postretirement plans see Note 15 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets

The impairment of tangible and intangible assets is assessed when changes in circumstances (such as, but not limited to, a decrease in
market value of an asset, current and historical operating losses or a change in business strategy) indicate that their carrying value may not be
recoverable. This assessment is based on estimates of future cash flows, salvage values or net sales proceeds. These estimates take into
account management’s expectations and judgments regarding future business and economic conditions, future market values and disposal
costs. Actual results and events could differ significantly from management estimates.
Environmental Liabilities
Liabilities for environmental matters are accrued for when it is probable that a liability has been incurred and the amount of the liability
can be reasonably estimated, based upon current law and existing technologies. These estimates take into account current law, existing
technologies and management’s judgment about future changes in regulation.
Each quarter the Company formally evaluates known and potential sites, and when there are changes in circumstances. The Company
reviews estimates for future remediation, and maintenance and management costs directly related to remediation, to determine appropriate
environmental reserve amounts. For each site, a determination is made of the specific measures that are believed to be required to remediate
the site, the estimated total cost to carry out the remediation plan, the portion of the total remediation costs to be borne by the Company and
the anticipated time frame over which payments toward the remediation plan will occur. The
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Company’s estimate of environmental remediation liabilities may change in the future should additional sites be identified, further remediation
measures be required or undertaken or current laws and regulations be changed. For additional information, see the Environmental discussion
in Note 20 of Notes to Consolidated Financial Statements.
Legal Contingencies
The Company is subject to proceedings, lawsuits and other claims in the normal course of business. Each quarter, the Company formally
evaluates its current proceedings, lawsuits and other claims with counsel and when there are changes in circumstances. These contingencies
require management judgment in order to assess the likelihood of any adverse judgments or outcomes and the potential range of probable
losses. Liabilities for legal matters are accrued for when it is probable that a liability has been incurred and the amount of the liability can be
reasonably estimated, based upon current law and existing information. The Company assesses its legal liabilities separately from any
potential insurance recovery or indemnification. As such, we record legal liabilities on a gross basis, unless a right of set-off exits. Any benefit
from the insurance recoveries or that result from an indemnification by another party are recorded when the Company is reasonably certain the
other party will fulfill its obligation. The Company’s insurance coverage provides coverage on a reimbursement basis; therefore, there may be
a lag between any payment ultimately paid by the Company and reimbursement of such payment from the Company’s insurers. Estimates of
contingencies may change in the future due to new developments or changes in legal approach. For additional information, see Note 20 of
Notes to Consolidated Financial Statements.
Incentive Compensation
The Company maintains a long-term employee incentive compensation plan that is intended to reward eligible employees for their
contributions to the Company’s long-term success. Provisions for employee incentive compensation are included in Accrued Liabilities and
Other Liabilities on the Company’s Consolidated Balance Sheets. The Company’s financial target for the long-term incentive plan is return on
equity to be achieved in three years, which can be accelerated and earned in two years. The financial targets are set annually by the
Compensation Committee of the Board of Directors. If the financial targets are not going to be achieved at the end of year three, one-half of the
award is forfeited and the remaining award is earned over the remaining three year period. Therefore, changes in the Company’s estimated
financial performance could have a significant impact on the amount of compensation expense recorded by the Company in any given period.
Since certain awards in the Company’s long-term incentive plan are paid out in cash based upon market price of the Company’s common
stock, the amount of incentive compensation expense will vary based upon the market price of the Company’s stock at the end of each
reporting period. In the fourth quarter of 2008, the Company entered into equity total return swap agreements in order to minimize earnings
volatility related to fluctuations in the Company’s stock price. See Note 13 to the Consolidated Financial Statements for further detail.
For additional information about significant accounting policies, see Note 1 of Notes to Consolidated Financial Statements.
New Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”
(“SFAS 157”), which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS 157 was
effective for the Company on January 1, 2008, with the exception that the applicability of SFAS 157’s fair value measurement requirements to
nonfinancial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on a recurring basis has been
delayed by the FASB for one year. The adoption of the pronouncement on January 1, 2008 did not have a material impact on the Company’s
consolidated financial statements. The Company does not believe that the adoption of the SFAS 157 requirements which were effective for the
Company on January 1, 2009 will have a material impact on the Company’s results of operations and financial position. See Note 23 of Notes to
Consolidated Financial Statements for further detail.
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In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS
141(R)”) and Statement of Financial Accounting Standards No. 160 “Noncontrolling Interest in Consolidated Financial Statements—an
amendment to ARB No. 51.” (“SFAS 160”). SFAS 141(R) and SFAS 160 require most identifiable assets, liabilities, noncontrolling interests, and
goodwill acquired in a business combination to be recorded at “full fair value” and require noncontrolling interest (previously referred to as
minority interest) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest
holders. Both statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS 141 (R) will
be applied to business combinations occurring after the effective date. SFAS 160 will be applied prospectively to all noncontrolling interest,
including any that arose before the effective date. The Company does not believe that the adoption of SFAS 141(R) and SFAS 160 will have a
material impact on its results of operations and financial position.
In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 applies to entities with outstanding unvested share-
based payment awards that contain rights to nonforfeitable dividends. Furthermore, awards with dividends that do not need to be returned to
the entity if the employee forfeits the award are considered participating securities. Accordingly, under FSP EITF 03-6-1 unvested share-based
payment awards that are considered to be participating securities should be included in the computation of EPS pursuant to the two-class
method under SFAS 128. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those years. Early application is not permitted. The Company is currently evaluating the impact of the adoption of the
pronouncement, if any.
Derivative Financial Instruments

In accordance with Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging
Activities” (“SFAS 133”), as amended by SFAS No. 137 and SFAS No. 138 as of January 1, 2001, derivative instruments are recognized as
assets or liabilities in the Company’s Consolidated Balance Sheets and are measured at fair value. The change in the fair value of a derivative
designated as a fair value hedge and the change in the fair value of the hedged item attributable to the hedged risk are recognized in earnings.
For derivatives which qualify for designation as cash flow hedges, the effective portion of the changes in fair value is recognized as part of
other comprehensive income until the underlying transaction that is being hedged is recognized in earnings. The ineffective portion of the
change in fair value of cash flow hedges is recognized in earnings currently. Changes in fair value for other derivatives, which do not qualify
as a hedge for accounting purposes, are recognized in current period earnings.
The Company enters into forward sales and purchase contracts and currency options to manage currency risk resulting from purchase
and sale commitments denominated in foreign currencies (principally British pound, euro, Australian dollar, New Zealand dollar, Canadian
dollar and Japanese yen) and relating to particular anticipated but not yet committed purchases and sales expected to be denominated in those
currencies. Most of the Company’s currency derivatives expire within one year. At December 31, 2008, the Company had forward contracts to
sell foreign currencies with U.S. dollar equivalent value of $22.2 million and forward contracts to buy foreign currencies with U.S. dollar
equivalent value of $7.3 million. At December 31, 2007, the Company had no outstanding forward contracts. At December 31, 2008 and 2007 the
Company had no outstanding option contracts to sell or buy foreign currencies.
The Company is exposed to stock price risk related to its deferred compensation and long-term incentive plans (“plans”) as, for some of
the awards, the underlying liabilities are tied to the Company’s stock price. As the Company’s stock price changes such liabilities are adjusted
and the impact is recorded in the Company’s Consolidated Statement of Income. In the fourth quarter of 2008, the Company entered into
equity total return swap agreements with a total notional value of 400,000 shares in order to minimize earnings volatility related to the plans.
The Company did not designate the swaps as hedges in accordance with SFAS 133. Rather, the
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Company marks the swaps to market and records the impact in Selling and Administration expenses in the Company’s Consolidated Statement
of Income. The adjustments to the values of the swaps offset the adjustments to the carrying values of the Company’s deferred compensation
and long-term incentive plan liabilities, which are also recorded in Selling and Administration expenses in the Company’s Consolidated
Statement of Income.
The Company is exposed to interest rate risk on its outstanding borrowings that are subject to floating rates. In April 2008, the Company
entered into interest rate swap agreements with a notional value of $20 million. The swaps effectively convert the LIBOR based variable rate
interest on $20.0 million of debt outstanding under the credit facility to a fixed rate of 2.72%. Additionally, in October 2008, the Company
entered into an interest rate swap agreement with a notional value of $30 million. The swap effectively converts the LIBOR based variable rate
interest on an additional $30.0 million of debt outstanding under the credit facility to a fixed rate of 3.18%. In accordance with SFAS 133, the
Company has designated the swap agreements as a cash flow hedge of the risk of variability in future interest payments attributable to
changes in the LIBOR rate.
Cautionary Statement under Federal Securities Laws

Except for historical information contained herein, the information set forth in this Form 10-K contains forward-looking statements that
are based on management’s beliefs, certain assumptions made by management and management’s current expectations, outlook, estimates and
projections about the markets and economy in which the Company and its various businesses operate. Words such as “anticipates,”
“believes,” “estimates,” “expects,” “forecasts,” “intends,” “opines,” “plans,” “predicts,” “projects,” “should,” “targets” and variations of
such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions (“Future Factors”), which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. The Company undertakes
no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Future
Factors which could cause actual results to differ materially from those discussed include but are not limited to: general economic and
business and market conditions; continued weakening in U.S., European and Asian economies; increases in interest rates; changes in foreign
currencies against the U.S. dollar; customer acceptance of new products; efficacy of new technology; changes in U.S. or foreign laws and
regulations; increased competitive and/or customer pressure; loss of key customers; the Company’s ability to maintain chemical price
increases; higher-than-expected raw material and energy costs and availability for certain chemical product lines; a change in the antidumping
duties on certain products; price increases due to changes in Chinese taxes related to exports from China; increased foreign competition in the
calcium hypochlorite markets; inability to obtain transportation for our chemicals; unfavorable court decisions, including unfavorable
decisions in appeals of antidumping rulings, arbitration or jury decisions or tax matters; the supply/demand balance for the Company’s
products, including the impact of excess industry capacity; failure to achieve targeted cost-reduction programs; capital expenditures in excess
of those scheduled, such as the China plant; environmental costs in excess of those projected; the occurrence of unexpected manufacturing
interruptions/outages at customer or Company plants; a decision by the Company not to start up the hydrates manufacturing facility;
unfavorable weather conditions for swimming pool use; inability to expand sales in the professional pool dealer market; the impact of global
weather changes; changes in the Company’s stock price; ability to obtain financing at attractive rates; financial market disruptions that impact
our customers or suppliers; and gains or losses on derivative instruments.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to various market risks, including changes in foreign currency exchange rates, interest rates and commodity
prices. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes in the normal course of
business.
Interest Rates
The Company is exposed to interest rate risk on approximately 85 percent of its outstanding borrowings that are subject to floating rates.
Based on the Company’s expected 2009 borrowing levels, an increase in interest rates of 100 basis points would decrease the Company’s
annual results of operations and annual cash flows by approximately $1.6 million.
See Note 13 to the Consolidated Financial Statements for detail of the Company’s interest rate swap agreements.
Foreign Currency Risk

Approximately 40 percent of the Company’s sales and expenses are denominated in currencies other than the U.S. dollar. As a result, the
Company is subject to risks associated with its foreign operations, including currency devaluations and fluctuations in currency exchange
rates. These exposures from foreign exchange fluctuations can affect the Company’s equity investments and its respective share of earnings
(losses), the Company’s net investment in foreign subsidiaries, translation of the Company’s foreign operations for U.S. GAAP reporting
purposes and purchase and sales commitments denominated in foreign currencies. The Company enters into forward sales and purchase
contracts and currency options to manage currency risk from actual and anticipated purchase and sales commitments denominated or expected
to be denominated in a foreign currency (principally British pound, euro, Australian dollar, New Zealand dollar, Canadian dollar and Japanese
yen). It is the Company’s policy to hedge up to 80% of these transactions during a calendar year. The counterparties to the options and
contracts are major financial institutions.
Holding other variables constant, if there were a 10 percent change in foreign currency exchange rates, the net effect on the Company’s
annual cash flows would be an increase (decrease) of between $2 million to $3 million related to the unhedged portion. Any increase (decrease)
in cash flows resulting from the Company’s hedge forward contracts would be offset by an equal (decrease) increase in cash flows on the
underlying transaction being hedged. The application of SFAS 133 may cause increased volatility in the Company’s results of operations in
the future if the Company changes its policies, or if some of the derivative instruments do not meet the requirements for hedge accounting.
See Note 13 to the Consolidated Financial Statements for detail of the Company’s foreign currency forward contracts.
Commodity Price Risk

The Company is exposed to commodity price risk related to the price volatility of natural gas utilized at certain manufacturing sites.
Depending on market conditions, the Company may purchase derivative commodity instruments to minimize the risk of price fluctuations. It is
the Company’s policy to hedge up to 80 percent of its natural gas and copper purchases during a calendar year. In general, the Company’s
guideline is to hedge a minimum of approximately 50 percent of the company’s rolling twelve-month copper requirements. At December 31,
2008, the Company had purchase commitments but had no forward contracts to purchase natural gas and copper. In addition, the Company is
exposed to price risk related to the price volatility of certain other raw materials including the ongoing purchase of propylene, scrap copper
metal, chromic acid, monoethanolamine (“MEA”) and resins. Holding other variables constant, a 10 percent adverse change in the price of
either chromic acid or resins would decrease the Company’s annual results of operations and annual cash flows between $2 million and
$3 million. Holding other variables constant, a 10 percent adverse change in the price of either propylene, copper, or natural gas would
decrease the Company’s annual results of operations and annual cash flows between $1 million to $2 million.
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Stock Price Risk

The Company is exposed to stock price risk related to its deferred compensation and long-term incentive plans as a portion of the
underlying liabilities are tied to the Company’s stock price. In the fourth quarter of 2008, the Company entered into equity total return swap
agreements in order to minimize earnings volatility related to fluctuations in the Company’s stock price. See Note 13 to the Consolidated
Financial Statements for further detail.
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders

Arch Chemicals, Inc.:
We have audited the accompanying consolidated balance sheets of Arch Chemicals, Inc. and subsidiaries (the “Company”) as of
December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash
flows for each of the years in the three-year period ended December 31, 2008. We also have audited the Company’s internal control over
financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these
consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying Management Report. Our responsibility is to express an opinion on
these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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As discussed in Note 1 to the consolidated financial statements, in 2007 the Company adopted Financial Accounting Standards Board
Interpretation No. 48, Accounting for Uncertainty in Income Taxes. In 2006, the Company adopted Statement of Financial Accounting
Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.
/s/ KPMG LLP
Stamford, Connecticut
February 20, 2009
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ARCH CHEMICALS, INC. and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
De ce m be r 31,
2008 2007
(in m illion s, e xce pt
pe r sh are am ou n ts)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 50.8 $ 73.7
Accounts Receivables, net 184.2 176.7
Short-Term Investment 56.0 64.1
Inventories, net 216.1 207.1
Other Current Assets 19.6 31.6
Total Current Assets 526.7 553.2
Investments and Advances—Affiliated Companies at Equity 1.5 1.9
Property, Plant and Equipment, net 212.2 201.4
Goodwill 199.6 206.8
Other Intangibles 183.0 149.6
Other Assets 109.4 75.3
Total Assets $1,232.4 $1,188.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-Term Borrowings $ 18.5 $ 29.1
Current Portion of Long-Term Debt — 0.3
Accounts Payable 180.1 193.5
Accrued Liabilities 75.9 108.0
Total Current Liabilities 274.5 330.9
Long-Term Debt 314.5 178.8
Other Liabilities 281.5 204.1
Total Liabilities 870.5 713.8
Commitments and Contingencies
Shareholders’ Equity:
Common Stock, par value $1 per share, Authorized 100.0 shares:
24.8 shares issued and outstanding (24.7 in 2007) 24.8 24.7
Additional Paid-in Capital 457.2 451.6
Retained Earnings 64.1 47.0
Accumulated Other Comprehensive Loss (184.2) (48.9)
Total Shareholders’ Equity 361.9 474.4
Total Liabilities and Shareholders’ Equity $1,232.4 $1,188.2
See accompanying notes to the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
2008 2007 2006
(in m illion s, e xce pt
pe r sh are am ou n ts)
Sales $1,492.1 $1,487.6 $1,402.9
Cost of Goods Sold 1,063.3 1,055.7 1,029.3
Selling and Administration 295.5 309.7 282.1
Research and Development 21.8 20.1 18.2
Restructuring Expense 1.3 8.1 —
Interest Expense 14.2 17.1 21.7
Interest Income 3.5 3.8 1.4
Income From Continuing Operations Before Taxes and Equity in Earnings of Affiliated
Companies 75.5 85.6 31.9
Equity in Earnings of Affiliated Companies 0.4 0.5 0.8
Income Tax Expense 38.9 36.8 18.6
Income From Continuing Operations 37.0 49.3 14.1
Income from Discontinued Operations (net of tax expense of $0.4 million and $0.4 million, respectively) — 0.9 0.1
Loss on Sale of Discontinued Operations (net of tax expense of $0.3 million) — (14.9) —
Net Income $ 37.0 $ 35.3 $ 14.2
Net Income (Loss) Per Common Share—Basic:
Continuing Operations $ 1.49 $ 2.01 $ 0.59
Income From Discontinued Operations — 0.04 —
Loss on Sale of Discontinued Operations — (0.61) —
Basic Net Income Per Common Share $ 1.49 $ 1.44 $ 0.59
Net Income (Loss) Per Common Share—Diluted:
Continuing Operations $ 1.49 $ 2.00 $ 0.58
Income From Discontinued Operations — 0.03 —
Loss on Sale of Discontinued Operations — (0.60) —
Diluted Net Income Per Common Share $ 1.49 $ 1.43 $ 0.58
Weighted Average Common Stock Outstanding—Basic 24.8 24.5 24.0
Weighted Average Common Stock Outstanding—Diluted 24.9 24.7 24.3
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CONSOLIDATED STATEMENTS OF CASH FLOWS
2008 2007 2006
($ in m illion s)
Operating Activities:
Net Income $ 37.0 $ 35.3 $ 14.2
Adjustments to Reconcile Net Income to Net Cash and Cash Equivalents Provided by (Used in)
Operating Activities, Net of Businesses Acquired:
Income from Discontinued Operations — (0.9) (0.1)
Loss on Sale of Discontinued Operations — 14.9 —
Equity in Earnings of Affiliates (0.4) (0.5) (0.8)
Depreciation and Amortization 45.5 45.0 44.3
Deferred Taxes 18.2 8.0 9.7
Restructuring Expense 1.3 8.1 —
Restructuring Payments (2.1) (6.7) (0.3)
Change in Assets and Liabilities, Net of Purchases and Sales of Businesses:
Accounts Receivable Securitization Program — — —
Receivables (12.4) (5.9) (12.8)
Inventories (17.9) (17.1) (5.1)
Other Current Assets 1.3 (4.6) 1.0
Accounts Payable and Accrued Liabilities (31.2) 4.7 (6.4)
Noncurrent Liabilities (10.4) (32.1) 11.5
Other Operating Activities (7.5) 10.9 (0.1)
Net Operating Activities from Continuing Operations 45.4 54.2 76.2
Cash Flow of Discontinued Operations — (1.6) 5.4
Net Operating Activities 45.4 52.6 81.6
Investing Activities:
Capital Expenditures (53.3) (41.6) (26.7)
Businesses Acquired in Purchase Transactions, Net of Cash Acquired (125.5) (14.3) (2.9)
Proceeds from Sale of a Business, net 3.7 11.6 1.2
Proceeds from Sale of Land and Property 0.7 2.8 2.3
Cash Flow of Discontinued Operations — — —
Other Investing Activities — (0.9) (3.1)
Net Investing Activities (174.4) (42.4) (29.2)
Financing Activities:
Long-Term Debt Borrowings 150.0 150.0 40.0
Long-Term Debt Repayments (14.6) (184.8) (49.6)
Short-Term (Repayments) Borrowings, net (7.0) 15.4 0.1
Dividends Paid (19.9) (19.6) (19.3)
Cash Flow of Discontinued Operations — (0.8) (2.2)
Other Financing Activities 1.3 17.4 11.9
Net Financing Activities 109.8 (22.4) (19.1)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (3.7) 3.5 6.0
Net (Decrease) Increase in Cash and Cash Equivalents (22.9) (8.7) 39.3
Cash and Cash Equivalents, Beginning of Year 73.7 82.4 43.1
Cash and Cash Equivalents, End of Year $ 50.8 $ 73.7 $ 82.4
Supplemental Cash Flow Information for:
Income Taxes Paid, net of refunds $ 28.9 $ 17.0 $ 10.7
Interest Paid $ 12.8 $ 21.5 $ 23.5
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
Accum u late d
C om m on S tock Addition al O the r Total
Paid-in Re tain e d C om pre h e n sive S h are h olde rs’ C om pre h e n sive
S h are s Am ou n t C apital Earn ings Loss Equ ity Incom e (Loss)
(in m illion s, e xce pt pe r sh are am ou n ts)
Balance at December 31, 2005 23.6 $ 23.6 $ 422.2 $ 36.4 $ (117.2) $ 365.0
Net Income — — — 14.2 — 14.2 14.2
Foreign Currency T ranslation
Adjustments — — — — 40.0 40.0 40.0
Change in Fair Value of
Derivatives — — — — 1.0 1.0 1.0
Minimum P ension Liability
Adjustment, net of taxes of
$9.6 — — — — (26.9) (26.9) (26.9)
P ension Liability Adjustment,
after adoption of SFAS 158,
net of taxes of $12.0 — — — — (20.9) (20.9) —
Stock Issued — — — — — — —
T ax Benefit on Stock Options — — 0.3 — — 0.3 —
Stock Options Exercised 0.5 0.5 12.3 — — 12.8 —
Cash Dividends ($0.80 per
share) — — — (19.3) — (19.3) —
Balance at December 31, 2006 24.1 24.1 434.8 31.3 (124.0) 366.2 $ 28.3
Net Income — — — 35.3 — 35.3 35.3
Adjustments — — — — 38.2 38.2 38.2
Derivatives — — — — (0.8) (0.8) (0.8)
net of taxes of $17.6 — — — — 37.7 37.7 37.7
Stock Issued — — 0.1 — — 0.1 —
share) — — — (19.6) — (19.6) —
Balance at December 31, 2007 24.7 24.7 451.6 47.0 (48.9) 474.4 $ 110.4
Net Income — — — 37.0 — 37.0 37.0
Adjustments — — — — (59.8) (59.8) (59.8)
Derivatives, net of taxes of
$0.8 — — — — (1.9) (1.9) (1.9)
net of taxes of $34.2 — — — — (73.6) (73.6) (73.6)
Stock Issued — — 0.2 — — 0.2 —
Share-Based Compensation — — 4.2 — — 4.2 —
share) — — — (19.9) — (19.9) —
Balance at December 31, 2008 24.8 $ 24.8 $ 457.2 $ 64.1 $ (184.2) $ 361.9 $ (98.3)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies

Formation of Arch Chemicals, Inc.
Arch Chemicals, Inc. (“Arch” or the “Company”) was organized under the laws of the Commonwealth of Virginia on August 25, 1998 as a
wholly-owned subsidiary of Olin Corporation (“Olin”) for the purpose of effecting the distribution of certain of Olin’s chemical businesses
(“Distribution”) to the shareholders of Olin. The Company is a biocides company providing chemistry-based and related solutions to
selectively destroy and control the growth of harmful microbes. Our concentration is in water treatment, hair and skin care products, treated
wood, preservation and protection applications such as for paints and building products, and health and hygiene applications. The Company
operates in two segments: Treatment Products and Performance Products. The Treatment Products segment includes three reportable
business units: the HTH water products, the personal care and industrial biocides products and the wood protection and industrial coatings
products businesses. The Performance Products segment includes two reportable business units: the performance urethanes business and the
hydrazine business.
The Company has organized its segments around differences in products and services, which is how the Company manages its
businesses.
The Treatment Products businesses manufacture and sell water treatment chemicals, industrial biocides and personal care specialty
ingredients and wood treatment and industrial coatings products. HTH water products produces chemicals for the sanitization and treatment
of residential pool and commercial pool and spa water, water used in industrial applications and the purification of potable water. Additionally,
the surface water business of HTH water products manufacturers a range of branded products, including products under the Applied
Biochemists® brand name and provides technical support for controlling algae and nuisance aquatic vegetation. The Company sells both
chlorine-based products (calcium hypochlorite and chlorinated isocyanurates) and non-chlorine-based products (poly (hexamethylene
biguanide) hydrochloride (“PHMB”)) as sanitizers. Consumer brands include HTH®, Baquacil®, Baqua Spa®, POOLIFE®, GLB® Pool and Spa,
and Leisure Time®. The personal care and industrial biocides business manufactures biocides that control dandruff on the scalp and control
the growth of micro-organisms particularly fungi and algae. It markets products such as Zinc Omadine® biocide, the most widely used
antidandruff agent in the world, as well as actives and functional products sold primarily to manufacturers of skin care and hair care products.
The Company’s industrial biocides are used in mildew-resistant paints, coatings and lubricants. The Company also develops, manufactures
and markets biocides primarily for anti-bacterial applications; it is a leading global supplier of biocides for the industrial preservation and
consumer segments of the biocides market. The biocides products are marketed under the well-recognized trademarks, such as Omadine®,
Omacide®, Triadine®, Proxel®, Purista®, Vantocil®, Reputex®, Cosmocil® and Densil® biocides. The Company’s wood protection business
sells wood treatment chemicals solutions that enhance the properties of wood. Its wood preservatives and fire retardants are sold under the
brand names Wolman®, Tanalith®, Vacsol®, Resistol® and Dricon®. The Company’s industrial coatings business manufactures a wide range of
coatings for a variety of applications for wood and other materials, which are industrial or consumer applied products for the surface
decoration and protection of wood. These products are sold under brand names such as Sayerlack® and Linea Blu®.
Performance Products consist of performance urethanes and hydrazine. Performance urethanes manufacture a variety of specialty
polyols, which are used as an ingredient for elastomers, adhesives, coatings, sealants and rigid foam. The business also manufactures glycols
and glycol ethers for use as an ingredient in cleaners, personal care products and antifreeze. Hydrazine hydrates are used in chemical blowing
agents, water treatment chemicals, agricultural products and pharmaceutical intermediates. Propellant-grade hydrazine and hydrazine
derivatives are used by NASA, the U.S. Air Force and other customers as fuel in satellites, expendable launch vehicles and auxiliary and
emergency power units. Ultra Pure™ hydrazine propellants are the highest purity anhydrous propellant in the industry and can extend the
working life of satellites.
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Basis of Presentation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany
balances and transactions between entities included in these Consolidated Financial Statements have been eliminated. Investments in 20-50%
owned affiliates are accounted for on the equity method.
Reclassifications of prior-year data have been made, where appropriate, to conform to the 2008 presentation.
Use of Estimates
The preparation of the Consolidated Financial Statements requires estimates and assumptions that affect amounts reported and
disclosed in the Consolidated Financial Statements and related Notes. Estimates are used when accounting for allowance for uncollectible
accounts receivable, inventory obsolescence, valuation of assets held for sale, depreciation and amortization, employee benefit plans,
performance-based incentive compensation, taxes, impairment of assets, environmental and legal liabilities and contingencies, among others.
Actual results could differ from those estimates.
Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories are valued by the dollar value last-in, first-out (“LIFO”)
method of inventory accounting for the domestic operations of the HTH water products, personal care and industrial biocides, performance
urethanes and hydrazine businesses. Costs for all other inventories have been determined principally by the first-in, first-out (“FIFO”) method.
Elements of costs in inventories include raw materials, direct labor and manufacturing overhead.
Assets Held for Sale

The Company accounts for assets held for sale in accordance with SFAS 144. SFAS 144 addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.
As a result of the sale of the performance urethanes business in Venezuela in September 2007, the Company has included the results of
this business prior to its sale and the loss on the disposition as a component of discontinued operations in accordance with the SFAS 144.
Additionally, the Company retained its chemical management services (“CMS”) business after the sale of the majority of the
microelectronic materials businesses in November 2004. In accordance with the accounting requirements of SFAS 144, the CMS business was
reported as an asset held for sale and the results of operations are included in discontinued operations in the consolidated financial
statements. As of December 31, 2006, all operations of the CMS business have either been sold or ceased.
Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the following estimated useful
lives:
Improvements to land 5 to 20 years

Building and building equipment 5 to 40 years
Machinery and equipment 3 to 12 years
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Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter.
Start-up costs are expensed as incurred.
New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157,
“Fair Value Measurements” (“SFAS 157”), which establishes a framework for reporting fair value and expands disclosures about fair value
measurements. SFAS 157 was effective for the Company on January 1, 2008, with the exception that the applicability of SFAS 157’s fair value
measurement requirements to nonfinancial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on
a recurring basis was effective for the Company on January 1, 2009. Non-recurring nonfinancial assets and nonfinancial liabilities for which the
Company has not applied the provisions of SFAS 157 include those measured at fair value in goodwill impairment testing, indefinite lived
intangible assets measured at fair value for impairment testing and those non-recurring nonfinancial assets and nonfinancial liabilities initially
measured at fair value in a business combination. The adoption of the pronouncement did not have a material impact on the Company’s 2008
consolidated financial statements and the Company does not believe that the SFAS 157 requirements which were effective for the Company on
January 1, 2009 will have a material impact on the Company’s results of operations and financial position. See Note 23 for additional
information.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions and requires that a company recognize in its
financial statements the impact of a tax position, only if that position is more likely than not of being sustained on audit, based on the technical
merits of the position. The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the
Company recognized no material adjustment in the liability for unrecognized income tax benefits.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS 158”). On December 31, 2006,
the Company adopted the recognition and disclosure provisions of SFAS 158. SFAS 158 requires plan sponsors of defined benefit pension
and other postretirement benefit plans (collectively, “postretirement benefit plans”) to recognize the funded status of their postretirement
benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal
year-end statement of financial position, and provide additional disclosures. See Note 15 for additional information.
In February 2007, the FASB released Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”), which provides entities with an irrevocable
option to report selected financial assets and liabilities at fair value. SFAS 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.
SFAS 159 was effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this statement did
not have an impact on the Company’s consolidated financial statements.
Asset Retirement Obligations

The Company accounts for asset retirement obligations in accordance with Statement of Financial Accounting Standards No. 143,
“Accounting for Asset Retirement Obligations” (“SFAS 143”) and FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement
Obligations, an interpretation of FASB Statement No. 143” (“FIN 47”).
The Company has not recorded asset retirement obligations associated with certain owned or leased buildings and manufacturing
facilities because the retirement obligations have an indeterminate settlement date and cannot be reasonably estimated. These asset retirement
obligations are associated with removal and disposal
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of asbestos at certain Company sites and the shutdown of other assets (e.g., landfill and waste treatment facilities). The Company’s asset
retirement obligation is to remove and dispose of asbestos properly if (i) the asbestos were to become exposed or become a health hazard or
(ii) the facility containing the asbestos is demolished or undergoes major renovations. Currently, the asbestos is not exposed and is not a
health hazard and the Company has no plans or expectations to demolish or undertake major renovations of these facilities. In addition, these
facilities are expected to be maintained by normal repair and maintenance activities that would not involve the removal of the asbestos. The
Company cannot estimate the settlement date or range of settlement
dates of when the asbestos would be exposed. As for the other assets, the Company’s asset retirement obligation is based upon the future
shutdown of the location or reaching capacity in the case of the landfill. Although the Company can estimate the current cost associated with
these retirement obligations, the Company has no plans of ceasing operations of these facilities and the potential for reaching capacity at the
landfill is estimated to be at least 50 years and potentially significantly longer. Therefore, the range of estimated settlement dates is so wide
and so far out in the future as to preclude the Company from reasonably estimating the fair value of the obligation. Therefore, the Company
concluded the retirement obligations had indeterminate settlement dates or such a wide range of potential settlement dates that no value could
reasonably be estimated for the asset retirement obligations. The Company continues to monitor these assets as well as plans relating to these
assets and their site locations and will record an asset retirement obligation as appropriate if circumstances change.
Goodwill
Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the respective net assets.
The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other
Intangible Assets” (“SFAS 142”), which requires that goodwill no longer be amortized, but instead be tested for impairment at least annually in
accordance with the provisions of SFAS 142. The Company tests goodwill for impairment as of January 1 of each year and when an event
occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. An
impairment charge is recognized for the amount, if any, by which the carrying amount of goodwill exceeds its fair value. Fair values are
established using discounted cash flows and when available and as appropriate, comparative market multiples are used.
Other Intangibles
Other intangibles consist primarily of trademarks, developed technology, toxicology database, non-compete agreements and customer
relationships.
In accordance with SFAS 142, intangible assets with indefinite useful lives are not amortized. Intangible assets with definite useful lives
are amortized over their respective estimated useful lives to their estimated residual values in proportion to the economic benefits consumed,
principally over 2 to 29 years and generally on a straight-line basis. Intangible assets with an indefinite life are reviewed at least annually for
impairment in accordance with SFAS 142.
Securitizations and Transfers of Financial Instruments

The Company may sell trade accounts or notes receivables with or without recourse in the normal course of business. In accordance
with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities” (“SFAS 140”), the Company’s sale of receivables associated with its accounts receivable securitization program is removed from
the consolidated balance sheets at the time of sale. Sales and transfers that do not meet the criteria for surrender of control would be
accounted for as secured borrowings. The value assigned to the subordinated interest retained in securitized trade receivables is based on the
fair value of the interests retained, and is classified as a Short-Term Investment on the accompanying Consolidated Balance Sheets.
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Long-Lived Assets
The impairment of tangible long-lived assets other than goodwill and intangible assets with definite lives is assessed when changes in
circumstances indicate that their current carrying value may not be recoverable. Under SFAS 144, a determination of impairment, if any, is made
based on the undiscounted value of estimated future cash flows, salvage value or expected net sales proceeds, depending on the
circumstances. Asset impairment losses are measured as the excess of the carrying value over the estimated fair value of such assets.
Environmental Liabilities and Expenditures

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can
be reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of
claims against third parties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal
information becomes available. Environmental remediation costs are charged to reserves. Environmental costs are capitalized if the costs
increase the value of the property and/or mitigate or prevent contamination from future operations.
Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings approximated fair
values due to the short-term maturities of these instruments. The fair value of the Company’s borrowings, if any, under its existing credit
facility, approximates book value due to the fact that the borrowings’ floating interest rates reset every one to six months.
Derivative Instruments
The Company accounts for derivative instruments in accordance with Statement of Financial Accounting Standards No. 133 (“SFAS
133”), “Accounting for Derivative Instruments and Hedging Activities,” as amended, which establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities.
In accordance with SFAS 133, derivative instruments are recognized as assets or liabilities in the Company’s Consolidated Balance
Sheets and are measured at fair value. The change in the fair value of a derivative designated as a fair value hedge and the change in the fair
value of the hedged item attributable to the hedged risk are recognized in earnings. For derivatives which qualify for designation as cash flow
hedges, the effective portion of the changes in fair value is recognized as part of other comprehensive income until the underlying transaction
that is being hedged is recognized in earnings. The ineffective portion of the change in fair value of cash flow hedges is recognized in earnings
currently. Changes in fair value for other derivatives which do not qualify as hedges for accounting purposes are recognized in current period
earnings.
Revenue Recognition
Substantially all of the Company’s revenues are derived from the sale of products. Revenue is recognized when risk of loss of, and title
to, the product is transferred to the customer, which usually occurs at the time shipment is made. The majority of the Company’s products are
sold FOB (“free on board”) shipping point or on an equivalent basis, that is, when product is delivered to the carrier. There are certain limited
situations where the risk of loss and transfer of title passes upon delivery to the customer. In those circumstances, sales are recognized upon
receipt by the customer. Allowances for estimated returns, discounts and retailer promotions and incentives are recognized when sales are
recorded and are based on various market data, historical trends and information from customers. Actual returns, discounts and retail
promotions and incentives have not been materially different from estimates. Certain of the Company’s product lines have extended payment
terms due to the seasonal nature of the business. There are no conditions of acceptance, warranties or price protection that prohibit revenue
recognition when risk of loss of, and title to, the product is transferred to the customer.
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Shipping and Handling Costs

Shipping and handling fees billed to customers are included in Sales and shipping and handling costs are included in Cost of Goods Sold
in the accompanying Consolidated Statements of Income.
U.S. Government Contracts

The Company has supply and storage contracts with the U.S. Defense Energy Support Center which principally consist of a fixed-price
facility management fee for which revenue is recognized ratably over the contract period and the sale of product whereby the Company
supplies product at a fixed price per pound, adjusted annually for agreed-upon cost escalations. Revenue is recognized for the U.S.
Government’s product purchases when risk of loss of, and title to, the product is transferred to the U.S. Government which occurs after the
product is inspected and accepted by the U.S. Government and sent to storage. Consequently, such revenue may be recognized prior to the
U.S. Government taking physical possession. (See Note 21 for more information.)
Foreign Currency Translation

Foreign affiliates generally use their local currency as their functional currency. Accordingly, foreign affiliate balance sheet amounts are
translated at the exchange rates in effect at year-end, and income statement and cash flow amounts are translated at the average rates of
exchange prevailing during the year. Translation adjustments are included in the Other Accumulated Comprehensive Loss component of
shareholders’ equity. Where foreign affiliates operate in highly inflationary economies, non-monetary amounts are translated to U.S. dollars at
historical exchange rates while monetary assets and liabilities are translated to U.S. dollars at the current rate with the related adjustments
reflected in the Consolidated Statements of Income.
Share-Based Payments
The Company accounts for stock-based compensation under Statement of Financial Accounting Standards No. 123R, “Share-Based
Payments” (“SFAS 123(R)”). SFAS 123(R) revises SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) and supersedes
APB Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”) and its related implementation guidance. SFAS 123(R) requires
companies to recognize expense over the requisite service period in the income statement for the grant-date fair value of awards of share based
payments including equity instruments and stock appreciation rights to employees. SFAS 123(R) also clarifies and expands guidance in
several areas, including measuring fair value, defining requisite service period, accounting for liability classified awards and accounting for tax
benefits.
Income Taxes
The Company provides for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for
Income Taxes” (“SFAS 109”). SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences
of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company maintains
valuation allowances where it is more likely than not all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances
from period to period are included in the Company’s tax provision in the period of change. In determining whether a valuation allowance is
warranted, the Company takes into account such factors as future taxable income and available tax planning strategies. Failure to achieve
forecasted taxable income could affect the ultimate realization of certain deferred tax assets.
The Company provides for income taxes for uncertain tax positions in accordance with the provisions of FIN 48. This interpretation of
SFAS 109 requires the Company to recognize and measure tax benefits associated with tax positions and disclose uncertainties related to
income tax positions in its financial statements. The Company cannot recognize a tax benefit in its financial statements unless it concludes the
benefit is more likely
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than not of being sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. The Company
has assessed the tax benefits of the income tax positions in its financial statements. The Company assessed these income tax positions based
on our experience with similar tax positions, information obtained during the examination process, and the advice of experts.
Earnings Per Common Share

All earnings per share computations and presentations are in accordance with Statement of Financial Accounting Standards No. 128,
“Earnings Per Share” (“SFAS 128”). Basic earnings per common share are computed by dividing net income available to common shareholders
by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are calculated in a
similar manner except that the weighted-average number of common shares outstanding during the period includes the potential dilution that
could occur if stock options or other contracts to issue common stock were exercised and the dilutive effect of performance and service
awards which will be settled in shares.
The reconciliation between basic and diluted shares outstanding for the years ended December 31, 2008, 2007 and 2006 are as follows:
(in m illion s) 2008 2007 2006
Basic 24.8 24.5 24.0
Common equivalent shares from stock options, performance and service awards using the treasury
stock method 0.1 0.2 0.3
Diluted 24.9 24.7 24.3
For the years ended December 31, 2008 and 2007, there were no stock options with exercise prices greater than the average market price.
Stock options of approximately 0.2 million with exercise prices greater than the average market price of the Company’s common stock are not
included in the computation of diluted earnings per share for the year ended December 31, 2006.
In 2004, the Company established a Rabbi Trust for several deferred compensation plans (see Note 15 for more information). The
Company’s stock held in the Rabbi Trust is treated in a manner similar to treasury stock and the shares are excluded from the basic shares
outstanding calculation and added back for dilutive shares outstanding. At December 31, 2008, the trust held approximately 0.1 million shares
which it had previously purchased on the open market.
Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) consists of the changes in the cumulative foreign currency translation gains and
losses, the change in the fair value of derivative financial instruments which qualify for hedge accounting, net of tax and the pension liability
adjustment, net of tax. The Company does not provide for U.S. income taxes on foreign currency translation adjustments since it does not
provide for such taxes on undistributed earnings of foreign subsidiaries, except for affiliated companies at equity, since the Company intends
to continue to reinvest these earnings.
Employee Benefit Plans

Pension and postretirement health care and life insurance benefits earned during the year as well as interest on projected benefit
obligations are accrued currently. Prior service costs and credits resulting from changes in plan benefits are amortized over the average
remaining service period of employees expected to receive benefits. Curtailment gains and losses are recognized as incurred. Settlement gains
and losses are recognized when
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significant pension obligations are settled and the gain or loss is determinable. The Company’s policy, in general, is to fund, at a minimum,
amounts as are necessary to provide assets sufficient to meet the benefits to be paid to plan members in accordance with the relevant
regulatory requirements governing such plans. In addition, SFAS 158 requires plan sponsors of defined benefit pension and other
postretirement benefit plans (collectively, “postretirement benefit plans”) to recognize the funded status of their postretirement benefit plans
in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end
statement of financial position, and provide additional disclosures.
Business and Credit Concentrations

A significant portion of sales of the Treatment Products segment (approximately 17%) is dependent upon two customers, one of which
accounts for a significant portion of the sales of the HTH water products business and the other of which accounts for a significant portion of
the sales of the personal care and industrial biocides businesses. Sales to these two customers are individually less than 10% of the
Company’s 2008 consolidated sales. However, the loss of either of these customers would have a material adverse effect on the sales and
operating results of the Company, respective segment and businesses if such customer were not replaced.
Sales of the HTH water products business are seasonal in nature as its products are primarily used in the U.S. residential pool market.
Historically, approximately 40% of the sales in the HTH water products business occur in the second quarter of the year, as retail sales in the
U.S. residential pool market are concentrated between Memorial Day and the Fourth of July. Therefore, interim results for this segment are not
necessarily indicative of the results to be expected for the entire fiscal year. Through the Company’s HTH water products acquisitions in Latin
America and South Africa, the Company has mitigated somewhat the seasonality of the business, as the seasons in the southern hemisphere
are opposite those in the North American and European markets.
2. Accounts Receivable/Short-Term Investment

Accounts receivable at December 31, 2008 and 2007 include the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Accounts receivable, trade $167.2 $154.4
Accounts receivable, other 26.1 30.1
193.3 184.5
Less allowance for doubtful accounts (9.1) (7.8)
Accounts receivable, net $184.2 $176.7
Included in Accounts receivable, other is a receivable related to a favorable antidumping ruling for the period of review from
December 16, 2004 through May 31, 2006 (Note 20). The receivable, which includes interest, was $13.4 million and $12.7 million at December 31,
2008 and December 31, 2007, respectively. Additionally, included in Accounts receivable, other is a receivable related to the sale of the
performance urethanes business in Venezuela (Note 5). The receivable was $1.2 million and $3.4 million at December 31, 2008 and December 31,
2007, respectively.
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Changes in the allowance for doubtful accounts for the years ended December 31, 2008, 2007, and 2006 are as follows:
Ye ar En de d Ye ar En de d Ye ar En de d
($ in m illion s) De ce m be r 31, 2008 De ce m be r 31, 2007 De ce m be r 31, 2006
Beginning balance $ (7.8) $ (6.3) $ (4.0)
Provision for doubtful accounts (4.7) (2.3) (2.0)
Bad debt write-offs, net of recoveries 2.7 1.3 1.0
Foreign exchange and other 0.6 (0.5) (0.7)
Reclassification to (from) short-term investment 0.1 — (0.6)
Ending balance $ (9.1) $ (7.8) $ (6.3)
In 2005 the Company entered into an accounts receivable securitization program with Three Pillars Funding LLC (“Three Pillars”), an
affiliate of SunTrust Bank, and SunTrust Capital Markets, Inc. In June 2008, the securitization program was extended through July 2011. Under
this program, the Company sells undivided participation interests in certain domestic trade accounts receivable, without recourse, through its
wholly-owned subsidiary, Arch Chemicals Receivables Corporation (“ACRC”), a special-purpose entity which is consolidated for financial
reporting purposes. At December 31, 2008 and 2007, respectively, the Company, through ACRC, had not sold any participation interests in its
accounts receivable under this program. During the year, these sales have been reflected as a reduction of receivables in the consolidated
balance sheet. The receivables sold under the securitization program have been accounted for as a sale in accordance with the provisions of
SFAS 140.
ACRC retains the balance of participation interests in the pool of receivables purchased from the Company which have not been
purchased by Three Pillars. To reflect this interest, which is subordinated, the fair value of the retained undivided interest of $56.0 and $64.1
million at December 31, 2008 and December 31, 2007, respectively, was classified separately from Accounts Receivable, net as a Short-Term
Investment on the accompanying Consolidated Balance Sheets. Fair value of the retained undivided interest included a reserve for credit
losses ($1.0 million at December 31, 2008 and $0.9 million at December 31, 2007) and had not been discounted due to the short-term nature of
the underlying financial assets.
The costs of the program for the years ended December 31, 2008, 2007 and 2006 of $1.3 million, $2.0 million and $1.7 million, respectively,
are included in Selling and Administration expenses in the accompanying Consolidated Statements of Income. The costs of the accounts
receivable securitization program are a percentage of the fair market value of the participation interests sold. The percentage (3.4% and 5.7% in
2008 and 2007, respectively) is based on the cost of commercial paper issued by Three Pillars plus a margin. In June 2008, in conjunction with
the extension of the securitization program, the margin was changed to approximately 0.8%. Prior to the extension of the program, the margin
was approximately 0.4%. The Company has not recorded an asset or liability related to the servicing responsibility retained as the fees earned
for servicing were estimated to approximate fair value.
3. Inventories
Inventories at December 31, 2008 and 2007 include the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Raw materials and supplies $ 77.5 $ 68.2
Work-in-progress 14.3 8.8
Finished goods 190.6 188.9
Inventories, gross 282.4 265.9
LIFO reserves (66.3) (58.8)
Inventories, net $216.1 $207.1
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Inventory valued using the LIFO method comprised approximately 45 percent of the total inventory at December 31, 2008 and 2007. Gross
inventory values approximate replacement cost.
4. Other Current Assets

