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Exhibit 10.9.2    
    


 
 

TRUST AGREEMENT
  FOR
  ALLIANT TECHSYSTEMS INC.
  NONQUALIFIED DEFERRED COMPENSATION PLAN    
    





 
TRUST AGREEMENT

FOR

ALLIANT TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN  



	 
	 	 
	 	 
	 	Page

	SECTION 1.	 	DEFINITIONS	 	2
	

 	
 	

1.1.	
 	

Beneficiary	
 	

 
	 	 	1.2.	 	Board of Directors	 	 
	 	 	1.3.	 	Change of Control	 	 
	 	 	1.4.	 	Code	 	 
	 	 	1.5.	 	Committee	 	 
	 	 	1.6.	 	Effective Date	 	 
	 	 	1.7.	 	ERISA	 	 
	 	 	1.8.	 	Funding Amount	 	 
	 	 	1.9.	 	General Creditors	 	 
	 	 	1.10.	 	Insolvent	 	 
	 	 	1.11.	 	Investment Manager	 	 
	 	 	1.12.	 	Participant	 	 
	 	 	1.13.	 	Plan Administrator	 	 
	 	 	1.14.	 	Trust Agreement	 	 
	 	 	1.15.	 	Trust Fund	 	 
	 	 	1.16.	 	Trustee	 	 
	 	 	1.17.	 	Valuation Date	 	 
	

SECTION 2.	
 	

ESTABLISHMENT OF THE TRUST	
 	

3
	

 	
 	

2.1.	
 	

Trust	
 	

 
	 	 	2.2.	 	Description of Trust	 	 
	 	 	2.3.	 	Irrevocability	 	 
	 	 	2.4.	 	Acceptance by the Trustee	 	 
	

SECTION 3.	
 	

CONTRIBUTIONS	
 	

4
	 	 	3.1.	 	Trust Requirements	 	 
	 	 	3.2.	 	Amounts Contributed to the Trust	 	 
	 	 	3.3.	 	Obligations of Trust	 	 
	 	 	3.4.	 	Contributions	 	 
	 	 	3.5.	 	No Dilution of Trust	 	 
	

SECTION 4.	
 	

ACCOUNTING AND ADMINISTRATION	
 	

6
	 	 	4.1.	 	Trustee Record Keeping	 	 
	 	 	4.2.	 	Alliant Record Keeping	 	 
	 	 	4.3.	 	Periodic Accounting	 	 
	 	 	4.4.	 	Administrative Powers of Trustee	 	 
	

SECTION 5.	
 	

INVESTMENTS	
 	

8
	

 	
 	

5.1.	
 	

Generally	
 	

 
	 	 	5.2.	 	Investment Powers of Trustee	 	 
	 	 	5.3.	 	Investment Managers	 	 
	 	 	5.4.	 	Single Fund	 	 
	 	 	 	 	 	 	 





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SECTION 6.	
 	

PAYMENTS FROM THE TRUST	
 	

12
	

 	
 	

6.1.	
 	

Obligation of Trustee to Make Payments to Participants	
 	

 
	 	 	6.2.	 	Obligation of Alliant to Make Payments to Participants	 	 
	 	 	6.3.	 	Authorization for Distributions	 	 
	 	 	6.4.	 	Insufficient Trust Fund Assets	 	 
	 	 	6.5.	 	Payment to Alliant	 	 
	 	 	6.6.	 	Withholding of Taxes	 	 
	

SECTION 7.	
 	

PAYMENTS ON INSOLVENCY OF THE EMPLOYERS	
 	

14
	

 	
 	

7.1.	
 	

No Security Interest	
 	

 
	 	 	7.2.	 	Determination of Insolvency	 	 
	 	 	7.3.	 	Payments When the Employers are Insolvent	 	 
	 	 	7.4.	 	Resumption of Duties after Insolvency	 	 
	

SECTION 8.	
 	

RESIGNATION OR REMOVAL OF TRUSTEE	
 	

15
	

 	
 	

8.1.	
 	

Resignation or Removal of Trustee	
 	

 
	 	 	8.2.	 	Successor Trustee of Taxes	 	 
	 	 	8.3.	 	Duties of Retiring and Successor Trustees	 	 
	

SECTION 9.	
 	

AMENDMENT AND TERMINATION OF TRUST	
 	

16
	

 	
 	

9.1.	
 	

Amendment	
 	

 
	 	 	9.2.	 	Termination	 	 
	

SECTION 10	
 	

GENERAL PROVISIONS	
 	

17
	

 	
 	

10.1.	
 	

