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                                                                    Exhibit 10.4


                           PRIMEX TECHNOLOGIES, INC.
                     STOCK PLAN FOR NONEMPLOYEE DIRECTORS
                            (AMENDED AND RESTATED)

     1.   Purpose.  The purpose of the Primex Technologies, Inc. Stock Plan for
Nonemployee Directors is to promote the long-term growth and financial success
of Primex Technologies, Inc. by attracting and retaining Nonemployee Directors
of outstanding ability and by promoting a greater identity of interest between
its Nonemployee Directors and its shareholders.

     2.   Definitions.  The following capitalized terms utilized herein have the
following meanings:

               "Annual Retainer" means the annual retainer as determined by the
     Board from time to time to be paid to Nonemployee Directors for services as
     a member thereof.

               "Board" means the Board of Directors of the Company.

               "Cash Account" means an account established under the Plan for a
     Nonemployee Director to which cash meeting fees and retainers have been or
     are to be credited in the form of cash.

               "Change in Control" means the occurrence of any one of the
     following events:

               (i)    the Corporation ceases to be owned by at least 300
     shareholders after December 31, 1996, or ceases, by action of the
     Corporation's Board of Directors, to be either listed on a national
     securities exchange or authorized for quotation on The Nasdaq Stock Market;

               (ii)   a person, partnership, joint venture, corporation or other
     entity, or two or more of any of the foregoing acting as a "person" within
     the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
     amended (the "Act"), other than the Corporation, a majority-owned
     subsidiary of the Corporation, or an employee benefit plan (or related
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     trust) of the Corporation, or such subsidiary, become(s) the "beneficial
     owner" (as defined in Rule 13(d)(3) under the Act) of 15% or more of the
     then outstanding voting stock of the Corporation;

               (iii)  during any period of two consecutive years after 1996,
     individuals who at the beginning of such period constitute the
     Corporation's Board of Directors (together with any new Director whose
     election by the Corporation's Board of Directors or whose nomination for
     election by the Corporation's shareholders, was approved by a vote of at
     least two-thirds of the Directors then still in office who either were
     Directors at the beginning of such period or whose election or nomination
     for election was previously so approved) cease for any reason to constitute
     a majority of the Directors then in office.

               (iv)   all or substantially all of the business or assets of the
     Corporation is disposed of pursuant to a merger, consolidation or other
     transaction, whether or not the Corporation is the surviving corporation,
     (unless in either case the shareholders of the Corporation immediately
     prior to such merger, consolidation, combination or other transaction
     beneficially own, directly or indirectly, more than 50% of the aggregate
     voting stock or other ownership interests of (x) the entity or entities, if
     any, that succeed to the business of the Corporation or (y) the combined
     company);

               (v)    the Corporation's Board of Directors determines that a
     tender offer for the Corporation's shares indicates a serious intention by
     the offeror to acquire control of the Corporation; or

               (vi)   shareholder approval of a liquidation or dissolution of
     the Corporation.

               "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

               "Committee" means Compensation and Nominating Committee (or its
     successor) of the Board.

               "Common Stock" means the Company's Common Stock, $1.00 par value
     per share.
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               "Company" or "Corporation" means Primex Technologies, Inc., a
     Virginia corporation, and any successor.

               "Credit Date" means the first day of each calendar quarter,
     beginning with January 1, 1997.

               "Excess Retainer" means fifty percent (50%) of the Annual
     Retainer; provided that in the event the Annual Retainer is prorated to
     reflect that such Nonemployee Director did not serve as such for the full
     calendar year, the Excess Retainer shall be similarly prorated.

               "Fair Market Value" means, with respect to a date, on a per share
     basis, the average of the high and low prices of a share of Common Stock
     reported on the NASDAQ National Market System on such date or if the NASDAQ
     National Market System is closed on such date, the next date on which it is
     open.

               "l934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

               "Nonemployee Director" means a member of the Board who is not an
     employee of the Company or any subsidiary thereof.

               "Plan" means the Primex Technologies, Inc. Stock Plan for
     Nonemployee Directors.

               "Retirement Date" means the date the Nonemployee Director ceases
     to be a member of the Board.

               "Stock Account" means an account established under the Plan for a
     Nonemployee Director to which shares of Common Stock have been or are to be
     credited in the form of stock.