Other current assets at December 31, 2008 and 2007 include the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Deferred income taxes $ 8.5 $ 18.9
Other 11.1 12.7
Other current assets $ 19.6 $ 31.6
5. Assets Held for Sale/Discontinued Operations

Performance Urethanes Business in Venezuela
In September 2007, the Company completed the sale of its non-strategic performance urethanes business in Venezuela. Total proceeds,
net of expenses, from the sale are expected to be $16.7 million, which includes an estimated post-closing working capital adjustment. As a
result of the sale, the Company recorded a non-cash after-tax loss of $14.9 million, which included $15.1 million of historical foreign currency
translation losses that were recognized at the time of the sale. As of December 31, 2008, the Company has received $15.3 million of the total
proceeds with the balance of $1.9 million included in Accounts receivable, net ($1.2 million) and Other assets ($0.7 million) in the Consolidated
Balance Sheet.
The loss is reflected in Loss on Sales of Discontinued Operations for 2007, as follows:
($ in m illion s)
Net Assets Sold:
Net working capital $ 17.1
Non-current liabilities (0.9)
Net assets sold $ 16.2
Loss on Sale:
Total proceeds $ 17.2
Net assets sold (16.2)
Transaction costs incurred (0.5)
Subtotal 0.5
Foreign currency translation realized (15.1)
Pre-tax loss (14.6)
Tax expense (0.3)
Net loss $ (14.9)
CMS Business
The Company retained the CMS business after the sale of the microelectronic materials business to Fuji Photo Film Co., Ltd. (“Fuji”).
During 2006, the Company was notified that its remaining three CMS customers were going to cancel their contracts with the Company.
Prior to the termination of the contracts, the Company was able to sell the
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remaining inventory to the successor of these contracts and transfer most of the business’ employees. Included in Income from Discontinued
Operations for the twelve months ended December 31, 2006 are severance and related costs associated with the termination of these customer
contracts ($0.3 million pre-tax). As of December 31, 2006, all operations of the CMS business were either sold or ceased.
Income From Discontinued Operations

Income from Discontinued Operations until the date of the applicable sale for the years ended December 31, 2007 and 2006 include the
following:
Ye ar En de d Ye ar En de d
De ce m be r 31, De ce m be r 31,
($ in m illion s) 2007 2006
Sales—performance urethanes Venezuelan business $ 23.8 $ 31.8
Sales—CMS — 1.4
Total Sales $ 23.8 $ 33.2
Earnings before taxes—performance urethanes Venezuelan business $ 1.3 $ 1.5
Loss before interest and taxes—CMS — (1.0)
Tax expense (0.4) (0.4)
Income from discontinued operations $ 0.9 $ 0.1
6. Investments and Advances—Affiliated Companies at Equity

Prior to July 2007 the Company had a 49% investment in Koppers Arch Wood Protection (Aust) Pty Ltd (“KAWP”), which manufactures
CCA-based and other wood preservatives, and is principally located in Australia and New Zealand. On July 5, 2007, the Company completed
the acquisition of the remaining 51 percent share of KAWP. See Note 19 for more information.
The amount of cumulative unremitted earnings of joint ventures included in consolidated retained earnings at December 31, 2008 was
$0.4 million. During the years ended December 31, 2008, 2007 and 2006, distributions of $0.3 million, $0.2 million and $0.2 million respectively,
were received from joint ventures.
7. Property, Plant and Equipment

Property, plant and equipment at December 31, 2008 and 2007 include the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Land and improvements to land $ 28.8 $ 28.6
Buildings and building equipment 113.5 108.2
Machinery and equipment 631.8 643.2
Leasehold improvements 11.8 11.0
Construction-in-progress 43.3 29.7
Property, plant and equipment 829.2 820.7
Less accumulated depreciation (617.0) (619.3)
Property, plant and equipment, net $ 212.2 $ 201.4
Leased assets capitalized and included in the previous table are not significant. Maintenance and repairs charged to operations
amounted to $28.9 million, $27.5 million and $26.0 million in 2008, 2007 and 2006, respectively.
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During the fourth quarter of 2008, the Company recorded a $1.2 million impairment charge of certain manufacturing assets for the wood
protection and industrial coatings businesses. The write-off is recorded in Impairment Charge in the Company’s 2008 Consolidated Statement
of Income.
8. Goodwill and Other Intangibles

Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:
W ood
Pe rson al Prote ction
C are an d an d
HTH W ate r Indu strial Indu strial Total Pe rform an ce
($ in m illion s) Produ cts Biocide s C oatings Tre atm e n t Ure than e s Total
Balance, December 31, 2006 $ 38.8 $ 85.0 $ 74.7 $ 198.5 $ 4.4 $202.9
Acquisitions — — 13.9 13.9 — 13.9
Foreign exchange & other 0.2 0.6 (10.8) (10.0) — (10.0)
Balance, December 31, 2007 39.0 85.6 77.8 202.4 4.4 206.8
Acquisitions 42.6 — — 42.6 — 42.6
Post acquisition adjustment (1.2) — (7.0) (8.2) — (8.2)
Impairment — — (24.6) (24.6) — (24.6)
Foreign exchange & other (2.0) (10.5) (4.5) (17.0) — (17.0)
Balance, December 31, 2008 $ 78.4 $ 75.1 $ 41.7 $ 195.2 $ 4.4 $199.6
Historically low levels of housing activity, consumer confidence and disposable income have led to a significant decline in worldwide
consumer demand. This economic slowdown intensified throughout 2008 as weakness spread to the broader worldwide economy, negatively
impacting many of our customers in the industrial coatings business and our expectations of a recovery in these markets. As a result of an
update to the Company’s financial forecast, due to the aforementioned items and in connection with the year-end review of our accounts, the
Company conducted an interim SFAS 142 impairment review which indicated that there was an impairment on the goodwill of the industrial
coatings business. Based upon an analysis of fair value, the Company recorded a non-cash goodwill impairment change of $24.6 million, which
eliminated the remaining carrying amount of goodwill related to the industrial coatings business. The fair value of the coatings business was
determined using a combination of valuation methodologies, including a discounted cash flow model.
On October 10, 2008, the Company completed the acquisition of the water treatment chemicals business of Advantis, a North American
manufacturer and marketer of branded swimming pool, spa and surface water treatment chemicals. The Company preliminarily allocated the
excess purchase price of $42.6 million to goodwill. See Note 19 for further discussion.
On July 5, 2007, the Company completed the acquisition of the remaining 51 percent share of its Australian joint venture, KAWP. During
2008 the Company completed its purchase price allocation related to the acquisition, which resulted in the recording of $8.5 million of
identifiable intangible assets, $2.4 million of contingent liabilities, and an $0.8 million increase in the value of property, plant and equipment.
The goodwill balance was adjusted to reflect the purchase price allocation. See Note 19 for further discussion.
For the year ended December 31, 2007, included in foreign exchange and other in Wood Protection and Industrial Coatings is a decrease
in goodwill of $12.7 million related to the recognition of a tax benefit due to the finalization of a tax examination.
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Other Intangibles
The gross carrying amount and accumulated amortization for other intangible assets as of December 31, 2008 and 2007 are as follows:
De ce m be r 31, 2008 De ce m be r 31, 2007

Gross Ne t Gross Ne t
C arrying Accum u late d C arrying C arrying Accum u late d C arrying
($ in m illion s) Am ou n t Am ortiz ation Am ou n t Am ou n t Am ortiz ation Am ou n t
Patents $ 0.2 $ 0.2 $ — $ 0.2 $ 0.2 $ —
Customer lists 100.7 28.4 72.3 84.9 27.2 57.7
Toxicology database 13.3 4.3 9.0 18.0 4.6 13.4
Developed technology 15.5 3.7 11.8 16.4 3.5 12.9
Other 15.9 7.0 8.9 8.8 5.0 3.8
Total amortizable other Intangibles 145.6 43.6 102.0 128.3 40.5 87.8
Total non-amortizable other
Intangibles—Trademarks 81.3 0.3 81.0 62.2 0.4 61.8
Total other intangibles $ 226.9 $ 43.9 $ 183.0 $ 190.5 $ 40.9 $ 149.6
During 2008, the Company performed a preliminary purchase price allocation related to the acquisition of Advantis, which resulted in the
recording of $62.2 million of identifiable intangible assets. Of the $62.2 million of acquired intangible assets, $29.9 million was assigned to
customer lists (10-year life) and $22.5 million was assigned to trademarks, which are not subject to amortization as they have indefinite lives.
The remaining $9.8 million of acquired intangible assets include a non-compete agreement of $3.7 million (7-year life), a license arrangement of
$3.4 million (9-year life) and developed technology of $2.7 million (9-year life). Excluding the trademarks, which are not subject to amortization,
the intangible assets have a weighted-average useful life of approximately 10 years. The Company is in the process of finalizing third party
valuations of certain intangible assets and, thus, the allocation of the purchase price is preliminary and is subject to refinement.
During the year ended December 31, 2008, the Company recorded identifiable intangible assets of $8.5 million to reflect the final purchase
price allocation of the acquisition of KAWP. These assets have been reclassified from the original goodwill balance. Of the $8.5 million of
acquired intangible assets, $4.2 million was assigned to trademarks, which are not subject to amortization as they have indefinite lives. The
remaining $4.3 million of acquired intangible assets include customer lists of $4.1 million (15-year life) and non-compete agreements of $0.2
million (3-year life).
Amortization
Amortization expense for the years ended December 31, 2008, 2007 and 2006 was $11.0 million, $10.2 million and $8.9 million, respectively.
Estimated amortization expense is $12.6 million for the year ended December 31, 2009, $12.8 million for the year ended December 31, 2010, $12.6
million for the year ended December 31, 2011 and $12.1 million for the years ended December 31, 2012 and December 31, 2013.
9. Other Assets
Included in other assets at December 31, 2008 and 2007 are the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Deferred taxes (Note 14) $ 84.7 $60.5
Other 24.7 14.8
Other assets $109.4 $75.3
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Included in Other assets at December 31, 2008 is a $12.8 million receivable, which includes interest, related to a favorable antidumping
ruling for the period of review from June 1, 2006 through May 31, 2007 (Note 20).
10. Accrued Liabilities

Included in accrued liabilities at December 31, 2008 and 2007 are the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Accrued compensation $26.9 $ 43.4
Accrued litigation 2.9 4.5
Environmental reserves 1.3 1.2
Other 44.8 58.9
Accrued liabilities $75.9 $108.0
11. Debt
Included in short-term borrowings and long-term debt at December 31, 2008 and 2007 are the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Unsecured senior notes $ 62.0 $ 62.0
Senior revolving credit facility 252.5 115.0
Other borrowings 18.5 31.2
Total debt 333.0 208.2
Less: current portion of long-term debt — (0.3)
Less: short-term borrowings (18.5) (29.1)
Long-term debt $314.5 $178.8
Senior Notes
In March 2002, the Company issued $211.0 million of unsecured senior notes to certain institutional investors in two series. The
Company used its unsecured $350.0 million senior revolving credit facility to pay off the Series A notes of $149.0 million in March 2007. The
Series B notes of $62.0 million are due in March 2009 and are classified as Long-term debt in the Company’s December 31, 2008 Consolidated
Balance Sheet as the Company intends to utilize the credit facility to pay down the Series B notes.
The Company’s Series B senior notes, which bear a fixed interest rate of 8.24%, contain a quarterly leverage ratio covenant not to exceed
3.50 and a debt to total capitalization ratio not to exceed 55%. In addition, the notes contain a fixed charge coverage ratio covenant not to be
less than 2.25 and a covenant that restricts the payment of dividends and repurchases of stock to $65.0 million less cumulative dividends and
repurchases of stock plus 50% of cumulative net income (loss) subject to certain adjustments beginning January 1, 2002. This limitation was
$55.1 million at December 31, 2008.
Credit Facility
On June 15, 2006, the Company entered into an unsecured $350.0 million senior revolving credit facility (“credit facility”), which expires in
June 2011. It replaced the Company’s $210.0 million senior revolving credit facility which was set to mature on June 20, 2006. The Company’s
credit facility contains a quarterly leverage ratio covenant not to exceed 3.50 and an interest coverage ratio (EBITDA/total interest expense)
covenant not to be less than 3.0. Additionally, the credit facility restricts the payment of dividends and repurchase of stock to $65.0 million
plus 50% of cumulative net income (loss) subject to certain limitations beginning June 15, 2006. This limitation was $81.0 million at
December 31, 2008. The facility fees can range from 0.1% to 0.225%
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depending on the Company’s quarterly leverage ratios (facility fees were 0.100% at December 31, 2008). The Company may select various
floating rate borrowing options, including, but not limited to, LIBOR plus a spread that can range from 0.4% to 0.9% depending on the
Company’s quarterly leverage ratios (the spread was 0.4% at December 31, 2008). There was $252.5 million of outstanding borrowings under
the credit facility at December 31, 2008.
Term Loan
On February 13, 2009, the Company entered into an unsecured $100.0 million credit agreement with a number of banks, which matures on
June 15, 2011. The Company may select various floating rate borrowing options, including, but not limited to LIBOR plus a spread that can
range from 2.25% to 3.25% depending on the Company’s quarterly leverage ratios (the spread was 2.75% at inception). The entire $100.0
million was drawn on the facility at closing. The agreement provides for quarterly amortization of principal equal to five percent of the
outstanding principal amount of the loan beginning September 30, 2009. The agreement contains a quarterly leverage ratio covenant not to
exceed 3.5 and an interest coverage ratio covenant not to be less than 3.0, both of which are consistent with our existing credit facility.
Additionally, consistent with the credit facility, this agreement restricts the payment of dividends and repurchase of stock to $65.0 million plus
50 percent of cumulative adjusted net income (loss) for the period beginning June 15, 2006. At December 31, 2008, restricted payments were
limited to $81.0 million.
Other Borrowings
Other borrowings at December 31, 2008 included $18.5 million of borrowings under international credit facilities. Such credit facilities
have interest rates ranging from 2% to 15%.
At December 31, 2008, the Company had $32.7 million of outstanding letters of credit and $1.7 million of outstanding letters of guarantee.
Interest Rate Swaps

In April 2008, the Company entered into interest rate swap agreements with a notional value of $20 million. In October 2008, the Company
entered into an additional interest rate swap agreement with a notional value of $30 million. See Note 13 for further discussion.
Fair Value of Debt

The fair value of the Company’s borrowings under its credit facility approximates book value due to the fact that the borrowings’ floating
interest rates reset every one to six months. The fair value of the senior notes approximates book value due to the fact that the senior notes
mature in March 2009. The fair value of the Company’s short-term borrowings at December 31, 2008 approximated the book value of $18.5
million due to the floating interest rate terms and the short maturity of the instruments.
12. Other Liabilities

Included in other non-current liabilities at December 31, 2008 and 2007 are the following:
De ce m be r 31,
($ in m illion s) 2008 2007
Pensions and other postretirement employee benefit obligations (Note 15) $225.5 $ 137.6
Deferred long-term incentive compensation 11.9 19.4
Deferred tax liability (Note 14) 12.4 14.5
Environmental reserves (Note 20) 5.8 5.3
Unrecognized tax benefits (Note 1 and Note 14) 12.6 10.9
Other 13.3 16.4
Other liabilities $281.5 $ 204.1
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13. Derivative Financial Instruments

Foreign Currency
The Company uses foreign currency forward contracts as a means of hedging exposure to foreign currency risk. It is the Company’s
policy to hedge up to 80% of its anticipated purchase and sales commitments denominated or expected to be denominated in a foreign
currency (principally British pound, euro, Australian dollar, New Zealand dollar, Canadian dollar and Japanese yen). Most of the Company’s
currency derivatives expire within one year. During 2008 and 2007, the majority of the Company’s foreign currency forward contracts qualified
as effective cash flow hedges under the criteria of SFAS 133. The remainder of the foreign currency contracts did not meet the criteria of SFAS
133 to qualify for hedge accounting.
During 2008 and 2007, the Company recorded net losses of $(0.7) million and $(0.5) million, respectively in Other Comprehensive Income
(Loss) related to the change in the fair market value of the derivatives designated as effective cash flow hedges of which net gains of $0.2
million and $0.3 million, respectively, were subsequently reclassified into current earnings during the year. The Company records expense in
Selling and Administration expense related to the change in the time value of the forward contracts, which has been excluded from the
assessment of hedge effectiveness.
At December 31, 2008, the Company had forward contracts to sell foreign currencies with U.S. dollar equivalent value of $22.2 million and
forward contracts to buy foreign currencies with U.S. dollar equivalent value of $7.3 million. The fair value of these forward contracts was
included in Other Current Assets and Accrued Liabilities, respectively, on the accompanying Consolidated Balance Sheet. At December 31,
2007, the Company had no outstanding forward contracts to sell or buy foreign currencies.
The counterparties to the Company’s forwards contracts are major financial institutions. The risk of loss to the Company in the event of
nonperformance by a counterparty is not significant. The Company does not use financial instruments for speculative or trading purposes nor
is the Company a party to leveraged derivatives.
Foreign currency exchange (gains) losses, net of taxes, were $(4.4) million in 2008, $(0.1) million in 2007 and $2.5 million in 2006.
Compensation
The Company is exposed to stock price risk related to its deferred compensation and long-term incentive plans (“plans”) as, for some of
the awards, the underlying liabilities are tied to the Company’s stock price. As the Company’s stock price changes such liabilities are adjusted
and the impact is recorded in the Company’s Consolidated Statement of Income. The Company entered into equity total return swap
agreements with a total notional value of 400,000 shares in order to minimize earnings volatility related to the plans in the fourth quarter of
2008. The Company did not designate the swaps as hedges in accordance with SFAS 133. Rather, the Company marks the swaps to market and
records the impact in Selling and Administration expenses in the Company’s Consolidated Statement of Income. The adjustments to the values
of the swaps offset the adjustments to the carrying values of the Company’s deferred compensation and long-term incentive plan liabilities,
which are also recorded in Selling and Administration expenses, and there is no impact on the Company’s Consolidated Statement of Income.
The counterparty to the agreements is a major financial institution. The agreements will mature in July 2011, at which time cash settlement
will occur. The counterparty can terminate the swap on 200,000 shares if the Company’s stock price falls below $11.37 and it can terminate the
swap on the remaining 200,000 shares if the stock price falls below $11.05. At December 31, 2008, the fair value of the swaps was $0.5 million
and was recorded in Other assets in the Company’s Consolidated Balance Sheet.
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Debt and Interest

In April 2008, the Company entered into interest rate swap agreements with a notional value of $20 million. The swaps effectively convert
the LIBOR based variable rate interest on $20.0 million of debt outstanding under the credit facility (see Note 11) to a fixed rate of 2.72%. The
counterparties to the swap agreements are major financial institutions. The agreements expire in June 2010. In accordance with SFAS 133, the
Company has designated the swap agreements as cash flow hedges of the risk of variability in future interest payments attributable to
changes in the LIBOR rate. Any ineffectiveness for the swap agreements is not material. The swap agreements, which reset quarterly, had an
unrealized loss of $0.4 million at December 31, 2008 and were recorded in Accrued liabilities and Other liabilities, $0.3 million and $0.1 million,
respectively, in the accompanying Consolidated Balance Sheet, with a corresponding increase in Accumulated other comprehensive loss (see
Note 17).
In October 2008, the Company entered into an interest rate swap agreement with a notional value of $30 million. The swap effectively
converts the LIBOR based variable rate interest on an additional $30.0 million of debt outstanding under the credit facility to a fixed rate of
3.18%. The counterparty to the swap agreement is a major financial institution. The agreement expires in January 2012. In accordance with
SFAS 133, the Company has designated the swap agreement as a cash flow hedge of the risk of variability in future interest payments
attributable to changes in the LIBOR rate. Any ineffectiveness for the swap agreement is not material. The swap agreement, which resets
monthly, had an unrealized loss of $1.4 million at December 31, 2008 and was recorded in Accrued liabilities and Other liabilities, $0.4 million
and $1.0 million, respectively, in the accompanying Consolidated Balance Sheet, with a corresponding increase in Accumulated other
comprehensive loss (see Note 17).
14. Income Taxes

Components of Pretax Income from Continuing Operations
($ in m illion s) 2008 2007 2006
Domestic $ 62.0 $ 77.5 $ 39.3
Foreign 13.9 8.6 (6.6)
Pretax income $ 75.9 $ 86.1 $ 32.7
Components of Income Tax Expense from Continuing Operations
($ in m illion s) 2008 2007 2006
Currently payable (receivable):
Federal $ 10.6 $ 14.1 $ 1.7
State (0.3) 2.6 0.7
Foreign 10.4 11.9 6.3
Deferred 18.2 8.2 9.9
Income tax expense $ 38.9 $ 36.8 $ 18.6
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The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory
U.S. federal income tax rate of 35% to the income before taxes.
Effective Tax Rate Reconciliation
2008 2007 2006
Income tax provision (benefit) at U.S. federal income tax rate 35.0% 35.0% 35.0%
Foreign effective tax rate differential (0.7) (0.3) 2.3
State income taxes, net 2.5 4.3 1.9
Additional tax provision on foreign income 2.8 1.6 6.2
Brazil tax holiday (1.3) (2.1) (5.7)
Research and development credit (0.7) (0.5) (0.8)
Tax benefit from U.K. financing (3.4) (2.9) (3.6)
Tax benefit from foreign export sales — — (3.8)
Non-deductible goodwill impairment and restructuring charges 11.4 2.8 25.2
Enacted tax rate change — 1.1 —
Other, net 5.7 3.7 0.2
Effective tax rate 51.3% 42.7% 56.9%
Components of Deferred Tax Assets and Liabilities
($ in m illion s) 2008 2007
Deferred tax assets:
Certain accrued expenses and non-current liabilities $ 30.4 $ 40.5
Net operating losses and other carryforwards 41.2 43.7
Pension liability adjustments 87.8 53.6
Property, plant and equipment 0.4 3.2
Other miscellaneous items 2.6 3.3
Valuation allowance (37.7) (38.4)
Total deferred tax assets 124.7 105.9
Deferred tax liabilities:
Goodwill and other intangibles 30.4 26.9
Other miscellaneous items 13.6 14.2
Total deferred tax liabilities 44.0 41.1
Net deferred tax asset $ 80.7 $ 64.8
($ in m illion s) 2008 2007
Deferred tax asset—current $ 8.5 $ 18.9
Deferred tax asset—non-current 84.7 60.5
Deferred tax liability—current (0.1) (0.1)
Deferred tax liability—non-current (12.4) (14.5)
Net deferred tax asset $ 80.7 $ 64.8
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Unrecognized Tax Benefits

The following table reconciles the total amounts of unrecognized tax benefits at the beginning and end of 2008 and 2007:
($ in m illion s) 2008 2007
Beginning balance, January 1 $ 10.9 $ 22.5
Additions for tax positions of prior years 1.8 0.4
Reductions for tax positions of prior years (0.5) (13.3)
Additions based on tax positions related to the current year 0.5 1.3
Lapse of statute of limitations (0.1) (0.3)
Cumulative translation adjustment — 0.3
Ending balance, December 31 $ 12.6 $ 10.9
The remaining $12.6 million of unrecognized tax benefits will impact the Company’s annual effective tax rate if recognized. The Company
expects to recognize $0.3 million of the remaining $12.6 million of unrecognized tax benefits prior to December 31, 2009 upon the expiration of
the period to assess tax in various state and foreign taxing jurisdictions.
In 2007, the principal reason for the reduction for tax positions of prior years was the recognition of $12.7 million of tax benefits, after the
Company finalized an examination in a foreign jurisdiction. As a result of the recognition of the tax benefits, goodwill was decreased.
The Company’s policy regarding the classification of interest and penalties recognized in accordance with FIN 48 is to classify them as
income tax expense in its financial statements. During both 2008 and 2007, the total amount of interest and penalties recognized in accordance
with FIN 48 as a component of income tax expense was $0.4 million.
The Company is subject to U.S. federal income tax as well as income tax of multiple foreign and state jurisdictions. The Company’s
federal income tax returns for 2005, 2006 and 2007 are currently under examination by the Internal Revenue Service (“IRS”). Although not
currently under examination, the Company’s federal income tax returns for 1999 through 2004 remain open to possible examination and
adjustment by the IRS, however, 1999 through 2004 are only open to the extent of the carryforwards generated in those years. The tax years
2004 through 2007 remain open to examination in both the U.K. and Italy, which are major taxing jurisdictions where the Company is subject to
foreign taxes.
The valuation allowance of $37.7 million, relates to state net operating losses and tax credits, net operating losses and certain tax assets
and other carryforwards of foreign entities for which management believes are not more likely than not to be realized. Included in income tax
expense in 2008 is a $1.4 million increase to the Company’s valuation allowance that was primarily established for net operating loss
carryforwards in the U.K. that we do not expect to use as the Company does not believe that it is more likely than not that the deferred tax
assets will be realized.
A full valuation allowance has not been established because management believes it is more likely than not that the results of future
operations will generate sufficient taxable income to realize the net deferred tax assets. Taxable income is expected to be sufficient to recover
the net benefit within the period in which these remaining differences are expected to reverse, assuming no change to the current tax laws.
The Company has net deferred tax assets of $3.5 million related to state and foreign net operating loss carryforwards with a significant
portion of these carryforwards expiring between 2015 and 2027.
The Company’s effective tax rate was reduced by a regional tax holiday granted to the former Nordesclor business that the Company
acquired at the end of 2005. The holiday will reduce its Brazilian corporate income tax by 75% through 2014 for certain of the Company’s
earnings in Brazil.
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The Company’s effective tax rate has been reduced due to a tax benefit from our U.K financing structure. There has been recently drafted
U.K tax legislation expected to be enacted in 2009. If enacted, this new legislation could limit the tax benefit of the Company’s U.K. financing
structure, thereby increasing the Company’s future effective tax rate.
The Company provides for deferred taxes on temporary differences between the financial statement and tax bases of assets using the
enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse. At December 31, 2008,
the Company’s share of cumulative undistributed earnings of foreign subsidiaries was approximately $221 million. No provision has been made
for U.S. or additional foreign taxes on the undistributed earnings of foreign subsidiaries, except for its Canadian subsidiaries, since the
Company intends to continue to reinvest these earnings. Foreign tax credits would be available to substantially reduce or eliminate any
amount of additional U.S. tax that might be payable on these foreign earnings in the event of distributions or sale.
15. Employee Benefit Plans

Pension Plans and Retirement Benefits
The Company provides a defined benefit pension plan covering most U.S. employees. The Company also maintains two nonqualified
supplemental pension plans. These plans were established to provide additional retirement benefits for certain key employees. The assets of
the Arch plan consist primarily of investments in commingled funds administered by independent investment advisors. The Company’s
policy, in general, is to fund, at a minimum, amounts as are necessary on an actuarial basis to provide assets sufficient to meet the benefits to
be paid to plan members in accordance with the requirements of the Employee Retirement Income Security Act of 1974.
The Company also provides a retiree medical and death benefits plan that covers most domestic employees. The Company is liable for
the payment of all retiree medical and death benefits earned by Company employees prior to and following the Distribution who retire after the
Distribution. This Arch plan is an unfunded plan.
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The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations, fair value of plan assets and
funded status of the Arch retirement plans.
O the r Postre tire m e n t

Pe n sion Be n e fits Be n e fits
($ in m illion s) 2008 2007 2008 2007
Reconciliation of Projected Benefit Obligation:
Projected benefit obligation at beginning of year $ 268.0 $272.2 $ 15.1 $ 16.0
Service cost (benefits earned during the period) 7.3 7.1 0.5 0.5
Interest cost on the projected benefit obligation 17.4 16.2 0.9 0.9
Plan amendments — — — (0.4)
Actuarial loss (gain) 8.4 (18.3) (1.2) (0.7)
Benefits paid (15.1) (9.5) (0.7) (1.2)
Curtailment — 0.3 — —
Projected benefit obligation at end of year $ 286.0 $268.0 $ 14.6 $ 15.1
Reconciliation of Fair Value of Plan Assets:
Fair value of plan assets at beginning of year $ 231.7 $185.4 $ — $ —
Employer contributions 8.3 44.0 0.7 1.2
Benefits paid (15.1) (9.5) (0.7) (1.2)
Actual return on plan assets (net of expenses) (74.6) 11.8 — —
Fair value of plan assets at end of year $ 150.3 $231.7 $ — $ —
Funded Status $(135.7) $(36.3) $ (14.6) $ (15.1)
Items not yet Recognized as a Component of Net Periodic Pension Cost:
Net loss $ 148.7 $ 51.6 $ 1.9 $ 3.2
Prior service credit (0.2) (0.2) (0.8) (1.0)
Total $ 148.5 $ 51.4 $ 1.1 $ 2.2
Amounts Recognized in the Statement of Financial Position Consist of:
Total accrued benefit cost (Accrued Liabilities) $ (0.7) $ (0.6) $ (1.4) $ (1.6)
Total non-current benefit costs (Other Liabilities) (135.0) (35.7) (13.2) (13.5)
Included in Benefits paid in 2008 is $4.5 million related to a lump-sum retirement payment for a former executive.
The following information is required to be separately disclosed for pension plans with an accumulated benefit obligation in excess of
plan assets. The Company’s qualified pension plan has an accumulated benefit obligation in excess of plan assets as of December 31, 2008.
The Company’s nonqualified pension plan is unfunded.
Q u alifie d Pe n sion Plan Non qu alifie d Pe n sion Plan

($ in m illion s) 2008 2007 2008 2007
Accumulated benefit obligation $ 242.9 $ 224.5 $ 18.0 $ 22.2
Projected benefit obligation 265.4 245.1 20.6 22.9
Fair value of plan assets 150.3 231.7 — —
It was the Company’s intention to fund the qualified U.S. plan above the minimum requirements to meet the full funding phase-in
thresholds set forth in the current U.S. pension legislation. In light of the dramatic decline in the qualified plan’s assets in 2008 and based
upon current legislation, the Company no longer expects to meet
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the full funding phase-in threshold for 2009. The Company will evaluate its funding options during the year. The final determination will not be
made until September 2009 and will take into consideration a number of factors including changes in legislation and the macro-economic
environment. The Company is not required to make any U.S. contributions in 2009, but the range of contributions that the Company may
consider will range from zero to an estimate of approximately $50 million. The Company also has payments due under the postretirement
benefit plans. These plans are pay as you go, and therefore not required to be funded in advance. Pension expense in 2009 is expected to be
$3—$4 million higher than 2008.
Benefit costs presented below were determined based on actuarial methods and include the following components:
O the r
Pe n sion Be n e fits Postre tire m e n t Be n e fits
($ in m illion s) 2008 2007 2006 2008 2007 2006
Net Periodic Benefit Expense:
Service cost including expenses (benefits earned during the period) $ 7.9 $ 7.6 $ 7.7 $ 0.5 $ 0.5 $ 0.5
Interest cost on the projected benefit obligation 17.4 16.2 15.2 0.9 0.9 0.9
Expected return on plan assets (19.3) (16.1) (14.6) — — —
Amortization of prior service cost — — — (0.2) (0.3) (0.2)
Curtailment/Settlement 1.3 0.3 — — — —
Recognized actuarial loss 3.3 4.9 5.8 0.1 0.3 0.4
Net periodic benefit cost $ 10.6 $ 12.9 $ 14.1 $ 1.3 $ 1.4 $ 1.6
Included in Restructuring expense in the Company’s 2008 Consolidated Statement of Income is a $1.3 million charge related to a pension
settlement associated with severance recorded in 2007 (see Note 22).
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit expense
during the next fiscal year are as follows:
O the r
Postre tire m e n t
($ in m illion s) Pe n sion Be n e fits Be n e fits
Prior service credit $ — $ (0.2)
Net loss 5.5 0.2
The weighted average assumptions used to determine the benefit obligation for the pension and the postretirement plans at December 31
were:
O the r
2008 2007 2008 2007
Weighted Average Rate Assumptions:
Discount rate 6.50% 6.50% 6.50% 6.50%
Rate of compensation increase 4.60% 4.60% — —
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The weighted average assumptions used to determine the net periodic benefit cost for the years ending December 31 were:
O the r
2008 2007 2006 2008 2007 2006
Discount rate 6.50% 6.00% 5.75% 6.50% 6.00% 5.75%
Rate of compensation increase 4.60% 4.60% 4.60% — — —
Long-term rate of return on assets 8.50% 8.50% 8.50% — — —
For 2008, the Company’s expected long-term rate of return on assets assumption was 8.50%. As defined in FAS 87, this assumption
represents the rate of return on plan assets reflecting the average rate of earnings expected on the funds invested or to be invested to provide
for the benefits included in the benefit obligation. The assumption has been determined by reflecting expectations regarding future rates of
return for the investment portfolio, with consideration given to the distribution of investments by asset class and historical rates of return for
each individual asset class.
The Company’s pension plan asset allocation at December 31, 2008 and 2007 were:
Pe n sion Be n e fits
2008 2007
Asset Category:
Equity 71% 70%
Fixed Income 29% 30%
Total 100% 100%
The Company’s target allocation of the pension plan assets is 70% in equity funds and 30% fixed income funds. The Company’s
investment strategy includes meeting the plan objectives, generating competitive investment returns and investing in a diversified portfolio
consisting of an array of asset classes that attempt to maximize returns while minimizing volatility. These asset classes currently include
U.S. equities, non-U.S equities, fixed income, and in the future may include other asset classes including real estate.
The following table represents the benefits expected to be paid for the Arch retirement plans:
O the r
Postre tire m e n t
($ in m illion s) Pe n sion Be n e fits Be n e fits
2009 $ 12.1 $ 1.4
2010 12.7 1.5
2011 13.5 1.6
2012 14.8 1.6
2013 15.6 1.6
Years 2014 to 2018 93.0 7.8
The expected benefits to be paid are based on the same assumptions used to measure the Company’s benefit obligation at December 31,
2008 and include estimated future employee service.
The annual measurement date is December 31 for the pension benefits and other postretirement benefits. For measurement purposes, the
assumed health care cost trend rate used for pre-65 non-HMO plans and pre-65 HMO plans was 9.50% in 2008 and 2007 decreasing to an
ultimate trend rate of 4.5% in 2015. For non-bargained participants, Arch’s subsidy for pre-65 coverage is limited to $10,000/retiree with all
future cost increases to be paid by the retiree. For post-65 retirees, the Company provides a fixed dollar benefit that is not subject to
escalation.
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The assumed health care cost trend rate assumptions can have an impact on the amounts reported. A one percent increase or decrease
each year in the health care cost trend rate utilized would have the following effects at December 31, 2008:
O n e Pe rce n tage Point

($ in m illion s) Incre ase De cre ase
Effect on the net periodic postretirement benefit costs $ — $ —
Effect on the postretirement benefit obligation 0.2 (0.2)
As part of the acquisition of Hickson, the Company acquired the liability for the Hickson U.K. and the Hickson U.K. Senior Executive
retirement plans. The following tables provide a reconciliation of the changes in the plans’ projected benefit obligations, fair value of plan
assets, funded status, certain assumptions and components of net periodic pension expense of the Hickson U.K. and the Hickson U.K. Senior
Executive retirement plans for the years ended December 31, 2008 and 2007.
($ in m illion s) 2008 2007
Reconciliation of Projected Benefit Obligation:
Projected benefit obligation at beginning of year $ 408.3 $432.1
Service cost (benefits earned during the period) 1.4 2.1
Interest cost on the projected benefit obligation 22.3 22.6
Participant contributions 0.3 0.3
Actuarial gain (28.4) (34.4)
Benefits paid (18.3) (20.0)
Foreign exchange impact (102.0) 5.6
Projected benefit obligation at end of year $ 283.6 $408.3
Reconciliation of Fair Value of Plan Assets:
Fair value of plan assets at beginning of year $ 331.5 $313.4
Employer contributions 17.9 19.6
Benefits paid (18.3) (20.0)
Participant contributions 0.3 0.3
Actual return on plan assets (net of expenses) (36.8) 14.2
Foreign exchange impact (78.9) 4.0
Fair value of plan assets at end of year $ 215.7 $331.5
Funded Status $ (67.9) $(76.8)
Items not yet Recognized as a Component of Net Periodic Pension Cost:
Net loss $ 104.7 $115.2
Amounts Recognized in the Statement of Financial Position Consist of:
Total non-current benefit costs (Other Liabilities) $ (67.9) $(76.8)
The following information is required to be separately disclosed for pension plans with an accumulated benefit obligation in excess of
plan assets. The Company’s Hickson U.K. and the Hickson U.K. Senior Executive plans have an accumulated benefit obligation in excess of
plan assets as of December 31, 2008 and 2007.
Hickson U.K. Hickson U.K. Se n ior

Plan Exe cu tive Plan
($ in m illion s) 2008 2007 2008 2007
Accumulated benefit obligation $271.0 $390.9 $ 10.2 $ 14.1
Projected benefit obligation 273.4 394.2 10.2 14.1
Fair value of plan assets 207.0 319.5 8.7 12.0
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The weighted average assumptions used to determine the benefit obligation for the U.K. pension plans at December 31 were:
2008 2007
Discount rate 6.50% 6.00%
Rate of compensation increase 4.00% 4.50%
The weighted average assumptions used to determine the net periodic benefit cost for the years ending December 31 were:
2008 2007 2006
Discount rate 6.00% 5.25% 5.00%
Rate of compensation increase 4.50% 4.15% 4.05%
Long-term rate of return on assets 6.50% 6.50% 6.50%
For 2008 and 2007, the Company’s expected long-term rate of return on assets assumption was 6.75%, which was reduced by 0.25% to
allow for administration expenses, which have been removed from the service cost. As defined in FAS 87, this assumption represents the rate
of return on plan assets reflecting the average rate of earnings expected on the funds invested or to be invested to provide for the benefits
included in the benefit obligation. The assumption has been determined by reflecting expectations regarding future rates of return for the
investment portfolio, with consideration given to the distribution of investments by asset class and historical rates of return for each
individual asset class.
Benefit costs presented below were determined based on actuarial methods and include the following components:
($ in m illion s) 2008 2007 2006

Net Periodic Benefit Expense:
Service cost (benefits earned during the period) $ 1.4 $ 2.1 $ 1.1
Interest cost on the projected benefit obligation 22.3 22.6 21.3
Expected return on plan assets (19.7) (19.6) (17.0)
Recognized actuarial loss 3.2 5.1 6.1
Net periodic benefit cost $ 7.2 $ 10.2 $ 11.5
The Company’s current policy is to fund, at a minimum, amounts as are necessary to provide assets sufficient to meet the benefits to be
paid to plan members in accordance with statutory requirements. The minimum funding requirements for the Company’s U.K. pension plans
are currently expected to be approximately $15 million to $20 million in 2009. Pension expense in 2009 is expected to be comparable to 2008.
The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit expense
during the next fiscal year are as follows:
($ in m illion s) Pe n sion Be n e fits

Net loss $ 1.9
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The Company’s U.K. pension plan asset allocation at December 31, 2008 and 2007 were:
Hickson U.K. Pe n sion Hickson U.K. Se n ior

Plan Exe cu tive Plan
2008 2007 2008 2007
Asset Category:
Equity Funds 40% 42% 33% 31%
Fixed Income Funds 60% 58% 67% 69%
Total 100% 100% 100% 100%
The target allocation for the pension plan assets is 43% in equity funds and 57% fixed income funds for the Hickson U.K. plan and 32%
in equity funds and 68% fixed income funds for the Hickson U.K. Senior Executive plan. The investment strategy for the plans includes
meeting the plan objectives, generating competitive investment returns and investing in a diversified portfolio consisting of an array of asset
classes that attempts to maximize returns while minimizing volatility. These asset classes currently include a mix of U.K. and non-U.K. equities
and bonds.
The following table represents the benefits expected to be paid for the Hickson U.K. retirement plans:
(£ in m illion s) Pe n sion Be n e fits

2009 £ 8.8
2010 9.0
2011 9.2
2012 9.4
2013 9.9
Years 2014 to 2018 55.4
The expected benefits to be paid are based on the same assumptions used to measure the Company’s benefit obligation at December 31,
2008 and include the impact of estimated future employee service.
As part of the acquisition of Avecia’s pool & spa and protection & hygiene businesses, the Company acquired certain liabilities for prior
service associated with its U.K. defined benefit pension plan. Subsequent to the acquisition, a defined contribution plan was established for
the transferred employees and no further future service benefit will be accrued in the defined benefit plan. As of December 31, 2008 and 2007,
respectively, the projected benefit obligation of the plan was £10.9 million ($16.0 million) and £13.8 million ($27.3 million), the accumulated
benefit obligation was £9.1 million ($13.3 million) and £8.7 million ($17.2 million), net assets of £10.1 million ($14.8 million) and £11.6 million
($22.9 million) and the accrued benefit was £0.8 million ($1.2 million) and £2.2 million ($4.4 million). The assumptions for the valuation are
consistent with that of the Company’s other U.K. plans. During 2008, 2007 and 2006 the Company incurred £0.2 million ($0.4 million),
£0.2 million ($0.5 million) and £0.3 million ($0.6 million), respectively, of net periodic benefit cost related to this plan.
The Company’s other foreign subsidiaries maintain pension and other benefit plans that are consistent with statutory practices and are
not significant to the consolidated financial statements.
Deferred Compensation Plans

The Board of Directors of the Company had previously adopted three deferred compensation plans, namely, the 1999 Stock Plan for Non-
employee Directors (the “Directors Plan”), the Supplemental Contributing Employee Ownership Plan and the Employee Deferral Plan. The non-
employee Directors participate only in the Directors Plan while officers and certain other key employees are eligible to participate in the other
two plans.
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These plans permit or require their participants to defer a portion of their compensation. The participants’ compensation deferrals are adjusted
for changes in value of phantom shares of common stock of the Company and in other phantom investment vehicles. The Company
established a rabbi trust for each of these plans (collectively, the “Rabbi Trust”).
The Company entered into equity total return swap agreements with a total notional value of 400,000 shares in order to minimize earnings
volatility related to the awards in the fourth quarter of 2008. The Company did not designate the swaps as hedges in accordance with SFAS
133. Rather, the Company marks the swaps to market and records the impact in Selling and Administration expenses in the Company’s
Consolidated Statement of Income. The adjustments to the values of the swaps offset the adjustments to the carrying values of the
Company’s deferred compensation liabilities, which are also recorded in Selling and Administration expenses, and there is no impact on the
Company’s Consolidated Statement of Income. See Note 13 for further detail.
The Rabbi Trust invests its assets in shares of Arch common stock, marketable securities and a cash surrender life insurance policy,
which generally are expected to generate returns consistent with those credited to the participants. The assets of the Rabbi Trust are available
to satisfy the claims of the Company’s creditors in the event of bankruptcy or insolvency of the Company. The Company’s stock held in the
Rabbi Trust is treated in a manner similar to treasury stock, with no subsequent changes in fair value and recorded as a reduction of
shareholders’ equity ($1.9 million and $2.4 million at December 31, 2008 and 2007, respectively), with an offsetting amount reflected as a
deferred compensation liability of the Company. The carrying value of the deferred compensation liability related to the Company’s stock is
adjusted to fair market value each reporting period by a charge or credit to operations in Selling and Administration on the Company’s
Consolidated Statements of Income. The other assets of the Rabbi Trust are reported at fair market value in Other Assets in the Consolidated
Balance Sheets ($7.7 million and $9.3 million at December 31, 2008 and 2007, respectively). The deferred compensation liability in Other
Liabilities in the Consolidated Balance Sheets reflects the fair market value of the plan participants’ compensation deferrals ($8.5 million and
$12.9 million at December 31, 2008 and 2007, respectively). Changes in the market value of the marketable securities and the deferred
compensation liability are adjusted to fair market value each reporting period by a charge or credit to operations in Selling and Administration
on the Company’s Consolidated Statements of Income.
Contributing Employee Ownership Plan

Effective March 1, 2001, the Company established the Arch Chemicals, Inc. Contributing Employee Ownership Plan (“Arch CEOP”)
which is a defined contribution plan available to all U.S. employees. As of that date, the Company ended its participation in the Olin
Corporation Contributing Employee Ownership Plan (“Olin CEOP”) and all Company employee balances were transferred to the Arch CEOP.
The matching contribution allocable to Company employees under the Arch CEOP has been included in costs and expenses in the
accompanying Consolidated Statements of Income and was $3.3 million, $3.8 million and $3.3 million in 2008, 2007 and 2006, respectively.
16. Stock Option and Shareholder Rights Plans