Coordination with Plan	
 	

 
	 	 	10.2.	 	Litigation	 	 
	 	 	10.3.	 	Trustees Action Conclusive	 	 
	 	 	10.4.	 	No Guarantee or Responsibility	 	 
	 	 	10.5.	 	Liabilities Mutually Exclusive	 	 
	 	 	10.6.	 	Indemnification	 	 
	 	 	10.7.	 	Expenses and Compensation	 	 
	 	 	10.8.	 	Notice	 	 
	 	 	10.9.	 	Anti-Assignment Clause	 	 
	 	 	10.10.	 	True and Correct Document	 	 
	 	 	10.11.	 	Waiver of Notice	 	 
	 	 	10.12.	 	Counterparts	 	 
	 	 	10.13.	 	Gender and Number	 	 
	 	 	10.14.	 	Successors	 	 
	 	 	10.15.	 	Severability	 	 
	 	 	10.16.	 	Applicable Law	 	 
	

EXHIBIT A—	
 	

ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN	
 	

 
	

EXHIBIT B—	
 	

INVESTMENT GUIDELINES	
 	

 




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TRUST AGREEMENT
  FOR
  ALLIANT TECHSYSTEMS INC.
  NONQUALIFIED DEFERRED COMPENSATION PLAN    
    


        THIS TRUST AGREEMENT is made this 1st day of January, 2003, by and between Alliant Techsystems Inc., a Delaware corporation ("ATK"), and U.S. Bank National
Association, a national banking association organized under the laws of the United States ("Trustee"), and any successor provided for in the Trust hereby evidenced, as Trustee. 


        WITNESSETH
THAT: 


        WHEREAS,
ATK and certain affiliated business organizations (together, the "Employers") have established and maintain the Alliant Techsystems Inc. Nonqualified Deferred
Compensation Plan (hereinafter referred to as the "Plan"), an unfunded deferred compensation plan, a copy of which is attached hereto as Exhibit A, for the benefit of certain highly paid or
management level employees; and 


        WHEREAS,
The Employers have incurred and expect to incur liabilities pursuant to the terms of the Plan and wish to establish an irrevocable trust (hereinafter referred to as the "Trust")
and to contribute to such Trust assets that shall be held therein subject to the claims of the creditors of the Employers in the event the Employers become Insolvent, until paid to Plan Participants
and their Beneficiaries in such manner and at such times as specified in the Plan or to be applied as otherwise provided for herein; and 


        WHEREAS,
It is the intention of the Employers that amounts contributed to the Trust and the earnings thereon shall be used, subject to the claims of the creditors of the Employers in the
event the Employers become Insolvent, to provide the Employers with a source of funds to assist in satisfying the liabilities under the Plan, and, upon satisfaction of all liabilities of the Employers
with respect to all Plan Participants (and their Beneficiaries, if applicable), or, if excess assets are held in the Trust as herein defined, the assets, if any, remaining in the Trust shall revert to
ATK; and 


        WHEREAS,
The Employers and the Trustee intend that the existence of the Trust shall not alter the characteristics of the Plan as an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, and shall not be
construed to provide income for federal income tax purposes to a Plan Participant (or his or her Beneficiary) prior to the actual payment of benefits under the Plan; and 


        WHEREAS,
The Trustee has agreed to serve as trustee of such Trust. 


        NOW,
THEREFORE, In consideration of the mutual undertakings of ATK and the Trustee, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held, and
disposed of as follows: 





 
 
 

SECTION 1
  
    DEFINITIONS    
    


        Unless the context requires otherwise, definitions as used herein shall have the same meaning as in the Plan when applied to said Plan. 


        1.1.    Beneficiary—shall mean the person or persons designated by a Participant or otherwise determined pursuant to
the terms of the Plan. 


        1.2.    Board of Directors—the Board of Directors of ATK or its successor. "Board of Directors" shall also mean and
refer to any properly authorized committee of the Board of Directors. 


        1.3.    Change of Control—shall mean the occurrence of any of the following: 



        (a)   The
acquisition by any person, entity or "group," within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934
(excluding for this purpose, any employee
benefit plan of ATK or any of its "subsidiaries" which acquires beneficial ownership of voting securities of ATK) of beneficial ownership (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of fifty percent (50%) or more of either the then outstanding shares of stock or the combined voting power of then outstanding voting securities of ATK, in one
transaction or a series of transactions; or 


        (b)   Individuals
who, as of January 1, 2003, constituted the Board of Directors (the "Continuing Directors") cease for any reason to constitute at least a majority of
the Board of Directors without the affirmative consent and approval of the Continuing Directors, provided that any person becoming a director of ATK subsequent to January 1, 2003, whose
election, or nomination for election by the stockholders of ATK, was approved by a vote of at least a majority of the Continuing Directors (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened solicitation with respect to the election or removal of directors of ATK, as such terms are used in
Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934) shall be, for purposes of the Plan, considered as though such person were a Continuing Director; or 


        (c)   (i) the
occurrence of a merger, consolidation or reorganization of ATK in which, as a consequence of the transaction, no affirmative consent and approval of the
Continuing Directors is obtained, and either the Continuing Directors do not constitute a majority of the directors of the continuing or surviving corporation or any person, entity or "group," within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, controls fifty percent (50%) or more of the combined voting power of the continuing or
surviving corporation; (ii) the occurrence of any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of ATK (at least 80%);
or (iii) the adoption by ATK of a plan for its liquidation or dissolution. 


        (d)   For
purposes of this definition of "Change of Control," the term "subsidiary" shall mean any corporation, the majority of the outstanding voting stock of which is owned,
directly or indirectly, by ATK. 




        1.4.    Code—shall mean the Internal Revenue Code of 1986, as amended. 


        1.5.    Committee—the Alliant Pension and Retirement Committee ("PRC") consisting of not less than three members who
are officers of ATK appointed by and serving at the pleasure of the Board of Directors. 