     3.   Term.  The Plan became effective January 1, 1997. The Plan was amended
by action of the Board on November 5, 1997, May 5, 1998, February 2,1999 and
November 3, 1999. Once
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effective, the Plan shall operate and shall remain in effect until terminated by
action of the Board 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.  The Board
has all the power and authority of the Committee and may act in lieu of the
Committee at any time.

     5.   Participation.  All Nonemployee Directors shall participate in the
Plan.

     6.   Grants and Deferrals.

          (a)  Annual Stock Grant.  Subject to the terms and conditions of the
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Plan, on each January 1 of each year beginning with 2000, each Nonemployee
Director who is such on such date shall receive that number of shares (rounded
up to the next whole share in the event of a fractional share) of Common Stock
having an aggregate Fair Market Value of the sum of (1) $20,000 and (2) 50% of
the Annual Retainer.  (Such $20,000 plus 50% of the Annual Retainer being the
"Annual Stock Amount".)  In the event a person becomes a Nonemployee Director
subsequent to January 1 of a calendar year and has not received the Annual Stock
Amount for such calendar year, such Nonemployee Director, 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 having an aggregate Fair Market Value on such first day
of an amount equal to one-twelfth of the Annual Stock Amount for such year times
the number of whole calendar months remaining in such calendar year following
the date he or she becomes a Nonemployee Director.  The portion of the Annual
Stock Amount that represents one-half of the Annual Retainer shall be in lieu of
the cash payment of one-half of the Annual Retainer and not in addition to the
Annual Retainer (or in the case of a Nonemployee Director who become such during
a calendar year such similar proportion).  A Nonemployee Director may elect to
defer receipt of all or any portion of such shares in accordance with Section
6(d).  Except with respect to any shares the director has so elected to defer,
certificates representing such shares shall be delivered to such Nonemployee
Director as soon as practicable.
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          (b)  Election to Receive Meeting Fees and Excess Retainer in Stock in
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Lieu of Cash.  Subject to the terms and conditions of the Plan, a Nonemployee
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Director may elect to receive all or a portion of the director meeting fees
established by the Board and the Excess Retainer his or her service 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(d).  The number of shares
(rounded up to the next whole share in the event of a fractional share) payable
to a Nonemployee Director who so elects to receive all or a portion of the
Excess Retainer in the form of shares for such year shall be based upon the
aggregate Fair Market Value of the Common Stock on January 1 of such calendar
year (or in the case of a Nonemployee Director who becomes such after January 1,
on the first day of the calendar month following the day such new Nonemployee
Director became such) of the amount of Excess Retainer which has been elected to
be paid in shares.  The number of shares (rounded up to the next whole share in
the event of a fractional share) payable to a Nonemployee Director who so elects
to receive meeting fees for a calendar quarter in the form of shares shall be
based upon the aggregate Fair Market Value of the Common Stock on the Credit
Date following such quarter of the director meeting fees which have been earned
in such quarter and which are elected to be paid in shares.  Except with respect
to any shares the director has elected to defer, certificates representing such
shares shall be delivered to the Nonemployee Director as soon as practicable.

          (c)  Deferrals of Meeting Fees and Cash Retainer.  Subject to the
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terms and conditions of the Plan, a Nonemployee Director may elect to defer all
or a portion of the shares payable under Section 6(b) and all or a portion of
the director meeting fees and Excess Retainer payable in cash by the Company for
his or her service as a director for the calendar year.  Such election shall be
made in accordance with Section 6(d).  A Nonemployee Director who elects to so
defer shall have any deferred shares deferred in the form of shares of Common
Stock and any deferred cash fees and retainer deferred in the form of cash.

          (d)  Elections.
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                    (1)  Deferrals.  All elections under Sections 6(a), 6(b) and
     6(c) shall (A) be made in writing and delivered to the Secretary of the
     Company and (B) be irrevocable.
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     All elections for payments or deferrals shall be made on or before December
     31 of the year prior to the year in which the director's fees or Annual
     Retainer, as the case may be, are to be earned (or, in the case of an
     individual who becomes a Nonemployee Director during a calendar year, no
     later than 30 days after the individual becomes a Nonemployee Director).
     Deferral elections shall also (A) specify the portions (in 25% increments)
     to be deferred and (B) 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 method of payment (lump
     sum or annual installments of approximately equal amounts (up to 10)). In
     the event of an election under Section 6(b) for director meeting 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. Any change with
     respect to the terms of his or her election for (A) the payment or
     investment of director meeting fees or Excess Retainer under Section 6(b)
     from shares to cash or vice versa and (B) the amount of any deferral in the
     form of Common Stock shall be effective upon receipt by the Secretary of
     the Company. Any such change shall be effective only with respect to future
     earnings.