Stock Option Plans
The Company accounts for its stock option plans in accordance with SFAS 123(R). SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The four stock-
based compensation plans are described below:
• The 1988 and 1996 Olin Stock Option Plans. At the time of the distribution of the Company from Olin Corporation, outstanding Olin
options were converted into both an option to purchase Company common stock (“Company Options”) and an option to purchase
Olin common stock (“New Olin Options”) with the same aggregate “intrinsic value” at the time of the Distribution as the old award.
The Company is responsible for delivering shares of Company common stock upon exercise of
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Company Options, and Olin is responsible for the delivery of shares of Olin Common stock upon exercise of New Olin Options.
Options granted to such employees under the Olin 1988 Stock Option Plan or the Olin 1996 Stock Option Plan retained the original
term of the option. Options granted to such employees under the Olin 1996 Stock Option Plan, which were not vested at the time of
the Distribution, vested in accordance with their vesting schedule so long as the optionee remained employed at the Company. No
additional Company Options will be granted under the 1988 and 1996 Olin Stock Option Plans.
• 1999 Long Term Incentive Plan seeks to encourage selected salaried employees to acquire a proprietary interest in the Company’s
growth and performance and to attract and retain qualified individuals. The plan provides for the ability to issue stock options,
restricted stock and restricted stock units, and performance awards. The Plan requires that options be granted at an exercise price
representing the fair market value of the common stock on the grant date. In general, the employee options vest and become
exercisable within one to three years and all options are exercisable up to ten years from the date of grant.
• 1999 Stock Plan for Nonemployee Directors, is a directors compensation plan under which stock options and other stock awards
may be granted to nonemployee directors. The Plan requires that options be granted at an exercise price representing the fair market
value of the common stock on the grant date. In general, the directors’ options are exercisable upon grant and all options are
exercisable up to ten years from the date of grant.
At December 31, 2008, total shares authorized for grant under plans established subsequent to the Distribution Date were 2,298,000.
The following table summarizes stock option activity during 2008, 2007 and 2006 (number of options in thousands):
W e ighte d
S tock Ave rage
O ptions Price Ran ge of Price s
Balance, December 31, 2005 1,873 $ 24.80 $ 16.53 – 31.92
Options exercised 492 27.24 17.38 – 31.92
Options cancelled or forfeited 224 28.84 17.38 – 31.92
Balance, December 31, 2006 1,157 22.99 16.53 – 31.92
Balance, December 31, 2007 487 20.91 17.38 – 31.92
Balance, December 31, 2008 323 $ 19.46 $ 17.38 – 23.00
At December 31, 2008 and 2007, options covering 322,631 and 486,972 shares, respectively, were exercisable at weighted average exercise
prices of $19.46 and $20.91, respectively. The average remaining contractual life was approximately two years.
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The following table summarizes information about stock options outstanding at December 31, 2008 (number of options in thousands):
W e ighte d
Ave rage O ption
Exe rcise Price
Ran ge of Nu m be r O u tstan ding Re m aining O u tstan ding
Exe rcise Price s An d Exe rcisable C on tractu al Life an d Exe rcisable
$17.38 – $23.00 323 2 years $ 19.46
The total intrinsic value of stock options exercised during the twelve months ended December 31, 2008 was $1.5 million.
As part of the 1999 Long Term Incentive Plan, the Company currently grants selected executives and other key employees performance
awards whose vesting is contingent upon meeting various performance measures and contains a retention feature. This component of
compensation is designed to encourage the long-term retention of key executives and to tie a major part of executive compensation directly to
Company performance and the long-term enhancement of shareholder value. The award of performance units was designed to recognize and
reward targeted return on equity (“ROE”). The performance awards are earned at the end of the three-year period provided the ROE target is
achieved for that third year. There is an opportunity for accelerated payout of the performance awards if the ROE target is met or exceeded by
the end of the second year after the grant. If the ROE target is not achieved by the end of year three, 50% of the performance awards will be
forfeited and 50% of the performance awards will be paid out as soon as administratively feasible following the end of year six if the executive
is still employed at the Company.
In April 2008, the Company amended certain of its previous grants under the 1999 Long Term Incentive Plan. There were no changes to
the performance targets or the manner in which the awards may be earned. The amended awards call for a portion of the award to be paid out
in shares of the Company stock if the performance targets are met or the retention period satisfied. Previously these awards were settled only
in cash.
The Company accounts for the portion of the award to be settled in shares as an equity-based award in accordance with SFAS 123(R),
which requires share-based compensation cost to be measured at the grant date, based on the fair value of the award. The fair value of the
awards is determined and fixed based on the quoted market value of the Company’s stock on the date of grant or the date the amended awards
are approved. The Company uses the straight-line method to recognize the share-based compensation costs related to the awards over the
remaining service period. As of December 31, 2008, there were 565,000 performance awards granted; of these awards approximately 196,000 will
be paid out in shares of Company stock, if earned. The grant date fair value for the awards to be paid out in shares was $7.1 million.
For the performance awards which are settled in cash, the amount of the payments is based on the market price of the Company’s stock
at the time of settlement. During the service period, compensation cost is recognized proportionately based on the Company’s estimate of
achieving the financial targets. The performance awards are remeasured to reflect the market price of the Company’s stock at each financial
statement date until the award is settled.
The Company entered into equity total return swap agreements with a total notional value of 400,000 shares in order to minimize earnings
volatility related to the awards in the fourth quarter of 2008. The Company did not designate the swaps as hedges in accordance with SFAS
133. Rather, the Company marks the swaps to market and records the impact in Selling and Administration expenses in the Company’s
Consolidated Statement of Income. The adjustments to the values of the swaps offset the adjustments to the carrying values of the
Company’s long-term incentive plan liabilities, which are also recorded in Selling and Administration expenses in the Company’s Consolidated
Statement of Income, and there is no impact on the Company’s Consolidated Statement of Income. See Note 13 for further detail.
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Total compensation expense of $4.7 million, $12.3 million and $6.3 million was recognized for the years ended December 31, 2008, 2007
and 2006, respectively. At December 31, 2008, there was $4.9 million of total unrecognized compensation cost related to the unearned payment
arrangements, which is expected to be recognized over a weighted-average period of two years based on current financial forecasts.
The following table summarizes the performance award activity for the year ended December 31, 2008 (number of awards in thousands):
Pe rform an ce
Awards
Balance, December 31, 2007 843
Awarded 220
Paid out 483
Cancelled or forfeited 15
Balance, December 31, 2008 565
At December 31, 2008 the closing stock price was $26.07. Of the 565,000 performance awards outstanding at December 31, 2008,
approximately 237,000 vested and will be paid out in the first quarter of 2009, as the Company met the performance targets in 2008.
Shareholder Rights Plan

The Board of Directors adopted a Shareholder Rights Plan in 1999. This plan is designed to prevent a potential acquirer from gaining
control of the Company without offering a fair price to all shareholders. Each right entitles a shareholder (other than the potential acquirer) to
buy one one-thousandth share of Series A Participating Cumulative Preferred Stock at a purchase price of $125 per share. The rights are
exercisable only if a person (or group of affiliated persons) acquires more than 15% of the Company’s common stock or if the Board of
Directors so determines following the commencement of a tender or exchange offer to acquire more than 15% of the Company’s common stock.
If any person acquires more than 15% of the Company’s common stock and effects a subsequent merger or combination with the Company,
each right will entitle the holder (other than the acquirer) to purchase stock or other property of the acquirer having a market value of twice the
purchase price. The Company can redeem the rights at one cent per right for a certain period of time. The rights expired on January 29, 2009.
17. Shareholders’ Equity

Common Stock
On February 8, 1999, Olin, the sole shareholder of the Company, distributed (on a 1-for-2 basis) all the issued and outstanding shares of
common stock, par value $1 per share, of the Company, to the shareholders of record of Olin’s common stock as of February 1, 1999, upon
which the Company became a separate, independent company. The total number of shares distributed was approximately 22,980,000.
At December 31, 2008, the Company has reserved 921,554 shares of its authorized but unissued common stock for possible future
issuance in connection with the exercise of stock options, restricted stock, and performance share units.
In 2004, the Company established a Rabbi Trust for several deferred compensation plans (see Note 15 for more information), that permit
or require their participants to defer a portion of their compensation. The Company’s stock held in the Rabbi Trust is treated in a manner
similar to treasury stock, with no subsequent changes in fair value and recorded as a reduction of shareholders’ equity.
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On October 28, 1999, the Company’s Board of Directors approved a stock repurchase program whereby the Company is authorized to
buy back up to 1.2 million shares of its common stock, representing approximately five percent of outstanding shares. The program was
suspended in 2000. In October 2003, the Board of Directors unanimously agreed to continue the previous suspension of its stock repurchase
program. The Company had previously repurchased 893,000 shares of the 1.2 million shares authorized, or approximately 75 percent, at a cost
of approximately $16 million. In connection with the acquisition of the Avecia pool & spa and protection & hygiene businesses, the Company
reissued 744,538 shares with a value of $17.4 million.
Series A Participating Cumulative Preferred Stock

The Company has 40,000 authorized shares of $1 par value Series A Participating Cumulative Preferred Stock, of which none is
outstanding.
Retained Earnings
Retained earnings as of December 31, 2008 and 2007 include earnings (losses) since the Distribution.
Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes cumulative foreign currency translation adjustments, pension liability adjustments, net
of tax and accumulated net unrealized gain (loss) on derivative instruments, net of tax.
Fore ign C h an ge in Fair Accum u late d

C u rre n cy Pe n sion Mark e t Valu e of O the r
Tran slation Liability De rivative C om pre h e n sive
Adjustm e n ts Adjustm e n ts C on tracts Loss
($ in m illion s)
Balance at December 31, 2005 $ (12.6) $ (104.4) $ (0.2) $ (117.2)
2006 activity 40.0 (47.8) 1.0 (6.8)
Balance at December 31, 2006 27.4 (152.2) 0.8 (124.0)
2007 activity 38.2 37.7 (0.8) 75.1
Balance at December 31, 2007 65.6 (114.5) — (48.9)
2008 activity (59.8) (73.6) (1.9) (135.3)
Balance at December 31, 2008 $ 5.8 $ (188.1) $ (1.9) $ (184.2)
Accumulated Net Unrealized Gain (Loss) on Derivative Instruments

Changes in the accumulated net unrealized gain (loss) on derivative instruments for the years ended December 31, 2008 and 2007 are as
follows:
Ye ar En de d
De ce m be r 31,
($ in m illion s) 2008 2007
Beginning balance of accumulated net unrealized gain (loss) on derivative instruments $— $ 0.8
Net loss on cash flow hedges (1.7) (0.5)
Reclassification into earnings (0.2) (0.3)
Ending balance of accumulated net unrealized gain (loss) on derivative instruments $ (1.9) $—
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18. Segment Reporting

The Company has organized its business portfolio into two operating segments to reflect the Company’s business strategy. The two
segments are Treatment Products and Performance Products. The Treatment Products segment includes three reportable business units: the
HTH water products business, the personal care and industrial biocides business and the wood protection and industrial coatings business.
Segment results for the three years ended December 31 were as follows:
($ in m illion s) 2008 2007 2006

Sales:
Treatment Products:
Personal Care and Industrial Biocides 315.6 321.0 288.7
Wood Protection and Industrial Coatings 459.2 449.1 382.1
Total Treatment Products 1,276.4 1,252.9 1,167.4
Performance Products:
Performance Urethanes 197.0 216.8 212.3
Hydrazine 18.7 17.9 23.2
Total Performance Products 215.7 234.7 235.5
Total Sales $1,492.1 $1,487.6 $1,402.9
Segment Operating Income (Loss), including Equity Income in Affiliated Companies:
Treatment Products:
Total Treatment Products 130.4 132.8 91.5
Corporate Unallocated (33.9) (42.4) (34.6)
Total Segment Operating Income, including Equity Income in
Affiliated Companies 113.7 115.8 76.5
Restructuring Expense (1.3) (8.5) —
Impairment Expense (25.8) (7.9) (23.5)
Equity in Earnings of Affiliated Companies (0.4) (0.5) (0.8)
Total Operating Income 86.2 98.9 52.2
Interest expense, net (10.7) (13.3) (20.3)
Total Income from Continuing Operations before Taxes and Equity in Earnings of Affiliated
Companies $ 75.5 $ 85.6 $ 31.9
Equity Income in Affiliated Companies:
Treatment Products:
Wood Protection and Industrial Coatings $ 0.4 $ 0.5 $ 0.8
Total Equity Income in Affiliated Companies $ 0.4 $ 0.5 $ 0.8
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($ in m illion s) 2008 2007 2006

Depreciation Expense:
Treatment Products:
Total Depreciation Expense $ 34.5 $ 34.8 $ 35.4
Amortization Expense:
Treatment Products:
Performance Products 0.2 0.2 0.2
Total Amortization Expense $ 11.0 $ 10.2 $ 8.9
Capital Spending:
Treatment Products:
Performance Products 2.7 3.6 4.2
Total Capital Spending $ 53.3 $ 41.6 $ 26.7
Total Assets:
Treatment Products:
Total Treatment Products 1,035.8 979.5 906.8
Hydrazine 8.3 11.1 10.7
Other 114.3 120.3 157.9
Total Assets $1,232.4 $1,188.2 $ 1,149.6
Investment & Advances—Affiliated Companies at Equity:
Treatment Products:
Wood Protection and Industrial Coatings $ 1.5 $ 1.9 $ 6.8
Total Investment & Advances—Affiliated Companies at Equity $ 1.5 $ 1.9 $ 6.8
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Segment operating income includes the equity in earnings of affiliated companies and excludes restructuring (income) expense and
impairment expense, if any. The Company includes the equity income (loss) of affiliates in its segment operating results as it believes it to be
relevant and useful information for investors as these affiliates are the means by which certain segments participate in certain geographic
regions. Furthermore, the Company includes equity income (loss) as a component of segment operating results because the Company includes
it to measure the performance of the segment. Other (gains) and losses that are directly related to the segments are included in segment
operating results. Included in the hydrazine operating results for 2008 and 2007 are gains of $0.4 million and $12.8 million, respectively, related
to the completion of a U.S. Government contract (see Note 21 for more information), which are recorded in Other (gains) and losses in the
Company’s statements of income. The Company believes the exclusion of restructuring and impairment expenses from segment operating
income provides additional perspective on the Company’s underlying business trends and provides useful information to investors by
excluding amounts from the Company’s results that the Company believes are not indicative of ongoing operating results. Cost of Goods Sold
for 2007 includes a $0.4 million charge related to the disposal of inventory resulting from the Company’s decision to discontinue the
manufacturing of its BIT molecule. This charge has been excluded from the operating income of personal care and industrial biocides in the
table above and the charge has been included in restructuring expense (see Note 22 for more information). Included in the HTH water products
operating income for 2008 is a benefit of $11.5 million related to the favorable antidumping duty ruling for the review period of June 1, 2006
through May 31, 2007 (see Note 20 for more information). Included in the HTH water products operating income for 2007 is a benefit of
approximately $14 million and included in corporate unallocated is an expense of approximately $3 million related to the favorable antidumping
duty ruling for the review period of December 16, 2004 through May 31, 2006 (see Note 20 for more information).
Segment assets include only those assets that are directly identifiable to a segment and do not include such items as cash, certain
deferred taxes, LIFO reserves, assets held for sale, and certain other assets. Sales by reportable business unit substantially represent sales for
the major product lines of the Company.
Geographic area information for the periods ended December 31, were as follows:
($ in m illion s) 2008 2007 2006

Sales
United States $ 702.2 $ 740.9 $ 732.8
Europe, Africa and the Middle East 473.0 466.6 423.9
Latin America and Canada 162.2 146.1 141.8
Pacific Rim 154.7 134.0 104.4
Total Foreign Sales 789.9 746.7 670.1
Total Sales $1,492.1 $1,487.6 $ 1,402.9
Long-lived Assets (excludes Goodwill)
United States $ 263.9 $ 172.9 $ 189.4
Italy 49.6 52.5 48.7
England 103.0 136.8 145.4
Europe (remaining), Africa and the Middle East 19.2 19.9 18.6
Latin America and Canada 16.8 22.0 19.6
Pacific Rim 53.6 24.1 14.0
Total Foreign Long-lived Assets 242.2 255.3 246.3
Total Long-lived Assets $ 506.1 $ 428.2 $ 435.7
Sales to external customers are attributed to geographic areas based on country of destination. Transfers between geographic areas are
priced generally at prevailing market prices. Export sales from the United States to unaffiliated customers were $99.8 million, $119.0 million and
$119.9 million in 2008, 2007 and 2006, respectively.
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19. Acquisitions
Advantis
On October 10, 2008 the Company completed the acquisition of the water treatment chemicals business of Advantis, a North American
manufacturer and marketer of branded swimming pool, spa and surface water treatment chemicals. The acquisition expands and improves the
Company’s participation in the specialty pool and spa dealer and distribution channels as well as adding products and technologies that
complement its existing product portfolio and supports its strategy of growing the non-residential water business. The purchase price was
$125.0 million, free of debt and inclusive of expenses paid, and a final post-closing working capital adjustment of $0.3 million, which was
received by the Company in the first quarter of 2009. The acquisition was financed by borrowings from the Company’s existing credit facility.
During 2008 the Company performed a preliminary purchase price allocation related to the acquisition, which resulted in the recording of
$42.6 million of tax-deductible goodwill and $62.2 million of identifiable intangible assets. Of the $62.2 million of acquired intangible assets,
$29.9 million was assigned to customer lists (10-year life) and $22.5 million was assigned to trademarks, which are not subject to amortization as
they have indefinite lives. The remaining $9.8 million of acquired intangible assets include a non-compete agreement of $3.7 million (7-year life),
a license arrangement of $3.4 million (9-year life) and developed technology of $2.7 million (9-year life). Excluding the trademarks, which are not
subject to amortization, the intangible assets have a weighted-average useful life of approximately 10 years. The Company is in the process of
finalizing third party valuations of certain intangible assets and, thus, the allocation of the purchase price is preliminary and is subject to
refinement.
The supplemental cash flow information of the business acquired is as follows:
($ in m illion s)
Working Capital $ 16.4
Property, plant and equipment, net 3.8
Intangible assets 62.2
Goodwill. 42.6
Cash paid $125.0
Supplemental Pro Forma Information (Unaudited)

The table below presents unaudited pro forma financial information in connection with the Advantis acquisition as if it had occurred on
January 1, 2007 and 2008. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily
indicative of the operating results or financial position that would have occurred if the acquisition had been completed at the dates indicated.
The unaudited pro forma information reflects pro forma adjustments which are based upon currently available information and certain
estimates and assumptions, and therefore the actual results may differ from the pro forma results. However, management believes that the
assumptions provide a reasonable basis for presenting the significant effects of the transaction, and that the pro forma adjustments give
appropriate effect to those assumptions and are properly applied in the pro forma financial information. The information does not necessarily
indicate the future operating results or financial position of the Company. The Advantis business is seasonal in nature as its products are
primarily used in the U.S. residential pool, spa and surface water treatment markets.
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The impact of any revenue and cost synergies that may result from the acquisition are not included in the pro forma results.
Twe lve Mon ths En de d

De ce m be r 31,
($ in m illion s, e xce pt pe r sh are am ou n ts) 2008 2007
Sales $1,547.0 $ 1,558.8
Income from continuing operations $ 35.6 $ 48.9
Net Income $ 35.6 $ 34.9
Basic income per common share
Continuing operations. $ 1.43 $ 1.99
Net Income. $ 1.43 $ 1.42
Diluted income per common share
Continuing operations. $ 1.43 $ 1.98
Net Income. $ 1.43 $ 1.41
KAWP
On July 5, 2007, the Company completed the acquisition of the remaining 51 percent share of its Australian joint venture, KAWP. KAWP
produces and markets a full line of wood preservative products tailored for the wood processing and forestry industries in Australia, New
Zealand, South Africa, Asia and the Pacific Islands.
The purchase price was $19.0 million, consisting of a cash payment of $15.5 million and the assumption of 51 percent of the joint venture
net debt of $6.8 million. Additionally, the purchase agreement included a working capital adjustment. The purchase price, net of the working
capital adjustment, was paid during 2007. The acquisition was financed from available cash.
Annual sales for KAWP for the years ended December 31, 2007 and 2006 were $62.2 million and $54.1 million, respectively. Net income
for the years ended December 31, 2007 and 2006 was $1.7 million and $1.2 million, respectively. Prior to the acquisition, the Company recorded
its proportionate share of the results of operations of this joint venture as a component of Equity in Earnings of Affiliated Companies in the
Consolidated Income Statement. As of July 5, 2007, the Company has consolidated the balance sheet and effectively eliminated the investment
of the affiliated company from its consolidated balance sheet.
During 2008, the Company completed its purchase price allocation related to the acquisition of KAWP, which primarily resulted in the
recording of $8.5 million of identifiable intangible assets, $2.4 million of contingent liabilities and an $0.8 million increase in the value of
property, plant and equipment. These assets have been reclassified from the original goodwill balance. Of the $8.5 million of acquired
intangible assets, $4.2 million was assigned to trademarks, which are not subject to amortization as they have indefinite lives. The remaining
$4.3 million of acquired intangible assets include customer lists of $4.1 million (15-year life) and non-compete agreements of $0.2 million (3-year
life).
The supplemental cash flow information, which includes the final working capital adjustment, of the business acquired is as follows:
($ in m illion s)
Working Capital (including cash) $ 12.1
Property, plant and equipment, net 4.1
Intangible assets 8.5
Goodwill. 6.9
Non-Current Assets and Liabilities (including debt). (10.5)
Investment & Advances—Affiliated Companies at Equity. (5.6)
Cash paid $ 15.5
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Nordesclor
On December 28, 2005, the Company completed the acquisition of the remaining 50 percent share of its HTH water products joint
venture, Nordesclor. The total purchase price, net of cash received, was $16.8 million, inclusive of expenses paid and a working capital
adjustment, which was paid in 2006. The purchase price was further subject to a contingent payment based on cumulative earnings over the
next year. During 2007, the Company made the first installment of the contingent payment of $0.3 million. During 2008, the Company made the
final installment of the contingent payment of $0.2 million. The acquisition was financed through local borrowings and available cash.
20. Commitments and Contingencies

Leases
The Company leases certain properties, such as manufacturing, warehousing and office space and data processing and office equipment.
Leases covering these properties may contain escalation clauses based on increased costs of the lessor, primarily property taxes, maintenance
and insurance and have renewal or purchase options. Total rent expense charged to operations amounted to $18.0 million in 2008, $15.8 million
in 2007 and $15.3 million in 2006 (sublease income and contingent rent expense is not significant).
Future minimum rent payments under operating leases having initial or remaining noncancelable lease terms in excess of one year at
December 31, 2008 are as follows: $12.2 million in 2009; $9.5 million in 2010; $8.6 million in 2011; $5.9 million in 2012; $5.5 million in 2013 and $8.7
million thereafter.
Litigation
There are a variety of non-environmental legal proceedings pending or threatened against the Company.
In May 2005, the U.S. Department of Commerce (“DOC”) assessed antidumping duties ranging from approximately 76% to 286% against
Chinese producers of chlorinated isocyanurates (“isos”). The Company’s primary Chinese supplier of isos was subject to the 76% rate. As a
result, upon importing isos from this supplier, the Company made cash deposits at the rate of 76% of the value of the imported product. At the
request of the U.S. isos producers and the Company’s supplier, the DOC conducted a review of the duty rate for the period of December 16,
2004 to May 31, 2006. Upon conclusion of its review, the DOC determined that the rate should be reduced to approximately 20%. As a result of
the final determination and the revised rate, the Company recorded a net pre-tax benefit of $12.1 million in the fourth quarter of 2007. The net
cash proceeds related to the ruling are expected to be approximately $11 million. The DOC’s determination was appealed to the Court of
International Trade (“CIT”) which has delayed the processing of the full refund the Company was expecting to receive. In addition, this appeal
may result in a change in the antidumping duty rate for this review period, although the Company does not expect that the resolution of this
matter will have a material adverse effect on the Company.
At the request of the Company’s supplier, the DOC also initiated an administrative review to determine the final rate for the period of
June 1, 2006 through May 31, 2007, during which time the 76% rate also applied. The DOC has determined that the final rate for the Company’s
supplier for this period should be reduced from 76% to less than 1%. As a result, the Company recorded a net pre-tax benefit of $12.7 million in
the third quarter of 2008 (which included $1.2 million of interest income). An appeal is pending with the CIT contesting the DOC’s
determination. The appeal will likely delay the cash refund of the duty to the Company until the appeal is completed and may change the duty
rate for this review period. The Company does not expect that the resolution of this matter will have a material adverse effect on the Company.
Based upon the final determination for the period of June 1, 2006 through May 31, 2007, the Company has begun paying cash deposits
for future imports at a rate of approximately 1%.
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In April 2005 and following a governmental investigation, when the Company indirectly owned a 49% interest in Koppers Arch Wood
Protection (NZ) Limited (“KANZ”), a New Zealand company, KANZ was named as a defendant in a civil suit filed by the New Zealand
Commerce Commission (“NZCC”) regarding competitive practices in the wood preservatives industry. In 2006, the suit was settled with the
NZCC for the payment of NZ $3.7 million ($2.2 million). In a similar investigation, KAWP was granted immunity for cartel conduct under a
leniency program from the Australian Competition and Consumer Commission (“ACCC”) in 2005 subject to certain conditions. In August 2008,
the ACCC advised KAWP that its investigation had been completed, that the conditions had been met, and that the grant of immunity was
now unconditional. In January 2007, a competitor company in New Zealand filed a complaint in the High Court of New Zealand against KANZ,
Koppers Arch Investments Pty Limited (“KAIP”), certain officers and employees thereof, and several other companies and individuals
unrelated to the Company. The complaint alleged, among other things, that the plaintiff suffered damages as a result of the defendants’
violations of New Zealand’s anti-competition laws. During 2008 the parties involved settled the matter and the case was dismissed. KANZ
contributed NZ$0.2 million ($0.2 million) to the settlement, which is net of insurance proceeds and the indemnification described below. This
settlement did not have a material effect on the Company’s cash flow and did not have an effect on its results of operations.
On July 5, 2007, KANZ, KAIP and KAWP became the Company’s wholly-owned indirect subsidiaries as a result of the acquisition of the
Company’s joint venture partner’s ownership interests. In connection with that acquisition, our joint venture partner agreed to indemnify the
Company up to $19 million for 51 percent of any losses arising out of the competitor’s claims and any third party claims instituted within the
two years following the closing that are based on substantially the same facts that are the subject of the NZCC and ACCC investigations.
The Company does not expect additional litigation regarding these Australian and New Zealand matters. If any should occur, the
Company does not expect them to have a material adverse effect on the Company’s results of operations and cash flow.
In 2003, the exclusive licensee of a (now expired) French patent relating to certain pool cleaning devices brought a patent infringement
lawsuit in France against a pool cleaning device manufacturer. Arch Water Products France (“AWP”), the Company’s French subsidiary
which sold some of the manufacturer’s devices, was also named a defendant in the lawsuit. In 2005, the French court found that certain
devices sold by AWP and the manufacturer infringed the licensee’s patent and awarded €0.2 million (approximately $0.3 million) as a
preliminary amount of damages against AWP and the manufacturer, jointly and severally, and appointed an expert to investigate and report as
to the extent of the actual damages. AWP paid the €0.2 million (approximately $0.3 million) award plus interest, and was reimbursed by the
manufacturer. During 2008, the finding of infringement was affirmed on appeal. The plaintiff claims its damages to be approximately €7.8 million
(approximately $11.0 million) and AWP asserts that if there were patent infringement, its share of any damages should be less than €1.0 million
(approximately $1.4 million). In December 2008, AWP was advised that the plaintiff and the manufacturer had settled the case, including the
claims asserted therein against AWP, for an undisclosed amount, and with no contribution from AWP. The lawsuit was subsequently
dismissed.
Along with its primary Comprehensive General Liability (“CGL”) insurer Arch Coatings France S.A. (“ACF”), a subsidiary of the
Company, is a defendant in a lawsuit filed in France by a builder of pleasure boats. The suit alleges that the formulation of certain varnish
coatings previously supplied by ACF for application to interior woodwork on approximately 5,200 boats made by plaintiff was defective in
that, under certain conditions, the varnish will bubble and peel. At the end of 2008, the plaintiff claimed that about 490 boats had manifested
the problem, and that it had expended €3.6 million (approximately $5.1 million) to repair 425 of those boats. In August 2008, ACF was advised
by its primary CGL insurer that it was denying coverage for this loss. The Company has advised the insurer that it disagrees with its position
and is currently evaluating its options. At December 31, 2008, ACF had €0.8 million (approximately $1.1 million) accrued for this matter. An
unfavorable outcome related to this matter could have a material impact on the Company’s results of operations and cash flows.
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In Brazil, the Company uses a third-party agent to process and pay certain state import duties. The Company was notified of claims for
unpaid state import duties, including interest and potential penalties. Some of the claims were settled. During the fourth quarter of 2008, the
statute of limitations expired on the remaining claims. The Company reversed all liabilities that were previously recorded related to the claims
and recorded a gain of $1.4 million in Other (gains) and losses in the Company’s 2008 Consolidated Statement of Income.
In December 2007, as a result of an income tax audit of Nordesclor, the Company was notified by the Brazilian tax authorities that the
Company would be assessed R$4.9 million (approximately $2.1 million) for alleged tax deficiencies related to the 2002 tax year. In accordance
with the purchase agreement that was signed in conjunction with the acquisition of Nordesclor, our former joint venture partner is responsible
for approximately 50% of this assessment. The Company believes the deficiency notice is without merit and, in January 2008, the Company
protested the assessment. The Company believes the resolution of this case is not likely to have a material adverse effect on its consolidated
financial condition, cash flow or results of operations.
The Company is being sued by the current owner of a former Hickson site in Italy for environmental contaminants on that site. The
owner is seeking compensation of €2.2 million (approximately $3.1 million) for the remediation of the site. The matter is currently within the
Italian court system. The Company has worked with the local authorities to resolve any risk based remediation issues at the site. Remediation
actions were completed in 2008, and the Company believes that it has no further obligation at the site.
There are fewer than ten CCA-related personal injury lawsuits in which the Company and/or one or more of the Company’s subsidiaries
is named a defendant. Individuals in these lawsuits allege injury occurred as a result of exposure to CCA-treated wood. The Company has no
CCA-related purported class action lawsuits pending against it, those lawsuits having been dismissed or otherwise resolved in prior years.
The Company does not believe the resolution of these pending cases is likely to have a material adverse effect on its consolidated financial
condition, cash flow or results of operations.
There are a variety of non-environmental legal proceedings pending or threatened against the Company. Those matters that are probable
have been accrued for in the accompanying Consolidated Financial Statements. Any contingent amounts in excess of amounts accrued are not
expected to have a material adverse effect on results of operations, financial position or liquidity of the Company.
Environmental
Olin and the Company have entered into an agreement, which specifies that the Company is only responsible for certain environmental
liabilities at the Company’s then current operating plant sites and certain offsite locations. Olin retained the liability for all former Olin plant
sites and former waste disposal sites. The Company has also become subject to environmental exposures and potential liabilities in the U.S.
and abroad with respect to the businesses it purchased. In connection with the acquisition of Hickson, the Company acquired certain
environmental exposures and potential liabilities of current and past operation sites which have been accrued for in the accompanying
consolidated financial statements. In connection with the acquisition of KAWP, the Company acquired certain environmental contingencies at
current operating sites. As a result of the KAWP acquisition, the Company’s environmental liabilities increased by approximately $2 million.
In connection with the disposition of the majority of the microelectronic materials business on November 30, 2004, the Company
provided indemnification for potential environmental liabilities. For identified environmental liabilities as of the transaction date, there is no
limit to the liability retained by the Company. The Company estimates such potential liability to be less than $1.0 million. For other pre-closing
environmental liabilities the purchaser will be liable for the first $3.0 million of any such liabilities and the parties will share equally the next
$6.0 million of any such liabilities with the Company’s total exposure thus limited to $3.0 million over a five-year period from the closing date.
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In connection with the disposition of the sulfuric acid business on July 2, 2003, the Company provided environmental covenants to the
purchaser in which the Company is solely liable for the costs of any environmental claim for remediation of any hazardous substances that
were generated, managed, treated, stored or disposed of prior to the closing date of the sale. The Company will be released, under the sales
agreement, from its obligation, which cannot exceed $22.5 million, 20 years from the closing date.
As part of the Hickson organics disposition in August 2003, the Company continues to be responsible for known environmental matters
at the Castleford, England site. Such matters have previously been accrued for in its environmental reserve included in the consolidated
financial statements. Additionally, regarding any unknown environmental matters that are identified subsequent to the sale, the Company has
agreed to share responsibility with the purchaser over a seven-year period, with the Company’s share decreasing to zero over the seven-year
period. The Company’s maximum aggregate liability for such unknown environmental matters is £5.0 million. However, in September 2005, the
purchaser went into liquidation and is highly unlikely to be able to honor its environmental indemnification commitments to the Company. The
Company does not believe there has been any change in its environmental exposure at the site.
The Company does not anticipate any material exposure related to the environmental indemnifications for the microelectronic materials,
the sulfuric acid and the Hickson organics dispositions. The Company has estimated that the fair value of any such additional exposure would
be immaterial.
The Company’s Consolidated Balance Sheets included liabilities for future environmental expenditures to investigate and remediate
known sites amounting to $7.1 million and $6.5 million at December 31, 2008 and 2007, respectively. The Company’s estimated environmental
liability relates to 14 sites, seven of which are in the United States and none of which are on the U.S. National Priority List. These amounts did
not take into account any discounting of future expenditures, any consideration of insurance recoveries or any advances in technology.
These liabilities are reassessed periodically to determine if environmental circumstances have changed or if the costs of remediation efforts
can be better estimated. As a result of these reassessments, future charges to income may be made for additional liabilities.
resulting from investigatory studies and remedial activities, advances in technology, changes in environmental laws and regulations and their
application, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of
other potentially responsible parties and the Company’s ability to obtain contributions from other parties and the lengthy time periods over
which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be
resolved unfavorably against the Company. At December 31, 2008, the Company had estimated additional contingent environmental liabilities
of approximately $8 million.
21. U.S. Government Contract

On March 29, 2005, the Company was notified by the U.S. Defense Energy Support Center (“DESC”) that it had been awarded a 20-year
hydrazine propellant supply contract for approximately $149 million for the production, storage, distribution and handling of hydrazine
propellants for the U.S. Government. The Company began receiving monthly maintenance fee payments in the first quarter of 2006. Production
is scheduled to begin in 2010.
In 2008, 2007 and 2006, the Company’s Performance Products segment sales include $7.4 million, $7.9 million, $11.4 million, respectively,
related to these agreements.
The Company’s previous supply contract included a storage and distribution services agreement with the U.S. Government. At the
completion of the contract, there was a final payment due of $13.4 million from the U.S. Government upon non-renewal. In the first quarter of
2007, the Company began the shutdown of the site and the necessary decommission, demolition and severance and recorded an estimated
liability for these costs of
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$0.6 million. As a result, the Company recorded the gain, net of expenses, of $12.8 million as a component of Other (gains) and losses in the
Company’s 2007 Consolidated Statement of Income. During 2008 the Company completed the shutdown of the site and as a result recorded a
$0.4 million gain in Other (gains) and losses from a revised estimate of the total shutdown costs.
22. Restructuring and Other (Gains) and Losses

Restructuring
Included in Restructuring expense during 2008 is a $1.3 million cash charge related to a pension settlement associated with executive
severance recorded in 2007. The Company recorded a charge of approximately $0.9 million related to this severance in 2007.
On April 30, 2007, the Company decided to discontinue the manufacturing of its BIT molecule and begin sourcing from third-party
suppliers in an effort to reduce the overall cost of certain of its products in the industrial biocides business. The Company continued to
produce formulations containing BIT in both the United States and England for global end-market uses. As a result of this decision, the
Company closed its Seal Sands, England manufacturing location and downsized manufacturing at its Huddersfield, England location. This
resulted in the termination of approximately 40 employees as well as termination of several service agreements. During 2007, the Company
recorded a pre-tax charge of $16.4 million. $0.4 million of the pre-tax charge relates to inventory disposal costs and is included in Cost of goods
sold in the accompanying Consolidated Statements of Income. The charge during 2007 included a non-cash portion which was associated with
the impairment of the manufacturing assets. At December 31, 2008, the Company had a liability of $0.4 million recorded on its Consolidated
Balance Sheet related to this restructuring.
The following table summarizes the activity related to the restructuring costs:
S e ve ran ce Asse t O the r

($ in m illion s) C osts W rite -down s C osts Total
Provision $ 4.9 $ 7.9 $ 3.6 $16.4
Payments (4.6) — (2.0) (6.6)
Utilized — (7.9) (0.5) (8.4)
Balance at December 31, 2007 0.3 — 1.1 1.4
Payments (0.3) — (0.5) (0.8)
Foreign Exchange — — (0.2) (0.2)
Balance at December 31, 2008 $ — $ — $ 0.4 $ 0.4
Other (Gains) and Losses

Other (gains) and losses in 2008 is principally comprised of a reversal of penalties and interest related to a Brazilian state import tax claim
recorded in 2004 of $1.4 million due to the expiration of the statute of limitations.
Other (gains) and losses in 2007 primarily represents a gain for the completion of a contract with the U.S. Government of $13.4 million
(see Note 21), offset by estimated shutdown costs of $0.6 million. During 2008 the Company changed its estimate of the total shutdown costs
and recorded a $0.4 million gain in Other (gains) and losses.
Other (gains) and losses in 2006 includes pre-tax gains from the sale of excess land of $0.8 million, the sale of certain assets in Brazil of
$0.4 million and $1.2 million from the sale of an investment in an industrial coatings business.
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23. Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS 157 for all financial instruments and for non-financial instruments that are
recognized or disclosed in the financial statements at fair value on a recurring basis. SFAS 157 establishes a new framework for measuring fair
value and expands related disclosures. The SFAS 157 framework requires fair value to be determined based on the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants.
The valuation techniques required by SFAS 157 are based upon observable and unobservable inputs. Observable inputs reflect market
data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs
create the following fair value hierarchy:
• Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets that the Company has the ability to access
at the measurement date.
• Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active; and inputs other than quoted prices that are observable for the asset or liability, including interest
rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through
correlation.
• Level 3 – Significant inputs to the valuation model are unobservable and are primarily based on internally derived assumptions
surrounding the timing and amount of expected cash flows.
The following section describes the valuation methodologies the Company uses to measure different assets and liabilities at fair value.
Rabbi Trust and Deferred Compensation Liability

All investments in the Company’s Rabbi Trust are recorded at fair value, except for the Company’s common stock, which is recorded at
cost. Additionally, the related deferred compensation liability is recorded at fair value. The Company uses market prices to determine the fair
values of these investments and the deferred compensation liability. The investments and the deferred compensation liability are included in
Level 1.
Derivatives
At December 31, 2008, the Company had foreign currency forward contracts, interest rate swaps and equity total return swaps recorded
at fair value. The fair value for the foreign currency forward contracts uses prices from active over-the-counter markets. The interest rate swap
agreements are valued using models which are based on market observable inputs, including yield curves. The Company’s equity total return
swap agreements are also valued using models which are based on market observable inputs. All derivatives are included in Level 2.
The following table displays, by level, the fair values of each of the Company’s assets and liabilities that are measured at fair value on a
recurring basis and that are subject to the disclosure requirements of SFAS 157 at December 31, 2008:
($ in m illion s) Le ve l 1 Le ve l 2 Le ve l 3 Total
Assets
Investments in the Rabbi Trust which are recorded at fair value $ 7.7 $ — $ — $ 7.7
Derivatives — 0.6 — 0.6
Total Assets $ 7.7 $ 0.6 $ — $ 8.3
Liabilities
Deferred Compensation $ 8.5 $ — $ — $ 8.5
Derivatives — 2.8 — 2.8
Total Liabilities $ 8.5 $ 2.8 $ — $11.3
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24. Quarterly Financial Data (Unaudited)
($ in m illion s, e xce pt pe r sh are am ou n ts) First S e con d Th ird Fourth

2008 Q u arte r Q u arte r Q u arte r Q u arte r Ye ar
Sales $ 347.1 $ 469.6 $ 367.9 $ 307.5 $1,492.1
Gross margin 93.7 136.7 109.2 89.2 428.8
Net income (loss) (a) 5.7 33.2 17.0 (18.9) 37.0
Diluted income (loss) per share from continuing operations 0.23 1.33 0.68 (0.75) 1.49
Diluted income (loss) per share 0.23 1.33 0.68 (0.75) 1.49
Stock market price:
High 38.55 40.75 43.01 35.65 43.01
Low 30.35 32.63 29.47 20.54 20.54
Close (at end of quarter) 37.26 33.15 35.30 26.07 26.07
Common dividend paid per share 0.20 0.20 0.20 0.20 0.80
First S e con d Th ird Fourth

2007 Q u arte r Q u arte r Q u arte r Q u arte r Ye ar
Sales $ 317.4 $ 449.5 $ 376.5 $ 344.2 $1,487.6
Gross margin (b) 90.9 136.1 103.2 101.7 431.9
Net income (loss) (b) 14.6 22.8 (12.6) 10.5 35.3
Diluted income per share from continuing operations 0.58 0.91 0.09 0.42 2.00
Diluted income (loss) per share 0.60 0.93 (0.51) 0.42 1.43
Stock market price:
High 34.80 35.99 48.02 48.00 48.02
Low 29.29 30.11 32.99 36.11 29.29
Close (at end of quarter) 31.22 35.14 46.88 36.75 36.75
Common dividend paid per share 0.20 0.20 0.20 0.20 0.80
(a) Net income in the fourth quarter of 2008 includes the $24.6 million impairment to the industrial coatings goodwill.
(b) Gross margin and pre-tax income in the fourth quarter of 2007 include benefits of $16.9 million and $12.1 million ($7.4 million net of tax),
respectively, related to an antidumping ruling which impacted purchases made by the Company from December 2004 to May 2006 (see
Note 20 for more information).
25. Subsequent Event

On February 13, 2009, the Company entered into an unsecured $100 million credit agreement with a number of banks. See Note 11 for
more information.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
Item 9A. Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the
participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (“Exchange Act”). Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of the
end of such period such disclosure controls and procedures were effective to provide reasonable assurance that they were reasonably
designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act (i) is
recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange
Commission and (ii) is accumulated and communicated to its management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated
under the Exchange Act) during the fourth quarter of 2008 that materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
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MANAGEMENT REPORT
Management is responsible for the preparation and integrity of the Consolidated Financial Statements appearing in this Annual Report.
The Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States and
include amounts based on management’s estimates and judgments.
Management is also responsible for establishing and maintaining an adequate system of internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-l5(f) promulgated under the Securities Exchange Act of 1934. We maintain a system of internal controls that
is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the Consolidated Financial Statements
in accordance with generally accepted accounting principles, as well as to safeguard assets from unauthorized use or disposition.
Our control environment is the foundation for our system of internal control over financial reporting and is embodied in our Code of
Conduct. Our internal control over financial reporting includes written policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles;
• provide reasonable assurance that receipts and expenditures of the Company are made in accordance with the appropriate
authorization of management and the directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets
that could have a material effect on the consolidated financial statements. Internal control over financial reporting includes the
controls themselves, monitoring and internal auditing practices and remedial actions to correct deficiencies as they are identified.
Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008.
Management based such assessment upon the criteria set forth in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Although there are
inherent limitations in the effectiveness of any system of internal controls over financial reporting, based on our evaluation, we have
concluded that our internal controls over financial reporting were effective as of December 31, 2008.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Report
and, as part of their audit, has issued their report, included herein in Item 8, on the effectiveness of our internal control over financial reporting.
Michael E. Campbell Steven C. Giuliano

Chairman of the Board, President and Vice President and
Chief Executive Officer Chief Financial Officer
Item 9B. Other Information

Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance

The information relating to the members of our Board of Directors under the heading “Who are the persons nominated by the Board in
this election to serve as directors?” and “Who are the other remaining directors and when are their terms scheduled to end?” in the section
entitled “Item 1—Election of Directors” in the Proxy Statement relating to the Company’s 2009 Annual Meeting of Shareholders (the “Proxy
Statement”) is incorporated by reference into this Report. See also the list of executive officers following Item 4 of this Report. The information
regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, under the heading “Section 16(a) Beneficial
Ownership Reporting Compliance” in the section entitled “Security Ownership of Directors and Officers” in the Proxy Statement is
incorporated by reference into this Report. The information under the heading “Has the Company adopted a Code of Ethics and a policy
regarding approval of related party transactions?” in the section entitled “Additional Information Regarding the Board of Directors” in the
Proxy Statement is incorporated by reference into this Report. The information under “Audit Committee” and “Committee Charters” under the
heading “What are the committees of the Board” in the section entitled “Additional Information Regarding the Board of Directors” in the
Proxy Statement is incorporated by reference into this Report.
Item 11. Executive Compensation

The information in the sections entitled “Executive Compensation,” including the Compensation Committee Report, and “Director
Compensation” in the Proxy Statement is incorporated by reference into this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information concerning holdings of Company stock by certain beneficial owners contained in the section entitled “Certain Beneficial
Owners” in the Proxy Statement and the information concerning beneficial ownership of the Company’s common stock by directors and
officers of the Company in the section entitled “Security Ownership of Directors and Officers” in the Proxy Statement are incorporated by
reference into this Report.
Equity Compensation Plan Information as of December 31, 2008
Nu m be r of se cu ritie s
re m aining available for
Nu m be r of se cu ritie s to W e ighte d-ave rage future issu an ce u n de r e qu ity
be issu e d u pon e xe rcise e xe rcise price of com pe n sation plan s
of ou tstan ding option s, ou tstan ding option s, (e xcluding se cu ritie s
Plan cate gory warran ts and righ ts warran ts and righ ts re fle cte d in colum n (a)) (1)
(a) (b) (c)
Equity compensation plans
approved by security holders 322,631 $ 19.46 634,586
Equity compensation plans not
approved by security holders 0 N/A N/A
Total 322,631 $ 19.46 634,586
(1) 211,722 of the shares shown relate to various outstanding deferrals of awards or compensation in the form of phantom shares payable in
shares of the Company’s common stock at the end of the deferral period. 422,814 of the shares shown may be issued in connection with
future grants of stock-based awards and future deferrals of compensation to stock accounts. Shares remaining available at December 31,
2008 for future issuance by plan are: 577,979 under the 1999 Long Term Incentive Plan, 39,536 under the 1999 Stock Plan for Non-
Employee Directors and 17,071 under the Employee Deferral Plan.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the headings “Has the Board of Directors adopted Principles of Corporate Governance?”, “What is the categorical
independence standard used by the Board to determine whether Board members are independent?” and “Has the Company adopted a Code of
Ethics and a policy regarding approval of related party transactions?” in the section entitled “Additional Information Regarding the Board of
Directors” in the Proxy Statement is incorporated by reference into this Report.
Item 14. Principal Accountant Fees and Services