        1.6.    Effective Date—shall mean January 1, 2003. 


        1.7.    ERISA—shall mean the Employee Retirement Income Security Act of 1974, as amended. 


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        1.8.    Funding Amount—shall mean the amount that is sufficient to pay each Plan Participant or his or her
Beneficiary the benefits to which such Plan Participants or their Beneficiaries (excluding any supplemental death benefit under the second sentence of Section 7.4.2 of the Plan document) would
be entitled pursuant to the terms of the Plan as of the date on which such amount is determined. 


        1.9.    General Creditors—shall mean the general unsecured creditors of the Employers. 


        1.10.    Insolvent and Insolvency—shall mean that ATK or any
participating Employer 



        (a)   is
generally not paying its debts as such debts become due (taking into account any period of time during which such Employer is permitted to cure any past due payment
of such debts) unless such debts are the subject of a bona fide dispute, as interpreted and applied by United States Bankruptcy Courts; or 


        (b)   is
subject to a pending proceeding voluntary or otherwise (including an involuntary petition), as a debtor under the United States Bankruptcy Code. 




        1.11.    Investment Manager—shall mean the investment manager or investment managers, as that term is defined under
Section 3(38) of ERISA, appointed by the Committee to direct the investment of any part or all of the assets of the Trust Fund in accordance with Section 5. 


        1.12.    Participant—shall mean an individual who participates in the Plan pursuant to the terms of the Plan. Except
after a Change of Control as provided in Section 3, the Board of Directors or the Chief Executive Officer of ATK may (subject to the terms of the Plan) add or delete Participants. 



        1.13.    Plan Administrator—shall mean ATK. 


        1.14.    Trust Agreement—shall mean this written instrument, which is intended to constitute an irrevocable, grantor
trust, of which ATK is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly, as the same may be amended from
time to time. 


        1.15.    Trust Fund—shall mean all sums of money and other property, all investments and reinvestments made
therewith, or the proceeds thereof, and all investment earnings and profits thereon held by the Trustee under this Trust Agreement. 


        1.16.    Trustee—shall mean U.S. Bank National Association, and any successor trustee appointed pursuant to
Section 8. 


        1.17.    Valuation Date—shall mean (a) each Valuation Date under the Plan, (b) the date on which a
Change of Control occurs, (c) the effective date of a Trustee's resignation or removal, (d) the date of termination of the Trust, and (e) such other dates as ATK and the Trustee
may mutually determine. 


 
 

SECTION 2
  
    ESTABLISHMENT OF THE TRUST    
    


        2.1.    Trust.    ATK hereby establishes the Trust with the Trustee, which Trust shall consist of such sums of money
and other property acceptable to the Trustee as from time to time have been and shall be paid or delivered by ATK to the Trustee as provided herein. The Trust Fund shall be held in trust by the
Trustee, and shall be dealt with in accordance with the provisions of this Trust Agreement. 


        2.2.    Description of Trust.    ATK represents and agrees that: 



        (a)   the
Trust is intended to be a grantor trust, of which ATK is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code
and shall be construed accordingly; 



3





 

        (b)   a
true and correct copy of the Plan, as in effect on the Effective Date hereof, is attached hereto as Exhibit A, and ATK shall file with the Trustee, promptly
upon its adoption, a true and correct copy of each amendment to the Plan; 


        (c)   the
Trust is intended to provide a source of funds to assist the Employers in meeting liabilities under the Plan as provided herein subject to the claims of General
Creditors in the event of Insolvency, and subject to and in accordance with Section 6.5 hereof, the balance of the Trust Fund, if any, remaining after payment of the obligations of ATK under
the Plan will revert to ATK in accordance with the Trust Agreement; 


        (d)   contributions
by the Employers to the Trust which are made coincident with and subsequent to the Effective Date shall be in amounts determined under Section 3
hereof, and ATK agrees that contributions will be made to the Trust as provided therein; 


        (e)   the
principal of the Trust and any earnings thereon shall be held by the Trustee separate and apart from other funds of the Employers for the benefit of Plan
Participants, their Beneficiaries and the General Creditors as herein set forth; 


        (f)    the
Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan; 


        (g)   Participants
and their Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, assets of the Trust, to the extent that any rights are
created under the Plan and the Trust, any such rights shall be mere unsecured contractual rights of Participants and their Beneficiaries against the Employers under the Plan, and such Participants, or
their Beneficiaries, shall have only the unsecured promise of the Employers that such payments will be made, any assets held by the Trust will be subject to the claims of General Creditors under
federal and state law in the event of Insolvency, as defined herein, with no preference whatsoever given to claims of Participants or their Beneficiaries over claims of other general unsecured
creditors of ATK; and 


        (h)   to
the extent the Plan is covered by ERISA, the Plan is a plan for a select group of management or highly compensated employees, and as such is exempt from the
requirements of Parts 2, 3 and 4 of ERISA, and ATK further represents that the Plan is not a qualified plan subject to the requirements of Section 401(a) of the Code and, therefore, is not
subject to any requirements under the Code that are applicable to tax-qualified plans. 




        2.3.    Irrevocability.    The Trust shall be irrevocable from the Effective Date, and the assets of the Trust Fund
shall be held in accordance with the provisions hereof for the purpose of providing assets to assist the Employers in meeting the obligations to Participants under the Plan and to satisfy the claims
of
General Creditors in the event of Insolvency, and defraying the expenses of the Trust. Except as otherwise provided herein and in the event of Insolvency, no part of the income or corpus of the Trust
Fund shall be recoverable by or for the benefit of ATK. 