               (2)  Stock Account.  On the Credit Date, a Nonemployee Director
     who has elected to defer shares under Sections 6(a) or 6(c) 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).

               (3)  Cash Account.  On the Credit Date or in the case of the
     Excess Retainer, on the day on which the Nonemployee Director is entitled
     to receive such Excess Retainer, a Nonemployee Director who has elected to
     defer cash fees and/or the Excess Retainer under Section 6(c) in the form
     of cash shall receive a credit to his or her Cash 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 in cash.
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               (4)  Dividends and Interest.  Each time a cash dividend is paid
     on the Common Stock, a Nonemployee Director who has shares credited to his
     or her Stock Account shall receive a credit for such dividends on the
     dividend payment date to his or her Stock Account.  The amount of the
     dividend credit shall be the number of shares (rounded to the nearest one-
     hundredth of a share) determined by multiplying the dividend amount per
     share by the number of shares credited to such director's 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.  The Cash Account of a
     Nonemployee Director shall be credited on each Credit Date with interest on
     such account's balance at the end of the preceding quarter, payable at a
     rate equal to the pre-tax cost of borrowing of the Company on such date as
     determined from time to time by the Chief Financial Officer, Controller or
     Treasurer of the Company.

               (5)  Payouts.  Cash Accounts will be paid out in cash and Stock
     Accounts shall be paid out in shares of Common Stock.  Cash amounts
     credited to a Cash Account and certificates representing shares credited to
     a Stock Account shall be delivered to the Nonemployee Director as soon as
     practicable following the termination of the deferral and consistent
     therewith.

          (e)  No Stock Rights.  The deferral of shares of Common Stock into a
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Stock Account shall confer no rights upon such Nonemployee 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.

          (f)  Change in Control.  Notwithstanding anything to the contrary in
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this Plan or any election, in the event a Change in Control occurs, amounts and
shares credited to Cash Accounts and Stock Accounts shall be immediately (or in
any event as soon as administratively practicable) distributed to Nonemployee
Directors following the Change in Control.

          (g)  Beneficiaries.  A Nonemployee Director may designate at any time
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and from time to time a beneficiary for his or her Stock and Cash Accounts in
the event his or her Stock or
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Cash Account may be paid out following his or her death. Such designation shall
be in writing and received by the Company prior to the death to be effective.

     7.   Limitations and Conditions.

               (a)  Total Number of Shares.  The total number of shares of
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Common Stock that may be issued to Nonemployee Directors under the Plan is
100,000 . Such total number of shares may consist, in whole or in part, of
authorized but unissued shares. The 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 Nonemployee 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
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deemed to create a right in any Nonemployee 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, the Committee may 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
that may be issued to a Nonemployee Director with respect to any year as set
forth in Section 6(a), (ii) the class of shares that may be issued under the
Plan, (iii) the number of shares credited to a Stock Account and (iv) the amount
and type of payment that may be made in respect of unpaid dividends on shares of
Common Stock whose receipt has been deferred pursuant to Section 6(d), 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; provided, however, no termination or
modification of the Plan shall
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adversely affect the rights of any Nonemployee Director with respect to any
amounts otherwise payable or credited to his or her Cash Account or Stock
Account.

     10.  Nonassignability.  No right to receive any payments under the Plan or
any amounts credited to a Nonemployee Director's Cash or Stock Account shall be
assignable or transferable by such Nonemployee 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(g) by a Nonemployee Director
does not constitute a transfer.

     11.  Unsecured Obligation.  Benefits payable under this Plan shall be an
unsecured obligation of the Company.

     12.  Pooling.  With respect to the provisions that were amended on November
3, 1999, if (i) the Board approves a merger or consolidation of the Company
which is intended by the Board to satisfy the accounting rules related to the
pooling of interest method of accounting (the "Pooling Rules") and (ii) any such
provision of this Plan would violate the Pooling Rules, then such provisions
shall be null and void ab initio.  In such event, Primex shall offer, in good
faith, to the affected Nonemployee Directors, a replacement provision of
equivalent value which does not cause such a violation, provided, and to the
extent, that Primex's outside auditors determine that any such replacement
provision is permissible without violating the Pooling Rules.