The information contained under the headings “What were KPMG audit fees in 2007 and 2008?” and “Pre-Approval Policies and
Provisions” in the section entitled “Item 3—Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy
Statement is incorporated by reference into this Report.
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PART IV
Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements
The following is a list of the Financial Statements included in Item 8 of this Report:
Page
Report of Independent Registered Public Accounting Firm 56
Consolidated Balance Sheets as of December 31, 2008 and 2007 58
Consolidated Statements of Income for the Years Ended December 31, 2008, 2007 and 2006 59
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006 60
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2008, 2007 and 2006 61
Notes to Consolidated Financial Statements 62
2. Financial Statement Schedules

Except as noted below, schedules not included herein are omitted because they are inapplicable or not required or because the required
information is given in the consolidated financial statements and notes thereto.
Separate financial statements of the remaining 50% or less owned companies accounted for by the equity method are not summarized
herein and have been omitted because they would not constitute a significant subsidiary.
3. Exhibits
Management contracts and compensatory plans and arrangements are listed as Exhibits 10.6 through 10.16 below.
2.1 Share Purchase Agreement, dated August 11, 2003, among Hickson Limited, Greentag (8) Limited, Hickson International Limited,
Arch Chemicals, Inc. and Hickson & Welch Chemical Products Limited—Exhibit 2 to the Company’s Current Report on Form 8-K,
filed August 18, 2003.*
2.2 Restated Sale and Purchase Agreement dated as of 8th March 2004, among Avecia Investments Limited and others and Arch
Chemicals, Inc., restating an agreement made between the parties on 4th March 2004—Exhibit 2.1 to the Company’s Current
Report on Form 8-K, filed March 8, 2004.*
2.3 Stock and Asset Purchase Agreement dated as of October 24, 2004 between Arch Chemicals, Inc. and Fuji Photo Film Co.,
Ltd.—Exhibit 2 to the Company’s Current Report on Form 8-K, filed October 25, 2004.*
2.4 First Amendment dated as of November 30, 2004 to the Stock and Asset Purchase Agreement dated as of October 24, 2004
between Arch Chemicals, Inc. and Fuji Photo Film Co., Ltd.—Exhibit 2 to the Company’s Current Report on Form 8-K, filed
December 6, 2004.*
2.5 Asset Purchase Agreement, dated as of September 5, 2008, among Rockwood Specialties, Inc., Advantis Technologies, Inc., Arch
Chemicals, Inc. and Rockwood Holdings Inc.—Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed September 5,
2008.*
3.1 Amended and Restated Articles of Incorporation of the Company—Exhibit 3.1 to the Company’s Current Report on Form 8-K,
filed February 17, 1999.*
3.2 Bylaws of the Company effective July 31, 2008—Exhibit 3 to the Company’s Current Report on Form 8-K, filed August 1, 2008.*
* Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-14601
unless otherwise indicated.
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4.1 Specimen Common Share certificate—Exhibit 4.1 to the Company’s Registration Statement on Form 10, as amended.*
4.2 Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 hereto).*
4.3 Bylaws of the Company (filed as Exhibit 3.2 hereto).*
4.4 Revolving Credit Agreement, dated as of June 15, 2006 among Arch Chemicals, Inc., The Lenders Party hereto, JPMorgan
Chase Bank, as Administrative Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger and Joint Book Manager, Banc of
America Securities, L.L.C., as Joint Lead Arranger and Joint Book Manager, SunTrust Bank, as Documentation Agent, and Bank
of America, National Association and Citizens Bank of Massachusetts, as Co-Syndication Agents,—Exhibit 4 to the
Company’s Current Report on Form 8-K filed June 20, 2006.*
4.5(a) Note Purchase Agreement, dated as of March 20, 2002, among the Company and the purchasers named therein, relating to the
Company’s $149,000,000 Senior Notes, Series A, due March 20, 2007 and $62,000,000 Senior Notes, Series B, due March 20,
2009—Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the period ending December 31, 2001.*
4.5(b) First Amendment entered into as of February 27, 2004 relating to the Note Purchase Agreement dated as of March 20, 2002
among the Company and the purchasers named therein, relating to the Company’s $149,000,000 Senior Notes, Series A, due
March 20, 2007 and $62,000,000 Senior Notes, Series B, due March 20, 2009—Exhibit 4.2 to the Company’s Current Report on
Form 8-K, filed March 8, 2004.*
4.5(c) Second Amendment, dated as of May 12, 2006, to Note Purchase Agreement, dated as of March 20, 2002, among the Company
and the purchasers named therein, relating to the Company’s $149,000,000 Senior Notes, Series A, due March 20, 2007 and
$62,000,000 Senior Notes, Series B, due March 20, 2009—Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the
period ending June 30, 2006.*
4.6 Credit Agreement, dated as of February 13, 2009, among Arch Chemicals, Inc., the Lenders Party Thereto, Bank of America,
N.A., as Administrative Agent, RBS Citizens, N.A., as Syndication Agent, Banc of America Securities LLC and Greenwich
Capital Markets, Inc., as Joint Lead Arrangers and Joint Book Managers—Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed on February 17, 2009.*
10.1 Distribution Agreement, dated as of February 1, 1999, between the Company and Olin—Exhibit 2 to the Company’s Current
Report on Form 8-K, filed February 17, 1999.*
10.2 Form of Employee Benefits Allocation Agreement between the Company and Olin—Exhibit 10.4 to the Company’s Annual
Report on Form 10-K for the period ending December 31, 1998.*
10.3 Form of Intellectual Property Transfer and License Agreement between the Company and Olin—Exhibit 10.9 to the Company’s
Registration Statement on Form 10, as amended.*
10.4 Tax Sharing Agreement, dated as of February 8, 1999, between the Company and Olin—Exhibit 10.9 to the Company’s Annual
Report on Form 10-K for the period ending December 31, 1998.*
10.5 Charleston Services Agreement, dated as of February 8, 1999, between the Company and Olin—Exhibit 10.10 to the Company’s
Annual Report on Form 10-K for the period ending December 31, 1998.*
10.6 Form of Amended and Restated Executive Agreement—Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
December 19, 2008.*
10.7 Form of Change in Control Agreement (Tier II Agreement).
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10.8 Arch Chemicals, Inc. 1999 Stock Plan for Non-Employee Directors, as Amended and Restated through December 30, 2008.
10.9(a) 1999 Long Term Incentive Plan, as amended through February 9, 2005—Exhibit 10.9 to the Company’s Annual Report on Form
10-K for the period ending December 31, 2004.*
10.9(b) Award Description and Agreement for Performance Retention Share Awards Granted under the Arch Chemicals, Inc. 1999 Long
Term Incentive Plan Granted January 28, 2009 for Senior Executive Officers.
10.9(c) Award Description and Agreement for Performance Share Awards Granted under the Arch Chemicals, Inc. 1999 Long Term
Incentive Plan Granted January 28, 2009 for Senior Executive Officers.
10.9(d) Award Description and Agreement for Performance Retention Share Awards Granted under the Arch Chemicals, Inc. 1999 Long
Term Incentive Plan Granted January 28, 2009 for Non-Senior Executive Officers and other participants.
10.9(e) Award Description and Agreement for Performance Share Awards Granted under the Arch Chemicals, Inc. 1999 Long Term
Incentive Plan Granted January 28, 2009 for Non-Senior Executive Officers and other participants.
10.9(f) Award Description and Agreement for Performance Retention Share Awards Granted under the Arch Chemicals, Inc. 1999 Long
Term Incentive Plan Granted March 5, 2008 to H. Anderson, M. E. Campbell, S. C. Giuliano, L. S. Massimo and S. A. O’Connor
as Amended April 25, 2008—Exhibit 10.3 to Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2008.*
10.9(g) Award Description and Agreement for Performance Retention Share Awards Granted under the Arch Chemicals, Inc. 1999 Long
Term Incentive Plan Granted March 5, 2008 as Amended April 25, 2008 (other than for H. Anderson, M. E. Campbell, S. C.
Giuliano, L.S. Massimo and S. A. O’Connor)—Exhibit 10.4 to Company’s Quarterly Report on Form 10-Q for the period ending
March 31, 2008.*
10.9(h) Award Description and Agreement for Performance Share Awards Granted under the Arch Chemicals, Inc. 1999 Long Term
Incentive Plan Granted March 5, 2008 to H. Anderson, M. E. Campbell, S. C. Giuliano, L. S. Massimo and S. A. O’Connor as
Amended April 25, 2008—Exhibit 10.5 to Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2008.*
10.9(i) Award Description and Agreement for Performance Share Awards Granted under the Arch Chemicals, Inc. 1999 Long Term
Incentive Plan Granted March 5, 2008 as Amended April 25, 2008 (other than for H. Anderson, M. E. Campbell, S. C. Giuliano,
L.S. Massimo and S. A. O’Connor)—Exhibit 10.6 to Company’s Quarterly Report on Form 10-Q for the period ending March 31,
2008.*
10.9(j) Form of Award Description and Agreement for Performance Retention Share Awards granted under Arch Chemicals, Inc. 1999
Long Term Incentive Plan— Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the period ending December 31,
2004.*
10.9(k) Additional details regarding the 2004 Awards—Exhibit 10.18(a) to the Company’s Annual Report on Form 10-K for the period
ending December 31, 2005.*
10.9(l) Restricted Stock Unit Certificate and related Award Description and Agreement for Restricted Stock Unit Award Granted under
the 1999 Long Term Incentive Plan dated August 8, 2008 for Joseph Shaulson.
10.10 Arch Chemicals, Inc. Supplemental Contributing Employee Ownership Plan, Amended and Restated as of January 1, 2009.
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10.11 Arch Supplementary and Deferral Benefit Pension Plan, Amended and Restated on December 30, 2008.
10.12 Arch Senior Executive Pension Plan, Amended and Restated on December 30, 2008.
10.13 Arch Chemicals, Inc. Employee Deferral Plan, Amended and Restated as of January 1, 2009.
10.14 Senior Executive Life Insurance Plan (effective December 6, 2005)—Exhibit 10.3 to the Company’s Quarterly Report on Form
10-Q for the period ending September 30, 2005.*
10.15 Arch Chemicals, Inc. Annual Incentive Plan, as amended December 9, 1999 and April 27, 2000—Exhibit 10.21 to the Company’s
10.16 Senior Management Incentive Compensation Plan, as amended through February 9, 2005—Exhibit 10.17 to the Company’s
10.17(a) Receivables Sale Agreement, dated as of June 27, 2005, among the Company, Arch Chemicals Specialty Products, Inc., Arch
Treatment Technologies, Inc., Arch Wood Protection, Inc., Arch Personal Care Products, L.P., and Arch Chemicals
Receivables Corp.—Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 30, 2005.*
10.17(b) Amendment No. 1 to Receivables Sale Agreement, dated July 28, 2005 among the Company, Arch Chemicals Specialty
Products, Inc., Arch Treatment Technologies, Inc., Arch Wood Protection, Inc., Arch Personal Care Products, L.P., and Arch
Chemicals Receivables Corp.—Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the period ending June 30,
2005.*
10.17(c) Amendment No. 2 to Receivables Sale Agreement, dated as of October 1, 2008, among Arch Chemicals, Inc., Arch Treatment
Technologies, Inc., Arch Wood Protection, Inc., Arch Personal Care Products, L.P. and Arch Receivables Corp.—Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2008.*
10.17(d) Receivables Purchase Agreement, dated as of June 27, 2005, among Arch Chemicals Receivables Corp., the Company, Three
Pillars Funding LLC and SunTrust Capital Markets, Inc., as Administrator—Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed June 30, 2005.*
10.17(e) Amendment No. 1 to the Receivables Purchase Agreement, dated June 23, 2008, among Arch Chemicals Receivables Corp.,
Arch Chemicals, Inc., Three Pillars Funding LLC and SunTrust Robinson Humphrey, Inc.—Exhibit 10 to the Company’s
Current Report on Form 8-K filed June 25, 2008.*
10.17(f) Amendment No. 2 to Receivables Purchase Agreement, dated as of October 1, 2008, among Arch Chemicals Receivables
Corp., Arch Chemicals, Inc., Three Pillars Funding LLC and SunTrust Robinson Humphrey, Inc.—Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2008.*
21. List of Subsidiaries.
23. Consent of KPMG LLP.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ARCH CHEMICALS, INC.
By /s/ MICHAEL E. CAMPBELL

Mich ae l E. C am pbe ll
Chairman of the Board, President and
Chief Executive Officer
Date: February 20, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated.
S ignature Title
/s/ MICHAEL E. CAMPBELL Chairman of the Board, President, Chief Executive

Mich ae l E. C am pbe ll Officer and Director (Principal Executive Officer)
/s/ RICHARD E. CAVANAGH Director

Rich ard E. C avan agh
/s/ DAVID LILLEY Director

David Lille y
/s/ WILLIAM H. POWELL Director

W illiam H. Powe ll
/s/ DANIEL S. SANDERS Director

Dan ie l S. S an de rs
/s/ JANICE J. TEAL Director

Janice J. Te al
/s/ DOUGLAS J. WETMORE Director

Dou glas J. W e tm ore
/s/ STEVEN C. GIULIANO Vice President and Chief Financial Officer (Principal Financial Officer)
S te ve n C . Giu lian o
/s/ MEGHAN E. DEMASI Controller (Principal Accounting Officer)

Me gh an E. De Masi
112
Table of Contents
LOGO
P rinted on Recycled P aper

Exhibit 10.7
FORM OF
CHANGE IN CONTROL AGREEMENT
(Tier II Agreement)
[date]
Dear:
1. This letter agreement (the “Agreement”) is an amendment and restatement of the agreement previously entered into by you and Arch
Chemicals, Inc. (the “Company”) and shall be binding immediately upon its execution and delivery, but it shall not be operative unless and
until there has been a Change in Control (as defined below) of Arch Chemicals, Inc. (the “Company”). In the event that this Agreement shall
not have become operative during its Term (as defined below), it shall not thereafter become operative or be of any force or effect.
2. For purposes of this Agreement, the following definitions apply:

(a) “Change in Control” means the first of the following events to occur:
(i) there is consummated a merger or consolidation to which the Company or any Subsidiary of the Company is a party if
the merger or consolidation would result in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) less than 50% of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or
consolidation;
(ii) direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of securities of the Company representing in the aggregate 20% or more of the total combined voting power
of the Company’s then issued and outstanding securities is acquired by any person or entity, or group of associated
persons or entities acting in concert; provided, however, that for purposes hereof, the following acquisitions shall not
constitute a Change of Control: (A) any acquisition by the Company or any of its Subsidiaries, (B) any acquisition by
any employee benefit plan (or related trust or fiduciary) sponsored or maintained by the Company or any corporation
controlled by the Company, (C) any acquisition by an underwriter temporarily holding securities pursuant to an
offering of such securities, (D) any acquisition by a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the Company and (E) any
acquisition in connection with a merger or consolidation which, pursuant to subparagraph (i) above, does not
constitute a Change of Control;
(iii) there is consummated a transaction for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets
to an entity, at least 80% of the combined voting power of the voting securities of which are owned by stockholders of
the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale;
(iv) the stockholders of the Company approve any plan or proposal for the liquidation of the Company; or
(v) the occurrence within any 24-month or shorter period of a change in the composition of the Board such that the
“Continuity Directors” cease for any reason to constitute at least a majority of the Board. For purposes of this
subparagraph, “Continuity Directors” means (A) those members of the Board who were directors on the date hereof
and (B) those members of the Board (other than a director whose initial assumption of office was in connection with an
actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of
directors of the Company) who were elected or appointed by, or on the nomination or recommendation of, at least a
two-thirds majority of the then-existing directors who either were directors on the date hereof or were previously so
elected or appointed.
(b) “Cause” means your willful and continued failure to substantially perform your duties; your willful engaging in gross
misconduct significantly and demonstrably financially injurious to the Company; or your willful misconduct in the course of
your employment which is a felony or fraud. No act or failure to act on your part will be considered “willful” unless done or
omitted not in good faith and without reasonable belief that the action or omission was in the interests of the Company or
not opposed to the interests of the Company.
(c) “Code” means the Internal Revenue Code of 1986, as amended.
(d) “Company” means Arch Chemicals, Inc. or a successor of Arch Chemicals, Inc. (whether direct or indirect) by acquisition of
all or substantially all of its assets, merger or consolidation.
(e) “Section 409A” means Section 409A of the Code, the Treasury Regulations promulgated under Section 409A of the Code
and other guidance issued by the Internal Revenue Service in respect of Section 409A of the Code, in each case as in effect
from time to time.
2
(f) “Subsidiary” means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the
total combined voting power of all classes of its stock.
(g) “Term” shall mean the period from the date hereof through December 31, 2011; provided that, if a Change in Control occurs
during the Term of this Agreement, the Term shall end on the later of (i) second anniversary of the date of such Change in
Control and (ii) December 31, 2011.
(h) “Termination” means if:
(i) Within 18 months following a Change in Control, you are discharged by the Company (or any of its subsidiaries) other
than for Cause; or
(ii) You terminate your employment within 24 months following a Change in Control in the event that:
(1) the Company requires you to relocate your then office to an area that increases by more than 30 miles your
commuting distance, on a daily basis, from your then residence, except the requirement to relocate your office to
the Company’s corporate headquarters wherever located prior to the Change in Control, is not a basis for
Termination if (a) in the transfer, the Company reimburses you fully for all your relocation costs consistent with
its past practice in effect prior to a Change in Control and (b) you are not age 55 or older with at least ten years of
creditable service under a Company retirement plan either prior to the Change in Control or at the time of the
required relocation;
(2) the Company reduces your base salary as in effect immediately prior to the Change in Control;
(3) the Company fails to continue in any material respect your participation in its benefit plans (including incentive
compensation and stock options), both in terms of the amount of the benefits provided (other than due to the
Company’s or a relevant operation’s financial or stock price performance provided such performance is a
relevant criterion under such plan) and the level of your participation relative to other participants as exists on
the date hereof; provided that, with respect to annual and long term incentive compensation plans, the basis with
which your amount of benefits and level of participation shall be compared shall be the average benefit awarded
to you under the relevant plan during the three years immediately preceding the date of Termination;
3
(4) your duties, position or reporting responsibilities are materially diminished; or

(5) A willful material breach by the Company of this Agreement.
Notwithstanding anything to the contrary contained herein, you will not be entitled to terminate employment and receive the payments
and benefits set forth in paragraph 3 as the result of the occurrence of any event specified in the foregoing clause (ii) (each such event, “a
Good Reason Event”) unless, within 90 days following the occurrence of such event, you provide written notice to the Company of the
occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The Company will
have 30 days from the receipt of such notice within which to cure (such period, the “Cure Period”) the circumstances giving rise to the Good
Reason Event. If, during the Cure Period, such event is remedied, then you will not be permitted to terminate employment and receive the
payments and benefits set forth in paragraph 3 as a result of such Good Reason Event. If, at the end of the Cure Period, the Good Reason
Event has not been remedied, you will be entitled to terminate employment as a result of such Good Reason Event during the 45 day period
that follows the end of the Cure Period. If you terminate employment during such 45 day period, so long as you delivered the written notice to
the Company of the occurrence of the Good Reason Event at any time prior to the expiration of this Agreement, for purposes of the payments,
benefits and other entitlements set forth in paragraph 3 of this Agreement, the termination of your employment pursuant thereto shall be
deemed to be a termination before the expiration of this Agreement. If you do not terminate employment during such 45 day period, you will
not be permitted to terminate employment and receive the payments and benefits set forth in paragraph 3 as a result of such Good Reason
Event.
3. (a) In the event of a Termination, the Company will pay you a cash amount (“Special Severance”) equal to the sum of:
(i) 12 months salary at the higher of your base rate of salary in effect at the Company (or any subsidiary thereof)
immediately prior to the Change in Control or on the date of Termination; plus
(ii) an amount equal to the greater of (a) the average of your bonus awards actually paid under the Company’s annual
cash incentive compensation plans or programs for the three calendar years immediately preceding the year in which
Termination occurs (including zero if you participated in such plans or programs for the particular year but nothing
was paid) or (b) your standard annual cash incentive award for the year in which Termination occurs.
For the purposes of clause 3(a)(ii)(a), (A) any bonus amounts deferred to the Employee Deferral Plan for a particular bonus year shall be
deemed to have been actually paid and not deferred, and (B) if you did not participate for such three year period in such plans or programs, the
average shall be of the two full calendar years in which you did participate or in the case of one calendar year of participation, the amount for
such one year.
4
(b) During the 12-month period following your Termination, you and your dependents shall continue to be entitled to coverage
under the medical and dental insurance plans of the Company, and you shall continue to be entitled to coverage under the
life insurance plans (other than travel/accident) of the Company, in which you participated prior to Termination on a basis
no less favorable than in effect immediately prior to the Change in Control; provided that your entitlement to medical and
dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, would
commence at the end of the period during which medical and dental insurance coverage is provided under this Agreement
without offset for coverage provided hereunder. Except as specifically permitted by Section 409A, the medical, dental and
life insurance coverage provided to you (and your eligible dependents) during any calendar year shall not affect the
coverage provided in any other calendar year, and the right to such coverage cannot be liquidated or exchanged for any
other benefit.
(c) Payment of Special Severance will be made to you within 30 days of the date of your Termination in a lump sum; provided,
however, the amount of the Special Severance paid hereunder shall, subject to paragraph 11(b), be applied to reduce
whatever cash severance payments, if any, to which you are entitled under the applicable severance policy of the Company
or under any special severance arrangements which may have been entered into by you with the Company with respect to
termination of your employment with the Company. The payment(s) of the Special Severance will be reduced by any
applicable, required withholding taxes.
(d) Nothing in this Agreement shall be deemed to limit any provision of the Company’s equity plans, or other employee benefit
or incentive compensation plan of the Company which may apply in the event of a Change in Control.
(e) You shall accrue no vacation following the date of Termination but shall be entitled to payment for accrued and unused
vacation for the then current calendar year within 30 days of the date of your Termination.
(f) You shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar
quarter. Termination occurs during or after the second calendar quarter, you shall be entitled to prorated ICP award for the
calendar year of Termination which shall be determined by multiplying your then current ICP standard by a fraction, the
numerator of which is the number of weeks elapsed in the calendar year prior to the Termination and the denominator of
which is 52. You shall accrue no ICP award during the 12 months following the date of Termination. For purposes of this
paragraph, “ICP” shall mean the annual cash incentive plan or program in effect at the time of Termination. ICP award, if any,
shall be paid in a lump sum when the Special Severance is paid.
5
4. The amount of payments provided for in this Agreement shall not be reduced by the amount of compensation, if any, which you may
receive from a third party following your Termination.
5. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement, in form and substance satisfactory to you, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform the Agreement if
no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such
succession will be a breach of this Agreement. As used in this Agreement, “the Company” means the Company as defined in the preamble to
this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this paragraph 5 or
which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law or otherwise.
6. Anything in this Agreement to the contrary notwithstanding, in the event that you cease to be employed by the Company or its
Subsidiary for any reason, whether at your election or that of the Company, prior to a Change in Control, this Agreement shall not thereafter
become operative or be of any force or effect notwithstanding the subsequent occurrence of a Change in Control except for paragraph 9 which
is effective and operative on the date hereof and shall survive any termination of this Agreement.
7. No Employment Rights. This Agreement shall not be deemed to confer upon you a right to continued employment with the Company
or any of its affiliates.
8. Disputes/Arbitration.
(a) Except with respect to enforcement by the Company of paragraph 9 or other legal action by the Company for breach by you
of paragraph 9, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively
by arbitration at the Company’s corporate headquarters in accordance with the rules of the American Arbitration
Association then in effect. The arbitration tribunal shall reach a decision within 120 days of its appointment but such time
period may be extended by such arbitration tribunal in the interest of justice. Failure to adhere to this time limit will not
constitute a basis for challenging the arbitration award or decision. Judgment may be entered on the arbitrator’s award in
any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be
paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.
(b) The Company shall pay as they become due all reasonable legal fees and expenses which you may incur prior to the second
anniversary of the date of Termination to enforce this Agreement unless you had no reasonable basis for the
6
claim. Should the Company dispute your entitlement to such fees and expenses, the burden of proof shall be on the
Company to establish that you had no reasonable basis for the claim. Any amounts reimbursable by the Company pursuant
to this paragraph 8(b) shall be paid to you prior to the last day of the calendar following the calendar year in which such fees
are incurred. Reimbursements and expenses paid by the Company during any calendar year shall not affect the
reimbursements and expenses paid in any other calendar year, and the right to payments, benefits and reimbursements
cannot be liquidated or exchanged for any other benefit.
9. Nonsolicitation.
(a) You agree that while employed by the Company and for one year immediately following your ceasing to be an employee of
the Company for any reason (whether voluntary or otherwise), you shall:
(i) not, in any way, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person, entity,
business, partnership or organization solicit, entice, hire, employ or endeavor to employ any of the employees of the
Company (but excluding former employees who are not so solicited, enticed or hired prior to such former employee’s
employment termination); and
(ii) not, directly or indirectly, contact or solicit (or advise or consult for any person, organization, partnership, business,
company or enterprise with respect to soliciting or contacting) any person or entity who was a customer of the
Company at any time during the twenty-four (24)month period prior to your ceasing to be a Company employee, or any
potential customer of the Company who was specifically targeted for solicitation by the Company at any time during
such 24-month period (such customer and potential customer being an “Arch Customer”), for the purpose of diverting
such customer from the Company with respect to, or for the purpose of recommending, selling or providing any
product or service similar to or competing with, any product or service of the Company that (A) is offered at the time of
employment termination and (B) you were engaged in managing, marketing, selling or manufacturing at any time during
your employment with the Company or Olin Corporation (together with subsidiaries of Olin Corporation, being
collectively “Olin”); provided further that this clause (ii) shall also apply to (x) any Arch Customer with whom you met
or contacted at any time prior to employment termination for the express purpose of establishing, soliciting or
maintaining a customer relationship with the Company or Olin and (y) any product or service of the Company that is
offered at the time of employment termination and that was or was to be the basis of such customer relationship.
7
(b) You acknowledge that you have carefully read this Agreement and have given and do now give careful consideration to the
restraints imposed upon you by this Agreement and are in full accord as to their necessity for the reasonable and proper
protection of the Company’s businesses. You acknowledge and agree that (i) each and every restraint imposed by this
paragraph 9 is reasonable with respect to subject matter, duration and geographic area and (ii) that your services to the
Company are unique and special and that you have knowledge of the Company’s trade secrets, customer base and other
confidential information of the Company and you hereby agree you will not assert anything to the contrary in any court,
hearing, arbitration, mediation or other legal forum. You further acknowledge and agree that the restrictions contained in this
paragraph 9 will not prevent you from earning a living within your trade or specialty. The restraints imposed by this
paragraph 9 shall continue for their full periods and throughout the geographic areas set forth in this paragraph 9 except as
provided in paragraph 9(f) below.
(c) If you violate or attempt to violate any of the provisions of this paragraph 9, then the Company shall be entitled, as of right,
to an injunction and/or other equitable relief against you, restraining you from violating or attempting to violate any of these
provisions. You further agree that this provision does not limit any other remedies that may be available to the Company for
breach of this paragraph 9 by you.
(d) You acknowledge that, because of the competitive nature of the Company’s businesses and the Company’s repeat
transactions with many customers, the development and enhancement of customer relationships, contacts and goodwill are
critical factors in ensuring the Company’s survival and success and that such customer relationships, contacts and goodwill
constitute valuable assets belonging to the Company, whether or not such assets are produced by your own efforts. You
further acknowledge that directly or indirectly soliciting the Company’s customers for a competitor of the Company would
inevitably result in disclosure of trade secrets and confidential information belonging to the Company, this irreparably
harming the Company.
(e) For purposes of this paragraph 9, references to “the Company” mean the Company including its subsidiaries.
8
(f) The parties have entered into this Agreement in the belief that its provisions are valid, reasonable, and enforceable.
However, if any one or more of the provisions contained in this Agreement shall be held to be unenforceable for any reason,
such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if
such unenforceable provision had never been contained herein. However, if any one or more of the provisions contained in
paragraph 9 hereof shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable
law.
(g) The provisions contained in this paragraph 9 are in addition to, and supplement, any other nonsolicitation or noncompete
agreement that may be applicable to you and does not supersede or replace any such other prior agreements. You
acknowledge and agree that any prior noncompetition or nonsolicitation agreement between you and Olin has been
assigned to the Company and is effective as if originally entered into with the Company instead of Olin.
10. Your Employment Agreement relating to Inventions, Patents and Confidential Information which you signed shall continue to remain
effect in accordance with its terms following any termination of employment.
11. Section 409A.

(a) It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be
construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.
(b) Neither you nor any of your creditors or beneficiaries shall have the right to subject any deferred compensation (within the
meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or
with the Company or any of its affiliates (this Agreement and such other plans, policies, arrangements and agreements, the
“Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A)
payable to you or for your benefit under any Company Plan may not be reduced by, or offset against, any amount owing by
you to the Company or any of its affiliates.
(c) If, at the time of your separation from service (within the meaning of Section 409A), (i) you shall be a “specified employee”
(within the meaning of Section 409A and using the identification methodology selected by the Company from time to time)
and (ii) the Company shall make a good faith determination that an amount payable under a Company Plan constitutes
deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the
six-month delay rule set forth in Section 409A in order to avoid taxes or
9
penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise
scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first business day
after such six-month period.
(d) Notwithstanding any provision of this Agreement or any Company Plan to the contrary, in light of the uncertainty with
respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement
and any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under
Section 409A. You are solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on
you or for your account in connection with any Company Plan (including any taxes and penalties under Section 409A), and
neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold you harmless from any or all
of such taxes or penalties.
Very truly yours,
By: /s/ Hayes Anderson
Agreed:
Signature:
10
EXHIBIT 10.8
1999 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended and Restated through December 31, 2008)
1. Purpose. Arch Chemicals, Inc. (the “Company”) hereby amends and restates the Arch Chemicals, Inc. 1999 Stock Plan for Non-
Employee Directors (the “Plan”). The deferral features of this amendment and restatement apply to all amounts previously or hereafter deferred
under the Plan, it being expressly intended that all amounts deferred under the Plan prior to, on or after January 1, 2005, shall be subject to
Code Section 409A.
The purpose of the Plan is to promote the long-term growth and financial success of the Company by attracting and retaining non-
employee directors of outstanding ability and by promoting a greater identity of interest between its non-employee directors and its
shareholders.
2. Definitions. The following capitalized terms utilized herein have the following meanings:
“Administrator” means the Vice President, Human Resources of the Company or his or her delegate.
“Annual Director Grant” means the number of phantom shares of Common Stock, Options and/or Performance Shares to be granted
annually to a Non-employee Director pursuant to Section 6(a); such number was fixed by the Board during 1999 following the Distribution
Date and may be adjusted prospectively by such Board from time to time thereafter.
“Arch Stock Account” means the Stock Account to which phantom shares of Common Stock are credited from time to time.
“Board” means the Board of Directors of the Company.
“Cash Account” means an account established under the Plan for a Non-employee Director to which cash director fees and retainers
have been or are to be credited in the form of cash.
A “Change in Control” with respect to the Company occurs on the date on which any of the following events occur (i) a change in the
ownership of the Company; (ii) a change in the effective control of the Company; (iii) a change in the ownership of a substantial portion of the
assets of the Company.
(i) A change in the ownership of the Company occurs on the date on which any one person, or more than one person acting as a
group, acquires ownership of stock of the Company that, together with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock of the Company. A change in the effective control
of the Company occurs on the date on which either (i) a person, or more than one person acting as a group, acquires ownership of stock
of the Company possessing 30% or more of the total voting power of the stock of the Company, taking into account all such stock
acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the
Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a
majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a
majority shareholder of the Company. A change in the ownership of a substantial portion of assets occurs on the date on which any one
person, or more than one person acting as a group, other than a person or group of persons that is related to the Company, acquires
assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of
the assets of the Company immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the
12-month period ending on the date of the most recent acquisition.
(ii) An event constitutes a Change in Control with respect to a Participant only if the Participant’s relationship to the Company
otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(2)(i)(5)(ii).
(iii) The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the
requirements of Code Section 409A.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation Committee (or its successor) of the Board.
“Common Stock” means the Company’s Common Stock, par value $1.00 per share.
“Company” means Arch Chemicals, Inc., a Virginia corporation, and any successor.
“Compensation Account” means the accounts established under the Plan to which a Non-employee Director’s compensation is credited,
including the Cash Account, Stock Account, and such other investment accounts as the Committee may establish from time to time pursuant
to Section 6(d).
“Corporate Human Resources” means the Corporate Human Resources Department of the Company.
“Credit Date” means the first day of each calendar quarter, beginning with April 1, 1999.
“Distribution” means the distribution of the shares of the Company by Olin in a spin-off to Olin’s shareholders.
“Distribution Date” means the dividend payment date fixed by the Olin Board of Directors for the distribution of the shares of Common
Stock to the public shareholders of Olin.
2
“Excess Retainer” means with respect to a Non-employee Director the amount of the full annual cash retainer payable to such Non-
employee Director from time to time by the Company for service as a director in excess of the amount paid in shares of Common Stock, if any,
pursuant to Section 6(b).
“Fair Market Value” means, with respect to a date, on a per share or unit basis, (i) with respect to Common Stock or phantom shares of
Common Stock, the average of the high and the low price of a share of Common Stock reported on the consolidated tape of the New York
Stock Exchange (or such other primary exchange on which the Common Stock is traded) (“Exchange”) on such date or if the Exchange is
closed on such date, the next succeeding date on which it is open, (ii) with respect to phantom shares of Olin Common Stock, the average of
the high and the low price of a share of Olin Common Stock reported on the consolidated tape of the Exchange on such date or if the Exchange
is closed on such date, the next succeeding date on which it is open and (iii) with respect to other investment vehicles, the closing or unit price
or net asset value of such vehicle, as the case may be, on such date.
“Interest Rate” means the rate of interest equal to the Company’s before-tax cost of borrowing as determined from time to time by the
Chief Financial Officer, the Treasurer or the Controller of the Company (or in the event there is no such borrowing, the Federal Reserve AI/PI
Composite rate for 90-day commercial paper plus 10 basis points, as determined by any such officer) or such other rate as determined from time
to time by the Board or the Committee.
“1999 Non-employee Director” means a Non-employee Director who becomes such on or after the Distribution Date but prior to
December 31, 1999, and who was not a non-employee director of Olin.
“1997 Plan” means the 1997 Stock Plan for Non-employee Directors of Olin Corporation as in effect on the Distribution Date.
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Non-employee Director” means a member of the Board who is not an employee of the Company or any subsidiary thereof.
“Olin” means Olin Corporation, a Virginia corporation.
“Olin Common Stock” means shares of common stock of Olin, par value $1.00 per share.
“Olin Stock Account” means the Stock Account to which phantom shares of Olin Common Stock are credited from time to time.
“Option” means an option to purchase shares of Common Stock granted under Section 6(a)(2).
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“Participant” means a Non-employee Director who has amounts credited to a Compensation Account in accordance with the terms of
this Plan. A Participant shall be eligible to defer compensation, subject to the terms of the Plan, for as long as such Participant remains a Non-
employee Director. A Participant who is no longer a Non-employee Director may not defer compensation under the Plan but may otherwise
exercise all of the rights of a Participant under the Plan with respect to his or her Compensation Account. On and after a Separation from
Service, a Participant shall remain a Participant as long as his or her Compensation Account balance is greater than zero, and during such time
may continue to make deemed investment allocation elections as provided herein. A Non-Employee Director shall cease being a Participant in
the deferral portion of the Plan when his or her Compensation Account balance is zero.
“Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the
satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive
months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety
(90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at
the time the criteria are established. The determination of whether compensation qualifies as “Performance-Based Compensation” will be made
by the Committee in accordance with Treasury Regulation Section 1.409A-1(e) and related guidance.
“Performance Shares” means an award of phantom shares or units of Common Stock contingent upon the achievement of specified
performance goals granted under Section 6(a)(3).
“Plan” means this Arch Chemicals, Inc. 1999 Stock Plan for Non-employee Directors as amended from time to time.
“Retirement Date” means the date a Non-employee Director has a Separation from Service with the Company.
“Separation from Service” means, generally, a termination of service as a Non-Employee Director of the Company for any reason.
Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A. For purposes of
determining whether a Separation from Service has occurred, “Company” means the Company and any corporation, trade or business that,
together with the Company, is treated as a single employer under Code Section 414(b) or (c), except that common ownership of at least 50%
shall be determinative. The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to
an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the
transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of
Code Section 409A.
“Stock Account” means an account established under the Plan for a Non-employee Director to which shares of stock have been or are to
be credited in the form of phantom common stock, including the Olin Stock Account and the Arch Stock Account.
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3. Term. The Plan was originally effective on the Distribution Date. Once effective, the Plan shall operate and shall remain in effect until
terminated as provided in Section 9 hereof.
4. Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee. Decisions of
the Committee shall be final, conclusive and binding upon all parties.
5. Participation. All Non-employee Directors shall participate in the Plan.
6. Grants and Deferrals.