        2.4.    Acceptance by the Trustee.    By executing this Trust Agreement, the Trustee accepts the Trust established
under this Trust Agreement on the terms and subject to the provisions set forth herein, and agrees to discharge and perform fully and faithfully all of the duties and obligations imposed upon it under
this Trust Agreement. 


 
 

SECTION 3
  
    CONTRIBUTIONS    
    



        3.1.    Trust Requirements.    The Trust is intended to constitute a valid trust under the law of the State of
Minnesota. 


4





 

        3.2.    Amounts Contributed to the Trust.    The Trustee shall receive and hold as part of the Trust Fund such assets
as may be transferred or contributed to it from time to time by the Employers pursuant to this Trust Agreement to assist in satisfying obligations to Participants pursuant to the terms of the Plan. 


        3.3.    Obligations of Trustee.    The Trustee shall not be responsible for the administration of the Plan, but shall
only have the responsibility to hold, invest, reinvest, dispose of and administer the Trust Fund in accordance with this Trust Agreement as now in effect or hereafter amended. 


        3.4.    Contributions.    ATK shall initially deposit with the Trustee in trust an amount determined by ATK in its
sole discretion, which amount shall become the principal of the Trust. Thereafter, the Employers in their sole discretion, may at any time, or from time to time, make additional deposits of cash or
other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan
Participant or Beneficiary shall have any right to compel additional deposits. However, subject to any applicable limitations and requirements of the law and unless otherwise prohibited by the
requirements applicable with respect to grantor trusts or otherwise cause the amounts held in the Trust to be included in the gross income of any Plan Participant or Beneficiary, in the event of a
Change of Control, ATK shall, as
soon as possible, but in no event longer than thirty (30) days following the Change of Control, make an irrevocable contribution to the Trust of an amount equal to the Funding Amount (less
Trust assets) as determined as of the date on which the Change of Control occurred. As of each Valuation Date following a Change of Control, and until the entire Trust Fund has been distributed, the
independent public accountants for ATK shall recalculate the Funding Amount. During the life of the Trust following a Change of Control but no later than thirty (30) days after the end of each
calendar year, ATK shall, subject to any applicable limitations and requirements of the law and unless otherwise prohibited by the requirements applicable with respect to grantor trusts or otherwise
cause the amounts held in the Trust to be included in the gross income of any Plan Participant or Beneficiary, contribute to the Trust for each calendar year such amount as is necessary to cause the
Trust assets to be equal to the Funding Amount determined as of the last day of such calendar year. The independent public accountants for ATK shall provide the Trustee with written notice of the
amount necessary to cause the Trust assets to be equal to the Funding Amount on or before the last day of such calendar year. Any such contributions made under this Section 3.4 to the Trustee
do not discharge or release the Employers of their obligations under the Plan or Section 6.2 hereof to pay benefits to Plan Participants or their Beneficiaries, and shall at all times be
subject to the provisions of Section 7. 


        3.5.    No Dilution of Trust.    



        (a)   Participants Benefitting from Trust Frozen on Change of Control.    As soon as administratively feasible
following the end of each quarter of the Plan Year, the independent organization selected by ATK to administer the Plan will provide to ATK and to the Trustee a list of the then Participants (the
"Participant List"). After a Change of Control, only the Participants (and their beneficiaries) who are listed on the latest Participant List so provided to the Trustee before the date of the Change
of Control (the "Latest Participant List") shall be eligible for payments from the Trust Fund. Except as described in Section 3.5(b), The Trustee shall have no liability, responsibility or
obligation with respect to any Participant who is not named in the Latest Participant List. 



5







  




        (b)   Exception for New Participants if Funding Added.    Notwithstanding the foregoing, one or more Participants may
be added to the Latest Participant List if: (a) ATK delivers to the Trustee a determination by the independent public accountants of ATK of a revised Funding Amount calculated based upon the
Participants named in the Latest Participant List and the proposed additional Participants (the "New Funding Amount") and (b) the Employers deliver to the Trustee additional assets in an amount
necessary to make the Trust assets equal to the New Funding Amount. If the Trustee determines that assets of the Trust Fund, including such additional assets, equal or exceed the New Funding Amount,
the Trustee shall add such new Participants to the Latest Participant List. 



 
 

SECTION 4
  
    ACCOUNTING AND ADMINISTRATION    
    


        4.1.    Trustee Record Keeping.    The Trustee shall keep or cause to be kept accurate and detailed records of all
investments, receipts, disbursements, and all other transactions related to the Trust Fund made by the Trustee hereunder. All such records shall be open to inspection and audit at all reasonable times
by any person designated by ATK. All such records shall be preserved (in original form, or on microfilm, magnetic tape, or any other similar process) for such period as ATK may determine and Trustee
shall agree but such records shall be maintained and available for examination for a period of at least seven years, and the Trustee may only destroy such records after first notifying ATK in writing
of its intention to do so, and transferring to ATK any of such records requested by ATK. 


        4.2.    Alliant Record Keeping.    ATK shall keep full, accurate, and detailed books and records with respect to the
Participants and benefits paid and payable under the Plan, which records shall be made available to the Trustee at its request. 


        4.3.    Periodic Accounting.    Within sixty (60) days following a Valuation Date, the Trustee shall deliver to
ATK a written accounting, dated as of the Valuation Date, of its administration of the Trust Fund during the period from the most recent Valuation Date to the date of such current Valuation Date,
which accounting shall be in accordance with the following provisions: 



        (a)   Such
accounting shall set forth all investments, receipts, disbursements, and other transactions effected by the Trustee during the period from the most recent Valuation
Date to the date of such current Valuation Date, including a description of all securities and investments purchased and sold, with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust Fund at the end of such year or other period, as the case may be. In making a
valuation, all cash, securities or other property held in the Trust Fund shall be valued at their then fair market value and insurance policies shall be valued at net cash surrender value. The
accounting shall be in a format as may be mutually agreed upon by the Trustee and ATK. 


        (b)   If
within ninety (90) days after the delivery of such written accounting, ATK has not delivered to the Trustee notice of any objection to any act or transaction
of the Trustee, the initial accounting shall become an account stated as between the Trustee and ATK. If any objection has been delivered to the Trustee by ATK, and if ATK is satisfied that it should
be withdrawn, ATK shall signify its approval of the accounting in writing filed with the Trustee, and the accounting shall become an account stated as between the Trustee and ATK. If the accounting is
adjusted following an objection thereto, the Trustee shall file and deliver the adjusted accounting to ATK. If within fifteen (15) days after such filing of an adjusted accounting, ATK has not
delivered to the Trustee notice of any objection to the transactions as so adjusted, the adjusted accounting shall become an account stated as between the Trustee and ATK. 



6





 





        4.4.    Administrative Powers of Trustee.    Except to the extent that authority with respect to the administration of
the Trust has been allocated to others in accordance with this Trust Agreement and subject to Sections 5 and 7, the Trustee shall have exclusive authority and discretion to manage and
administer the Trust. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, the Trustee shall incur no liability to any person for any action taken pursuant to a
direction, request or approval given by ATK which is contemplated by, and in conformity with, the terms of the Plan or this Trust Agreement and is given in writing by ATK. In the event of a dispute
between ATK and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. The responsibility for maintenance of individual benefit records shall be retained by ATK,
and may be delegated to such person or entity as ATK may employ from time to time. Except as otherwise provided herein, the Trustee shall have, without exclusion, all powers conferred on trustees by
law and, without limiting the foregoing, shall have the following administrative powers, rights, and duties in addition to those provided elsewhere in this Trust Agreement: 



        (a)   to
manage, sell, insure, and otherwise deal with all assets held by the Trustee on such terms and conditions as the Trustee shall decide, provided, however, that if ATK
delivers written instructions to the Trustee prior to a Change of Control, the Trustee shall follow such instructions; 



        (b)   when
directed by ATK pursuant to Section 6, to make payments from the Trust Fund to Participants or Beneficiaries, and when required by Section 7 to
distribute the Trust Fund pursuant to the provisions thereunder; 


        (c)   except
as provided in Section 6 and Section 7, to waive, modify, reduce, compromise, release, contest, submit to arbitration, or settle or extend the time
of payment of any claims, debts, damages, or demands of any nature in favor of or against the Trustee or all or any part of the Trust Fund; 


        (d)   to
retain any disputed property until an appropriate final adjudication or release is obtained, and to represent the Trust in, or commence or defend, any litigation the
Trustee considers in its discretion necessary in connection with the Trust Fund; 


        (e)   to
withhold, prior to a Change of Control, if ATK so directs, all or any part of any payment required to be made hereunder as may be necessary and proper to protect the
Trustee or the Trust Fund against any liability or claim on account of any estate, inheritance, income or other tax or assessment attributable to any amount payable hereunder, and to discharge any
such liability with any part or all of such payment so withheld in accordance with Section 6.6; 



        (f)    to
maintain records reflecting all receipts and payments under this Trust Agreement and such other records as ATK may specify and to which the Trustee agrees, which
records may be audited from time to time by ATK or anyone named by ATK; and to furnish a written accounting to ATK as of each Valuation Date, as provided in Section 4.3; 


        (g)   if
an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy
(as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy; 



        (h)   to
furnish ATK with such information for tax or other purposes which ATK may reasonably request and which the Trustee may not unreasonably withhold; 


        (i)    to
employ actuaries, accountants, advisors, agents, legal counsel (who, except following a Change of Control, may be legal counsel to ATK and who are not in the
Trustee's reasonable judgment deemed to have a conflict of interest), consultants, custodians, depositories, experts and 



7





 




other
providers of services, to consult with them with respect to the implementation and construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by
this Trust Agreement, or any act which the Trustee proposes to take or omit, and to reasonably rely upon the advice of and services performed by such persons, the reasonable expenses of which shall be
charged to the Trust Fund unless otherwise paid by ATK; to delegate discretionary powers to such persons and to reasonably rely upon information and advice furnished by such persons; provided that
each such delegation and the acceptance thereof by each such person shall be in writing, and provided further that the Trustee may not delegate its responsibilities as to the management or control of
the assets of the Trust Fund; 


        (j)    subject
to Section 7, to make payments to Participants or Beneficiaries, including after a Change of Control, as provided in Section 6 hereof; 


        (k)   to
determine whether ATK (or any other participating Employer under the Plan) is Insolvent, and to hold assets of the Trust Fund for the benefit of General Creditors in
the event of Insolvency, as provided in Section 7 hereof; 


        (l)    to
perform all other acts which in the Trustee's judgment are appropriate for the proper protection, management, investment, and distribution of the Trust Fund, and to
carry out the purposes of the Trust. 