(a) Annual Director Grant. Each Non-employee Director who is serving as such on January 1 shall be credited with the Annual Director
Grant on January 1 of each calendar year beginning not earlier than 2000. In the event a person becomes a Non-employee Director after
January 1 of any calendar year beginning with 2000, such Non-employee Director shall not be credited with the Annual Director Grant for such
year. By December 31 of each year commencing with 1999, the Board shall determine if the Annual Director Grant to each Non-employee
Director for the next following calendar year shall be determined under (1), (2) or (3) below (or any combination thereof).
(1) Stock Grant. Subject to the terms and conditions of the Plan, the Annual Director Grant may consist of a grant of phantom shares of
Common Stock. Actual receipt of shares shall be deferred until the first day of the first calendar month beginning after the Non-employee
Director’s Retirement Date unless the Board elects otherwise prior to the beginning of the calendar year in which the award is made, in which
case the shares will be distributed as soon as practicable following their grant (but in no event later than March 15th of the calendar year
following the calendar year of the grant) unless deferred by a Non-employee Director with the approval of the Board. Subject to the approval
of the Board, a Non-employee Director may elect in accordance with Section 6(e) to defer to his or her Arch Stock Account receipt of all or any
portion of such shares to the first day of the first calendar month beginning after such Non-employee Director’s Retirement Date or a date or
dates thereafter. If shares are deferred by a Non-employee Director, such Director shall receive a credit to his or her Arch Stock Account in the
amount of such shares as of January 1 of the calendar year for which the award is made.
(2) Stock Options. Subject to the terms and conditions of the Plan and such additional terms and conditions consistent with the terms of
the Plan as the Committee shall determine, the Annual Director Grant may consist of a grant of Options. The exercise price per share of
Common Stock of each Option shall be equal to the Fair Market Value of a share of Common Stock on the date of a grant. The term of each
Option shall be equal to 10 years from the date of grant (whether or not the grantee continues to be a Non-employee Director for the full term).
The Committee shall determine the time or times at which Options may be exercised in whole or in part (but in no event shall an Option be
exercisable after the expiration of ten years from the date of its grant) and shall determine the method or methods by which payment of the
exercise price in respect thereto may be made. As of January 1, 2005, there were no
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outstanding Options that provided for a deferral of compensation within the meaning of Code §409A, and on and after January 1, 2005, no
Option shall be granted hereunder which provides for a deferral of compensation within the meaning of Code Section 409A.
(3) Performance Shares. Subject to the terms and conditions of the Plan and such additional terms and conditions consistent with the
terms of the Plan as the Committee shall determine, the Annual Director Grant may consist of a grant of Performance Shares. Such award shall
confer on the holder thereof the right to receive one share of Common Stock for each Performance Share credited to his Stock Account upon
the achievement of specified performance goals during such performance periods as the Committee shall establish prior to the date of the
grant. The performance goals to be achieved during any performance period and the length of any performance period shall be determined by
the Committee, provided that a performance period shall be at least one year, subject to Section 6(g) hereof. The Committee may adjust the
performance goals in the event of extraordinary or unusual events. As of January 1, 2005, there were no outstanding grants of performance
shares hereunder, and on and after January 1, 2005, no grants of performance shares shall be made hereunder unless such grants qualify as
Performance-Based Compensation which is subject to a substantial risk of forfeiture throughout the performance period within the meaning of
Code Section 409A.
Each eligible Non-employee Director shall receive a credit to his or her Arch Stock Account in the amount of such Performance Shares as
of the January 1 of the calendar year for which the award is made. Actual receipt of the shares of Common Stock will be deferred until
completion of the performance period and distribution will occur only if the performance goals are satisfied. Subject to the approval of the
Board, a Non-employee Director may elect in accordance with Section 6(e) to defer receipt of all or any portion of such Common Stock to the
first day of the first calendar month beginning after such Non-employee Director’s Retirement Date or a date or dates thereafter. Except with
respect to any Performance Shares the Director has so deferred, certificates representing such shares shall be delivered to the Non-employee
Director (or in the event of death, to his or her beneficiary designated pursuant to Section 6(h)) as soon as practicable following satisfaction of
the performance goals and completion of the performance period, but in no event later than March 15th of the calendar year following the
calendar year during which the performance period ends.
(b) Annual Retainer Stock Grant. By December 31 of each year commencing with 1999, the Board shall determine if all or any portion of
the annual retainer for the next following calendar year shall be paid in shares of Common Stock. (To the extent not paid in shares of Common
Stock, the annual retainer shall be paid in cash.) Subject to the terms and conditions of the Plan, if the Board determines for a calendar year
that all or a portion of the annual retainer shall be paid in shares of Common Stock, on January 1 of such year, each Non-employee Director
who is such on such date shall receive a specified number of shares of Common Stock as determined by the Board. In the event a person
becomes a Non-employee Director beginning in or after 2000 on a date subsequent to January 1 during a calendar year and has not received
the annual stock retainer for such calendar year, such person, on the first day of the calendar month following his or her becoming such, shall
receive that number of shares (rounded up to the next whole share in the event of a fractional share) of Common Stock equal to one-twelfth of
the number of shares of the annual retainer to be paid in
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Common Stock times the number of whole calendar months remaining in such calendar year following the date he or she becomes a Non-
employee Director. In the case of a 1999 Non-employee Director, for 1999 such person shall receive on the first day of the calendar month
following his or her becoming such that number of shares (rounded up to the next whole share) of Common Stock having an aggregate Fair
Market Value equal to $2084 times the number of whole calendar months remaining in the calendar year after he or she becomes a 1999 Non-
Employee Director. Subject to the approval of the Board (which approval shall not be required for a 1999 election by a 1999 Non-employee
Director), a Non-employee Director may elect to defer receipt of all or any portion of such shares in accordance with Section 6(e). Except with
respect to any shares the Director has so deferred, certificates representing such shares shall be delivered to such Non-employee Director as
soon as practicable following the date as of which the shares are awarded (but in no event later than March 15th of the calendar year following
the calendar year of the grant).
(c) Election to Receive Fees and Excess Retainer in Stock in Lieu of Cash. Subject to the terms and conditions of the Plan and the
approval of the Board, a Non-employee Director may elect to receive all or a portion of the director meeting fees, committee chair fees and lead
director fees (collectively “Fees”) and all or a portion of the Excess Retainer payable in cash by the Company for his or her services as a
director for the calendar year in the form of shares of Common Stock. Such election shall be made in accordance with Section 6(e). If approved
by the Board, the number of shares (rounded up to the next whole share in the event of a fractional share) for a calendar year payable to a
Non-employee Director who so elects to receive all or a portion of the Excess Retainer in the form of shares for such year shall be paid on
January 1 (or in the case of proration, when the annual stock retainer is to be paid or credited) equal to the amount of Excess Retainer which
has been elected to be paid in shares divided by the Fair Market Value per share on January 1 of such calendar year (or in the case of a Non-
employee Director who becomes such after January 1 on the first day of the first calendar month beginning after the day such new Non-
employee Director became such). If approved by the Board, the number of shares (rounded up to the next whole share in the event of a
fractional share) for a calendar quarter payable to a Non-employee Director who so elects to receive Fees in the form of shares shall be equal to
the aggregate amount on the Credit Date following such quarter of the director Fees which have been earned in such quarter and which are
elected to be paid in shares divided by the Fair Market Value per share of Common Stock on such Credit Date. Except with respect to any
shares the director has deferred, certificates representing such shares shall be delivered to the Non-employee Director as soon as practicable
following the date as of which the Excess Retainer and/or Fees would have been paid in cash absent an election hereunder (but in no event
later than March 15th of the calendar year following the calendar year the Excess Retainer or Fees are earned). Notwithstanding anything in the
Plan to the contrary, the approval of the Board shall not be required for any 1999 election made by a 1999 Non-employee Director.
(d) Deferrals of Fees and Excess Retainer; Deferred Investment Options. Subject to the terms and conditions of the Plan and the
approval of the Board, a Non-employee Director may elect to defer all or a portion of the shares payable under Section 6(c) and all or a portion
of the Fees and Excess Retainer payable in cash by the Company for his or her service as a director for the calendar year. The amount of the
Excess Retainer deferred in cash shall be credited on January 1 (or in the case of proration, on the first day of
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the first calendar month beginning after the day such new Non-employee Director becomes such). Such election shall be made in accordance
with Section 6(e). A Non-employee Director who elects to so defer shall have any deferred shares deferred in the form of phantom shares of
Common Stock and any deferred cash Fees and Excess Retainer deferred in the form of cash; provided prior Board approval shall be required
for deferrals in the form of phantom shares of Common Stock. Notwithstanding any thing in the Plan to the contrary, the approval of the Board
shall not be required for any 1999 election made by a 1999 Non-employee Director. The Committee and the Administrator each may establish
from time to time other types of Compensation Accounts reflecting different hypothetical or deemed investment options. Each Non-employee
Director’s Compensation Account shall be credited (or debited) periodically with income (or loss) based on a hypothetical investment in any
one or more of the investment options available under the Plan, as prescribed by the Plan, the Committee or Corporate Human Resources.
Gains, losses and other elements of determining value shall be determined substantially on the basis of a hypothetical investment in the
various investment options, as determined and applied in the manner deemed appropriate by the Committee or Corporate Human Resources.
(e) Elections.
(1) Deferrals and Medium of Payment Elections.
(i) In General. Except as otherwise expressly provided herein, all elections under Sections 6(a), 6(b), 6(c), 6(d), 6(e)(2) and 6(e)(3) shall
(A) be made in writing and delivered to the Secretary of the Company and (B) be irrevocable as of the last day of the election period. Unless an
earlier date is established by the Administrator, all such Non-employee Director elections shall be made before January 1 of the year in which
the compensation is earned or credited to the Non-employee Director’s Compensation Account, whichever occurs first, or, in the case of an
individual who becomes a Non-employee Director during a calendar year, prior to the date of his or her election as a Director.
(ii) Performance-Based Compensation. Notwithstanding the foregoing, if permitted by the Committee, a Participant may file a deferral
election with respect to Performance-Based Compensation no later than the date specified by the Committee, which shall in no event be later
than the date that is six months before the end of the performance period, provided that (i) the Participant performs services continuously from
the later of the beginning of the performance period or the date the performance criteria are established through the date the deferral election is
submitted; and (ii) the compensation is not readily ascertainable as of the date the deferral election is filed. A deferral election becomes
irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any
election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the
Participant’s death or Disability or upon a Change of Control prior to the satisfaction of the performance criteria, will be void. For this purpose,
Disability or Disabled means that a Participant is, by reason of any medically-determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve months, unable to engage in any
substantial gainful activity or receiving income
8
replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s
employer. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A.
(iii) Amount Subject to Election. Deferral elections shall also specify the portions (in 25% increments) of compensation to be deferred.
However, a Non-employee Director may elect to defer all of his or her cash dividends on the Stock Account in whole and not in part (with the
prior approval of the Board if required by Section 16(b) of the 1934 Act) and all of his or her interest on the Cash Account in whole but not in
part. In the event of an election under Section 6(c) for Fees or Excess Retainer to be paid in shares of Common Stock, the election shall specify
the portion (in 25% increments) to be so paid.
(2) Stock Account. On the Credit Date (or in the case of a proration, on the first day of the appropriate calendar month), a Non-employee
Director who has deferred shares under Sections 6(b) or 6(d) shall receive a credit to his or her Stock Account. The amount of such credit shall
be the number of shares so deferred (rounded to the next whole share in the event of a fractional share). At the time of making an initial deferral
election with respect to such shares, a Non-employee Director may also elect in accordance with Section 6(e)(1) to defer the cash dividends
paid with respect to such shares.
(3) Other Accounts. On the Credit Date or in the case of the Excess Retainer, on the day on which the Non-employee Director is entitled
to receive such Excess Retainer, a Non-employee Director who has deferred cash Fees and/or the Excess Retainer under Section 6(d) in the
form of cash shall receive a credit to his or her Compensation Account. The amount of the credit shall be the dollar amount of such Director’s
meeting fees earned during the immediately preceding quarterly period or the amount of the Excess Retainer to be paid for the calendar year, as
the case may be, and, in each case, specified for deferral. At the time of making the initial deferral election with respect to such amounts, if the
Non-employee Director has directed that such amounts be allocated to his or her Cash Account, such Director may also elect in accordance
with Section 6(e)(1) to defer the interest paid on such Account.
(4) Dividends and Interest. Each time a cash dividend is paid on Common Stock or Olin Common Stock, a Non-employee Director who
has shares of such stock (other than shares attributable to Performance Shares) credited to his or her Stock Account shall be paid on the
dividend payment date such cash dividend in an amount equal to the product of the number of shares credited to the Non-employee Director’s
Arch Stock Account or Olin Stock Account, as the case may be, on the record date for such dividend times the dividend paid per share unless
the director has elected to defer some or all of such dividends to his or her Stock Account as provided herein, in which case the Non-employee
Director shall receive a credit for such dividends on the dividend payment date to his or her Arch Stock Account or Olin Stock Account, as
the case may be. The amount of the dividend credit shall be the number of shares (rounded to the nearest one-thousandth of a share) of
Common Stock determined by multiplying the dividend amount per share by the number of shares credited to such director’s applicable Stock
Account as of the record date for the dividend and dividing the product by the Fair Market Value per share on the dividend payment date. At
the election of the Board, dividend equivalents (determined as described above) shall also be paid with respect to Performance Shares held in a
Non-employee Director’s Arch Stock Account; provided, however, that such dividend equivalents shall be automatically deferred until, when
and if the underlying Performance Shares are distributed in the form of Common Stock.
9
A Non-employee Director who has a Cash Account shall be paid directly on each Credit Date interest on such account’s balance at the
end of the preceding quarter, payable at a rate equal to the Interest Rate in effect for such preceding quarter unless with the approval of the
Board, such Non-employee Director has elected to defer some or all of such interest to his or her Cash Account, in which case such interest
shall be credited to such Cash Account on the Credit Date.
Other Compensation Accounts shall be credited with income (or loss), including dividends and interest, if appropriate, periodically in
each case as appropriate based on and consistent with the particular hypothetical investment option as the Committee or Corporate Human
Resources determines from time to time. Such credits shall be paid in accordance with the payment election in place for the applicable
Compensation Account.
(5) Distribution Elections and Payouts.
(i) Initial Payment Elections. Initial deferral elections shall specify the future date or dates on which deferred amounts are to be paid, or
the future event or events upon the occurrence of which the deferred amounts are to be paid, and the form of payment (lump sum or annual
installments (up to 10)). The Administrator may limit the number of different payment schedules that may be elected by a Participant with
respect to amounts allocated to his or her Compensation Account.
(ii) Permissible Payment Events. Notwithstanding the foregoing, deferred amounts may only be paid upon the occurrence of a
Participant’s Separation from Service or death, or in the event of a Change of Control.
(iii) Permissible Forms of Payment. In the event deferred amounts become payable on account of a Separation from Service or death,
payment shall be made in a single lump sum as of the first day of the first calendar month beginning after the Separation from Service or death
unless the Participant has elected on his or her initial deferral election a later specific payment date or annual installments. Installment
payments from a Compensation Account shall be equal to the Account balance (expressed in shares in the case of the Stock Account,
otherwise the cash value of the Account) at the time of the installment payment times a fraction, the numerator of which is one and the
denominator of which is the number of installments not yet paid. Fractional shares to be paid in any installment shall be rounded up to the next
whole share. If a Participant has elected installments the initial payment shall be made on the first day of the first calendar month beginning
after the applicable payment event and subsequent payments shall be made annually thereafter, on the anniversary of the first scheduled
payment date). If a Participant elected a specific payment date after his or her Separation from Service, payment shall be made on the date
specified.
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(iv) Modifications to Payment Schedules. A Participant may modify a payment schedule with respect to a deferred amount provided
such modification complies with the following: (A) the date on which a modification election is submitted to the Committee must be at least
twelve months prior to the date on which payment is scheduled to commence under the deferral election and payment schedule in effect prior
to the modification; (B) except with respect to modifications that relate to a payment on account of death, the date payments are to commence
under the modified payment schedule must be no earlier than five years after the date payment would have otherwise commenced absent the
modification; (C) under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A;
(D) a modification election submitted in accordance with this paragraph is irrevocable upon receipt by the Administrator and becomes
effective 12 months after such date; (E) an election to modify a payment schedule is specific to the Compensation Account or payment event
to which it applies, and shall not be construed to affect the payment schedules of any other Compensation Accounts; and (F) the modified
payment schedule provides for payment to be made (or begin) on a specified date, in a single lump sum or installments. This paragraph is
intended to be, and shall be interpreted, consistent with Treasury Regulation Section 1.409A-2(b).
Notwithstanding the foregoing, Non-employee Directors who were Participants in the Plan as of January 1, 2005 or who became
Participants on or after January 1, 2005 and before December 31, 2008 may file elections as to the time and form of payment of benefits
hereunder during the period from January 1, 2005 through December 31, 2008 with respect to benefits accrued prior to the election that would
not otherwise be payable in the year of the election, provided the election is timely made and in accordance with the Code Section 409A
transition relief published by the Internal Revenue Service in Notice 2005-1, Notice 2006-64, Notice 2007-86, the preamble to the proposed
regulations under Code Section 409A and other IRS guidance.
(v) Special Payment Timing Rules. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of
payment of a deferred amount payable to a Participant hereunder or make other payment changes, provided such acceleration or other change
is permitted under Treasury Regulation Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for
payment of a deferred amount payable to a Participant hereunder to the extent permitted under Treasury Regulation Section 1.409A-2(b)(7).
Notwithstanding anything in the Plan to the contrary, if at any time a distribution of deferred compensation (within the meaning of Code
Section 409A) is to be made to a Participant who is then a Specified Employee (as defined for purposes of Code Section 409A(a)(2)(B)(i)) on
account of a Separation from Service, no distribution shall be made to such Participant before a date which is (A) 6 months after the date of
such Participant’s Separation from Service, or (B) the Participant’s date of death, whichever is earlier (the “distribution restriction period”).
Any distribution that is delayed on account of classification as a Specified Employee shall be made as of the first day of the first calendar
month immediately following the end of the distribution restriction period and shall be adjusted for earnings during the delay period. To the
extent applicable, a determination that a Participant is a Specified Employee shall be made on the same basis as such determinations are made
under the Arch Chemicals, Inc. Employee Deferral Plan.
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(vi) Form of Payment. All Compensation Accounts (other than the Arch Stock Account) will be paid out in cash, and the Arch Stock
Accounts shall be paid out in shares of Common Stock unless the Non-employee Director elects otherwise; provided that with respect to any
and all amounts or grants credited to the Arch Stock Accounts after December 31, 2001, amounts so credited (and any portions thereof
including dividend equivalents credited) may, if the Board so specifies, be payable only in cash upon payout at the then Fair Market Value
(except as otherwise provided in Section 6(g)).
(6) Transfers Among Accounts. Non-employee Directors may transfer deferred account balances representing deferred Fees and
deferrals of the Excess Retainer (including deferred earnings thereon) and all amounts held in the Olin Stock Account between and among the
various Compensation Accounts from time to time and in such amounts in accordance with procedures established from time to time by
Corporate Human Resources, provided, however, that (i) no amounts may be transferred into the Olin Stock Account; (ii) no amounts may be
transferred to a Compensation Account which has a scheduled distribution date that is earlier than the Compensation Account from which the
amount is being transferred, and (iii) no amounts may be transferred from a Cash Account or Stock Account to the extent the Participant has
irrevocably elected to have interest and/or dividends with respect to such amounts paid directly to such Participant as earned. The
Administrator may establish from time to time blackout periods during which no transfers may occur among all or certain Compensation
Accounts and investment vehicles. Additionally, Non-employee Directors may not transfer amounts out of or into the Arch Stock Account
without complying with Section 16(b) of the 1934 Act.
(f) No Stock Rights. Except as expressly provided herein, the deferral of shares of Common Stock into a Stock Account shall confer no
rights upon such Non-employee Director, as a shareholder of the Company or otherwise, with respect to the shares held in such Stock
Account, but shall confer only the right to receive such shares credited as and when provided herein. A Non-employee Director who has been
granted an Option hereunder shall have no rights as a shareholder until such time as his or her Option is exercised.
(g) Change of Control. Notwithstanding anything to the contrary in this Plan or any election, in the event a Change of Control occurs,
(1) all Performance Shares shall become vested and deemed earned in full notwithstanding that the applicable performance cycle shall not have
been completed, and (2) amounts and shares credited to all Compensation Accounts (including interest accrued to the date of payout on the
Cash Account) shall be distributed to Non-employee Directors. In the event of a Change of Control, all Compensation Accounts shall be
distributed on the same date within 15 days of the Change of Control and no Participant shall have an individual right to designate the taxable
year of payment, and the Arch Stock Account shall be paid out in cash and not in the form of shares of Common Stock. For this purpose, the
cash value of the amount credited to the Arch Stock Account shall be determined by multiplying the number of shares held in the Arch Stock
Account by the higher of (i) the highest Fair Market Value on any date within the period commencing 30 days prior to such Change of Control
and ending on the date of the Change of Control, or (ii) if the Change of Control occurs as a result of a tender or exchange offer or
consummation of a corporate transaction, then the highest price paid per share of Common Stock pursuant thereto.
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(h) Death Benefit; Beneficiaries. A Non-employee Director may designate at any time and from time to time a beneficiary for his or her
Compensation Account in the event such Account may be paid out following his or her death. Such designation shall be in writing and must
be received by the Company prior to the death to be effective. In the event of a Participant’s death, his or her designated Beneficiary(ies) shall
be entitled to a death benefit equal to the vested portion of the unpaid balances in the Participant’s Compensation Account (if any), based on
the value of such Accounts as of the end of the calendar month immediately preceding the payment. Payment of the death benefit will be made
in accordance with the timing and form of benefit elections made by the Participant with respect to the payment of his or her Compensation
Account.
(i) 1997 Plan Accounts. As of the Distribution Date, the cash and stock accounts of each Non-employee Director who immediately prior
to the Distribution Date was a participant in the 1997 Plan shall be transferred from the 1997 Plan to this Plan after giving effect to the
adjustment for the Distribution in accordance with Section 6(k) of the 1997 Plan as in effect on the Distribution Date. Such amounts shall be
transferred, in the case of an account denominated in cash, to the Cash Account, in the case of a transferred account denominated in Olin
Common Stock, to the Olin Stock Account, and in the case of an account denominated in Common Stock to the Common Stock Account.
Shares credited to the Arch Stock Account pursuant to this paragraph 6(i) shall be treated as follows: (i) to the extent such shares
represent a dividend on shares of Olin Common Stock credited pursuant to paragraph 6(a)(1) of the 1997 Plan (or shares arising from dividend
equivalents thereon), such shares shall be deemed credited pursuant to paragraph 6(a) of the Plan, (ii) to the extent such shares represent a
dividend on shares of Olin Common Stock credited pursuant to paragraph 6(b) of the 1997 Plan (or shares arising from dividend equivalents
thereon), such shares shall be deemed credited pursuant to paragraph 6(b) of this Plan, and (iii) to the extent such shares represent a dividend
on shares of Olin Common Stock credited under paragraph 6(c) of the 1997 Plan (or shares arising from dividend equivalents thereon), such
shares shall be deemed credited pursuant to paragraph 6(a) (1) of the Plan. The most recent prior elections and beneficiary designations
applicable to the 1997 Plan shall govern this Plan unless changed subsequent to the Distribution Date or inconsistent with this Plan. Approval
of the Board shall not be required for any such elections for 1999 but shall be required in accordance with the terms of this Plan for years after
1999.
(j) Olin Stock Account. Except as provided in Section 6(e)(4) with respect to dividends or in Section 8, no additional contributions or
additions may be made to a Non-Employee Director’s Olin Stock Account after the Distribution Date.
7. Limitations and Conditions.
(a) Total Number of Shares. The total number of shares of Common Stock that may be issued to Non-employee Directors under the Plan
is 150,000. Such total number of shares may consist, in whole or in part, of authorized but unissued shares. The
13
foregoing number may be increased or decreased by the events set forth in Section 8 below. No fractional shares shall be issued hereunder. In
the event a Non-employee Director is entitled to a fractional share, such share amount shall be rounded upward to the next whole share
amount.
(b) No Additional Rights. Nothing contained herein shall be deemed to create a right in any Non-employee Director to remain a member
of the Board, to be nominated for reelection or to be reelected as such or, after ceasing to be such a member, to receive any cash or shares of
Common Stock under the Plan which are not already credited to his or her accounts.
8. Stock Adjustments. In the event of any merger, consolidation, stock or other non-cash dividend, extraordinary cash dividend, split-
up, spin-off, combination or exchange of shares or recapitalization or change in capitalization, or any other similar corporate event that affects
the shares of Common Stock or Olin Common Stock such that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits intended to be made available under this Plan, then the Committee shall make such adjustments
in (i) the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Section 7(a) and the number of shares
and/or Options that may be issued to a Non-employee Director with respect to any year as set forth in Section 6(a) and the number of shares
of Common Stock or Olin Common Stock, as the case may be, held in a Stock Account, (ii) the class of shares that may be issued under the
Plan, (iii) the amount and type of payment that may be made in respect of unpaid dividends on shares of Common Stock or Olin Common Stock
whose receipt has been deferred pursuant to Section 6(e), and (iv) the exercise price with respect to any award of Options or, if the Committee
deems it appropriate, make provision for cash payment to the holder of an outstanding Option, as the Committee shall deem appropriate in the
circumstances. The determination by the Committee as to the terms of any of the foregoing adjustments shall be final, conclusive and binding
for all purposes of the Plan.
9. Amendment and Termination. This Plan may be amended, suspended or terminated by action of the Board. Except as provided in this
Section 9, no termination of the Plan shall adversely affect the rights of any Non-employee Director with respect to any amounts otherwise
payable or credited to his or her Compensation Accounts. The Company, by action taken by its Board of Directors, may terminate the deferral
portions of the Plan and pay Participants (and Beneficiaries) their Account Balances in a single lump sum at any time, to the extent permitted
and in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix).
10. Nonassignability. No right to receive any payments under the Plan or any amounts credited to a Non-employee Director’s
Compensation Account shall be assignable or transferable by such Non-employee Director other than by will or the laws of descent and
distribution or pursuant to a domestic relations order. The designation of a beneficiary under Section 6(h) by a Non-employee Director does
not constitute a transfer.
11. Unsecured Obligation. Benefits payable under this Plan shall be an unsecured obligation of the Company. Nothing herein shall
prohibit the establishment of a grantor or rabbi trust with respect to the Plan.
14
12. Section 16b Compliance. It is the intention of the Company that all transactions under the Plan be exempt from liability imposed by
Section 16(b) of the 1934 Act. Therefore, if any transaction under the Plan is found not to be in compliance with an exemption from such
Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that the transaction does so comply and is so
exempt, to the extent permitted by law and deemed advisable by the Committee, and in all events the Plan shall be construed in favor of its
meeting the requirements of an exemption.
13. Credit and Grants. Amounts to be credited or granted hereunder shall be granted or credited on the date specified if such date is a
business day; otherwise, on the next succeeding business day.
15
Exhibit 10.9(b)
For Senior Executive Officers
AWARD DESCRIPTION AND AGREEMENT FOR

PERFORMANCE RETENTION SHARE AWARDS
GRANTED UNDER THE
ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN
GRANTED JANUARY 28, 2009
1. Terms
The terms and conditions of the Performance Retention Shares (as defined below) are contained in the Award Certificate evidencing the grant
of such shares, this Award Agreement (as defined below) and in the Arch Chemicals, Inc. 1999 Long Term Incentive Plan (the “Plan”) and
such resolutions, rules and policies previously or hereinafter adopted by the Compensation Committee of the Board of Directors of Arch
Chemicals, Inc. from time to time.
2. Definitions
As used herein:
“Award Agreement” means this Award Description and Agreement.
“Performance Retention Share” means a unit denominated as one phantom share of Arch Chemicals, Inc. Common Stock, granted as a
Performance Award pursuant to Section 6(c) of the Plan, that may be replaced by or converted into a Restricted Stock Unit (as defined
below).
“Measurement Date” means with respect to a Performance Cycle, the last day of the second calendar year of the Performance Cycle and
the last day of the third calendar year of such Performance Cycle.
“Participant” means a Salaried Employee granted an award of Performance Retention Shares under the Plan.
“Payment Schedule” means with respect to a Performance Retention Share, such Performance Retention Share’s schedule as set forth in
Exhibit I hereto with respect to the Performance Cycle to govern determination of the Payment Value of such Performance Retention
Share.
“Payment Value” means with respect to a Performance Retention Share at any given time, the portion, if any, of such Performance
Retention Share which a Participant has earned at such time under the applicable Payment Schedule during the Performance Cycle
relating to that Performance Retention Share.
“Performance Cycle” means with respect to Performance Retention Shares, a period of three fiscal years (beginning with the fiscal year in
which such Performance Retention Shares are granted) over which such Performance Retention Shares are to be earned in accordance
with the Payment Schedule; provided a Performance Cycle shall end upon full payment of the Performance Retention Shares relating
thereto.
“Performance Goal” means with respect to a particular Performance Retention Share the particular goal established by the Committee with
respect to a particular performance measure for such Performance Retention Share as set forth in resolutions of the Committee as
adopted from time to time.
“Restricted Stock Unit” means a unit denominated as one phantom share of Company Common Stock, granted pursuant to Section 6(b)
of the Plan, that results from the conversion or replacement of a Performance Retention Share as provided in Section 4 hereof.
“Valuation Date” means the first business day immediately prior to the Change in Control (or if the Arch Chemicals, Inc. Common Stock
is not traded on such day, the first preceding day on which such stock is traded).
“Vesting Period” means with respect to a Restricted Stock Unit, the three-year period beginning with the date of conversion of a
Performance Retention Share into a Restricted Stock Unit at the end of which such Restricted Stock Unit is to vest.
“Vesting Time” means with respect to a Vesting Period, the close of business on the last day of such Vesting Period.
Other capitalized terms utilized but not defined herein have the meanings specified in the Plan.
3. Performance Retention Share Awards

Performance Retention Shares which are awarded to a Participant shall have a Payment Value during a Performance Cycle determined on
the basis of the performance of Arch over such Performance Cycle in accordance with the applicable Payment Schedule. The Payment
Schedules, Performance Cycles and performance measures applicable to Performance Retention Shares are set forth in Exhibit I hereto.
Except as may be otherwise set forth in the Plan or herein, no Performance Retention Share may be earned prior to the Measurement Date
of the applicable Performance Cycle and then only to the extent set forth in the applicable Payment Schedule.
4. Conversion Payout
If the Performance Retention Shares held by a Participant and outstanding at the end of the Performance Cycle do not result in a payout
as provided in the Payment Schedule, then each such Performance Retention Share shall be automatically and without
2
further action by the Committee or the Company replaced with (or converted into) a Restricted Stock Unit on a one-for-one basis and
such Performance Retention Share shall be extinguished; provided in each case such Participant is on the active payroll of the Company
or then subsidiary of the Company as an employee on the last day of the Performance Cycle. No other person shall be entitled to receive
Restricted Stock Units as result of holding Performance Retention Shares at the end of the Performance Cycle.
5. Vesting and Payment –Performance Retention Shares

(a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Retention Shares awarded to him or
her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance
Retention Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule.
(b) The Payment Value of each Performance Retention Share at a given time shall be the portion, if any, of such Performance Retention Share
called for under the Payment Schedule at such time applicable to such Performance Retention Share’s Performance Cycle. Except as
specifically otherwise provided in the Plan, herein or by the Committee, 40% of the vested Performance Retention Shares shall be payable
to a Participant in cash only and 60% of the vested Performance Retention Shares shall be payable to a Participant in Shares on a one-for-
one basis.
(c) Performance Retention Shares not earned by the end of the Performance Cycle as provided in the Payment Schedule shall be forfeited or
extinguished and no payout shall occur with respect thereto except as otherwise provided in Section 4 herein.
(d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall
be paid the earlier of (i) March 15 in the year after the fiscal year for which the Performance Retention Shares were earned and (ii) the
tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Retention Shares were
earned, except as specifically otherwise provided in the Plan or herein or by the Committee.
(e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as
provided in, and subject to, the Company’s Employee Deferral Plan.
(f) For Payment Values of Performance Retention Shares that are to be paid in cash except in connection with a payment arising as a result of
a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair
market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is
issued for the fiscal year for which such Performance Retention Shares were earned and ending with the seventh trading day following
such issuance, where “daily fair market value” for this purpose means the average of the high and
3
low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York
Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch
Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated
transaction reporting system for New York Stock Exchange issues on the Valuation Date.
6. Vesting and Payment—Restricted Stock Units

(a) Except as otherwise provided in the Plan or herein or by the Committee, a Participant’s interest in the Restricted Stock Units resulting
from the application of Section 4 above shall vest only at the Vesting Time applicable to the Vesting Period for such Restricted Stock
Units. Each Restricted Stock Unit not vested by the Vesting Time relating to such unit shall be forfeited.
(b) The total amount of Restricted Stock Units vested in a Participant at the Vesting Time shall be paid promptly but no later than the tenth
business day following such Vesting Time except as specifically otherwise provided in the Plan or herein or as otherwise provided by the
Committee.
(c) For Restricted Stock Units that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the
per share price of the Arch Chemicals, Inc. Common Stock (and thus each such unit) will be valued using the average of the “daily fair
market value” for the last five trading days of the Vesting Period where “daily fair market value” for this purpose means the average of
the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for
New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch
Chemicals, Inc. Common Stock (and thus each unit) will be valued at the average of the high and low sales prices thereof as reported on
the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date.
7. Termination of Employment
(a) A Participant’s outstanding Performance Retention Shares not yet earned and payable under the Payment Schedule relating to a
Performance Cycle and a Participant’s outstanding Restricted Stock Units shall be forfeited if the Participant ceases to be an employee of
the Company or any subsidiary of the Company for any reason before the end of such Performance Cycle or Vesting Time, as the case
may be, except if the Committee provides or has provided otherwise (or if delegated by the Committee to the Chief Executive Officer, the
Chief Executive Officer so provides).
(b) With respect to any non-forfeited Performance Retention Shares of a terminated Participant relating to incomplete Performance Cycles, he
or she shall be entitled to the Payment Value at the time provided in and subject to the applicable Payment Schedule if the Committee (or
its delegatee) has so decided.
4
8. Change in Control
Unless the Committee or the Board has acted otherwise, upon a Change in Control, outstanding Performance Retention Shares and
outstanding Restricted Stock Units, as the case may be, shall become vested, deemed earned in full and promptly paid to the Participants
in cash (but no later than the tenth business day after the Change in Control), in each case without regard to payment schedules and
notwithstanding that the applicable performance cycle or retention cycle shall not have been completed.
9. Tax Withholding
Federal, state or local taxes as may be applicable to any payout (“withholding taxes”) shall be deducted as withholding taxes to be paid
by the Participant from the portion of the payout payable in cash.
10. Dividend Equivalents

Unless and until the Committee decides otherwise and while a Performance Retention Share or Restricted Stock Unit is outstanding,
within five business days of each cash dividend payment date relating to Company Common Stock, the Company will pay to a
Participant for each outstanding Performance Share and Restricted Stock Unit so held on such dividend payment date, a cash payment
equal to the cash dividend payment made on one share of Company Common Stock on such cash dividend payment date. Performance
Retention Shares and Restricted Stock Units carry no voting rights nor shall the holder thereof be entitled to dividends or other rights
enjoyed by shareholders except as otherwise provided in this Section 10.
11. Fractional Shares

In the event a payout in the form of Shares, after giving effect to any deferral of the Share payout to any deferral plan or program of the
Company, including the Employee Deferral Plan, would entitle a Participant to a fractional share of Arch Chemicals, Inc. Common Stock,
such fractional share shall be rounded up to the next whole number of Shares and the Performance Retention Shares or Restricted Stock
Units, as the case may be, to be paid out in cash shall be reduced by the same amount of the fractional increase to the payout in Shares.
12. Miscellaneous
(a) By acceptance of the award of Performance Retention Shares, each employee agrees that such award is special compensation, and that
any amount paid under this Award Agreement will not affect
5
(i) the amount of any pension under any pension or retirement plan in which he or she participates as an employee of the Company,
(ii) the amount of coverage under any group life insurance plan in which he or she participates as an employee of the Company,
(iii) the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of
benefits is related to compensation.
6
Exhibit I
Performance Cycle: Ending on December 31, 2011.

Performance Measure: Return on Equity (“ROE”) for the calendar year ending at a Measurement Time.
Performance Goal:
Payment Schedule:
Payou t Un its Forfe ite d

ROE Equal to or Greater Than the Performance 100%* Not Applicable
Goal for Year Two at end of Year Two*
ROE Equal to or Greater Than the Performance 100% if no payout for Year Two occurs; Not Applicable
Goal for Year Three at end of Year Three otherwise, not applicable.
ROE That is Less Than the Performance Goal for 0% 100% but replaced with or converted into
Year Three at the End of Year Three and no restricted stock units on one-for-one basis
payout has occurred
* Provided such payout will not occur if it would cause any other performance share award or performance retention share award granted
under the Plan prior to this award to not payout. In such case, ROE shall not be measured for this award at the end of Year Two.
No more than one payout may occur for Performance Retention Shares with respect to the Performance Cycle.
7
Exhibit 10.9(c)
For Senior Executive Officers

PERFORMANCE SHARE AWARDS
GRANTED UNDER THE
1. Terms
The terms and conditions of the Performance Shares (as defined below) are contained in the Award Certificate evidencing the grant of such
shares, this Award Agreement (as defined below) and in the Arch Chemicals, Inc. 1999 Long Term Incentive Plan (the “Plan”) and such
resolutions, rules and policies previously or hereinafter adopted by the Compensation Committee of the Board of Directors of Arch Chemicals,
Inc. from time to time.
2. Definitions
As used herein:
“Participant” means a Salaried Employee granted an award of Performance Shares under the Plan.
“Payment Schedule” means with respect to a Performance Share, such Performance Share’s schedule as set forth in Exhibit I hereto with
respect to the Performance Cycle to govern determination of the Payment Value of such Performance Share.
“Payment Value” means with respect to a Performance Share at any given time, the portion, if any, of such Performance Share which a
Participant has earned at such time under the applicable Payment Schedule during the Performance Cycle relating to that Performance
Share.
“Performance Cycle” means with respect to Performance Shares, a period of three fiscal years (beginning with the fiscal year in which
such Performance Shares are granted) over which such Performance Shares are to be earned in accordance with the Payment Schedule;
provided a Performance Cycle shall end upon full payment of the Performance Shares relating thereto.
“Performance Goal” means with respect to a particular Performance Share the particular goal established by the Committee with respect
to a particular performance measure for such Performance Share as set forth in resolutions of the Committee as adopted from time to time.
“Performance Share” means a unit denominated as one phantom share of Arch Chemicals, Inc. Common Stock, granted as a Performance
Award pursuant to Section 6(c) of the Plan.
3. Performance Share Awards

Performance Shares which are awarded to a Participant shall have a Payment Value during a Performance Cycle determined on the basis
of the performance of Arch over such Performance Cycle in accordance with the applicable Payment Schedule. The Payment Schedules,
Performance Cycles and performance measures applicable to Performance Shares are set forth in Exhibit I hereto. Except as may be
otherwise set forth in the Plan or herein, no Performance Share may be earned prior to the Measurement Date of the applicable
Performance Cycle and then only to the extent set forth in the applicable Payment Schedule.
4. Vesting and Payment

(a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall
vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and
only to the extent earned and payable at such time in accordance with the Payment Schedule.
(b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the
Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in
the Plan, herein or by the Committee, 40% of the vested Performance Shares shall be payable to a Participant in cash only and 60% of the
vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis.
(c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be
forfeited.
2
be paid the earlier of (i) March 15 in the year after the fiscal year for which the Performance Shares were earned and (ii) the tenth business
day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically
otherwise provided in the Plan or herein or by the Committee
(f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change
in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value”
for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the
fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where
“daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period
as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising
as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high
and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the
Valuation Date.
(g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the
Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred
prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been
disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other
material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and
the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based”
compensation.
(a) A Participant’s outstanding Performance Shares not yet earned and payable under the Payment Schedule relating to a Performance Cycle
shall be forfeited if the Participant ceases to be an employee of the Company or any subsidiary of the Company for any reason before the
end of such Performance Cycle except if the Committee provides or has provided otherwise (or if delegated by the Committee to the Chief
Executive Officer, the Chief Executive Officer so provides).
3
(b) With respect to any non-forfeited Performance Shares of a terminated Participant relating to incomplete Performance Cycles, he or she
shall be entitled to the Payment Value at the time provided in and subject to the applicable Payment Schedule if the Committee (or its
delegatee) so decides.
Unless the Committee or the Board has acted otherwise, upon a Change in Control, outstanding Performance Shares shall become
vested, deemed earned in full and promptly paid to the Participants in cash (but no later than the tenth business day after the Change in
Control), in each case without regard to payment schedules and notwithstanding that the applicable performance cycle shall not have
been completed.
7. Tax Withholding
Unless and until the Committee decides otherwise and while a Performance Share is outstanding, within five business days of each cash
dividend payment date relating to Company Common Stock, the Company will pay to a Participant for each outstanding Performance
Share so held on such dividend payment date a cash payment equal to the cash dividend payment made on one share of Company
Common Stock on such cash dividend payment date. Performance Shares carry no voting rights nor shall the holder thereof be entitled
to dividends or other rights enjoyed by shareholders except as otherwise provided in this Section 8.
such fractional share shall be rounded up to the next whole number of Shares and the Performance Shares to be paid out in cash shall be
reduced by the same amount of the fractional increase to the payout in Shares.
4
10. Miscellaneous
(a) By acceptance of the award of Performance Shares, each employee agrees that such award is special compensation, and that any amount
paid under the Award Agreement will not affect
5
Exhibit I

Performance Goal:
Payment Schedule:

ROE That is Less Than the Performance Goal for 0% 100%
Year Three at the End of Year Three and no
payout has occurred
No more than one payout may occur for Performance Shares with respect to the Performance Cycle.
6
Exhibit 10.9(d)
For Non -Senior Executive Officers and other participants

PERFORMANCE RETENTION SHARE AWARDS
GRANTED UNDER THE
1. Terms
The terms and conditions of the Performance Retention Shares (as defined below) are contained in the Award Certificate evidencing the grant
of such shares, this Award Agreement (as defined below) and in the Arch Chemicals, Inc. 1999 Long Term Incentive Plan (the “Plan”) and
such resolutions, rules and policies previously or hereinafter adopted by the Compensation Committee of the Board of Directors of Arch
Chemicals, Inc. from time to time.
2. Definitions
As used herein:
“Performance Retention Share” means a unit denominated as one phantom share of Arch Chemicals, Inc. Common Stock, granted as a
Performance Award pursuant to Section 6(c) of the Plan, that may be replaced by or converted into a Restricted Stock Unit (as defined
below).
“Participant” means a Salaried Employee granted an award of Performance Retention Shares under the Plan.
“Payment Schedule” means with respect to a Performance Retention Share, such Performance Retention Share’s schedule as set forth in
Exhibit I hereto with respect to the Performance Cycle to govern determination of the Payment Value of such Performance Retention
Share.
“Payment Value” means with respect to a Performance Retention Share at any given time, the portion, if any, of such Performance
Retention Share which a Participant has earned at such time under the applicable Payment Schedule during the Performance Cycle
relating to that Performance Retention Share.
“Performance Cycle” means with respect to Performance Retention Shares, a period of three fiscal years (beginning with the fiscal year in
which such Performance Retention Shares are granted) over which such Performance Retention Shares are to be earned in accordance
with the Payment Schedule; provided a Performance Cycle shall end upon full payment of the Performance Retention Shares relating
thereto.
“Performance Goal” means with respect to a particular Performance Retention Share the particular goal established by the Committee with
respect to a particular performance measure for such Performance Retention Share as set forth in resolutions of the Committee as
adopted from time to time.
of the Plan, that results from the conversion or replacement of a Performance Retention Share as provided in Section 4 hereof.
“Vesting Period” means with respect to a Restricted Stock Unit, the three-year period beginning with the date of conversion of a
Performance Retention Share into a Restricted Stock Unit at the end of which such Restricted Stock Unit is to vest.
“Vesting Time” means with respect to a Vesting Period, the close of business on the last day of such Vesting Period.
3. Performance Retention Share Awards

Performance Retention Shares which are awarded to a Participant shall have a Payment Value during a Performance Cycle determined on
the basis of the performance of Arch over such Performance Cycle in accordance with the applicable Payment Schedule. The Payment
Schedules, Performance Cycles and performance measures applicable to Performance Retention Shares are set forth in Exhibit I hereto.
Except as may be otherwise set forth in the Plan or herein, no Performance Retention Share may be earned prior to the Measurement Date
of the applicable Performance Cycle and then only to the extent set forth in the applicable Payment Schedule.
4. Conversion Payout
If the Performance Retention Shares held by a Participant and outstanding at the end of the Performance Cycle do not result in a payout
as provided in the Payment Schedule, then each such Performance Retention Share shall be automatically and without
2
further action by the Committee or the Company replaced with (or converted into) a Restricted Stock Unit on a one-for-one basis and
such Performance Retention Share shall be extinguished; provided in each case such Participant is on the active payroll of the Company
or then subsidiary of the Company as an employee on the last day of the Performance Cycle. No other person shall be entitled to receive
Restricted Stock Units as result of holding Performance Retention Shares at the end of the Performance Cycle.
5. Vesting and Payment –Performance Retention Shares

(a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Retention Shares awarded to him or
her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance
Retention Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule.
(b) The Payment Value of each Performance Retention Share at a given time shall be the portion, if any, of such Performance Retention Share
called for under the Payment Schedule at such time applicable to such Performance Retention Share’s Performance Cycle. Except as
specifically otherwise provided in the Plan, herein or by the Committee, 50% of the vested Performance Retention Shares shall be payable
to a Participant in cash only and 50% of the vested Performance Retention Shares shall be payable to a Participant in Shares on a one-for-
one basis.
(c) Performance Retention Shares not earned by the end of the Performance Cycle as provided in the Payment Schedule shall be forfeited or
extinguished and no payout shall occur with respect thereto except as otherwise provided in Section 4 herein.
be paid the earlier of (i) March 15 in the year after the fiscal year for which the Performance Retention Shares were earned and (ii) the
tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Retention Shares were
earned, except as specifically otherwise provided in the Plan or herein or by the Committee.
(f) For Payment Values of Performance Retention Shares that are to be paid in cash except in connection with a payment arising as a result of
a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair
market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is
issued for the fiscal year for which such Performance Retention Shares were earned and ending with the
3
seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low
sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock
Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc.
Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction
reporting system for New York Stock Exchange issues on the Valuation Date.
6. Vesting and Payment - Restricted Stock Units

(a) Except as otherwise provided in the Plan or herein or by the Committee, a Participant’s interest in the Restricted Stock Units resulting
from the application of Section 4 above shall vest only at the Vesting Time applicable to the Vesting Period for such Restricted Stock
Units. Each Restricted Stock Unit not vested by the Vesting Time relating to such unit shall be forfeited.
(b) The total amount of Restricted Stock Units vested in a Participant at the Vesting Time shall be paid promptly but no later than the tenth
business day following such Vesting Time except as specifically otherwise provided in the Plan or herein or as otherwise provided by the
Committee.
(c) For Restricted Stock Units that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the
per share price of the Arch Chemicals, Inc. Common Stock (and thus each such unit) will be valued using the average of the “daily fair
market value” for the last five trading days of the Vesting Period where “daily fair market value” for this purpose means the average of
the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for
New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch
Chemicals, Inc. Common Stock (and thus each unit) will be valued at the average of the high and low sales prices thereof as reported on
the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date.
(a) A Participant’s outstanding Performance Retention Shares not yet earned and payable under the Payment Schedule relating to a
Performance Cycle and a Participant’s outstanding Restricted Stock Units shall be forfeited if the Participant ceases to be an employee of
the Company or any subsidiary of the Company for any reason before the end of such Performance Cycle or Vesting Time, as the case
may be, except if the Committee provides or has provided otherwise (or if delegated by the Committee to the Chief Executive Officer, the
Chief Executive Officer so provides).
4
(b) With respect to any non-forfeited Performance Retention Shares of a terminated Participant relating to incomplete Performance Cycles, he
or she shall be entitled to the Payment Value at the time provided in and subject to the applicable Payment Schedule if the Committee (or
its delegatee) has so decided.
Unless the Committee or the Board has acted otherwise, upon a Change in Control, outstanding Performance Retention Shares and
outstanding Restricted Stock Units, as the case may be, shall become vested, deemed earned in full and promptly paid to the Participants
in cash (but no later than the tenth business day after the Change in Control), in each case without regard to payment schedules and
notwithstanding that the applicable performance cycle or retention cycle shall not have been completed.
9. Tax Withholding

Unless and until the Committee decides otherwise and while a Performance Retention Share or Restricted Stock Unit is outstanding,
within five business days of each cash dividend payment date relating to Company Common Stock, the Company will pay to a
Participant for each outstanding Performance Share and Restricted Stock Unit so held on such dividend payment date, a cash payment
equal to the cash dividend payment made on one share of Company Common Stock on such cash dividend payment date. Performance
Retention Shares and Restricted Stock Units carry no voting rights nor shall the holder thereof be entitled to dividends or other rights
enjoyed by shareholders except as otherwise provided in this Section 10.

such fractional share shall be rounded up to the next whole number of Shares and the Performance Retention Shares or Restricted Stock
Units, as the case may be, to be paid out in cash shall be reduced by the same amount of the fractional increase to the payout in Shares.
5
12. Miscellaneous
(a) By acceptance of the award of Performance Retention Shares, each employee agrees that such award is special compensation, and that
any amount paid under this Award Agreement will not affect
6
Exhibit I

Performance Goal:
Payment Schedule:

ROE That is Less Than the Performance Goal for 0% 100% but replaced with or converted into
Year Three at the End of Year Three and no restricted stock units on one-for-one basis
payout has occurred
No more than one payout may occur for Performance Retention Shares with respect to the Performance Cycle.
7
Exhibit 10.9(e)
For Non -Senior Executive Officers
and other participants

PERFORMANCE SHARE AWARDS
GRANTED UNDER THE
1. Terms
The terms and conditions of the Performance Shares (as defined below) are contained in the Award Certificate evidencing the grant of such
2. Definitions
As used herein:
“Participant” means a Salaried Employee granted an award of Performance Shares under the Plan.
“Payment Schedule” means with respect to a Performance Share, such Performance Share’s schedule as set forth in Exhibit I hereto with
respect to the Performance Cycle to govern determination of the Payment Value of such Performance Share.
“Payment Value” means with respect to a Performance Share at any given time, the portion, if any, of such Performance Share which a
Participant has earned at such time under the applicable Payment Schedule during the Performance Cycle relating to that Performance
Share.
“Performance Cycle” means with respect to Performance Shares, a period of three fiscal years (beginning with the fiscal year in which
such Performance Shares are granted) over which such Performance Shares are to be earned in accordance with the Payment Schedule;
provided a Performance Cycle shall end upon full payment of the Performance Shares relating thereto.
“Performance Goal” means with respect to a particular Performance Share the particular goal established by the Committee with respect
to a particular performance measure for such Performance Share as set forth in resolutions of the Committee as adopted from time to time.
“Performance Share” means a unit denominated as one phantom share of Arch Chemicals, Inc. Common Stock, granted as a Performance
Award pursuant to Section 6(c) of the Plan.
3. Performance Share Awards

Performance Shares which are awarded to a Participant shall have a Payment Value during a Performance Cycle determined on the basis
of the performance of Arch over such Performance Cycle in accordance with the applicable Payment Schedule. The Payment Schedules,
Performance Cycles and performance measures applicable to Performance Shares are set forth in Exhibit I hereto. Except as may be
otherwise set forth in the Plan or herein, no Performance Share may be earned prior to the Measurement Date of the applicable
Performance Cycle and then only to the extent set forth in the applicable Payment Schedule.

(a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall
vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and
only to the extent earned and payable at such time in accordance with the Payment Schedule.
(b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the
Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in
the Plan, herein or by the Committee, 50% of the vested Performance Shares shall be payable to a Participant in cash only and 50% of the
vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis.
(c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be
forfeited.
2
be paid the earlier of (i) March 15 in the year after the fiscal year for which the Performance Shares were earned and (ii) the tenth business
day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically
otherwise provided in the Plan or herein or by the Committee
(f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change
in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value”
for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the
fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where
“daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period
as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising
as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high
and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the
Valuation Date.
(g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the
Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred
prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been
disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other
material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and
the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based”
compensation.
(a) A Participant’s outstanding Performance Shares not yet earned and payable under the Payment Schedule relating to a Performance Cycle
shall be forfeited if the Participant ceases to be an employee of the Company or any subsidiary of the Company for any reason before the
end of such Performance Cycle except if the Committee provides or has provided otherwise (or if delegated by the Committee to the Chief
Executive Officer, the Chief Executive Officer so provides).
3
(b) With respect to any non-forfeited Performance Shares of a terminated Participant relating to incomplete Performance Cycles, he or she
shall be entitled to the Payment Value at the time provided in and subject to the applicable Payment Schedule if the Committee (or its
delegatee) so decides.
Unless the Committee or the Board has acted otherwise, upon a Change in Control, outstanding Performance Shares shall become
vested, deemed earned in full and promptly paid to the Participants in cash (but no later than the tenth business day after the Change in
Control), in each case without regard to payment schedules and notwithstanding that the applicable performance cycle shall not have
been completed.
7. Tax Withholding
Unless and until the Committee decides otherwise and while a Performance Share is outstanding, within five business days of each cash
dividend payment date relating to Company Common Stock, the Company will pay to a Participant for each outstanding Performance
Share so held on such dividend payment date a cash payment equal to the cash dividend payment made on one share of Company
Common Stock on such cash dividend payment date. Performance Shares carry no voting rights nor shall the holder thereof be entitled
to dividends or other rights enjoyed by shareholders except as otherwise provided in this Section 8.
such fractional share shall be rounded up to the next whole number of Shares and the Performance Shares to be paid out in cash shall be
reduced by the same amount of the fractional increase to the payout in Shares.
4
10. Miscellaneous
(a) By acceptance of the award of Performance Shares, each employee agrees that such award is special compensation, and that any amount
paid under the Award Agreement will not affect
5
Exhibit I

Performance Goal:
Payment Schedule:

ROE That is Less Than the Performance Goal for 0% 100%
Year Three at the End of Year Three and no
payout has occurred
No more than one payout may occur for Performance Shares with respect to the Performance Cycle.
6
Exhibit 10.9(l)
LOGO

Restricted Stock Unit Award
Restricted Stock Unit Certificate
This certificate certifies that the employee named below has been awarded on the date hereof the number of Restricted Stock Units shown
below.
Subject to the terms and conditions of the 1999 Long Term Incentive Plan and related Award Description and the rules and policies
adopted by the Committee administering such Plan, this certificate will entitle the recipient following the Measurement Time to one share
of Arch Chemicals, Inc. Common Stock for each Restricted Stock Unit then so held.
Employee: Joseph Shaulson
Number of Restricted Stock Units: 6,000
Vesting Period: August 8, 2008 up to and including August 7, 2011
Measurement Time: 11:59 p.m. ET on August 7, 2011

By the Compensation Committee
/s/ Lorraine S. Mercede

Lorraine S. Mercede
I hereby accept the above grant of Restricted Stock Units and agree that, during my employment, I will devote my time, energy and skill to the
service of Arch Chemicals, Inc. or its Affiliates and the promotion of its interests. I further state that I am familiar with the Plan and agree to be
bound by the terms and restrictions of the Plan, the related Award Description and this award.
/s/ Joseph Shaulson

Joseph Shaulson
Dated: August 8, 2008
This Restricted Stock Unit certificate must be signed and returned to the Corporate Human Resources Department (Attention: Lorraine
Mercede) so it is received by her within 30 days of the award date or the award will be cancelled.
Phantom Restricted Stock Unit


RESTRICTED STOCK UNIT AWARD
GRANTED UNDER THE
1999 LONG TERM INCENTIVE PLAN
DATED AUGUST 8, 2008
1. Terms
The terms and conditions of the Restricted Stock Units (as defined below) are contained in the Award Certificate evidencing the grant of such
2. Definitions
As used herein:
“Award Certificate” means the Award certificate representing the Restricted Stock Units granted to a specific individual.
“Measurement Time” means with respect to a Vesting Period, 11:59 p.m. ET on the last day of such Vesting Period.
“Participant” means the individual named in the Award Certificate who shall be a Salaried Employee.
of the Plan.
“Vesting Period” means with respect to a Restricted Stock Unit, the period beginning with the date of grant of the Restricted Stock Unit
at the end of which such Restricted Stock Unit is to vest, such period being as set forth in the Award Certificate representing such unit.