 
 

SECTION 5    
    
    INVESTMENTS    
    


        5.1.    Generally.    With respect to assets for which the Trustee has investment responsibility, the Trustee shall
invest and reinvest the principal and income of the Trust as provided in this Trust Agreement, subject to the standard in Section 4.4, and keep the Trust Fund invested, without distinction
between principal and income, in accordance with the written investment guidelines mutually agreed upon by ATK and the Trustee prior to a Change of Control (which shall be attached hereto and
incorporated herein by reference), and provided to the Trustee by ATK. 


        5.2.    Investment Powers of Trustee.    Except to the extent that authority with respect to the management of all or
a portion of the Trust Fund has been allocated to others in accordance with this Trust Agreement, the Trustee shall have exclusive authority and discretion to manage and control the Trust Fund,
subject only to the investment guidelines that are mutually agreed upon by the Trustee and ATK from time to time and which shall be attached hereto as Exhibit B and incorporated herein by
reference. The authority to assume responsibility for investment of assets of the Trust Fund has been retained by the Committee prior to a Change of Control. The authority to hold assets of the Trust
Fund may be allocated to one or more custodians or insurance companies but only in the sole discretion of the Trustee. Except as otherwise provided herein, the Trustee shall have, without exclusion,
all powers conferred on trustees by applicable law and, without limiting the foregoing, shall have the following powers, rights, and duties in addition to those provided elsewhere in this Trust
Agreement: 



        (a)   to
invest and reinvest in any property wherever situated, whether real, personal, mixed, foreign or domestic, including common and preferred stocks, bonds, notes, and
debentures (including convertible stocks and securities), shares of registered investment companies (i.e., mutual funds, including mutual funds for which the Trustee or any affiliate of the Trustee
serves as investment advisor, custodian or other service provider as disclosed in the current mutual fund prospectus to be provided to ATK), leaseholds, mortgages (including, without limitation, any
collective or part interest in any bond and mortgage or note and mortgage), certificates of deposits, life insurance contracts, guaranteed investment contracts, and guaranteed annuity contracts, all
regardless of diversification and without being limited to investments authorized by law for the investment of trust funds; 



8





 

        (b)   to
invest and reinvest part or all of the Trust Fund in any deposit accounts, deposit administration fund maintained by a legal reserve life insurance company in
accordance with an agreement between the Trustee and such insurance company, a group annuity contract or life insurance policies issued by such insurance company to the Trustee as contract holder, any
interest bearing deposits held by any financial institution having total capital and surplus of at least Fifty Million Dollars ($50,000,000), investments in any stocks, bonds, debentures, mutual fund
shares, notes, commercial paper, treasury bills, and any mutual, common, commingled or collective trust funds or pooled investment funds, and to diversify such investments so as to minimize the risk
of losses; 


        (c)   to
commingle assets of the Trust Fund, for investment purposes only, with assets of any common, collective, or commingled trust fund which has been or may hereafter be
established and maintained by the Trustee, or by any other institution and to make withdrawals therefrom; provided that to the extent that any part or all of the assets of the Trust Fund for which the
Trustee has investment responsibility are invested in any such common, collective or commingled trust fund or pooled investment fund which is maintained by a bank or other institution (including a
bank or trust company acting as Trustee), the provisions of the documents under which such common, collective or commingled trust fund or pooled investment fund are maintained shall govern any
investment therein and provided further that prior to investing any portion of the Trust Fund for the first time in any such common, collective, or
commingled trust fund, the Trustee shall advise ATK of its intent to make such an investment and furnish to ATK any information it may reasonably request with respect to such common, collective, or
commingled trust fund (other than a trust fund established by ATK), and provided further that the Trustee shall maintain separate records with respect to each other trust of such trust fund; 


        (d)   Unless
the following powers have been retained by ATK as evidenced in writing and except for any securities (including shares of mutual funds) affiliated with or
serviced by the Trustee for which those powers are retained by ATK, the Trustee shall have all the rights, powers, privileges and responsibilities of an owner of securities, including, without
limiting the foregoing, the power to vote stock and other voting securities personally or by proxy (and to delegate the Trustee's powers and discretion with respect to such stock or other voting
securities to such proxy), to exercise subscription, conversion and other rights and options (and make payments from the Trust Fund in connection therewith), to take any action and to abstain from
taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing and any other plan or change affecting any property constituting a part of the
Trust Fund (and in connection therewith to delegate the Trustee's discretionary powers and pay assessments, subscriptions and other charges from the Trust Fund), to hold or register any property from
time to time in the Trustee's name or in the name of a nominee or to hold it unregistered or in such form that title shall pass by delivery; and to borrow from anyone, including itself (to the extent
permitted by law), such amounts from time to time as the Trustee considers desirable to carry out this Trust (and to mortgage or pledge all or part of the Trust Fund as security); to participate in
any plan or reorganization, consolidation, merger, combination, liquidation, or other similar plan relating to any such property, and to consent to or oppose any such plan or any action thereunder, or
any contract lease, mortgage, purchase, sale, or other action by any corporation or other entity any of the securities of which may at any time be held in the Trust Fund, and to do any act with
reference thereto; 


        (e)   to
retain in cash or other investments which are unproductive of income so much of the Trust Fund as it may deem advisable (e.g., Trust Fund assets pending investment or
disbursement) which may include retention of Trust Fund assets in non-interest bearing accounts in any depository including the banking department of the Trustee or of any affiliate
thereof, notwithstanding the banking department's or other entity's receipt of "float" from such uninvested 



9





 




cash;
provided such depository must have total capital and surplus of at least Fifty Million Dollars ($50,000,000); 



        (f)    when
directed by ATK prior to a Change of Control, and subject to Section 4.4(g), to apply for, pay premiums on, and maintain in force individual, ordinary,
variable, or universal life insurance policies on the lives of Participants, which policies may contain provisions which ATK may approve or direct; to receive or acquire such policy or policies from
ATK, but the Trustee may purchase a life insurance policy from a person other than the insurer which issues a policy only if the Trustee pays, transfers, or otherwise exchanges an amount no more than
the cash surrender value of the policy or policies, and the policy is not subject to a mortgage or similar lien which the Trustee would be required to assume; to have with respect to such policy or
policies any rights, powers, options, privileges, and benefits
usually comprised in the term "incidents of ownership" and normally vested in an owner of such policy or policies to be exercised only pursuant to the directions of ATK prior to a Change of Control; 


        (g)   to
retain any property at any time received by it; 


        (h)   to
sell, to exchange, to convey, to transfer, or to dispose of, and to grant options for the purchase or exchange with respect to, any property at any time held by it,
by public or private sale, for cash or on credit or partly for cash and partly for credit; 



        (i)    to
deposit any such property with any protective, reorganization, or similar committee; to delegate discretionary power to any such committee; and to pay part of the
expenses and compensation of any such committee and any assessments levied with respect to any property so deposited; 


        (j)    to
exercise any conversion privilege or subscription right available in connection with any such property, and to do any act with reference thereto, including the
exercise of options, the making of agreements or subscription, and the payment of expenses, assessment or subscription, which may be deemed necessary or advisable in connection therewith, and to hold
and retain any securities or other property which it may so acquire; 


        (k)   to
extend the time of payment of any obligation held in the Trust Fund; 


        (l)    to
enter into standby agreements for future investment either with or without a standby fee; 


        (m)  to
acquire, renew, or extend, or participate in the renewal or extension of any mortgage, and to agree to a reduction in the rate of interest on any indebtedness or
mortgage or to any other modification or change in the terms of any indebtedness or mortgage, or of any guarantee thereto, in any manner and to any extent that may be deemed advisable for the
protection of the Trust Fund or the preservation of any covenant or condition of any indebtedness or mortgage or in the performance of any guarantee, or to enforce any default in such manner and to
such extent as may be deemed advisable; and to exercise and enforce any and all rights of foreclosure, to bid on any property in foreclosure, to take a deed in lieu of foreclosure with or without
paying a consideration therefor, and in connection therewith to release the obligation on the bond secured by such mortgage; and to exercise and enforce in any action, suit or proceeding at law or in
equity any rights or remedies in respect of any such indebtedness or mortgage or guarantee; 


        (n)   to
make, execute, and deliver, as Trustee, any and all deeds, leases, notes, bonds, guarantees, mortgage, conveyance, contracts, waivers, releases, or other instruments
in writing necessary or proper for the accomplishment of any of the foregoing powers; 



10











  




        (o)   to
organize under the laws of any state one or more corporations, partnerships, or trusts for the purpose of acquiring and holding title to any property that it is
authorized to acquire under this Trust Agreement and to exercise with respect thereto any or all of the powers set forth in this Trust Agreement; 


        (p)   notwithstanding
any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust
the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated
pursuant to the Code; 


        (q)   generally
to do all acts, whether or not expressly authorized, that the Trustee deems necessary or desirable for the protection of the Trust Fund, and to carry out the
purposes of the Trust; and 


        (r)   to
the fullest extent permitted by law, the Trustee is expressly authorized to (i) retain the services of U.S. Bancorp Piper Jaffray Inc. and/or U.S.
Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National
Association, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the "Affiliated Entities"), to provide services to assist in or facilitate
the purchase or sale of investment securities in the Trust Fund, (ii) acquire as assets of the Trust Fund shares of mutual funds to which Affiliated Entities provides, for a fee, services in
any capacity and (iii) acquire in the Trust Fund any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products
are available from other institutions. The Trust Fund may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the
Affiliated Entities for the services or products provided to the Trust Fund and/or such mutual funds at such Affiliated Entities' standard or published rates without offset (unless required by law)
from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase,
sell, exchange or transfer assets of the Trust Fund even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such
transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust Fund as directed by the Trustee, and (ii) retain any
transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically,
but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting
syndicate for a security being purchased or are purchasing or selling a security for its own account. In the event the Trustee is directed by ATK or any designated investment manager, as applicable
hereunder (collectively referred to for purposes of this paragraph as the "Directing Party"), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee
to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner described above. 