(a) Except as otherwise provided in the Plan or herein or by the Committee, a Participant’s interest in the Restricted Stock Units awarded to
him or her shall vest only at the Measurement Time applicable to the Vesting Period for such Restricted Stock Units. Each Restricted
Stock Unit not vested by the Measurement Time relating to such unit shall be forfeited.
(b) Except as specifically otherwise provided in the Plan, herein or by the Committee, each vested Restricted Stock Unit shall be payable to a
Participant in Shares following the Measurement Time, except as otherwise provided in Section 5 and in the Plan. Units shall be payable
in Shares on a one-for-one basis.
(c) The total amount of Restricted Stock Units vested in a Participant at the Measurement Time shall be paid promptly but no later than the
tenth business day following such Measurement Time except as specifically otherwise provided in the Plan or herein or as otherwise
provided by the Committee.
(d) For Restricted Stock Units that are to be paid in cash, the Shares will be valued at the average of the high and low sales prices thereof as
reported on the consolidated transaction reporting system for New York Stock Exchange issues on the fifth business day before such
cash payment is due (or if the Shares are not traded on such day, the first preceding day on which such shares is traded).
(e) Restricted Stock Units shall carry no voting rights nor be entitled to receive any dividends or other rights enjoyed by shareholders
except, unless and until the Committee decides otherwise, within five business days after each cash dividend payment date relating to
Shares that occurs after the date of grant of the Restricted Stock Units and until the earlier of the payout or forfeiture of the Restricted
Stock Units, the Company will pay to a Participant for each Restricted Stock Unit so held during such period a cash payment equal to the
cash dividend payment made on one Share on such cash dividend payment date.
(a) A Participant’s outstanding Restricted Stock Units not yet vested and payable under the Vesting Period shall be forfeited if his or her
employment with the Company or any subsidiary terminates for any reason before the applicable Measurement Time except as otherwise
provided from time to time by the Committee (or if delegated by the Committee to the Chief Executive Officer, the Chief Executive Officer).
2
Unless the Committee or the Board has acted otherwise (but no later than the tenth business day after the Change in Control), upon a
Change in Control of the Company, Restricted Stock Units otherwise not yet vested shall be paid out in cash and in accordance with
Section 9 of the Plan.
Company, including the Employee Deferral Plan, would entitle a Participant to a fractional share of Company Common Stock, such
fractional share shall be rounded up to the next whole number of Shares and the Restricted Stock Units to be paid out in cash, if any,
shall be reduced by the same amount of the fractional increase to the payout in Shares.
7. Tax Withholding
Arch will withhold from the payout of the Restricted Stock Units the amount necessary to satisfy the Participant’s federal, state and local
minimum statutory withholding tax requirements.
8. Miscellaneous
(a) By acceptance of the award of Restricted Stock Units, each employee agrees that such award is special compensation, and that any
amount paid under this Award Agreement will not affect
(ii) the amount of coverage under any group life insurance plan in which he or she participates as an employee of the Company, or
Exhibit 10.10

SUPPLEMENTAL CONTRIBUTING EMPLOYEE
OWNERSHIP PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2009

Arch Chemicals, Inc. Supplemental Contributing Employee Ownership Plan

ARTICLE I 1
Establishment and Purpose 1
ARTICLE II 1
Definitions 1
ARTICLE III 9
Eligibility and Participation 9
ARTICLE IV 10
Deferrals 10
ARTICLE V 12
Company Contributions 12
ARTICLE VI 12
Benefits 12
ARTICLE VII 15
Modifications to Payment Schedules 15
ARTICLE VIII 16
Investments; Valuation of Account Balances 16
ARTICLE IX 18
Administration 18
ARTICLE X 19
Amendment and Termination 19
ARTICLE XI 20
Informal Funding 20
ARTICLE XII 20
Claims 20
ARTICLE XIII 22
General Provisions 22
Arch Chemicals, Inc. Supplemental Contributing Employee Ownership Plan

ARTICLE I
Establishment and Purpose
Arch Chemicals, Inc. (the “Company”) hereby amends and restates the Arch Chemicals, Inc. Supplemental Contributing Employee Ownership
Plan (the “Plan”), effective as of January 1, 2009. This amendment and restatement applies to all amounts previously or hereafter deferred
under the Plan, it being expressly intended that this amendment and restatement shall constitute a material modification of the Plan as in effect
on October 3, 2004, such that all amounts deferred under the Plan prior to January 1, 2005, shall be subject to Code Section 409A.
The purpose of the Plan is to permit certain executive employees of the Company whose contributions to the Arch Chemicals, Inc.
Contributing Employee Ownership Plan (the “CEOP”) are limited as a result of Code-imposed limitations to have additional opportunities to
defer compensation and to receive employer matching contributions. The Plan is not intended to meet the qualification requirements of Code
Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that
intent.
The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the
status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely
responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended
to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the
Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by
the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to
the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.
ARTICLE II
Definitions
2.1 Account. Account means a bookkeeping account maintained by the Administrator to record the payment obligation of a Participating
Employer to a Participant as determined under the terms of the Plan. The Administrator may maintain an Account to record the total
obligation to a Participant and component Accounts (such as, e.g., a Matching Contribution Account) to reflect amounts subject to
vesting or other conditions. Reference to an Account means any such Account established by the Administrator, as the context
requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.
2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such
Account as of the most recent valuation date.
2.3 Administrator. Administrator means the Pension Administration and Review Committee.
2.4 Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit
of its eligible employees.
2.5 Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code
Section 414(b) or (c).
2.6 Arch Common Stock. Arch Common Stock means the common stock of Arch Chemicals, Inc., par value $1.00 per share.
2.7 Arch Stock Units. Arch Stock Units means the phantom stock or share equivalents (including fractions) credited to a Participant’s
Account, with one Arch Stock Unit equal to one share of Arch Common Stock. Except as expressly provided herein, an allocation of
Arch Stock Units to a Participant’s Account shall confer no rights upon such Participant as a shareholder of the Company or otherwise,
but shall confer only the right to receive the value of such shares credited as and when provided herein.
2.8 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary
is entitled in accordance with provisions of the Plan. A Participant’s Beneficiary for purposes of this Plan shall be the beneficiary
designated for purposes of the CEOP, unless the Participant has filed a separate Beneficiary designation solely for any benefits payable
hereunder. The Participant’s estate shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all
designated Beneficiaries have predeceased the Participant. If one or more Beneficiaries survive the Participant, but all Beneficiaries die
before complete payment of all amounts due has been made, any remaining unpaid amounts shall be paid to the estate of the last to die
of such Beneficiaries.
To be effective, a Beneficiary designation must be in writing, in a form acceptable to the Administrator and filed with the Administrator
or the CEOP Plan Administrator, as the case may be, prior to the death of the Participant.
2.9 Business Day. A Business Day is each day on which the New York Stock Exchange is open for business.
2.10 CEOP. CEOP means the Arch Chemicals, Inc. Contributing Employee Ownership Plan.
2.11 Change in Control. Change in Control, with respect to a Participating Employer that is organized as a corporation, occurs on the date on
which any of the following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective
control of the Participating Employer; or (iii) a change in the ownership of a substantial portion of the assets of the Participating
Employer.
Page 2
A change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting
as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group
constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer.
A change in the effective control of the Participating Employer occurs on the date on which either (i) a person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the
stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the
most recent acquisition, or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-
month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior
to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer.
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person
acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the
Participating Employer that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of
the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets
acquired during the 12-month period ending on the date of the most recent acquisition.
An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating
Employer that has experienced the Change in Control, or the Participant’s relationship to the affected Participating Employer otherwise
satisfies the requirements of Treasury Regulation Section 1.409A-3(2)(i)(5)(ii).
The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the
2.12 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XI of this Plan.
2.13 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.
2.14 Code Section 409A. Code Section 409A means Section 409A of the Code, and regulations and other guidance issued by the Treasury
Department and Internal Revenue Service thereunder.
Page 3
2.15 Committee. Committee means the Compensation Committee of the Board of Directors of the Company.
2.16 Company. Company means Arch Chemicals, Inc., a Virginia corporation.
2.17 Company Contributions. Company Contributions mean Excess Company Matching Contributions and Excess Performance Matching
Contributions.
2.18 Compensation. Compensation means basic compensation (also known as base salary) paid to an Eligible Employee for regularly
scheduled hours of work rendered to any Participating Employer, prior to reduction for any elective deferrals under the CEOP or any
salary reduction contributions made to a plan described in Section 125 of the Code; and excludes any additional compensation, such as
living and similar allowances and incentive compensation, such as amounts received from bonus plans and from the exercise of a stock
appreciation right or stock option. Compensation shall not include any compensation that has been previously deferred under this Plan
or any other arrangement subject to Code Section 409A.
2.19 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating
Employer that specifies (i) the amount of Excess Compensation that the Participant has elected to defer to the Plan in accordance with
the provisions of Article IV, and (ii) the Payment Schedule applicable to the Participant’s Accounts. A Compensation Deferral
Agreement may also specify the deemed investment allocation described in Section 8.4.
2.20 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as
provided in Section 6.1(c) of the Plan.
2.21 Deferral. Deferral (or Compensation Deferral) means a credit to a Participant’s Account(s) that records that portion of the Participant’s
Excess Compensation (and/or prior to January 1, 2009, Compensation) that the Participant has elected to defer in accordance with the
provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes earnings
attributable to such Deferrals.
Effective as of January 1, 2009, Deferrals are capped at 75% of Excess Compensation and shall be reduced by the Administrator if
necessary so that Deferrals do not exceed 100% of the cash compensation of the Participant remaining after deduction of all required
income and employment taxes, employee benefit plan deductions, and other deductions required by law. Changes to payroll
withholdings that affect the amount of Excess Compensation being deferred to the Plan shall be allowed only to the extent permissible
under Code Section 409A.
Page 4
2.22 Effective Date. Effective Date of this amended and restated plan document means January 1, 2009. The Plan was originally effective as
of February 8, 1999.
2.23 Eligible Employee. Eligible Employee means an Employee who meets all of the following requirements:
(a) the Employee is a member of a “select group of management or highly compensated employees” of a Participating Employer
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and a “highly compensated employee” within the
meaning of Code Section 414(q);
(b) the Employee is a full-time salaried employee (including employees who are officers of the Company) on the active payroll of the
Company and/or a Participating Employer, and has at least 1182 Hay Points;
(c) the Employee has been selected by the Administrator to participate in this Plan; and
(d) the Employee is eligible to participate in the CEOP.
2.24 Employee. Employee means a common-law employee of an Employer.
2.25 Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate.
2.26 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
2.27 Excess Compensation. Excess Compensation means Compensation (as defined above) in excess of the Code Section 401(a)(17) limit
(e.g., $245,000, as of 2009) earned within a given Plan Year.
2.28 Excess Company Matching Contribution. Excess Company Matching Contribution means a credit to a Participant’s Account in
accordance with the provisions of Article V of the Plan. For each Plan Year the amount of a Participant’s Excess Company Matching
Contribution is derived by applying the Company Matching Contribution formula under the CEOP (disregarding any cap on eligible
Compensation) to the Participant’s Compensation Deferral elected for purposes of this Plan, provided that an Excess Company
Matching Contribution will not be based on a Compensation Deferral in excess of 6% of the Participant’s Excess Compensation. Unless
the context clearly indicates otherwise, a reference to an Excess Company Matching Contribution shall include earnings attributable to
such contribution.
2.29 Excess Performance Matching Contribution. Excess Performance Matching Contribution means a credit by a Participating Employer to a
Participant’s Account in accordance with the provisions of Article V of the Plan. For each Plan Year the amount of a Participant’s
Excess Performance Matching Contribution is derived by applying the Company Performance Matching
Page 5
Contribution formula under the CEOP (disregarding any cap on eligible compensation) to the Participant’s Compensation Deferral
elected for purposes of this Plan, provided that an Excess Performance Matching Contribution will not be based on a Compensation
Deferral in excess of 6% of the Participant’s Excess Compensation. Unless the context clearly indicates otherwise, a reference to an
Excess Performance Matching Contribution shall include earnings attributable to such contribution.
2.30 Exchange Act. The Exchange Act means the Securities Exchange Act of 1934, as amended.
2.31 Fair Market Value. With respect to a date, on a per share or unit basis, Fair Market Value means (i) with respect to Arch Common Stock
or Arch Stock Units, the average of the high and the low price of a share of Arch Common Stock reported on the consolidated tape of
the New York Stock Exchange (or such other primary exchange on which the Common Stock is traded) (“Exchange”) on such date or if
the Exchange is closed on such date, the next succeeding date on which it is open, (ii) with respect to Olin Stock Units, the average of
the high and the low price of a share of Olin Common Stock reported on the consolidated tape of the Exchange on such date or if the
Exchange is closed on such date, the next succeeding date on which it is open, and (iii) with respect to other investment vehicles, the
closing or unit price or net asset value of such vehicle, as the case may be, on such date, or if such date is not a Business Day, the next
following Business Day.
2.32 Matching Contribution Account. A Participant’s Matching Contribution Account is a subaccount of the Participant’s Termination
Account under this Plan to which Company Contributions are credited.
2.33 Olin Common Stock. Olin Common Stock means the common stock of Olin Corporation, Inc.
2.34 Olin Stock Account. A Participant’s Olin Stock Account is an Account under the Plan to which Olin Stock Units are credited. Except for
dividend equivalents relating to Olin Stock Units or in the event of a stock adjustment (as provided in Section 8.2(a)), no additional
contributions or additions may be made to an Olin Stock Account after February 8, 1999.
2.35 Olin Stock Units. Olin Stock Units means the phantom stock or share equivalents (including fractions) credited to a Participant’s Olin
Stock Account, with one Olin Stock Unit equal to one share of Olin Common Stock.
2.36 Participant. Participant means a person with an Account Balance greater than zero, regardless of whether such person continues to be
an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.
Page 6
2.37 Participating Employer. Participating Employer means the Company and each Adopting Employer.
2.38 Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in
which payment of such Account will be made.
2.39 Plan. Generally, the term Plan means the Arch Chemicals, Inc. Supplemental Contributing Employee Ownership Plan, as documented
herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the
term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg.
Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is
treated as a single plan under such section.
2.40 Plan Year. Plan Year means January 1 through December 31.
2.41 Section 16(b) Employee. A Section 16(b) Employee is an Employee or former Employee who is subject to Section 16(b) of the Exchange
Act.
2.42 Separation from Service. An Employee incurs a Separation from Service upon termination of employment with the Employer. Except as
noted below with respect to asset sales, the Administrator will determine, in accordance with Code Section 409A, whether a Separation
from Service has occurred. Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is
deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to
be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee
during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods
during which the Employee was on a bona fide leave of absence.
An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from
Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the
expiration of the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, with
respect to an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a
continuous period of at least six months and that prevents the Employee from performing the duties of his or her position of
employment or a similar position, the twenty-nine-month anniversary of the commencement of leave shall be substituted for the six-
month anniversary in (i) in the preceding sentence.
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For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in
Section 2.26 of the Plan, except that for purposes of determining whether another organization is an Affiliate of the Company, common
ownership of at least 50% shall be determinative.
The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated
party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the
transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the
2.43 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key
employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An
Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with
applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the
Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on
the Specified Employee Effective Date.
For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in
accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Code
section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section 125(a),
132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is not
a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under
Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or
business within the United States.
Notwithstanding anything in this paragraph to the contrary, (i) if a different definition of compensation has been designated by the
Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of
compensation shall be the definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action that is
legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different
definition of compensation.
In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)(6), the identification of Specified Employees shall be
determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative
methodology through designations made within the timeframes specified therein.
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2.44 Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified
Employee Identification Date, or such earlier date as is selected by the Committee.
2.45 Specified Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a
different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the
Employer.
2.46 Termination Account. Termination Account means an Account established by the Committee to record the amounts payable to a
Participant upon the Participant’s Separation from Service. All Deferrals shall be allocated to a Termination Account on behalf of the
Participant.
2.47 Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s
Separation from Service.
2.48 Unforeseeable Emergency. An Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152, but without regard
to Section 152(b)(1), (b)(2) or (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild
a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events
which may qualify as an Unforeseeable Emergency shall be specified by the Committee in administrative documents or forms.
ARTICLE III
Eligibility and Participation
3.1 Eligibility and Participation. An Eligible Employee becomes a Participant upon receipt of notification of eligibility to participate and filing
of an initial Compensation Deferral Agreement.
3.2 Duration. A Participant shall be eligible to defer Excess Compensation, subject to the terms of the Plan, for as long as such Participant
remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer
Excess Compensation under the Plan but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or
her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is
greater than zero, and during such time may continue to make allocation elections as
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provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is
entitled have been paid.
ARTICLE IV
Deferrals
4.1 Deferral Elections, Generally.
(a) An Eligible Employee shall submit a Compensation Deferral Agreement during the enrollment periods established by the
Administrator and in the manner specified by the Administrator, but in any event, in accordance with Section 4.2. A
Compensation Deferral Agreement that is not properly and timely filed shall be considered void and shall have no effect.
(b) Effective as of January 1, 2009, for any given year, a Participant may elect to defer up to 75% (in whole integers) of Excess
Compensation for purposes of this Plan.
(c) The Participant shall specify on his or her initial Compensation Deferral Agreement the Payment Schedule applicable to his or
her Plan Account. If a Payment Schedule is not specified in a Compensation Deferral Agreement, the Participant shall be deemed
to have elected to have all Accounts paid in a single lump sum.
(d) Section 16(b) Employees who wish to allocate Deferrals to a deemed investment in Arch Stock Units must obtain prior approval
of the Administrator.
4.2 Timing Requirements for Compensation Deferral Agreements.

(a) Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Excess Compensation by filing a
Compensation Deferral Agreement no later than December 31 (or such earlier date as established by the Administrator) of the
year prior to the year in which the Excess Compensation to be deferred is earned. A Compensation Deferral Agreement described
in this paragraph shall become irrevocable with respect to such Excess Compensation as of January 1 of the year in which such
Excess Compensation is earned.
(b) First Year of Eligibility. If permitted by the Administrator, in the case of the first year in which an Eligible Employee becomes
eligible to participate in the Plan, such Employee has up to 30 days following his or her initial eligibility to submit a
Compensation Deferral Agreement with respect to Excess Compensation to be earned during such year. The
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Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The
determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be
determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Sections 1.409A-1(c) and
1.409A-2(a)(7).
A Compensation Deferral Agreement filed under this paragraph applies to Excess Compensation earned on and after the date the
Compensation Deferral Agreement becomes irrevocable.
(c) “Evergreen” Deferral Elections. The Administrator, in its discretion, may provide in the Compensation Deferral Agreement that
such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such
“evergreen” Compensation Deferral Agreements will become effective with respect to Excess Compensation on the date such
election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or
modified prospectively with respect to Excess Compensation for which such election remains revocable under this Section 4.2. A
Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.5 will be required to file a new
Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan.
4.3 Deductions from Pay. The Administrator has the authority to determine the payroll practices under which any component of
Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.
4.4 Vesting. Participant Deferrals shall be 100% vested at all times.
4.5 Cancellation of Deferrals. The Administrator may cancel a Participant’s Deferrals (i) for the balance of the Plan Year in which an
Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the CEOP, through the end of the Plan
Year in which the six-month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to
perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be
expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of
the taxable year of the Participant or the 15th day of the third month following the date the Participant incurs the disability (as defined in
this clause (iii)).
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ARTICLE V
Company Contributions
5.1 Company Contributions. The Company shall credit Excess Company Matching Contributions to the Matching Contribution Account of
any Participant who becomes eligible for such contributions based on such Participant’s Deferral elections under this Plan. The
Company shall also credit Excess Performance Matching Contributions to the Matching Contribution Account of any Participant who
becomes eligible for such contributions based on the Company’s performance and such Participant’s Deferral elections under this Plan.
Such contributions shall be credited as of the same time Company Matching Contributions and Performance Matching Contributions
are credited for purposes of the CEOP.
5.2 Vesting. Matching Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the following
vesting schedule:
Years of Service Vested Percentage

1 years 50%
2 or more years 100%
For this purpose, a Year of Service shall be determined in accordance with the terms of the CEOP.
Notwithstanding the above, the Matching Contribution Account of each Participant who dies, incurs a Total and Permanent Disability
(as defined for purposes of the CEOP) or attains age 65 while in the employ of the Company or any Affiliate shall be fully vested.
The portion of a Participant’s Matching Contribution Account that remains unvested upon his or her Separation from Service after the
application of the terms of this Section 5.2 shall be forfeited.
ARTICLE VI
Benefits
6.1 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan:
(a) Termination Benefit. Upon a Participant’s Separation from Service (other than on account of death), he or she shall be entitled to
a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Participant’s Termination Account
(including his or her Matching Contribution Account). The Termination Benefit shall be based on the value of that Account as
of the end of the month immediately preceding the payment date. Payment of the Termination Benefit will be made or begin on or
after the first day of the month following the month in which
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Separation from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date
such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following
the month in which such Separation from Service occurs (or as of the first day of the month following Participant’s date of death,
if earlier). If the Termination Benefit is to be paid in the form of installments, any subsequent installment payments to a Specified
Employee will be paid on the anniversary of the date the first payment would have been made had the Participant not been
classified as a Specified Employee.
(b) Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit.
The Death Benefit shall be equal to the vested portion of the unpaid balances in the Participant’s Termination Account, based
on the value of such Accounts as of the end of the month immediately preceding the payment. Payment of the Death Benefit will
be made in accordance with the timing and form of benefit elections made by the Participant with respect to the payment of his or
her Termination Benefits.
(c) Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request
to the Administrator to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary
is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Administrator based on
the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may
not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of
Deferrals under this Plan. If an emergency payment is approved by the Administrator, the amount of the payment shall not
exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to
the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties
that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be
subtracted first from the vested portion of the Participant’s Termination Account, other than the portion of such Account
deemed invested in Arch Stock Units, until depleted. Payments on account of an Unforeseeable Emergency shall be subtracted
from the Participant’s deemed investments in Arch Stock Units only after all other deemed investments have been liquidated.
Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by
the Administrator.
Page 13
6.2 Form of Payment.

(a) Distributions. All distributions from the Plan shall be made in cash.
(b) Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a
single lump sum or in substantially equal annual installments over a period of two to fifteen years, as elected by the Participant
on his or her initial Compensation Deferral Agreement, subject to the delay provisions applicable to Specified Employees
described in Section 6.1(a), and, if applicable, the provisions of Article VII concerning modifications to a Payment Schedule.
(c) Change in Control. Notwithstanding the foregoing, a Participant will receive a single lump sum payment equal to the unpaid
balance of all of his or her Termination Account upon a Separation from Service within 24 months following a Change in Control.
Payment will be made within 30 days of such Separation from Service and the Participant shall not have a right to designate the
taxable year of payment. Notwithstanding the foregoing, if the Participant is a Specified Employee as of his or her Separation
from Service date, payment will be made on the first day of the month following (i) the date that is six months after the
Participant’s Separation from Service date; or (ii) the Participant’s date of death, whichever occurs first.
(d) Small Account Balances. The Administrator may, in its sole discretion which shall be evidenced in writing no later than the date
of payment, elect to pay the value of the Participant’s Accounts upon a Separation from Service in a single lump sum if the
balance of such Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), provided the
payment represents the complete liquidation of the Participant’s interest in the Plan (including any other deferred compensation
plan that is required to be aggregated with this Plan for this purposes).
(e) Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made
beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the
number of installment payments specified in the Payment Schedule has been paid. In general, the amount of each installment
payment shall be determined by dividing (i) by (ii), where (i) equals the Account Balance as of the valuation date, and (ii) equals
the remaining number of installment payments. However, if a Stock Account is to be paid out in cash, the amount of any cash
distribution to be made in installments with respect to Arch or Olin Stock Units will be determined by (i) multiplying the number
of Arch Stock Units or Olin Stock Units attributable to such installment (determined as hereinafter provided) by (ii) the Fair
Market Value of a share of Common Stock or Olin
Page 14
Common Stock, as applicable, on the fifth Business Day immediately prior to the date on which such installment is to be paid.
The number of Arch Stock Units or Olin Stock Units, as applicable, attributable to an installment shall be determined by
multiplying (i) the current number of Arch Stock Units or Olin Stock Units in the applicable Stock Account by (ii) a fraction, the
numerator of which is one and the denominator of which is the number of installments in which distributions remain to be made
(including the current distribution).
For purposes of Article VII, installment payments will be treated as a single form of payment.
6.3 Acceleration of or Delay in Payments. The Administrator, in its sole and absolute discretion, may elect to accelerate the time or form of
payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-
3(j)(4). The Administrator may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant
hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the
meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an “alternate payee,” any
amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.
ARTICLE VII
Modifications to Payment Schedules
7.1 Participant’s Right to Modify. A Participant may modify the Termination Benefit Payment Schedule, consistent with the permissible
Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII.
7.2 Time of Election. The date on which a modification election is submitted to the Administrator must be at least twelve months prior to the
date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.
7.3 Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit,
the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment
would have otherwise commenced absent the modification. Under no circumstances may a modification election result in an
acceleration of payments in violation of Code Section 409A.
7.4 Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Administrator
and becomes effective 12 months after such date.
Page 15
ARTICLE VIII
Investments; Valuation of Account Balances
8.1 Crediting of Deferrals and Company Contributions. Deferrals shall be credited to a Participant’s Termination Account on the date such
Excess Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions
shall be credited to a Participant’s Matching Contribution Account (a sub-account of such Participant’s Termination Account) in
accordance with the timing rules applicable to the CEOP and shall be allocated to a deemed investment in Arch Stock Units. Deferrals of
Excess Compensation shall be allocated to such investment accounts as shall be elected by the Participant, provided, however, that
deferrals of Excess Compensation may not be allocated directly to a deemed investment in Arch Stock Units.
8.2 Company Stock.

(a) Adjustments in Certain Events. In the event of any change in the outstanding Common Stock of the Company or Olin Common
Stock by reason of any stock split, share dividend, recapitalization, merger, consolidation, reorganization, combination, or
exchange or reclassification of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any
distribution to common shareholders other than cash dividends, the number or kind of shares or Arch Stock Units or Olin Stock
Units, as the case may be, that may be issued or credited under the Plan may be adjusted by the Committee so that the
proportionate interest of the Participants shall be maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes of the Plan.
(b) Company Stock Units. Deferrals allocable to deemed investments in Arch Stock Units shall be converted to the number of Units
equal to the number of shares of Arch Common Stock (including fractions of a share determined to three decimal places) that
could have been purchased with the amount of such Deferral at the Fair Market Value on the allocation date.
(c) Dividend Equivalent. Dividend equivalents with respect to Arch Stock Units and Olin Stock Units will be credited to the
applicable Accounts in the form of additional Stock Units. Each time a cash dividend is paid on Arch Common Stock or Olin
Common Stock, a Participant who has phantom shares of such stock credited to his or her Stock Account shall receive a credit in
applicable Stock Units for such dividends on the dividend payment date to his or her applicable Stock Account. The number of
additional Arch Stock Units or Olin Stock Units (rounded to the nearest one-thousandth of a share) credited to the applicable
Stock Account will be determined by dividing (i) the product of (a) the dollar value of the cash dividend declared in respect of a
share of Arch Common Stock or Olin Common Stock, as applicable, multiplied by (b) the number of Stock Units credited to the
Participant’s applicable Stock Account as of the dividend record date, by (ii) the Fair Market Value of a share of Arch Common
Stock or Olin Common Stock, as applicable, on the dividend payment date.
Page 16
8.3 Menu of Investment Options. Investment options will be determined by the Committee or the Administrator. Investment options may be
added or removed from the Plan menu from time to time, provided that any such additions or removals of investment options shall not
be effective with respect to any period prior to the effective date of such change. Deemed investment in Arch Stock Units shall be one
of the investment options that is available under the Plan.
8.4 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment
options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option
included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to
purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely
for purposes of adjusting the value of a Participant’s Account Balances.
A Participant shall specify an investment allocation for each of his or her Accounts in accordance with procedures established by the
Administrator. Except with respect to deemed investments in Arch Stock Units, allocation among the investment options must be
designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case
of investment allocations received after a time specified by the Administrator, the next Business Day.
Generally, except as noted below with respect to Company Contributions allocated to Arch Stock Units, a Participant may change an
investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures adopted by the Committee or the Administrator. Changes shall become effective on the same
Business Day or, in the case of investment allocations received after a time specified by the Committee or the Administrator, the next
Business Day, and shall be applied prospectively.
Company Contributions allocated to a Participant’s Matching Contribution Account may not be re-allocated to a deemed investment
other than Arch Stock Units until a Participant has at least three (3) Years of Service (determined in accordance with the terms of the
CEOP), except that on or after attaining age fifty (50), a Participant may re-allocate some or all of such Account Balance to other deemed
investment options that are then available under the Plan once every twelve (12) months.
Notwithstanding the above, any change to an investment allocation that relates to a deemed investment in Arch Stock Units must be
approved by the Committee or the Administrator in advance.
Page 17
Additionally, Section 16(b) Employees may not re-allocate amounts to or from the Arch Stock Units without complying with
Section 16(b) of the Exchange Act. The Administrator may establish from time to time blackout periods applicable to either all
Participants or to all Section 16(b) Employees during which no changes to deemed investment allocations may occur among all or
certain Accounts.
8.5 Unallocated Deferrals and Accounts. If a Participant fails to make an investment allocation with respect to a Deferral, such Deferral shall
be deemed to be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the
Administrator.
8.6 Valuation of Accounts. Valuation of Accounts shall be performed under procedures approved by the Committee or the Administrator.
Generally, earnings on deemed investments shall be credited as of the end of each calendar quarter.
8.7 Special Valuation Rules in the Event of a Change in Control. Generally, in the event of a distribution on account of a Separation from
Service after a Change in Control, as provided in Section 5.2(d), above, Accounts will be valued as of the last day of the month in which
the Separation from Service occurs. However, the value of the Participant’s Arch Stock Units will be determined by multiplying the
number of applicable Arch Stock Units by the highest of (i) the highest Fair Market Value of Arch Common Stock on any date within
the period commencing 30 days prior to such Change in Control and ending on the date of the Change in Control, (ii) the Fair Market
Value of the Arch Common Stock on the date of the Participant’s Separation from Service, and (iii) if the Change in Control of the
Company occurs as a result of a tender or exchange offer or consummation of a corporate transaction, then the highest price paid per
share of Arch Common Stock pursuant thereto. Any consideration other than cash forming a part or all of the consideration for Arch
Common Stock to be paid pursuant to the applicable transaction shall be valued at the valuation price thereon determined by the Board
or Committee.
ARTICLE IX
Administration
9.1 Plan Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee (or its
delegate). This power and authority includes, but is not limited to, selecting compensation eligible for deferral, establishing deferral
terms and conditions and adopting modifications, amendments and procedures as may be deemed necessary, appropriate or convenient
by the Committee or its delegate, as the case may be, subject to Article IX. Day-to-day administration of the Plan shall be the
responsibility of the Administrator. Decisions of the Committee (or its delegate) and the Administrator shall be final, conclusive and
binding upon all persons having any interest in the Plan.
Page 18
Notwithstanding the foregoing, to the extent required for transactions under the Plan to qualify for the exemptions available under Rule
16b-3 promulgated under the Exchange Act, all actions relating to persons subject to Section 16 of the Exchange Act may be taken by
the Board or the Committee (or any other committee or subcommittee of the Board composed of two or more members, each of whom is
a “non-employee director” within the meaning of Exchange Act Rule 16b-3) and, to the extent required for compensation realized under
the Plan to be deductible by the Company pursuant to Section 162(m) of the Code, all actions relating to such compensation (and
awards thereof) may be taken by the Committee (or any other committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m)).
Claims for benefits shall be filed with the Administrator and resolved in accordance with the claims procedures in Article XII.
9.2 Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any
amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with
respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.
ARTICLE X
Amendment and Termination
10.1 Amendment. The Committee (or its delegate) may amend or alter this Plan at any time without the prior approval of the Board (and in the
case of its delegate, the Committee). No amendment or modification may impair the rights of a Participant to receive amounts accrued in
the Participant’s Compensation Account at the time of the effectiveness of the amendment or modification.
10.2 Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries
their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a
Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in
Article VI.
10.3 Section 16b Compliance. It is the intention of the Company that all transactions under the Plan be exempt from liability imposed by
Section 16(b) of the Exchange Act. Therefore, if any transaction under the Plan is found not to be in compliance with an exemption from
such Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that the transaction does so
comply and is so exempt, to the extent permitted by law and deemed advisable by the Committee, and in all events the Plan shall be
construed in favor of its meeting the requirements of an exemption.
Page 19
10.4 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the
requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan,
may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a
violation of Code Section 409A.
ARTICLE XI
Informal Funding
11.1 General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating
Employers, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatsoever
in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse,
or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of
an unsecured general creditor of the Participating Employer.
11.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a
vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the
Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the
Participant or Beneficiary under the Plan.
ARTICLE XII
Claims
12.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Administrator which shall
make all determinations concerning such claim. Any claim filed with the Administrator and any decision by the Administrator denying
such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).
(a) In General. Notice of a denial of benefits will be provided within ninety (90) days of the Administrator’s receipt of the Claimant’s
claim for benefits. If the Administrator determines that it needs additional time to review the claim, the Administrator will provide
the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more
than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special
circumstances that require the extension and the date by which the Administrator expects to make a decision.
Page 20
(b) Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set
forth the reasons for denial in plain language. The notice shall (i) cite the pertinent provisions of the Plan document and
(ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or
information necessary to complete the claim and why such material or information is necessary. The claim denial also shall
include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement
of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.
12.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by
filing a written appeal with the Committee (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or
his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other
information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to
the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the
information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a
benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative
processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems
appropriate or necessary, decide to hold a hearing with respect to the claim appeal.
(a) In General. Appeal of a denied benefits claim must be filed in writing with the Appeals Committee no later than sixty (60) days
after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits
of the denied claim within sixty (60) days following receipt of the appeal (or within one hundred and twenty (120) days after such
receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an
extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be
furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances
requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The
review will take into account comments, documents, records and other information submitted by the Claimant relating to the
claim without regard to whether such information was submitted or considered in the initial benefit determination.
Page 21
(b) Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and
shall set forth the reasons for denial in plain language.
The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent
Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the
Claimant’s right to bring an action under Section 502(a) of ERISA.
12.3 Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim
shall be made in its sole discretion, and shall be final and conclusive.
12.4 Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits
under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative
remedies under such claims procedures.
ARTICLE XIII
General Provisions
13.1 Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be
assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or
any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance
by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the
discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code
Section 414(p)(1)(B)).
13.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan
that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of
the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved.
The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s
beneficiaries resulting from a deferral of income pursuant to the Plan.
13.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee
and a Participating Employer.
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13.4 Notice. Any notice or filing required or permitted to be delivered to the Administrator or the Committee under this Plan shall be
delivered in writing, in person, or through such electronic means as is established by the Administrator. Notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or
certification. Written transmission shall be sent by certified mail to:
The Pension Administration and Review Committee

501 Merritt 7
Norwalk, Connecticut 06856
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered
or sent by mail to the last known address of the Participant.
13.5 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
13.6 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid
or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable,
had not been included.
13.7 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the
Administrator advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for
payment after a reasonable amount of time, the Administrator shall presume that the payee is missing. The Administrator, after making
such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks
and may discontinue making future payments until contact with the payee is restored.
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13.8 Governing Law. To the extent not preempted by federal law, the laws of the State of Connecticut shall govern the construction and
administration of the Plan.
IN WITNESS WHEREOF, the undersigned executed this Plan as of the 30th day of December, 2008, to be effective as of the Effective Date.

Print Name: Hayes Anderson
Its: Vice President, Human Resources
Page 24
Exhibit 10.11
ARCH SUPPLEMENTARY AND DEFERRAL BENEFIT PENSION PLAN
Originally Effective February 8, 1999

Amended and Restated on December 30, 2008
Effective as of January 1, 2005
Article I. The Plan
1.1 Establishment of Plan. Effective as of February 8, 1999 (the “Original Effective Date”) Arch Chemicals, Inc. (the “Company” or
“Arch”) established a non-qualified deferred compensation plan known as the Arch Supplementary and Deferral Benefit Pension Plan (the
“Plan”) for the benefit of certain salaried employees of Arch and other Employing Companies who may be eligible to participate in the Plan.
1.2 Purpose of Plan. The purpose of this Plan is to provide benefits to certain current and former salaried employees of Arch and other
Employing Companies whose benefits under the terms of The Pension Plan of Arch Chemicals and any other qualified defined benefit plans
maintained by Arch and the qualified defined benefit plans of Arch’s predecessor in interest, Olin Corporation, (collectively, the “Qualified
Pension Plans” and the “Qualified Plan Pension Benefits”) are limited (i) by §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 under Code §401(a)(17),
and (iii) by the inability to include in compensation for Qualified Plan Pension 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 employees affected by Benefit Limitations (and their beneficiaries)
with benefits (“Supplemental Pension Benefits”) equal to the difference in value between what such employees’ Qualified Plan Pension
Benefits would be absent the Benefit Limitations, and what their Qualified Plan Pension Benefits are taking into account the Benefit
Limitations.
1.3 Eligibility and Participation. Any salaried Arch employee who is eligible to receive a Qualified Plan Pension 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
a Participant in this Plan and be eligible to receive a Supplemental Pension Benefit as provided in this Plan. Notwithstanding the foregoing,
any Arch employee who on December 1, 2005 was a participant in the Arch Senior Executive Pension Plan shall not be eligible for benefits
under this Plan.
1.4 Nature of Plan. This Plan is divisible into two components: that portion which qualifies for the exemption from the Employee
Retirement Income Security Act (“ERISA”) as an unfunded “excess benefit plan,” and that portion which provides for benefits in excess of
applicable compensation limits, and is intended to be an unfunded supplemental executive retirement plan for a select group of management
and highly compensated employees. The Plan is also intended to be a non-qualified deferred compensation plan which meets the requirements
of Code §409A(a)(2), (3) and (4).
1.5 Plan Document. This Plan document describes the terms of the Plan as of January 1, 2005 and as amended through December 30,
2008. Prior Plan documents govern Plan administration for periods prior to January 1, 2005 and for all purposes for Participants or former
Participants who commenced benefits under the Plan prior to January 1, 2005.
Article II. Definitions
2.1 A “Change in Control” with respect to a Participating Employer that is organized as a corporation occurs on the date on which any of
the following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective control of the Participating
Employer; (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.
(a) A change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group
constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. A change in the
effective control of the Participating Employer occurs on the date on which either (i) a person, or more than one person acting as a group,
acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the stock of the Participating
Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or
election, but only if no other corporation is a majority shareholder of the Participating Employer. A change in the ownership of a substantial
portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of
persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value
equal to or more than 80% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent
acquisition.
(b) An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating
(c) The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the
2
2.2 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
2.3 “Company” means Arch Chemicals, Inc., a Virginia corporation.
2.4 “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 Pension Plan of Arch Chemicals.
2.5 “Married” means the Participant has a Spouse, as defined below.
2.6 “Olin” means Olin Corporation, a predecessor in interest to Arch Chemicals. In conjunction with establishing this Plan, Arch assumed
the liabilities of Olin for the provision of benefits to Participants who, immediately prior to February 8, 1999 (the “Distribution Date”) were
participants in the Olin Supplementary Pension Plan or the Olin Deferral Benefit Pension Plan (collectively, the “Olin Supplementary and
Deferral Benefit Plan”) as in effect on the Distribution Date and who, as of the Original Effective Date of this Plan transferred to, and became
employed by, Arch or an affiliated company.
2.7 “Olin Supplementary and Deferral Benefit Plan” means the Olin Supplementary Pension Plan and the Olin Deferral Benefit Pension
Plan, which were certain non-qualified deferred compensation plans of Olin. As of the Distribution Date, each Eligible Employee who,
immediately prior to the Distribution Date, was a participant in the Olin Supplementary Pension Plan and/or the Olin Deferral Benefit Pension
Plan was credited in this Plan with an accrued benefit equal to that credited to such individual under the respective Olin Plans as of the
Distribution Date (based upon the Eligible Employee’s Average Compensation and service with Olin).
2.8 “Plan Administrator” shall mean the Pension Administration and Review Committee of Arch Chemicals, Inc.
2.9 “Plan Year” shall mean each calendar year.
2.10 “Qualified Pension Plans” means The Pension Plan of Arch Chemicals and any other qualified defined benefit plans maintained by
Arch, provided that no amendment to a Qualified Pension Plan shall be given effect for purposes of this Plan to the extent such amendment
may or will result in a direct or indirect change to the time or form of any payment hereunder, except as permitted under Code §409A and
related regulations.
2.11 “Retires” or “Retirement” means the Participant has had a Normal Retirement Date, Early Retirement Date or Deferred Vested
Retirement Date, as further described in Article III, below.
2.12 “Separation from Service” means a termination of employment with the Company, as defined for purposes of Code §409A.
3
(a) Except as noted below with respect to asset sales, the Plan Administrator will determine, in accordance with Code Section 409A,
whether a Separation from Service has occurred. Except in the case of a Participant on a bona fide leave of absence as provided below, a
Participant is deemed to have incurred a Separation from Service if the Company and the Participant reasonably anticipated that the level of
services to be performed by the Participant after a date certain would be reduced to 20% or less of the average services rendered by the
Participant during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods
during which the Participant was on a bona fide leave of absence.
(b) An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation
from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave, or (ii) the
expiration of the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, with respect to
an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a continuous period
of at least six months and that prevents the Employee from performing the duties of his or her position of employment or a similar position, the
twenty-nine-month anniversary of the commencement of leave shall be substituted for the six-month anniversary in (i) in the preceding
sentence.
(c) For purposes of determining whether a Separation from Service has occurred, the Company means the Company and any Affiliate,
except that for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall
be determinative. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code
§414(b) or (c).
(d) The Company specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated
party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction
and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code
§409A.
2.13 “Specified Employee” means an employee who, as of the date of his or her Separation from Service, is a “key employee” of the
Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An employee is a key
employee if he or she meets the requirements of Code §416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder
and without regard to Code §416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. Such
Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date.
section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income
4
under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages
based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien
who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee
under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or
compensation shall be the definition provided in Treas. Reg. §1.409A-1(i)(2), and (ii) the Company may through action that is legally binding
with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.
determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology
through designations made within the timeframes specified therein. Specified Employee Effective Date means the first day of the fourth month
following the Specified Employee Identification Date, or such earlier date as is selected by the Plan Administrator. Specified Employee
Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to
all nonqualified deferred compensation plans maintained by the Employer.
2.14 “Spouse” shall mean the person to whom a Participant is validly married at the date of the Participant’s death, as evidenced by a
marriage certificate issued in accordance with state law and as recognized under federal law; provided, however, that if a Participant’s Spouse
at his or her death was not the Participant’s Spouse for at least 12 months immediately prior to the Participant’s death, no surviving Spouse’s
pre-retirement benefit shall be paid. Common law marriages shall not be recognized hereunder.
Article III. Calculation of Benefits
3.1 Benefits; In General. Supplemental Pension Benefits are payable hereunder upon the first to occur of the following:
(a) a Participant’s Normal Retirement Date, as provided in Section 3.3;
(b) a Participant’s Early Retirement Date, as provided in Section 3.4; or
(c) a Participant’s Deferred Vested Retirement Date, as provided in Section 3.5.
A Participant’s Supplemental Pension Benefit may also become payable in the event of a Change of Control, as provided in Section 3.7, and
pre-retirement survivor benefits may be payable in the event a Married Participant dies prior to qualifying for Supplemental Pension Benefits
under subsections (a) – (c), above, as provided in Section 3.6(b).
5
3.2 Benefit Formula. The Supplemental Pension Benefit payable to a Participant shall be calculated in the form of a single life annuity
payable over the lifetime of the Participant commencing at the Participant’s sixty-fifth (65th) birthday or, if later, his or her actual Separation
from Service date, and shall be a monthly amount equal to the difference between (a) and (b) below:
(a) the monthly amount of the Qualified Plan Pension Benefit to which the Participant would have been entitled had such benefit
been calculated (i) including non-qualified deferrals of regular salary and awards under any applicable management incentive plan, and
(ii) without regard to the Benefit Limitations; and
(b) the monthly amount of the Qualified Plan Pension Benefit payable to the Participant.
The amounts described in (a) and (b), above, shall be calculated based on the Participant’s service and compensation as of the date of the
Participant’s Separation from Service, and shall reflect the effect of any applicable vesting schedule on the Participant’s Qualified Plan Pension
Benefits. For purposes of determining the amount and entitlement to the benefits described in (a) and (b) above, a Participant shall credited
with the service, compensation, and accrued benefit that the Participant was credited with under the Olin Supplementary and Deferral Benefit
Plan, and any Olin qualified defined benefit pension plan(s).
3.3 Normal Retirement Benefits. Supplemental Pension Benefits are payable upon a Participant’s Normal Retirement Date, which is the
date of a Participant’s Separation from Service other than on account of death, if such Separation from Service occurs on or after the
Participant attains age sixty-five (65).
3.4 Early Retirement Benefits.

(a) Supplemental Pension Benefits, adjusted as provided in subsection (c), below, are payable upon a Participant’s Early Retirement Date,
which is (i) the date the Participant incurs a Separation from Service other than on account of death at any time after reaching his or her fifty-
fifth (55th) birthday, but before his or her sixty-fifth (65th) birthday; or (ii) the Participant’s fifty-fifth birthday, if the special service crediting rule
of subsection (b), below, is applicable.
(b) For purposes of (i) determining whether a Participant is eligible for early retirement benefits under this Section 3.4 instead of benefits
on a deferred vested basis under Section 3.5, below, and (ii) calculating the annual Retirement Allowance from The Pension Plan of Arch
Chemicals which is to be used as an offset, any Participant who has completed at least seven (7) Years of Creditable Service (as defined in The
Pension Plan of Arch Chemicals, but taking into account service with Olin and its affiliates, as well as service with Arch and its affiliates) and
who is at least age fifty-two (52) on the date he or she has a Separation from Service other than (i) for cause or (ii) as a result of a voluntary
termination, shall be treated as continuing as an eligible employee until the date on which the Participant reaches age fifty-five (55). Such
service shall be imputed for the sole purposes of determining whether the Participant qualifies for Early Retirement benefits, and shall not be
treated as “Benefit Service” for the purpose of calculating the amount of the benefit under this Plan. In no event will Early Retirement benefits
commence hereunder until the Participant actually attains age fifty-five (55).
6
(c) A Participant’s Supplemental Pension Benefit payable upon his or her Early Retirement Date shall be calculated taking into account
the Participant’s retirement benefit then payable from all Arch and Olin non-qualified defined benefit plans and the Qualified Pension Plans
using, in the case of Qualified Plan Pension Benefits, the Benefit Limitations in effect as of the Participant’s Separation from Service date, and
using the early retirement reductions specified in the Qualified Pension Plan based upon the Participant’s Benefit Commencement Date.
3.5 Deferred Vested Benefits. Supplemental Pension Benefits, adjusted as provided below, are payable upon a Participant’s Deferred
Vested Retirement Date, which is the date the Participant attains age fifty-five (55) if the Participant incurs a Separation from Service other than
on account of death prior to attaining age fifty-five (55) and does not otherwise qualify for Early Retirement benefits under Section 3.4(b),
above. The Deferred Vested Supplemental Pension Benefit shall be calculated taking into account the Participant’s retirement benefits payable
from all Arch and Olin non-qualified defined benefit plans and the Qualified Pension Plans using, in the case of Qualified Plan Pension
Benefits, the Benefit Limitations in effect as of the Participant’s Separation from Service date, and using the actuarial reductions that would be
applicable to deferred vested benefits under The Pension Plan of Arch Chemicals as of the Participant’s Benefit Commencement Date.
3.6 Survivor Benefits.
(a) Post-Retirement Benefits. If benefits are being paid in the form of a single life annuity, they shall cease as of the Participant’s death. If
benefits are being paid in the form of a joint and survivor life annuity, after the Participant’s death benefits will continue only if the joint
annuitant survives the Participant. If benefits are being paid in a Single Life Annuity form with a Term Certain and the Participant dies prior to
the end of the term certain period, the remaining payments shall be paid to the Participant’s designated beneficiary or beneficiaries. If there is
no beneficiary designation on file with the Plan Administrator, if no designated beneficiary survives the Participant or if for any other reason
there is no effective beneficiary designation in place, the remaining payments shall be paid to the Participant’s estate (or a distributee of the
Participant’s estate, as designated by the estate’s legal representative).
(b) Pre-Retirement Benefits. Pre-retirement death benefits shall be paid only to a surviving Spouse. If a Participant does not have a
surviving Spouse, no pre-retirement death shall be payable hereunder. If a Married Participant dies prior to Retirement under circumstances in
which a pre-retirement survivor annuity is payable under The Pension Plan of Arch Chemicals, then a supplemental surviving Spouse benefit
shall be payable under this Plan, commencing as of the earliest date upon which the Participant could have commenced benefits hereunder had
he or she survived to such date, and then died the next day. The pre-retirement survivor benefit shall be a monthly amount that shall be equal
to the difference between
7
(i) the monthly amount of the qualified pre-retirement survivor annuity to which the surviving Spouse would have been entitled
under the Qualified Pension Plans had such benefit been calculated including non-qualified deferred payments of regular salary and
deferred awards under the management incentive plan, and without regard to the Benefit Limitations imposed by Code §415 and
§401(a)(17); and
(ii) the monthly amount of the qualified pre-retirement survivor annuity that the surviving Spouse is entitled to under the Qualified
Pension Plans.
3.7 Benefits Upon a Change of Control.
(a) Lump Sum Payment Upon a Change of Control. 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 the Participant 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. Payment shall be made within 30 days of the Change in Control and in no event may a Participant
designate (directly or indirectly) the taxable year of the payment.
(b) No Divestment Upon a Change of Control. If a Participant is removed from participation in the Plan after a Change of Control has
occurred, in no event shall the Participant’s Years of Benefit Service accrued prior to such removal, and the benefit accrued prior thereto, be
adversely affected.
3.8 Non-Duplication of Benefits. In the event that any part or all of the benefits to which a Participant is entitled under this Plan are
distributed to such Participant and such Participant at any time thereafter again becomes employed by the Company or otherwise is or
becomes eligible to accrue a benefit hereunder, any benefits to which such Participant may become entitled to under this Plan shall be reduced
by the actuarial equivalent of the benefits previously distributed so that in no event shall a Participant receive a duplication of benefits under
the Plan.
Article IV. Payment of Benefits
4.1 Retirement Benefit Distribution Elections.
(a) Forms of Benefit. Except as otherwise provided in this Section 4.1, each Participant shall be deemed to have elected to receive benefits
in a life annuity form of benefit, and all benefits payable hereunder shall be paid in one of the following actuarially equivalent life annuity forms
of benefit, as selected by the Participant prior to his or her Benefit Commencement Date, each of which shall be deemed to be a single payment
for purposes of the subsequent deferral rules of Section 4.2, below:
8
(i) Single Life Annuity: monthly annuity benefits payable for the life of the Participant, commencing as of the Participant’s Benefit
Commencement Date.
(ii) Joint and Survivor Annuity: monthly annuity benefits payable for the life of the Participant, and continuing for the life of a joint
annuitant at a specified percentage (25%, 50%, 75% or 100%, as elected by the Participant) if the joint annuitant survives the Participant,
commencing as of the Participant’s Benefit Commencement Date; provided, however, that if a non-Spouse joint annuitant is less than
age twenty-five (25) at the Participant’s Benefit Commencement Date, survivorship payments, if any, shall be paid only until the non-
spouse joint annuitant attains age twenty-five (25).
(iii) Life Annuity with Term Certain: monthly annuity benefits payable for the life of the Participant, commencing as of the
Participant’s Benefit Commencement Date, with the provision that in the event of the Participant’s death within a term certain (either five
(5) years or ten (10) years, as elected by the Participant) payment shall be continued for the duration of such term certain to the
beneficiary or beneficiaries designated by the Participant. If no designated beneficiaries survive such period, payment shall be paid to
the estate of the last surviving beneficiary (or a distributee of such estate, as designated by the estate’s legal representative).
In the event a Participant fails to timely file a benefit distribution election on a form and in the manner acceptable to the Plan Administrator, the
Participant will be deemed to have elected to receive benefits in the Single Life Annuity form of benefit if the Participant does not have a
Spouse as of his or her Benefit Commencement Date or in the Joint and 50% Survivor Annuity form of benefit if the Participant has a Spouse
as of his or her Benefit Commencement Date.
(b) Lump Sum Cash-Out. Notwithstanding paragraph (a), above, the Plan Administrator may, in its sole discretion which shall be
evidenced in writing no later than the date of payment, elect to pay the value of a Participant’s benefit upon a Separation from Service in a
single lump sum if the value of such benefit is not greater than the applicable dollar amount under Code §402(g)(1)(B), provided the payment
represents the complete liquidation of the Participant’s interest in the Plan (including any other deferred compensation plan that is required to
be aggregated with this Plan for this purposes).
(c) Benefit Commencement Date. A Participant’s Benefit Commencement Date shall be the first of the month immediately following the
Participant’s Normal Retirement Date, Early Retirement Date, or the Vested Deferred Retirement Date, as the case may be, unless the Participant
has elected a later date pursuant to the Code Section 409A transition relief or as permitted in accordance with Section 4.2, below, in which case
the Participant’s Benefit Commencement Date shall be the date elected pursuant to such transition relief or Section 4.2, as the case may be.
Notwithstanding the foregoing, at any time the Company is publicly traded on an established securities market (as defined for purposes of
Code §409A) and a distribution is to be made to a Specified Employee (as
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defined for purposes of Code §409A(a)(2)(B)(i)) on account of a Separation from Service, no distribution shall be made to the Specified
Employee on account of such Separation from Service before the date which is six months after the date of the Specified Employee’s
Separation from Service, or, if earlier, the date of death of the Specified Employee (the “Distribution Restriction Period”). To the extent that
such Specified Employee would otherwise have been entitled to benefits hereunder during the Distribution Restriction Period, such amounts
shall be accumulated, without interest, and paid in a single sum, on the first day of month following the end of the Distribution Restriction
Period.
(d) Acceleration of or Delay in Payments. The Plan Administrator, in its sole and absolute discretion, may elect to accelerate the time or
form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. §1.409A-3(j)(4). The
Plan Administrator may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to
the extent permitted under Treas. Reg. §1.409A-2(b)(7).
(e) Certain Distributions Commencing Prior to December 1, 2005. With respect to distributions commencing prior to December 1, 2005, a
Participant could elect to have benefits hereunder paid in a lump sum form of benefit, calculated based on the actuarial assumptions provided
in the prior plan document. Any such distribution election must be timely made, in accordance with the requirements of Code §409A and
related regulations. Except for such benefits which commenced prior to December 1, 2005, no lump sum benefits shall be payable hereunder
except as provided in Sections 3.7 and 4.1(b), above.
(f) Code §409A Transition Relief. Employees who were Participants in the Plan as of January 1, 2005 or who became Participants on or
after January 1, 2005 and before December 31, 2008 may file elections as to the time and form of payment of benefits hereunder during the
period from January 1, 2005 through December 31, 2008 with respect to benefits accrued prior to the election that would not otherwise be
payable in the year of the election, provided the election is timely made and in accordance with the transition relief published by the Internal
Revenue Service in Notice 2005-1, Notice 2006-64, Notice 2007-86, the preamble to the proposed regulations under Code §409A and other IRS
guidance.
4.2 Change of Benefit Commencement Date or Form of Payment Elections. A Participant may change his or her Benefit Commencement
Date or form of payment election by filing a written election with the Plan Administrator, provided, however, that
(a) such election is approved by the Plan Administrator, in its discretion, and is consistent with one of the forms of benefit
permitted under Section 4.1, above;
(b) such election does not take effect until at least 12 months after the date on which the election is made;
(c) except with respect to the payment of a death benefit, pursuant to such election the Participant’s Benefit Commencement Date is
deferred for a period of not less than 5 years from the date benefits would otherwise have commenced; and
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(d) with respect to any election relating to a distribution to be made (or commence) as of a specified date (or pursuant to a fixed
schedule), the election is made not less than 12 months prior to the date of the first scheduled payment.
Furthermore, no change of election shall permit the acceleration of the time or schedule of any payment under the Plan, except as may be
provided by regulation or other guidance issued pursuant to Code §409A(a)(3). This paragraph is intended to be (and shall be interpreted to
be) consistent with Code §409A(a)(3), Code §409A(a)(4)(C) and related guidance.
4.3 Actuarial Assumptions. Except as provided in Section 4.1(e), above, all actuarial determinations under the Plan shall be made using
the actuarial equivalent factors and other assumptions specified in The Pension Plan of Arch Chemicals.
Article V. Funding
5.1 Unfunded Plan. This Plan shall be unfunded. All payments under this Plan shall be made from the general assets of the Employing
Company of the Participant.
5.2 Liability for Payment. Arch and each other Employing Company shall pay the benefits provided under this Plan with respect to
Participants who are employed, or were formerly employed by it during their participation in the Plan. In the case of a Participant who was
employed by more than one Employing Company, the Committee shall allocate the cost of such benefits among such Employing Companies in
such manner as it deems equitable. The obligations of the Employing Company shall not be funded in any manner. The rights of any person to
receive benefits under this Plan are limited to those of a general creditor of the Employing Company liable for payment hereunder.
5.3 Anti-alienation. Except as provided in a domestic relations order (within the meaning of Code §414(p)(1)(B)), no Participant or
beneficiary shall have the right to assign, transfer, encumber or otherwise subject to any lien any payment or any other interest under this
Plan, nor shall such payment or interest be subject to attachment, execution or levy of any kind.
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Article VI. Plan Administration
6.1 Plan Administrator. The Company has appointed the Pension Administration and 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 Majority Actions; Allocation and Delegation. The Committee shall act by majority vote, but may authorize one or more of members to
sign all papers on behalf of the Committee. The Committee members may allocate 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. The Plan Administrator shall have all power to administer the Plan for the exclusive benefit of
the Participants and their Beneficiaries, in accordance with the terms of the Plan. The Plan Administrator shall have the absolute discretion and
power to determine all questions arising in connection with the administration, interpretation and application of the Plan. Any such
determination by the Plan Administrator shall be conclusive and binding upon all persons. The Plan Administrator may correct any defect or
reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the
Plan; provided, however, that such interpretation or construction shall be done in a non-discriminatory manner and shall be consistent with
the intent of the Plan.
The Plan Administrator shall:
(a) compute the amount and kind of benefits to which any Participant shall be entitled hereunder;
(b) maintain all necessary records for the administration of the Plan;
(c) interpret the provisions of the Plan and make and publish such rules for regulation of the Plan as are consistent with the terms
hereof;
(d) assist any Participant regarding his rights, benefits or elections available under the Plan; and
(e) communicate to Participants and their Beneficiaries concerning the provisions of the Plan.
6.4 Records and Reports. The Plan Administrator shall keep a record of all actions taken and shall keep such other books of account,
records and other information that may be necessary for proper administration of the Plan. The Plan Administrator shall file and distribute all
reports that may be required by the Internal Revenue Service, Department of Labor or others, as required by law.
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6.5 Appointment of Advisors. The Plan Administrator may appoint accountants, actuaries, counsel, advisors and other persons that it
deems necessary or desirable in connection with the administration of the Plan.
6.6 Claims Procedures; Arbitration.
(a) Any person or entity (hereinafter referred to as “Claimant”) claiming a benefit, requesting an interpretation or ruling under the Plan, or
requesting information under the Plan shall present the request in writing to the Plan Administrator, which shall respond in writing as soon as
practical, but in no event later than ninety (90) days after receiving the initial claim.
(b) If the claim or request is denied, the written notice of denial shall state:
(i) the reasons for denial, with specific reference to the Plan provisions on which the denial is based;
(ii) a description of any additional material or information required and an explanation of why it is necessary, in which event the time
period indicated in subsection (a), above, shall be one hundred and eighty (180) days from the date of the initial claim; and
(iii) an explanation of the Plan’s claim review procedure.
(c) Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by
notice given in writing to the Plan Administrator. Such request must be made within sixty (60) days after receipt by the Claimant of the written
notice of denial, or in the event Claimant has not received a response sixty (60) days after receipt by the Plan Administrator of Claimant’s
original claim or request. The claim or request for review shall be reviewed by the Plan Administrator which may, but shall not be required to,
grant the Claimant a hearing. On review, the Claimant may have representation, examine pertinent documents, and submit issues and comments
in writing.
(d) The decision on review shall normally be made within sixty (60) days after the Plan Administrator’s receipt of a Claimant’s claim or
request for review. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time
limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state reasons supporting the decision and the relevant
Plan provisions. All decisions on review shall be final and bind all parties concerned.
(e) Notwithstanding the foregoing, any dispute or controversy arising under or in connection with the Plan subsequent to a Change in
Control shall be settled exclusively by arbitration in Connecticut, in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
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6.8 Indemnification of Members. The Company shall indemnify and hold harmless any member of the Committee from any liability
incurred in his or her capacity as such for acts which he or she undertakes in good faith as a member of such Committee.
Article VII. Termination and Amendment
7.1 Amendment or Termination. The Company may amend the Plan at any time, in whole or in part, by action of its Board of Directors, the
Compensation Committee of the Board, or any other duly authorized committee or officer. Any Employing Company may withdraw from
participation in the Plan at any time. No amendment 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 or withdrawal.
Notwithstanding the foregoing, the Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and
beneficiaries their accrued benefits in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
Article VIII. Miscellaneous
8.1 Gender and Number. Whenever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as
though they were also used in another gender in all cases where such would apply, and whenever any words are used herein in the singular or
plural form, they shall be construed as though they were also used in another form in all cases where they would so apply.
8.2 Action by the Company. Whenever the Company under the terms of this Plan is permitted or required to do or perform any act or
thing, it shall be done and performed by an officer or committee duly authorized by the Board of Directors of the Company.
8.3 Headings. The headings and subheadings of this Plan have been inserted for convenience of reference only and shall not be used in
the construction of any of the provisions hereof.
8.4 Uniformity and Non Discrimination. All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory
manner.
8.5 Governing Law. To the extent that state law has not been preempted by the provisions of ERISA or any other laws of the United
States heretofore or hereafter enacted, this Plan shall be construed under the laws of the State of Connecticut.
8.6 Employment Rights. Nothing in this Plan shall confer any right upon any Employee to be retained in the service of the Company or
any of its affiliates.
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8.7 Incompetency. In the event that the Plan Administrator determines that a Participant is unable to care for his affairs because of illness
or accident or any other reason, any amounts payable under this Plan may, unless claim shall have been made therefor by a duly appointed
guardian, conservator, committee or other legal representative, be paid by the Plan Administrator to the Participant’s spouse, child or parent or
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.
IN WITNESS WHEREOF, Arch Chemicals, Inc. has caused this Plan to be executed by its duly authorized officer on December 30, 2008.

Its Vice President, Human Resources
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Exhibit 10.12
ARCH SENIOR EXECUTIVE PENSION PLAN

Originally Effective as of February 8, 1999
Amended and Restated as of October 23, 2003
Amended on November 3, 2005
Amended and Restated on December 30, 2008
Effective as of January 1, 2005
Article I. The Plan
1.1 Establishment of Plan. Effective as of February 8, 1999 (the “Original Effective Date”) Arch Chemicals, Inc. (the “Company” or
“Arch”) established a non-qualified deferred compensation plan known as the Arch Senior Executive Pension Plan (the “Plan”) for the benefit
of certain salaried employees of Arch and other Employing Companies who may be eligible to participate.
1.2 Purpose. The purpose of this Plan is to attract and retain a management group capable of assuring Arch’s future success by
providing them with supplemental retirement income under this Plan. This Plan is intended to be an unfunded, nonqualified deferred
compensation plan for select management employees, as described in Sections 201(2) and 301(a)(3) of the Employee Retirement Income
Security Act (“ERISA”). The Plan is also intended to be a non-qualified deferred compensation plan which meets the requirements of Code
§409A(a)(2), (3) and (4).
1.3 Eligibility and Participation. Any Arch Employee whose job is rated at 2,000 Hay Points (or the equivalent) or more and who is
selected by the Board of Directors of the Company or the Compensation Committee of the Board (referred to in this Plan as the “Selection
Committee”) shall participate in the Plan (a “Participant”). As provided hereinafter, the Selection Committee shall also have the power to
remove any Participant from the Plan, whether or not he or she has begun to receive benefits hereunder. Participation shall be effective as of
the date designated by the Selection Committee.
1.4 Plan Document. This Plan document describes the terms of the Plan as of January 1, 2005 and as amended through December 30,
2008. Prior Plan documents govern Plan administration for periods prior to January 1, 2005 and for all purposes for Participants or former
Participants who commenced benefits under the Plan prior to January 1, 2005.
Article II. Definitions
2.1 “Arch Qualified Pension Plans” means The Pension Plan of Arch Chemicals and any other qualified defined benefit plans maintained
by Arch, provided that no amendment to an Arch Qualified Pension Plan shall be given effective for purposes of this Plan
to the extent such amendment may or will result in a direct or indirect change to the time or form of any payment hereunder, except as permitted
under Code §409A and related regulations.
2.2 A “Change in Control” with respect to a Participating Employer that is organized as a corporation occurs on the date on which any of
the following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective control of the Participating
Employer; (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.
(a) A change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group
constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. A change in the
effective control of the Participating Employer occurs on the date on which either (i) a person, or more than one person acting as a group,
acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the stock of the Participating
Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or
election, but only if no other corporation is a majority shareholder of the Participating Employer. A change in the ownership of a substantial
portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of
persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value
equal to or more than 80% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent
acquisition.
(b) An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating
(c) The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the
2.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
2.4 “Company” means Arch Chemicals, Inc., a Virginia corporation.
2.5 “Disabled” or “Disability” shall mean, for purposes of crediting service under this Plan as provided in Section 3.5 hereof, the same as
“Disabled” for purposes of The Pension Plan of Arch Chemicals.
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2.6 “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 Pension Plan of Arch Chemicals.
2.7 “Married” means the Participant has a Spouse, as defined below.
2.8 “Olin” means Olin Corporation, a predecessor in interest to Arch Chemicals. In conjunction with establishing this Plan, Arch assumed
the liabilities of Olin for the provision of benefits to Participants who, immediately prior to February 8, 1999 (the “Distribution Date”) were
participants in the Olin Senior Executive Pension Plan as in effect on the Distribution Date and who, as of the Original Effective Date of this
Plan transferred to, and became employed by, Arch or an affiliated company.
2.8 “Olin Senior Executive Pension Plan” means a certain non-qualified deferred compensation plan of Olin. As of the Distribution Date,
each Eligible Employee who, immediately prior to the Distribution Date, was a participant in the Olin Senior Executive Pension Plan, was
credited in this Plan with an accrued benefit equal to that credited to such individual under the Olin Senior Executive Pension Plan as of the
Distribution Date (based upon the Eligible Employee’s Average Compensation and service with Olin).
2.10 “Other Arch Plans” means any nonqualified defined benefit pension plan of the Company (or an Employing Company) other than
this Plan, and the equivalent actuarial value of any other arrangement of the Company (or an Employing Company) which the Plan
Administrator, in its sole discretion, determines to be a pension supplement; provided that no amendment to an Other Arch Plan shall be given
effective for purposes of this Plan to the extent such amendment may or will result in a direct or indirect change to the time or form of any
payment hereunder, except as permitted under Code §409A and related regulations.
2.11 “Pension Plan of Arch Chemicals” means the Pension Plan of Arch Chemicals as in effect on January 1, 2005 and thereafter,
provided that no amendment to the Pension Plan of Arch Chemicals shall be given effect for purposes of this Plan to the extent such
amendment may or will result in a direct or indirect change to the time or form of any payment hereunder.
2.12 “Plan Administrator” shall mean the Pension Administration and Review Committee of Arch Chemicals, Inc.
2.13 “Plan Year” shall mean each calendar year.
2.14 “Retires” or “Retirement” means the Participant has had a Normal Retirement Date or a Deferred Vested Retirement Date, as further
described in Article III, below.
2.15 “Separation from Service” means a termination of employment with the Company, as defined for purposes of Code §409A.
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(a) Except as noted below with respect to asset sales, the Plan Administrator will determine, in accordance with Code Section 409A,
whether a Separation from Service has occurred. Except in the case of a Participant on a bona fide leave of absence as provided below, a
Participant is deemed to have incurred a Separation from Service if the Company and the Participant reasonably anticipated that the level of
services to be performed by the Participant after a date certain would be reduced to 20% or less of the average services rendered by the
Participant during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods
during which the Participant was on a bona fide leave of absence.
(b) An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation
from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave, or (ii) the
expiration of the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, with respect to
an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a continuous period
of at least six months and that prevents the Employee from performing the duties of his or her position of employment or a similar position, the
twenty-nine-month anniversary of the commencement of leave shall be substituted for the six-month anniversary in (i) in the preceding
sentence.
(c) For purposes of determining whether a Separation from Service has occurred, the Company means the Company and any Affiliate,
except that for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall
be determinative. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code
§414(b) or (c).
(d) The Company specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated
party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction
and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code
§409A.
2.16 “Specified Employee” means an employee who, as of the date of his or her Separation from Service, is a “key employee” of the
Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An employee is a key
employee if he or she meets the requirements of Code §416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder
and without regard to Code §416(i)(5)) at any time during the 12-month period ending on the Specified Employee Identification Date. Such
Employee shall be treated as a key employee for the entire 12-month period beginning on the Specified Employee Effective Date.
section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income
4
under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages
based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien
who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee
under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or
compensation shall be the definition provided in Treas. Reg. §1.409A-1(i)(2), and (ii) the Company may through action that is legally binding
with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.
determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology
through designations made within the timeframes specified therein. Specified Employee Effective Date means the first day of the fourth month
following the Specified Employee Identification Date, or such earlier date as is selected by the Plan Administrator. Specified Employee
Identification Date means December 31, unless the Employer has elected a different date through action that is legally binding with respect to
all nonqualified deferred compensation plans maintained by the Employer.
2.17 “Spouse” shall mean the person to whom a Participant is validly married at the date of the Participant’s death, as evidenced by a
marriage certificate issued in accordance with state law and as recognized under federal law; provided, however, that if a Participant’s Spouse
at his or her death was not the Participant’s Spouse for at least 12 months immediately prior to the Participant’s death, no surviving Spouse’s
pre-retirement benefit shall be paid. Common law marriages shall not be recognized hereunder.
Article III. Benefits
3.1 Benefits; In General. Benefits are payable hereunder upon the first to occur of the following:
(a) a Participant’s Normal Retirement Date, as provided in Section 3.3; or
(b) a Participant’s Deferred Vested Retirement Date, as provided in Section 3.4.
In addition, (i) benefits may be payable in the event of a Change of Control (see Section 3.7, below), and (ii) pre-retirement survivor benefits
may be payable in the event a Married Participant dies prior to qualifying for Retirement under subsections (a) – (c), above (see Section 3.6(b),
below).
3.2 Benefit Formula.
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(a) A Participant’s annual Retirement Benefit, calculated as the Participant’s Separation from Service date, shall equal the lesser of (i) and
(ii), below.
(i) three percent (3%) of the Participant’s Average Compensation, multiplied by the sum of the Participant’s Years of Benefit Service
credited while a Participant in this Plan and the Olin Senior Executive Pension Plan, plus one and one-half percent (1- 1/2 %) of the
Participant’s Average Compensation multiplied by his aggregate Years of Benefit Service credited under all qualified defined benefit
plans of Arch (including Years of Benefit Service credited under the Olin Employees Pension Plan) while the employee was not a
Participant in either this Plan or the Olin Senior Executive Pension Plan, provided that the resulting percentage of Average Compensation
shall be reduced by one-third of one percent ( 1/3 %) for each month by which the Participant’s benefits under this Plan begin prior to the
Participant’s sixty-second (62nd) birthday; reduced by the sum of
(1) the Participant’s annual Retirement Allowance payable from the Arch Qualified Pension Plans and the Other Arch Defined
Benefit Plans; plus
(2) fifty percent (50%) of the Participant’s Primary Social Security Benefit.
(ii) fifty percent (50%) of the Participant’s Average Compensation, reduced by the sum of
(1) the amount of annual retirement benefits from the Arch Qualified Pension Plans and the Other Arch Defined Benefit Plans
and all qualified and non-qualified defined benefit plans of the Participant’s previous and subsequent employers; and
(2) fifty percent (50%) of the Participant’s Primary Social Security Benefit.
(b) For purposes of determining a Participant’s “Average Compensation,” “Years of Benefit Service,” “Retirement Allowance” and
“Primary Social Security Benefit” under this Plan, except as otherwise provided in this paragraph (b), such terms shall be as defined in The
Pension Plan of Arch Chemicals and take into account compensation and service (including periods of Disability, but only to the extent
provided in Section 3.5 hereof) credited to such Participant while employed by Arch and its affiliates, as well as by Olin and its affiliates. In
calculating a Participant’s Average Compensation under this Plan, (i) “Average Compensation” shall also include severance and deferred
amounts of regular salary and deferrals under management incentive plans (other than the Performance Unit Plan, the EVA Bonus Bank or
similar bonus bank arrangements, and other long-term incentive and long-term bonus plans of Olin and Arch); (ii) executive severance which is
payable to certain Participants under employment agreements shall be treated as if paid over the number of months of salary used to calculate
the amount of such severance, even if such severance is received in a lump sum; and (iii) Average Compensation shall be calculated without
regard to the dollar limitations imposed by
6
Section 401(a)(17) of the Internal Revenue Code. In calculating a Participant’s “Years of Benefit Service,” service imputed as a result of treating
any executive severance paid as having been received over the number of months used to calculate such severance shall be included.
(c) The annual retirement benefits payable under The Pension Plan of Arch Chemicals, Other Arch Plans and from pension plans of the
Participant’s previous employers, which are to be used to reduce the benefit payable under (a)(i) or (ii), above, shall be determined assuming
that the Participant began receiving benefits thereunder at Normal Retirement Date, and using the actuarial equivalent factors specified in the
plans which are the subject of the offset or, if such factors are not reasonably available, such factors as may, from time to time, be elected by
the Plan Administrator.
3.3 Normal Retirement Benefits.

(a) Normal Retirement Benefits are payable upon a Participant’s Normal Retirement Date, which is the date of a Participant’s Separation
from Service, other than on account of death, at any time on or after reaching his or her fifty-fifth (55th) birthday, or the Participant’s fifty-fifth
birthday if the special service crediting rules of Section 3.3(b) apply
(b) For purposes of (i) determining whether a Participant has reached his or her fifty-fifth (55th) birthday and, thus, is eligible for benefits
under this Section 3.3 instead of on a deferred vested basis, and (ii) calculating the annual Retirement Allowance from The Pension Plan of
Arch Chemicals which is to be used as an offset, any Participant who has completed at least seven (7) Years of Creditable Service (as defined
in The Pension Plan of Arch Chemicals, but taking into account service with Olin and its affiliates, as well as service with Arch and its
affiliates) and who is at least age fifty-two (52) on the date he or she has a Separation from Service other than (i) for cause or (ii) as a result of a
voluntary termination, shall be treated as continuing as an eligible Employee until the date on which the Participant reaches age fifty-five (55).
Such service shall be imputed for the sole purposes of determining whether the Participant meets the age and service requirements for Normal
Retirement Benefits, and shall not be treated as “Benefit Service” for the purpose of calculating the amount of the benefit under this Plan. In
no event will Normal Retirement Benefits commence hereunder until the Participant actually attains age fifty-five (55).
3.4 Deferred Vested Benefits. Deferred Vested Retirement Benefits are payable upon a Participant’s Deferred Vested Retirement Date if
the Participant has a Separation from Service other than on account of death prior to having reached age fifty-five (55) and does not qualify for
Normal Retirement Benefits under Section 3.3(b), above. A Participant’s Deferred Vested Retirement Date is the date such Participant attains
age sixty-five (65). In the case of a Deferred Vested Participant, benefits paid from this Plan will be calculated assuming that the Participant will
not commence benefits under The Pension Plan of Arch Chemicals until he or she attains age sixty-five (65), even though the Participant may
actually commence benefits under The Pension Plan of Arch Chemicals prior to that date.
3.5 If Participant is Disabled. In the event that a Participant becomes Disabled, the Participant shall be credited with service and
compensation under this Plan for the period of Disability in the same manner as service and compensation is credited for a Disabled
7
non-collectively bargained employee who participates in The Pension Plan of Arch Chemicals until such time as the Participant has a
Separation from Service or is no longer Disabled and returns to work. No Participant shall qualify for Disability service credit hereunder if such
Participant becomes Disabled after he or she is no longer actively employed by Arch or its affiliates.
3.6 Survivor Benefits.
(a) Post-Retirement Benefits. If benefits are being paid in the form of a single life annuity, they shall cease as of the Participant’s death. If
benefits are being paid in the form of a joint and 50% survivor life annuity, after the Participant’s death benefits will continue only if the joint
annuitant survives the Participant. If a Participant dies after Retirement but prior to the date all payments have been made pursuant to an
election of the Lump Sum or Three Installments form of benefit, the first year annuity payments, the lump sum and/or the remaining
installments, as the case may be, shall be paid to the Participant’s designated beneficiary. If there is no beneficiary designation on file with the
Plan Administrator, or no designated beneficiary survives the Participant, the benefits shall be paid to the Participant’s estate (or a distributee
of the Participant’s estate, as designated by the estate’s legal representative).
(b) Pre-Retirement Benefits. Pre-retirement death benefits shall be paid only to a surviving Spouse. If a Participant does not have a
surviving Spouse, no pre-retirement death shall be payable hereunder. The surviving Spouse of any Participant who dies prior to Retirement
shall be entitled to receive a benefit equal to 50% of the benefit that the Participant would have been entitled to had the Participant survived to
the earliest date on which he or she could commence benefits hereunder, commenced Life Annuity benefits under the Plan in the form of a
joint and 50% survivor annuity, and then died the next day.
3.7 Benefits Upon a Change of Control.
(a) Lump Sum Payment Upon a Change of Control. 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 the Participant 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. Payment shall be made within 30 days of the Change in Control and in no event may a Participant
designate (directly or indirectly) the taxable year of the payment.
(b) No Divestment Upon a Change of Control. If a Participant is removed from participation in the Plan after a Change of Control has
occurred, in no event shall the Participant’s Years of Benefit Service accrued prior to such removal, and the benefit accrued prior thereto, be
adversely affected.
8
3.8 Non-Duplication of Benefits. In the event that any part or all of the benefits to which a Participant is entitled under this Plan are
distributed to such Participant and such Participant at any time thereafter again becomes employed by the Company or otherwise is or
becomes eligible to accrue a benefit hereunder, any benefits to which such Participant may become entitled to under this Plan shall be reduced
by the actuarial equivalent of the benefits previously distributed so that in no event shall a Participant receive a duplication of benefits under
the Plan.
Article IV. Payment of Benefits
4.1 Retirement Benefit Distributions.
(a) Forms of Benefit. Except as provided in the transition relief provisions of paragraph (b), below, prior to a Participant’s effective date of
participation in the Plan, the Selection Committee shall designate the time and form of distribution of such Participant’s Retirement Benefits
hereunder from among the following actuarially equivalent options, each of which shall be deemed to be a single payment for purposes of the
subsequent deferral rules of Section 4.2, below:
(i) Life Annuity. If a Participant is not Married as of his or her Benefit Commencement Date, benefits shall be paid in the form of a
single life annuity, with benefits paid monthly for the life of the Participant, commencing as of the Participant’s Benefit Commencement
Date. If a Participant is Married as of his or her Benefit Commencement Date, benefits shall be paid in the form of a joint and 50%
survivor annuity with benefits paid monthly for the life of the Participant commencing as of the Participant’s Benefit Commencement
Date and continuing for the life of the Spouse at a 50% reduced amount if the Spouse survives the Participant. The amount payable in
the form of a joint and 50% survivor annuity determined under Section 3.2(a)(i) and (ii) will reflect 100% of the benefits under subsections
(i) and (ii) prior to the offsetting benefits, and the offsetting benefits determined under subsections (i)(1) and (ii)(1) will reflect the
reduced benefits payable under those plans in the form of a joint and 50% survivor annuity. Notwithstanding the foregoing, if a
Participant’s Spouse is more than four years younger than the Participant, “100%” in the preceding sentence shall be adjusted so that
the present value of the surviving Spouse lifetime benefit is the same that it would have been if the Spouse were only four years younger
than the Participant.
(ii) Lump Sum. Monthly single life annuity benefits, calculated as of the Participant’s Retirement Date, and commencing as of the
Participant’s Benefit Commencement Date, will be paid until the first anniversary of the Participant’s Benefit Commencement Date, at
which time the lump sum present value of the remaining annuity payments shall be distributed in a single lump sum.
9
(iii) Three Installments. Monthly single life annuity benefits, calculated as of the Participant’s Retirement Date, and commencing as
of the Participant’s Benefit Commencement Date, will be paid until the first anniversary of the Participant’s Benefit Commencement Date,
at which time one third of the lump sum present value of the remaining annuity payments shall be distributed. Twelve months thereafter
another one-third of the lump sum present value of the annuity payments (determined as of the date of the 1st installment payment), plus
simple interest thereon (at the municipal AAA 10 year bond rate as of the date of the 1st installment payment), shall be distributed, and
twenty-four months thereafter, the final one-third of the lump sum present value of the annuity payments (determined as of the date of
the 1st installment), plus simple interest thereon (at the municipal AAA 10 year bond rate as of the date of the 2 nd installment payment),
shall be distributed.
If the Selection Committee fails to designate a form of payment prior to the effective date of a Participant’s participation, or for any other
reason a Participant does not have a benefit distribution election or designation on file with the Plan Administrator, benefits shall be paid in
the Lump Sum form of benefit.
(b) Code §409A Transition Relief. Employees who were Participants in the Plan as of January 1, 2005 or who became Participants on or
after January 1, 2005 and before December 31, 2008 may file elections as to the time and form of payment of benefits hereunder during the
period from January 1, 2005 through December 31, 2008 with respect to benefits accrued prior to the election that would not otherwise be
payable in the year of the election, provided the election is timely made and in accordance with the transition relief published by the Internal
Revenue Service in Notice 2005-1, Notice 2006-64, Notice 2007-86, the preamble to the proposed regulations under Code §409A and other IRS
guidance.
(c) Lump Sum Cash-Out. Notwithstanding paragraph (a), above, the Plan Administrator may, in its sole discretion which shall be
evidenced in writing no later than the date of payment, elect to pay the value of a Participant’s benefit upon a Separation from Service in a
single lump sum if the value of such benefit is not greater than the applicable dollar amount under Code §402(g)(1)(B), provided the payment
represents the complete liquidation of the Participant’s interest in the Plan (including any other deferred compensation plan that is required to
be aggregated with this Plan for this purposes).
(d) Benefit Commencement Date. A Participant’s Benefit Commencement Date shall be the first of the month immediately following the
Participant’s Normal Retirement Date or Vested Deferred Retirement Date, as the case may be, unless the Participant has elected a later date
pursuant to the Code Section 409A transition relief or as permitted in accordance with Section 4.2, below, in which case the Participant’s
Benefit Commencement Date shall be the date elected pursuant to such transition relief or Section 4.2, as the case may be. Notwithstanding the
foregoing, at any time the Company is publicly traded on an established securities market (as defined for purposes of Code §409A) and a
distribution is to be made to a Specified Employee (as defined for purposes of Code §409A(a)(2)(B)(i)) on account of a Separation from Service,
no distribution shall be made to the Specified Employee on account of such Separation from Service before the date which is six months after
the date of the Specified Employee’s Separation from Service,
10
or, if earlier, the date of death of the Specified Employee (the “Distribution Restriction Period”). To the extent that such Specified Employee
would otherwise have been entitled to benefits hereunder during the Distribution Restriction Period, such amounts shall be accumulated,
without interest, and paid in a single sum, on the first day of month following the end of the Distribution Restriction Period.
(e) Acceleration of or Delay in Payments. The Selection Committee, in its sole and absolute discretion, may elect to accelerate the time or
form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. §1.409A-3(j)(4). The
Selection Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to
the extent permitted under Treas. Reg. §1.409A-2(b)(7).
4.2 Change of Benefit Distribution Elections. A Participant may change his or her Benefit Distribution Election by filing a subsequent
written election with the Plan Administrator, provided, however, that
(a) such subsequent election is approved by the Plan Administrator, in its discretion, and is consistent with one of the forms of
benefit permitted under Section 4.1, above;
(b) such subsequent election does not take effect until at least 12 months after the date on which the subsequent election is made;
(c) except with respect to the payment of a death benefit, pursuant to such subsequent election payment is deferred for a period of
not less than 5 years from the date payment would otherwise have been made or commenced; and
(d) with respect to any election relating to a distribution to be made (or commence) as of a specified date (or pursuant to a fixed
schedule), the subsequent election is made not less than 12 months prior to the date of the first scheduled payment.
Furthermore, no change of election shall permit the acceleration of the time or schedule of any payment under the Plan, except as may be
provided by regulation or other guidance issued pursuant to Code §409A(a)(3). This paragraph is intended to be (and shall be interpreted to
be) consistent with Code §409A(a)(3), Code §409A(a)(4)(C) and related guidance.
4.3 Actuarial Assumptions.
(a) Present Value of Lump Sum. In determining the actuarial present value of any lump sum or installment payable in accordance with
Section 4.1(a)(ii) or (iii), above, the benefit shall be determined:
(i) as of the close of the Plan Year in which the Participant Retires;
11
(ii) using an annuity purchase rate based upon a discount rate equal to the municipal AAA 10 year bond rate determined as of
October 1st of the year prior to the year the lump sum payment would be made, or, on and after December 1, 2005, using an annuity
purchase rate based upon a discount rate equal to the lower of municipal AAA 10 year bond rate determined as the Participant’s
Retirement Date or 15 business days prior to the date that the lump sum or initial installment payment is to be made; and
(iii) assuming that the benefit commences under the Plan

(1) on the Participant’s 65th birthday, if the Participant terminates service (or is treated as terminating service) prior to age fifty-
five (55); and
(2) on the Participant’s Benefit Commencement Date, if the Participant terminates service on or after attaining age fifty-five
(55).
(b) Other Determinations. All other actuarial determinations under the Plan shall be made using the actuarial equivalent factors and other
assumptions specified in The Pension Plan of Arch Chemicals.
4.4 Removal from the Plan; Non-Payment of Benefits.
(a) Any Participant may be removed from the Plan by the Selection Committee at any time “for cause” as determined by the Selection
Committee in its sole discretion, whether or not the Participant has begun to receive payments under the Plan, and whether or not the
Participant’s employment has been terminated. “Cause” shall include, without limitation, rendering services in any capacity to a competitor of
the Company or an Employing Company without the consent of the Selection Committee. Neither the Participant nor his or her Spouse shall be
entitled to receive any payments from the Plan from and after the date of the removal of the Participant nor have any cause of action as a result
of such removal. The Participant or Spouse shall not be required to return any payments made prior to removal of the Participant from the Plan.
(b) The Selection Committee may notify a Participant that he or she is being suspended from the Plan as a result of job performance
which the Selection Committee, in its sole discretion, deems unsatisfactory. From and after the date of such notification, and notwithstanding
the Participant’s actual Hay Points, he or she will not be deemed to have 2,000 or more Hay Points for purposes of calculating the Participant’s
Retirement Allowance. Any prior Years of Benefit Service shall not be affected by such suspension.
Article V. Funding
5.1 Unfunded Plan. This Plan shall be unfunded. All payments under this Plan shall be made from the general assets of Arch and other
Employing Companies.
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5.2 Liability for Payment. Arch and each other Employing Company shall pay the benefits provided under this Plan with respect to
Participants who are employed, or were formerly employed by it during their participation in the Plan. In the case of a Participant who was
employed by more than one Employing Company, the Committee shall allocate the cost of such benefits among such Employing Companies in
such manner as it deems equitable. The obligations of the Employing Company shall not be funded in any manner. The rights of any person to
receive benefits under this Plan are limited to those of a general creditor of the Employing Company liable for payment hereunder.
5.3 Anti-alienation. Except as provided in a domestic relations order (within the meaning of Code §414(p)(1)(B)), no Participant or
beneficiary shall have the right to assign, transfer, encumber or otherwise subject to any lien any payment or any other interest under this
Plan, nor shall such payment or interest be subject to attachment, execution or levy of any kind.
Article VI. Plan Administration
6.1 Plan Administrator. The Company has appointed the Pension Administration and 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 Majority Actions; Allocation and Delegation. The Committee shall act by majority vote, but may authorize one or more of members to
sign all papers on behalf of the Committee. The Committee members may allocate responsibilities among themselves, and shall notify the
Company in writing of such action and the responsibilities allocated to each member.
6.3 Powers, Duties and Responsibilities. Except for those powers expressly reserved to the Selection Committee, the Plan Administrator
shall have all power to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, in accordance with the terms of
the Plan. The Plan Administrator shall have the absolute discretion and power to determine all questions arising in connection with the
administration, interpretation and application of the Plan. Any such determination by the Plan Administrator shall be conclusive and binding
upon all persons. The Plan Administrator may correct any defect or reconcile any inconsistency in such manner and to such extent as shall be
deemed necessary or advisable to carry out the purposes of the Plan; provided, however, that such interpretation or construction shall be
done in a non-discriminatory manner and shall be consistent with the intent of the Plan.
13
The Plan Administrator shall:
(a) compute the amount and kind of benefits to which any Participant shall be entitled hereunder;
(b) maintain all necessary records for the administration of the Plan;
(c) interpret the provisions of the Plan and make and publish such rules for regulation of the Plan as are consistent with the terms
hereof;
(d) assist any Participant regarding his rights, benefits or elections available under the Plan; and
(e) communicate to Participants and their Beneficiaries concerning the provisions of the Plan.
6.4 Records and Reports. The Plan Administrator shall keep a record of all actions taken and shall keep such other books of account,
records and other information that may be necessary for proper administration of the Plan. The Plan Administrator shall file and distribute all
reports that may be required by the Internal Revenue Service, Department of Labor or others, as required by law.
6.5 Appointment of Advisors. The Plan Administrator may appoint accountants, actuaries, counsel, advisors and other persons that it
deems necessary or desirable in connection with the administration of the Plan.
6.6 Claims Procedures; Arbitration.
(a) Any person or entity (hereinafter referred to as “Claimant”) claiming a benefit, requesting an interpretation or ruling under the Plan, or
requesting information under the Plan shall present the request in writing to the Plan Administrator, which shall respond in writing as soon as
practical, but in no event later than ninety (90) days after receiving the initial claim (or no later than forty-five (45) days after receiving the
initial claim regarding Disability under this Plan).
(b) If the claim or request is denied, the written notice of denial shall state:
(i) the reasons for denial, with specific reference to the Plan provisions on which the denial is based;
(ii) a description of any additional material or information required and an explanation of why it is necessary, in which event the time
periods indicated in subsection (a), above, shall be one hundred and eighty (180) and seventy-five (75) days from the date of the initial
claim respectively; and
(iii) an explanation of the Plan’s claim review procedure.
14
(c) Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days (or one hundred and
eighty (180) days in the event of a claim regarding Disability) may request a review by notice given in writing to the Compensation
Committee. Such request must be made within sixty (60) days (or one hundred and eighty (180) days in the event of a claim regarding a
Disability) after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty
(60) days (or one hundred and eighty (180) days in the event of a claim regarding a Disability) after receipt by the Plan Administrator of
Claimant’s claim or request. The claim or request shall be reviewed by the Compensation Committee which may, but shall not be required
to, grant the Claimant a hearing. On review, the Claimant may have representation, examine pertinent documents, and submit issues and
comments in writing.
(d) The decision on review shall normally be made within sixty (60) days (or forty-five (45) days in the event of a claim regarding
Disability) after the Compensation Committee’s receipt of the Claimant’s claim or request. If an extension of time is required for a hearing
or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days (or ninety
(90) days in the event of a claim regarding Disability). The decision shall be in writing and shall state reasons supporting the decision
and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.
(e) Notwithstanding the foregoing, any dispute or controversy arising under or in connection with the Plan subsequent to a
Change in Control shall be settled exclusively by arbitration in Connecticut, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
6.7 Indemnification of Members. The Company shall indemnify and hold harmless any member of the Committee and of the Selection
Committee from any liability incurred in his or her capacity as such for acts which he or she undertakes in good faith as a member of such
Committee.
Article VII. Termination and Amendment
7.1 Amendment or Termination. The Company may amend the Plan at any time, in whole or in part, by action of its Board of Directors, the
Compensation Committee of the Board or any other duly authorized committee or officer. Any Employing Company may withdraw from
participation in the Plan at any time. No amendment 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 or withdrawal.
Notwithstanding the foregoing, the Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and
beneficiaries their accrued benefits in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
15
Article VIII. Miscellaneous
8.1 Gender and Number. Whenever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as
though they were also used in another gender in all cases where such would apply, and whenever any words are used herein in the singular or
plural form, they shall be construed as though they were also used in another form in all cases where they would so apply.
8.2 Action by the Company. Whenever the Company under the terms of this Plan is permitted or required to do or perform any act or
thing, it shall be done and performed by an officer or committee duly authorized by the Board of Directors of the Company.
8.3 Headings. The headings and subheadings of this Plan have been inserted for convenience of reference only and shall not be used in
the construction of any of the provisions hereof.
8.4 Uniformity and Non Discrimination. All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory
manner.
8.5 Governing Law. To the extent that state law has not been preempted by the provisions of ERISA or any other laws of the United
States heretofore or hereafter enacted, this Plan shall be construed under the laws of the State of Connecticut.
8.6 Employment Rights. Nothing in this Plan shall confer any right upon any Employee to be retained in the service of the Company or
any of its affiliates.
8.7 Incompetency. In the event that the Plan Administrator determines that a Participant is unable to care for his affairs because of illness
or accident or any other reason, any amounts payable under this Plan may, unless claim shall have been made therefor by a duly appointed
guardian, conservator, committee or other legal representative, be paid by the Plan Administrator to the Participant’s spouse, child or parent or
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.
IN WITNESS WHEREOF, Arch Chemicals, Inc. has caused this Plan to be executed by a duly authorized officer on December 30, 2008.

Its Vice President, Human Resources
16
Exhibit 10.13

EMPLOYEE DEFERRAL PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2009

Arch Chemicals, Inc. Employee Deferral Plan

ARTICLE I
Establishment and Purpose 1
ARTICLE II
Definitions 1
ARTICLE III
Eligibility and Participation 9
ARTICLE IV
Deferrals 9
ARTICLE V
Benefits 12
ARTICLE VI
Modifications to Payment Schedules 16
ARTICLE VII
Investments; Valuation of Account Balances 16
ARTICLE VIII
Administration 19
ARTICLE IX
Amendment and Termination 20
ARTICLE X
Informal Funding 21
ARTICLE XI
Claims 22
ARTICLE XII
General Provisions 23
Arch Chemicals, Inc. Employee Deferral Plan

ARTICLE I
Establishment and Purpose
Arch Chemicals, Inc. (the “Company”) hereby amends and restates the Arch Chemicals, Inc. Employee Deferral Plan (the “Plan”), effective as
of January 1, 2009. This amendment and restatement applies to all amounts previously or hereafter deferred under the Plan, it being expressly
intended that this amendment and restatement shall constitute a material modification of the Plan as in effect on October 3, 2004, such that all
amounts deferred under the Plan prior to January 1, 2005, shall be subject to Code Section 409A.
The purpose of the Plan is to attract and retain key employees by providing each Participant with an opportunity to defer receipt of a portion
of his or her salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Code
Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that
intent.
The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the
status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely
responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended
to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the
Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by
the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to
the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.
ARTICLE II
Definitions
2.1 Account. Account means a bookkeeping account maintained by the Administrator to record the payment obligation of a Participating
Employer to a Participant as determined under the terms of the Plan. The Administrator may maintain an Account to record the total
obligation to a Participant and component Accounts (such as, e.g., a Specified Date Account) to reflect amounts payable at different
times and in different forms. Reference to an Account means any such Account established by the Administrator, as the context
requires. The Administrator may limit the number of Accounts a Participant may establish. Accounts are intended to constitute
unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such
Account as of the most recent valuation date.
2.3 Administrator. Administrator means the Vice President, Human Resources, or his or her delegate; provided, however, that with respect
to any discretionary decision with respect to the benefits of the Vice President, Human Resources, Administrator means the Committee.
2.4 Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit
of its eligible employees.
2.5 Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code
Section 414(b) or (c).
2.6 Arch Common Stock. Arch Common Stock means the common stock of Arch Chemicals, Inc., par value $1.00 per share.
2.7 Arch Stock Units. Arch Stock Units means the phantom stock or share equivalents (including fractions) credited to a Participant’s
Account, with one Arch Stock Unit equal to one share of Arch Common Stock. Except as expressly provided herein, an allocation of
Arch Stock Units to a Participant’s Account shall confer no rights upon such Participant as a shareholder of the Company or otherwise,
but shall confer only the right to receive the value of such shares credited as and when provided herein.
2.8 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary
is entitled in accordance with provisions of the Plan. The Participant’s estate shall be the Beneficiary if: (i) the Participant has failed to
properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant. If one or more Beneficiaries
survive the Participant, but all Beneficiaries die before complete payment of all amounts due has been made, any remaining unpaid
amounts shall be paid to the estate of the last to die of such Beneficiaries.
To be effective, a Beneficiary designation must be in writing, in a form acceptable to the Administrator and filed with the Administrator
prior to the death of the Participant.
2.9 Business Day. A Business Day is each day on which the New York Stock Exchange is open for business.
2.10 Change in Control. Change in Control, with respect to a Participating Employer that is organized as a corporation, occurs on the date on
which any of the following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective
control of the Participating Employer; or (iii) a change in the ownership of a substantial portion of the assets of the Participating
Employer.
A change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting
as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group
constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer.
Page 2
A change in the effective control of the Participating Employer occurs on the date on which either (i) a person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the
stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the
most recent acquisition, or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-
month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior
to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer.
A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person
acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the
Participating Employer that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of
the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets
acquired during the 12-month period ending on the date of the most recent acquisition.
An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating
The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the
2.11 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XI of this Plan.
2.12 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.
2.13 Code Section 409A. Code Section 409A means Section 409A of the Code, and regulations and other guidance issued by the Treasury
Department and Internal Revenue Service thereunder.
2.14 Committee. Committee means the Compensation Committee of the Board of Directors of the Company.
2.15 Company. Company means Arch Chemicals, Inc., a Virginia corporation.
Page 3
2.16 Compensation. Compensation means any employee compensation which represents salary, bonus or any other incentive plan payout,
in the form of cash or stock, including, but not limited to, payouts of payment distributions from the Arch Chemicals, Inc. 1999 Long
Term Incentive Plan, but excluding stock resulting from employee stock option exercises and excluding incentive payouts that the
Committee prospectively determines not to be eligible to be deferred under this Plan. Compensation shall not include any compensation
that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A.
2.17 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating
Employer that specifies (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in
accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee or the
Administrator may permit different deferral elections for each component of Compensation and may establish a minimum or maximum
deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement,
Participants may defer up to 80% of their base salary and up to 100% of other types of Compensation for a Plan Year. A Compensation
Deferral Agreement may also specify the deemed investment allocation described in Section 7.4.
2.18 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as
provided in Section 5.1(c) of the Plan.
2.19 Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the
Participant has elected to defer in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates
otherwise, a reference to Deferrals includes earnings attributable to such Deferrals.
Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or
withholdings, but shall be reduced by the Administrator as necessary so that it does not exceed 100% of the cash Compensation of the
Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and
other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan
shall be allowed only to the extent permissible under Code Section 409A.
2.20 Effective Date. Effective Date of this amended and restated plan document means January 1, 2009. The Plan was originally effective as
of February 8, 1999.
2.21 Eligible Employee. Eligible Employee means an Employee who meets all of the following requirements:
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(a) the Employee is a member of a “select group of management or highly compensated employees” of a Participating Employer
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA;
(b) the Employee is a full-time salaried employee (including employees who are officers of the Company) on the active payroll of the
Company and/or a Participating Employer, and has at least 1182 Hay Points; and
(c) the Employee has been selected by the Administrator and, if required, approved by the Committee, to participate in this Plan.
2.22 Employee. Employee means a common-law employee of an Employer.
2.23 Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate.
2.24 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
2.25 Exchange Act. The Exchange Act means the Securities Exchange Act of 1934, as amended.
2.26 Fair Market Value. With respect to a date, on a per share or unit basis, Fair Market Value means (i) with respect to Arch Common Stock
or Arch Stock Units, the average of the high and the low price of a share of Arch Common Stock reported on the consolidated tape of
the New York Stock Exchange (or such other primary exchange on which the Common Stock is traded) (“Exchange”) on such date or if
the Exchange is closed on such date, the next succeeding date on which it is open, (ii) with respect to Olin Stock Units, the average of
the high and the low price of a share of Olin Common Stock reported on the consolidated tape of the Exchange on such date or if the
Exchange is closed on such date, the next succeeding date on which it is open, and (iii) with respect to other investment vehicles, the
closing or unit price or net asset value of such vehicle, as the case may be, on such date, or if such date is not a Business Day, the next
following Business Day.
2.27 Olin Common Stock. Olin Common Stock means the common stock of Olin Corporation, Inc.
2.28 Olin Stock Account. A Participant’s Olin Stock Account is an Account under the deferral portion of this Plan to which Olin Stock Units
are credited. Except for dividend equivalents relating to Olin Stock Units or in the event of a stock adjustment (as provided in
Section 7.2(b)), no additional contributions or additions may be made to an Olin Stock Account after February 8, 1999.
2.29 Olin Stock Units. Olin Stock Units means the phantom stock or share equivalents (including fractions) credited to a Participant’s Olin
Stock Account, with one Olin Stock Unit equal to one share of Olin Common Stock.
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2.30 Participant. Participant means a person with an Account Balance greater than zero, regardless of whether such person continues to be
an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.
2.31 Participating Employer. Participating Employer means the Company and each Adopting Employer.
2.32 Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in
which payment of such Account will be made.
2.33 Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the
Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a
performance period of at least twelve consecutive months. Organizational or individual performance criteria are considered pre-
established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the
criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether
Compensation qualifies as “Performance-Based Compensation” will be made by the Administrator in accordance with Treas. Reg.
Section 1.409A-1(e) and subsequent guidance.
2.34 Plan. Generally, the term Plan means the Arch Chemicals, Inc. Employee Deferral Plan, as documented herein and as may be amended
from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate
context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of
the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.
2.35 Plan Year. Plan Year means January 1 through December 31.
2.36 Section 16(b) Employee. A Section 16(b) Employee is an Employee or former Employee who is subject to Section 16(b) of the Exchange
Act.
2.37 Separation from Service. An Employee incurs a Separation from Service upon termination of employment with the Employer. Except as
noted below with respect to asset sales, the Administrator will determine, in accordance with Code Section 409A, whether a Separation
from Service has occurred. Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is
deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to
be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee
during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods
during which the Employee was on a bona fide leave of absence.
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An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from
Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the
expiration of the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, with
respect to an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a
continuous period of at least six months and that prevents the Employee from performing the duties of his or her position of
employment or a similar position, the twenty-nine-month anniversary of the commencement of leave shall be substituted for the six-
month anniversary in (i) in the preceding sentence.
For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in
Section 2.24 of the Plan, except that for purposes of determining whether another organization is an Affiliate of the Company, common
ownership of at least 50% shall be determinative.
The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated
party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the
transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the
2.38 Specified Date Account. A Specified Date Account means an Account established pursuant to Section 4.3 that will be paid (or that will
commence to be paid) at a future date as specified in the Participant’s Compensation Deferral Agreement. Unless otherwise determined
by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified
in enrollment materials as an “In-Service Account.”
2.39 Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with
Section 5.1(b).
2.40 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key
employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise. An
Employee is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with
applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the
Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire 12-month period beginning on
the Specified Employee Effective Date.
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section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section 125(a),
132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is not
a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under
Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or
compensation shall be the definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action that is
legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different
definition of compensation.
determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative
methodology through designations made within the timeframes specified therein.
2.41 Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified
Employee Identification Date, or such earlier date as is selected by the Committee.
2.42 Specified Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a
different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the
Employer.
2.43 Termination Account. Termination Account means an Account established by the Committee to record the amounts payable to a
Participant that have not been allocated to a Specified Date Account. Unless the Participant has established a Specified Date Account,
all Deferrals shall be allocated to a Termination Account on behalf of the Participant.
2.44 Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s
Separation from Service.
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2.45 Unforeseeable Emergency. An Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152, without regard to
Section 152(b)(1), (b)(2) or (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a
home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events
which may qualify as an Unforeseeable Emergency shall be specified by the Committee in administrative documents or forms.
ARTICLE III
Eligibility and Participation
3.1 Eligibility and Participation. An Eligible Employee becomes a Participant upon receipt of notification of eligibility to participate and filing
of an initial Compensation Deferral Agreement.
3.2 Duration. A Participant shall be eligible to defer Compensation, subject to the terms of the Plan, for as long as such Participant remains
an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer
Compensation under the Plan but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her
Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is
greater than zero, and during such time may continue to make allocation elections as provided in Section 7.4. An individual shall cease
being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.
ARTICLE IV
Deferrals
4.1 Deferral Elections, Generally.
(a) An Eligible Employee shall submit a Compensation Deferral Agreement during the enrollment periods established by the
Administrator and in the manner specified by the Administrator, but, in any event, in accordance with Section 4.2. A
Compensation Deferral Agreement that is not properly and timely filed with respect to a service period or component of
Compensation shall be considered void and shall have no effect with respect to such service period or Compensation.
(b) The Participant shall specify on his or her Compensation Deferral Agreement whether to allocate Deferrals to a Termination
Account or to a Specified Date Account. If no designation is made, all Deferrals shall be allocated to the Termination Account.
A Participant may also specify in his or her Compensation Deferral Agreement the Payment
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Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral
Agreement, the Payment Schedule shall be a single lump sum. If a Participant elects to allocate Deferrals solely to one or more
Specified Date Accounts and has not elected to allocate any Deferrals to a Termination Account, such Participant shall be
deemed to have elected to have his or her Specified Date Accounts paid in a single lump sum in the event distribution is made
on account of Termination prior to the applicable Specified Date (as provided in Section 5.1), unless such Participant elects
otherwise at the same time that the Specified Date Deferral Payment Schedule elections are made.
(c) Section 16(b) Employees who wish to allocate Deferrals to a deemed investment in Arch Stock Units must obtain prior approval
of the Committee.
4.2 Timing Requirements for Compensation Deferral Agreements.
(a) Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a
Compensation Deferral Agreement no later than December 31 (or such earlier date as established by the Administrator) of the
year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this
paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation
is earned.
(b) First Year of Eligibility. If permitted by the Administrator, in the case of the first year in which an Eligible Employee becomes
eligible to participate in the Plan, such Employee has up to 30 days following his or her initial eligibility to submit a
Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral
Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether
an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with
the rules of Code Section 409A, including the provisions of Treas. Reg. Sections 1.409A-1(c) and 1.409A-2(a)(7).
A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on and after the date the
Compensation Deferral Agreement becomes irrevocable.
(c) Performance-Based Compensation. If permitted by the Administrator, a Participant may file a Compensation Deferral Agreement
with respect to Performance-Based Compensation no later than the date specified by the Administrator, which shall in no event
be later than the date that is six months before the end of the performance period, provided that:
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i. the Participant performs services continuously from the later of the beginning of the performance period or the date the
criteria are established through the date the Compensation Deferral Agreement is submitted; and
ii. the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.
A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day
immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is
made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or Disability or upon a
Change in Control prior to the satisfaction of the performance criteria, will be void.
For this purpose, Disability or Disabled means that a Participant is, by reason of any medically-determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of the Participant’s employer. The Committee
shall determine whether a Participant is Disabled in accordance with Code Section 409A.
(d) “Evergreen” Deferral Elections. The Administrator, in its discretion, may provide in the Compensation Deferral Agreement that
such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such
“evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such
election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or
modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A
Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.6 will be required to file a new
Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan.
4.3 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to
the Termination Account. The Administrator may, in its discretion, prospectively establish minimum deferral periods for Specified Date
Accounts (for example, the third Plan Year following the year Compensation subject to the Compensation Deferral Agreement is
earned).
4.4 Deductions from Pay. The Administrator has the authority to determine the payroll practices under which any component of
Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.
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4.5 Vesting. Participant Deferrals shall be 100% vested at all times.
4.6 Cancellation of Deferrals. The Administrator may cancel a Participant’s Deferrals (i) for the balance of the Plan Year in which an
Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan,
through the end of the Plan Year in which the six-month anniversary of the hardship distribution falls, and (iii) during periods in which
the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical
impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by
the later of the end of the taxable year of the Participant or the 15th day of the third month following the date the Participant incurs the
disability (as defined in this clause (iii)).
ARTICLE V
Benefits
5.1 Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan:
(a) Termination Benefit. Upon the Participant’s Separation from Service (other than on account of death), he or she shall be entitled
to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Termination Account and (i) if the
Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Termination
Account is payable in installments, the unpaid balance of any Specified Date Accounts with respect to which the Specified Date
has not yet occurred and with respect to which payments have not commenced. The Termination Benefit shall be based on the
value of that Account as of the end of the month immediately preceding the payment date. Payment of the Termination Benefit
will be commence on the first Business Day after the January 1 or July 1, as elected by the Participant in the applicable
Compensation Deferral Agreement, following the month in which Separation from Service occurs. Notwithstanding the
foregoing, with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from
Service, if the payment commencement date elected by such Participant is not at least 6 months after the date the Separation
from Service occurs, then payment will be delayed to the next following January 1 or July 1, provided, however, that in the event
of the Participant’s death after his or her Separation from Service date but before the payment commencement date elected by
the Participant, then payment shall not be so delayed. If the Termination Benefit is to be paid in the form of installments, and a
delay is imposed as provided in the preceding sentence, any subsequent installment payments to a Specified Employee will be
paid on the anniversary of the date the first payment would have been made had the Participant not been classified as a
Specified Employee.
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(b) Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a
Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested
portion of the Specified Date Account, based on the value of that Account as of the end of the month immediately preceding the
payment date designated by the Participant at the time the Account was established. Except as provided in Section 5.1(a),
payment of the Specified Date Benefit will be made on the first Business Day after the January 1 or July 1 of the specified year,
as elected by the Participant in the applicable Compensation Deferral Agreement.
(c) Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit.
The Death Benefit shall be equal to the vested portion of the unpaid balances in the Participant’s Accounts, based on the value
of such Accounts as of the end of the month immediately preceding the payment. Payment of the Death Benefit will be made in
accordance with the timing and form of benefit elections made by the Participant with respect to the payment of his or her
Termination Benefits (or, if none, in a single lump sum).
(d) Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request
to the Administrator to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary
is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Administrator based on
the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may
not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of
Deferrals under this Plan. If an emergency payment is approved by the Administrator, the amount of the payment shall not
exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to
the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties
that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be
subtracted first from the vested portion of the Participant’s Termination Account, other than the portion of such Account
deemed invested in Arch Stock Units, until depleted and then from the vested Specified Date Accounts, other than the portion
of such Accounts deemed invested in Arch Stock Units, beginning with the Specified Date Account with the latest payment
commencement date. Payments on account of an Unforeseeable Emergency shall be subtracted from the Participant’s Arch
Stock Accounts only after all other Accounts have been depleted. Emergency payments shall be paid in a single lump sum
within the 90-day period following the date the payment is approved by the Administrator.
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5.2 Form of Payment.
(a) Distributions. All distributions from the Plan shall be made in cash.
(b) Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a
single lump sum or in substantially equal annual installments over a period of two to twenty years, as elected by the Participant
on his or her initial Compensation Deferral Agreement, subject to the delay provisions applicable to Specified Employees
described in Section 5.1(a), and, if applicable, the provisions of Article VI concerning modifications to a Payment Schedule.
(c) Specified Date Benefit. Subject to any modification of the Payment Schedule as permitted under Article VI, the Specified Date
Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the
account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two
to twenty years, as elected by the Participant.
Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service, (i) the unpaid balance of
any Participant’s Specified Date Accounts of the Participant with respect to which the Specified Date has not yet occurred and
with respect to which payments have not commenced shall be paid in accordance with the Payment Schedule applicable to the
Participant’s Termination Benefit Account, and (ii) if the Participant’s Termination Account is payable in a single lump sum, the
unpaid balances of all Specified Date Accounts (including those in pay status) will be paid in accordance with the Payment
Schedule applicable to the Participant’s Termination Account. In the event benefits become payable in accordance with this
paragraph, the provisions applicable to Specified Employees described in Section 5.1(a) shall apply.
(d) Change in Control. Notwithstanding the foregoing, a Participant will receive a single lump sum payment equal to the unpaid
balance of all of his or her Accounts upon a Separation from Service within 24 months following a Change in Control. Payment
will be made within 30 days of such Separation from Service and the Participant shall not have a right to designate the taxable
year of payment. Notwithstanding the foregoing, if the Participant is a Specified Employee as of his or her Separation from
Service date, payment will be made on the first day of the month following (i) the date which is six months after the Participant’s
Separation from Service date; or (ii) the Participant’s date of death, whichever occurs first.
(e) Small Account Balances. The Administrator may, in its sole discretion which shall be evidenced in writing no later than the date
of payment, elect to pay the value of the Participant’s Accounts upon a Separation from Service in a single lump sum if the
balance of such Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B),
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provided the payment represents the complete liquidation of the Participant’s interest in the Plan (including any other deferred
compensation plan that is required to be aggregated with this Plan for this purposes).
(f) Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made
beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the
number of installment payments specified in the Payment Schedule has been paid. In general, the amount of each installment
payment shall be determined by dividing (i) by (ii), where (i) equals the Account Balance as of the valuation date, and (ii) equals
the remaining number of installment payments. However, if a Stock Account is to be paid out in cash, the amount of any cash
distribution to be made in installments with respect to Arch or Olin Stock Units will be determined by (i) multiplying the number
of Arch Stock Units or Olin Stock Units attributable to such installment (determined as hereinafter provided) by (ii) the Fair
Market Value of a share of Common Stock or Olin Common Stock, as applicable, on the fifth Business Day immediately prior to
the date on which such installment is to be paid. The number of Arch Stock Units or Olin Stock Units, as applicable, attributable
to an installment shall be determined by multiplying (i) the current number of Arch Stock Units or Olin Stock Units in the
applicable Stock Account by (ii) a fraction, the numerator of which is one and the denominator of which is the number of
installments in which distributions remain to be made (including the current distribution).
For purposes of Article VI, installment payments will be treated as a single form of payment.
5.3 Acceleration of or Delay in Payments. The Administrator, in its sole and absolute discretion, may elect to accelerate the time or form of
payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-
3(j)(4). The Administrator may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant
hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the
meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an “alternate payee,” any
amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.
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ARTICLE VI
Modifications to Payment Schedules
6.1 Participant’s Right to Modify. A Participant may modify the Payment Schedule with respect to an Account, consistent with the
permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VI.
6.2 Time of Election. The date on which a modification election is submitted to the Administrator must be at least twelve months prior to the
date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.
6.3 Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit,
the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment
would have otherwise commenced absent the modification. Under no circumstances may a modification election result in an
acceleration of payments in violation of Code Section 409A.
6.4 Effective Date. A modification election submitted in accordance with this Article VI is irrevocable upon receipt by the Administrator and
becomes effective 12 months after such date.
6.5 Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and
shall not be construed to affect the Payment Schedules of any other Accounts.
ARTICLE VII
Investments; Valuation of Account Balances
7.1 Crediting of Deferrals. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the
Participant absent the Compensation Deferral Agreement. Compensation that would otherwise have been paid to the Participant in the
form of stock-based compensation shall be allocated to a deemed investment in Arch Stock Units. All other types of Compensation
shall be allocated to such investment accounts as shall be elected by the Participant, provided, however, that deferrals of salary may
not be allocated directly to a deemed investment in Arch Stock Units.
7.2 Company Stock.
(a) Shares Authorized for Issuance. There shall be reserved for issuance under the Plan 25,000 shares of Common Stock, subject to
adjustment pursuant to subsection (b) below.
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(b) Adjustments in Certain Events. In the event of any change in the outstanding Common Stock of the Company or Olin Common
Stock by reason of any stock split, share dividend, recapitalization, merger, consolidation, reorganization, combination, or
exchange or reclassification of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any
distribution to common shareholders other than cash dividends, the number or kind of shares or Arch Stock Units or Olin Stock
Units, as the case may be, that may be issued or credited under the Plan may be adjusted by the Committee so that the
proportionate interest of the Participants shall be maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes of the Plan.
(c) Company Stock Units. All deferrals of stock-based Compensation under the Plan shall be deemed to be invested in Arch Stock
Units (or, with respect to certain Account balances transferred from Olin Corporation, Olin Stock Units). The Participant’s
Account shall be credited with the number of Arch Stock Units equal to the number of shares that the Participant elected to
defer.
Deferrals of Compensation other than stock-based Compensation that are allocated to deemed investments in Arch Stock Units
shall be converted to the number of Units equal to the number of shares of Arch Common Stock (including fractions of a share
determined to three decimal places) that could have been purchased with the amount of such Deferral at the Fair Market Value
on the allocation date.
(d) Dividend Equivalents. Dividend equivalents with respect to Arch Stock Units and Olin Stock Units will be credited to the
applicable Accounts in the form of additional Stock Units. Each time a cash dividend is paid on Arch Common Stock or Olin
Common Stock, a Participant who has phantom shares of such stock credited to his or her Stock Account shall receive a credit in
applicable Stock Units for such dividends on the dividend payment date to his or her applicable Stock Account. The number of
additional Arch Stock Units or Olin Stock Units (rounded to the nearest one-thousandth of a share) credited to the applicable
Stock Account will be determined by dividing (i) the product of (a) the dollar value of the cash dividend declared in respect of a
share of Arch Common Stock or Olin Common Stock, as applicable, multiplied by (b) the number of Stock Units credited to the
Participant’s applicable Stock Account as of the dividend record date, by (ii) the Fair Market Value of a share of Arch Common
Stock or Olin Common Stock, as applicable, on the dividend payment date.
7.3 Menu of Investment Options. Investment options will be determined by the Committee or the Administrator. Investment options may be
added or removed from the Plan menu from time to time, provided that any such additions or removals of investment options shall not
be effective with respect to any period prior to the effective date of such change.
Page 17
Deemed investment in Arch Stock Units shall be one of the investment options that is available under the Plan.
7.4 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment
options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option
included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to
purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely
for purposes of adjusting the value of a Participant’s Account Balances.
A Participant shall specify an investment allocation for each of his or her Accounts in accordance with procedures established by the
Administrator. Except with respect to deemed investments in Arch Stock Units, allocation among the investment options must be
designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case
of investment allocations received after a time specified by the Administrator, the next Business Day.
Generally, except as noted below with respect to deferrals of stock-based compensation allocated to Arch Stock Units, a Participant
may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing
Account Balances, in accordance with procedures adopted by the Committee or the Administrator. Changes shall become effective on
the same Business Day or, in the case of investment allocations received after a time specified by the Committee or the Administrator,
the next Business Day, and shall be applied prospectively.
Notwithstanding the above, any change to an investment allocation that relates to a deemed investment in Arch Stock Units must be
approved by the Committee or the Administrator in advance. Generally, deferrals of stock-based Compensation may not be re-allocated
to a deemed investment other than Arch Stock Units.
Additionally, Section 16(b) Employees may not re-allocate amounts to or from Arch Stock Units without complying with Section 16(b)
of the Exchange Act. The Administrator may establish from time to time blackout periods applicable to either all Participants or to all
Section 16(b) Employees during which no changes to deemed investment allocations may occur among all or certain Accounts.
7.5 Unallocated Deferrals and Accounts. Except with respect to stock-based Compensation, if a Participant fails to make an investment
allocation with respect to an Account, such Account shall be deemed to be invested in an investment option, the primary objective of
which is the preservation of capital, as determined by the Administrator.
7.6 Valuation of Accounts. Valuation of Accounts shall be performed under procedures approved by the Committee or the Administrator.
Generally, earnings on deemed investments shall be credited as of the end of each calendar quarter
Page 18
7.7 Special Valuation Rules in the Event of a Change in Control. Generally, in the event of a distribution on account of a Separation from
Service after a Change in Control, as provided in Section 5.2(d), above, Accounts will be valued as of the last day of the month in which
the Separation from Service occurs. However, the value of the Participant’s Arch Stock Units will be determined by multiplying the
number of applicable Arch Stock Units by the highest of (i) the highest Fair Market Value of Arch Common Stock on any date within
the period commencing 30 days prior to such Change in Control and ending on the date of the Change in Control, (ii) the Fair Market
Value of the Arch Common Stock on the date of the Participant’s Separation from Service, and (iii) if the Change in Control of the
Company occurs as a result of a tender or exchange offer or consummation of a corporate transaction, then the highest price paid per
share of Arch Common Stock pursuant thereto. Any consideration other than cash forming a part or all of the consideration for Arch
Common Stock to be paid pursuant to the applicable transaction shall be valued at the valuation price thereon determined by the Board
or Committee.
ARTICLE VIII
Administration
8.1 Plan Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee (and its
delegate). This power and authority includes, but is not limited to, selecting compensation eligible for deferral, establishing deferral
terms and conditions and adopting modifications, amendments and procedures as may be deemed necessary, appropriate or convenient
by the Committee or its delegate, as the case may be, subject to Article IX. Day-to-day administration of the Plan shall be the
responsibility of the Administrator. Decisions of the Committee (and its delegate) and the Administrator shall be final, conclusive and
binding upon all persons having any interest in the Plan.
Notwithstanding the foregoing, to the extent required for transactions under the Plan to qualify for the exemptions available under Rule
16b-3 promulgated under the Exchange Act, all actions relating to persons subject to Section 16 of the Exchange Act may be taken by
the Board or the Committee (or any other committee or subcommittee of the Board composed of two or more members, each of whom is
a “non-employee director” within the meaning of Exchange Act Rule 16b-3) and, to the extent required for compensation realized under
the Plan to be deductible by the Company pursuant to Section 162(m) of the Code, all actions relating to such compensation (and
awards thereof) may be taken by the Committee (or any other committee or subcommittee of the Board composed of two or more
members, each of whom is an “outside director” within the meaning of Code Section 162(m)).
Claims for benefits shall be filed with the Administrator and resolved in accordance with the claims procedures in Article XI.
Page 19
8.2 Administration Upon Change in Control. Notwithstanding any provision of this Plan to the contrary, Section 5.2(d) and Section 7.7 of
the Plan concerning benefits to be paid following a Change in Control may not be amended or modified to the detriment of a Participant
after a Change in Control occurs without the written consent of such Participant.
In addition, if a Change in Control has occurred, the Company shall reimburse a Participant for the legal fees and expenses incurred
thereafter if the Participant is required after the Change in Control to seek to obtain or enforce any right to distribution under this Plan.
In such case and in the event that it is determined that such Participant is properly entitled to a cash distribution hereunder, such
Participant shall also be entitled to interest thereon payable in an amount equivalent to the prime rate of interest as announced from
time to time by Citibank, N.A. from the date such distribution should have been made to and including the date it is made.
8.3 Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any
amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with
respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.
ARTICLE IX
Amendment and Termination
9.1 Amendment. The Committee (and its delegate) may amend or alter this Plan at any time without the prior approval of the Board (and in
the case of its delegate, the Committee); provided, however, that the Committee (and its delegate) may not, without approval by the
Board increase the number of securities that may be issued under the Plan (except as provided in Section 7.2(b)). No amendment or
modification may impair the rights of a Participant to receive amounts accrued in the Participant’s Compensation Account at the time of
the effectiveness of the amendment or modification.
Notwithstanding the foregoing, (1) the Board or the Committee (or any other Committee or subcommittee of the Board composed of two
or more members, each of whom is a “non-employee director” within the meaning of Exchange Act Rule 16b-3) shall be required to
approve any amendment that, if not approved by the Board or Committee or any such committee or subcommittee, would adversely
affect the qualification of transactions under the Plan for the exemptions available under Rule 16b-3 promulgated under the Exchange
Act with respect to persons subject to Section 16 of the Exchange Act, and (2) the Committee (or any other committee or subcommittee
of the Board composed of two or more members, each of whom is an “outside director” within the meaning of Code Section 162(m),
shall be required to approve any amendment that, if not approved by such committee or subcommittee, would adversely affect the
deductibility under Section 162(m) of the Code with respect to compensation payable under the Plan.
Page 20
9.2 Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries
their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a
Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in
Article VI.
9.3 Section 16b Compliance. It is the intention of the Company that all transactions under the Plan be exempt from liability imposed by
Section 16(b) of the Exchange Act. Therefore, if any transaction under the Plan is found not to be in compliance with an exemption from
such Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that the transaction does so
comply and is so exempt, to the extent permitted by law and deemed advisable by the Committee, and in all events the Plan shall be
construed in favor of its meeting the requirements of an exemption.
9.4 Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the
requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan,
may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a
violation of Code Section 409A.
ARTICLE X
Informal Funding
10.1 General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating
Employers, or a trust described in this Article X. No Participant, spouse or Beneficiary shall have any right, title or interest whatsoever
in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse,
or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of
an unsecured general creditor of the Participating Employer.
10.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a
vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the
Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the
Participant or Beneficiary under the Plan.
Page 21
ARTICLE XI
Claims
11.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Administrator which shall
make all determinations concerning such claim. Any claim filed with the Administrator and any decision by the Administrator denying
such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).
(a) In General. Notice of a denial of benefits will be provided within ninety (90) days of the Administrator’s receipt of the Claimant’s
claim for benefits. If the Administrator determines that it needs additional time to review the claim, the Administrator will provide
the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more
than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special
circumstances that require the extension and the date by which the Administrator expects to make a decision.
(b) Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set
forth the reasons for denial in plain language. The notice shall (i) cite the pertinent provisions of the Plan document, and
(ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or
information necessary to complete the claim and why such material or information is necessary. The claim denial also shall
include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement
of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.
11.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by
filing a written appeal with the Committee (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or
his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other
information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to
the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the
information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a
benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative
processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems
appropriate or necessary, decide to hold a hearing with respect to the claim appeal.
Page 22
(a) In General. Appeal of a denied benefits claim must be filed in writing with the Appeals Committee no later than sixty (60) days
after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits
of the denied claim within sixty (60) days following receipt of the appeal (or within one hundred and twenty (120) days after such
receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an
extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be
furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances
requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The
review will take into account comments, documents, records and other information submitted by the Claimant relating to the
claim without regard to whether such information was submitted or considered in the initial benefit determination.
(b) Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and
shall set forth the reasons for denial in plain language.
The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent
Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the Plan and a statement of the
Claimant’s right to bring an action under Section 502(a) of ERISA.
11.3 Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim
shall be made in its sole discretion, and shall be final and conclusive.
11.4 Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits
under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative
remedies under such claims procedures.
ARTICLE XII
General Provisions
12.1 Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be
assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or
any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer,
Page 23
assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein,
however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations
order (as defined in Code Section 414(p)(1)(B)).
12.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan
that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of
the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved.
The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s
beneficiaries resulting from a deferral of income pursuant to the Plan.
12.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee
and a Participating Employer.
12.4 Notice. Any notice or filing required or permitted to be delivered to the Administrator or the Committee under this Plan shall be
delivered in writing, in person, or through such electronic means as is established by the Administrator. Notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or
certification. Written transmission shall be sent by certified mail to:
Vice President, Human Resources

501 Merritt 7
Norwalk, Connecticut 06856
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered
or sent by mail to the last known address of the Participant.
12.5 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
12.6 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid
or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable,
had not been included.
12.7 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the
Administrator advised of his or her current mailing address. If benefit payments are returned to the Plan or are not
Page 24
presented for payment after a reasonable amount of time, the Administrator shall presume that the payee is missing. The Administrator,
after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any
uncashed checks and may discontinue making future payments until contact with the payee is restored.
12.8 Governing Law. To the extent not preempted by federal law, the laws of the State of Connecticut shall govern the construction and
administration of the Plan.
IN WITNESS WHEREOF, the undersigned executed this Plan as of the 30th day of December, 2008, to be effective as of the Effective Date.

Print Name: Hayes Anderson
Its: Vice President, Human Resources
Page 25
Exhibit 21
SUBSIDIARIES OF ARCH CHEMICALS, INC.1
(as of December 31, 2008)
Pe rce n tage of Dire ct/

Indire ct O wn e rship
Ju risdiction by Arch of Votin g
S u bsidiary W h e re O rgan iz e d S e cu ritie s
Arch Acquisition, LLC Delaware 100%

Arch Asia Holdings, Ltd. Republic of Mauritius 100%
Arch Chemicals B.V. The Netherlands 100%
Arch Chemicals California Holdings, Inc. Delaware 100%
Arch Chemicals Canada, Inc. Canada 100%
Arch Chemicals (China) Co., Ltd. People’s Republic of China 100%
Arch Chemicals Far East, Limited Delaware 100%
Arch Chemicals GmbH Germany 100%
Arch Chemicals Holdings, Inc. Virginia 100%
Arch Chemicals (Hong Kong) Limited Hong Kong 100%
Arch Chemicals Japan, Inc. Japan 100%
Arch Chemicals Limited England and Wales 100%
Arch Chemicals (M) Sdn. Bhd Malaysia 100%
Arch Chemicals Receivables Corp. Delaware 100%
Arch Chemicals S.A. France 100%
Arch Chemicals Singapore Pte Ltd Singapore 100%
Arch Chemicals Specialty Products, Inc. Delaware 100%
Arch Chemicals S.R.L. Italy 100%
Arch Chemicals UK Holdings Limited England and Wales 100%
Arch Coatings España, S.L. Spain 100%
Arch Coatings France SA France 100%
Arch Color S.r.l. Italy 100%
Arch Export Trading Corporation Barbados 100%
Arch International Pty Limited Australia (NSW) 100%
Arch International Trading (Shanghai) Co., Ltd. People’s Republic of China 100%
Arch Investments Australia Pty Ltd Australia (VIC) 100%
Arch Investments France S.A.S. France 100%
Arch Investments Holdings Pty Limited Australia (NSW) 100%
Arch Personal Care Products, L.P. New Jersey 100%
Arch Products Holdings, Inc. Virginia 100%
Arch Quimica Argentina S.R.L. Argentina 100%
Arch Quimica Brasil Ltda. Brazil 100%
Arch Quimica Colombia S.A. Colombia 100%
Arch Quimica Uruguay S.A. Uruguay 100%
Arch Sayerlack Coatings Singapore Pte., Ltd. Singapore 100%
1
There are omitted from the list the names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.
Pe rce n tage of Dire ct/

Indire ct O wn e rship
Ju risdiction by Arch of Votin g
S u bsidiary W h e re O rgan iz e d S e cu ritie s
Arch Sayerlack Coatings S.r.l. Italy 100%

Arch Timber Protection AB Sweden 100%
Arch Timber Protection B.V. The Netherlands 100%
Arch Timber Protection NV/SA Belgium 100%
Arch Treatment Technologies, Inc. Virginia 100%
Arch UK Biocides Limited England and Wales 100%
Arch Water Products France S.A.S. France 100%
Arch Water Products South Africa (Proprietary) Limited South Africa 100%
Arch Wood Protection (Aust) Pty Limited Australia (NSW) 100%
Arch Wood Protection Canada Corp. Canada 100%
Arch Wood Protection (Fiji) Limited Fiji 100%
Arch Wood Protection, Inc. Delaware 100%
Arch Wood Protection (M) Sdn. Bhd. Malaysia 100%
Arch Wood Protection (NZ) Limited New Zealand 100%
Arch Wood Protection (SA) (Proprietary) Limited South Africa 100%
Doe Run Gas Marketing Company Kentucky 100%
Doe Run Gas Transmission Company Kentucky 100%
Hickson Insurance Limited England and Wales 100%
Hickson International Limited England and Wales 100%
Hickson Investments Limited England and Wales 100%
Hickson Limited England and Wales 100%
Hickson Nederland BV The Netherlands 100%
Hickson (USA) Corp. Delaware 100%
Hydromen España, S.L. Spain 100%
Inversiones Hickson Chile SA Chile 100%
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors

Arch Chemicals, Inc.:
We consent to the incorporation by reference in the registration statement (Nos. 333-71721, 333-54098, 333-133815 and 333-133816) on
Form S-8 of Arch Chemicals, Inc. of our report dated February 20, 2009, with respect to the consolidated balance sheets of Arch Chemicals,
Inc. and its subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity and
comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008 and the effectiveness of internal
control over financial reporting as of December 31, 2008, which report appears in the December 31, 2008 annual report on Form 10-K of Arch
Chemicals, Inc.
Our report on the consolidated financial statement refers to the adoption of Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes in 2007, and the adoption of Statement of Financial Accounting Standards No. 158, Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans in 2006.
/s/ KPMG LLP
Stamford, Connecticut
February 20, 2009
Exhibit 31.1
CERTIFICATIONS
I, Michael E. Campbell, certify that:

1. I have reviewed this annual report on Form 10-K of Arch Chemicals, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
/s/ MICHAEL E. CAMPBELL

C h ie f Exe cu tive O ffice r

Exhibit 31.2
CERTIFICATIONS
I, Steven C. Giuliano, certify that:

1. I have reviewed this annual report on Form 10-K of Arch Chemicals, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
/s/ STEVEN C. GIULIANO

C h ie f Fin an cial O ffice r

Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Arch Chemicals, Inc., a Virginia corporation (the “Company”), for the period
ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned
officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to
such officer’s best knowledge and belief, that:
1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of
2002.
Dated: February 20, 2009
/s/ MICHAEL E. CAMPBELL

C h ie f Exe cu tive O ffice r
Dated: February 20, 2009
/s/ STEVEN C. GIULIANO

C h ie f Fin an cial O ffice r
A signed original of this written statement required by Section 906 has been provided to Arch Chemicals, Inc. and will be retained by
Arch Chemicals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

ARCH CHEMICALS INC 10-K (Annual Reports) 2009-02-20

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ARCH CHEMICALS INC 10-K (Annual Reports) 2009-02-20

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Arch Chemicals, Inc.

Registrant’s telephone number, including area code:

Products and Services

Raw Materials and Energy

Research and Development and Patents

U.S. Government Contracts and Other Regulatory Matters

Responsible Care® Commitment

Item 1A. Risk Factors

We are subject to environmental and regulatory risks.

We are subject to liquidity risks.

Item 1B. Unresolved Staff Comments

Location Prim ary Activitie s

Location Prim ary Activitie s

Principal Manufacturing Facilities

Item 3. Legal Proceedings

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

Executive Officers of the Registrant

Nam e an d Age O ffice

See Item 12 of this Report for Equity Compensation Plan information.

Item 6. Selected Financial Data

As of an d For th e Ye ars En de d De ce m be r 31,

Notes to Selected Financial Data appear on the next page.

As of an d For th e Ye ars En de d De ce m be r 31,

Year Ended December 31, 2008 Compared to 2007

Year Ended December 31, 2007 Compared to 2006

Segment Operating Results

Year Ended December 31, 2008 Compared to 2007

HTH Water Products

Personal Care and Industrial Biocides

Wood Protection and Industrial Coatings

Year Ended December 31, 2007 Compared to 2006

HTH Water Products

Personal Care and Industrial Biocides

Wood Protection and Industrial Coatings

Year Ended December 31, 2008 Compared to 2007

Year Ended December 31, 2007 Compared to 2006

Corporate Expenses (Unallocated)

Year Ended December 31, 2008 Compared to 2007

Year Ended December 31, 2007 Compared to 2006

Business and Credit Concentrations

Liquidity, Investment Activity and Other Financial Data

Businesses Acquired in Purchase Transactions, net of cash:

Proceeds from Sale of a Business, net:

Proceeds from Sale of Land and Property:

Other Net Investing Activities:

Paym e n ts Due by Pe riod

Other Financial Data

Critical Accounting Policies

Goodwill and Other Intangible Assets

Pension and Postretirement Benefits

Valuation of Long-Lived Assets

New Accounting Pronouncements

Derivative Financial Instruments

Cautionary Statement under Federal Securities Laws

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Commodity Price Risk

Stock Price Risk

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

/s/ KPMG LLP

ARCH CHEMICALS, INC. and SUBSIDIARIES