        5.3.    Investment Managers.    ATK may appoint one or more Investment Managers to direct the investment of any part
or all of the assets of the Trust Fund by the Trustee. Appointment of an Investment Manager shall be made by written agreement between ATK and the Investment Manager. The Trustee shall receive a copy
of each such agreement and all amendments, modifications, and terminations thereof and shall give written acknowledgment of receipt of same. Until receipt of a copy of each such amendment,
modification, or termination, the Trustee shall be fully protected in assuming the continuing authority of such Investment Manager under the terms of the original agreement with ATK. The agreement
between ATK and the Investment Manager shall specify those powers, rights, and duties of the Trustee under this Trust that are allocated to the Investment Manager(s) and the portion 


11





 

of
the assets of the Trust Fund subject to the Investment Manager(s). The Trustee shall have custody of the assets comprising the portion of the Trust Fund with respect to which the investment manager
has investment authority. After such written agreement has been so executed between ATK and the Investment Manager(s) the Trustee shall have no obligation or responsibility for those investment duties
and powers which are allocated to an Investment Manager. One of those powers is voting proxies; however, the Investment Manager will not have that power if the agreement described herein expressly
precludes the Investment Manager from voting proxies (and the Trustee shall have the power subject to the powers retained by ATK). An Investment Manager so appointed pursuant to this
Section 5.3 shall be (i) a registered investment adviser under the Investment Advisers Act of 1940, (ii) if not registered as an investment adviser under such Act because of
paragraph (1) of section 203A(a) of such Act, is registered as an investment adviser under the laws of the State (referred to in such paragraph (1)) in which it maintains its
principal office and place of business and satisfied any applicable filing requirements, (iii) a bank, as defined in said Act, or (iv) an insurance company qualified to manage, acquire
and dispose of the assets of the Plan under the laws of more than one State of the United States. Any such Investment Manager shall acknowledge to ATK in writing that it accepts such appointment. The
Trustee shall not be liable for any loss or diminution of any assets managed by an Investment Manager, including without limitation any loss or diminution caused by any action or inaction taken or
omitted by it at the direction of an Investment Manager. In addition, the Trustee shall not be liable for the diversification of any assets managed by Investment Managers of ATK, each of which shall
be solely the responsibility of ATK. An Investment Manager may resign at any time upon written notice to the Trustee and ATK. ATK may remove an Investment Manager at any time by written notice to the
Investment Manager and the Trustee. 


        ATK
may, prior to a Change of Control, by written notice to the Trustee assume investment responsibility for any portion or all of the Trust assets. The Trustee shall have no
responsibility or liability for the investment of such assets for which ATK has assumed such investment responsibility except to act with respect to such assets as directed by ATK. 



        5.4.    Single Fund.    All assets of the Trust Fund and of each investment fund, and the income thereon, shall be
held and invested as a single fund and the Trustee shall not make any separate investment of
the Trust Fund, or make any separate investment fund, for the account of any Participant or other General Creditors prior to receipt of directions to make payments to such Participant or other General
Creditors in accordance with Section 6 or Section 7. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall
in no event be exercisable by or rest with Participants. 


 
 

SECTION 6    
    
    PAYMENTS FROM THE TRUST    
    


        6.1.    Obligation of Trustee to Make Payments to Participants.    The Trustee's obligation to distribute to any
Participant or Beneficiary out of the assets of the Trust Fund shall be limited to payment at such times and in such amounts as are properly in conformance with the provisions of Section 6.3.
Payments to Participants or their Beneficiaries pursuant to this Section 6 shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose and shall at
all times be subject to the provisions of Section 7. In the event ATK determines that it will pay benefits directly to Participants or their Beneficiaries as they become due under the terms of
the Plan, ATK shall notify the Trustee of its decision prior to the time amounts are payable to Participants or their Beneficiaries. 


        6.2.    Obligation of Alliant to Make Payments to Participants.    Notwithstanding anything in the Trust Agreement to
the contrary, ATK shall have the obligation for the payment of any benefits payable under the Plan. Distributions to Participants or their Beneficiaries from the Trust Fund shall discharge, reduce,
and offset the obligation of ATK to pay benefits payable to or on behalf of the 


12





 



Participant,
to the extent of the distributions, with respect to the Plan. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with
the terms of the Plan, ATK shall arrange to make the balance of each such payment as it falls due. The Trustee shall notify ATK when principal and earnings are not sufficient. 



        6.3.    Authorization for Distributions.    Distributions which shall be made from the Trust Fund to pay benefits in
accordance with the Plan shall be initiated by written direction to the Trustee from ATK, which direction shall indicate the amount payable in respect of a Plan Participant (and his or her
Beneficiary), the form in which such amount is to be paid (or provided for or available under the Plan) or manner in which distribution is to be made and reported, and the time of commencement of
payment of such amount, including any federal, state, or local income taxes to be withheld, and the Trustee shall make or commence the directed distributions after receipt of such written direction.
The
determination of whether a Plan Participant or his or her Beneficiary is eligible to receive benefits under the Plan shall be made by ATK or such party as it shall designate under the Plan, and any
claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. 


        6.4.    Insufficient Trust Fund Assets.    If ATK determines that the Trust Fund does not have sufficient funds to
provide for the payment of all amounts otherwise payable to Participants (or their Beneficiaries) from the Trust under the Plan, it shall notify the Trustee of the amount of the deficiency, and,
within forty-five (45) days of such notice, ATK shall deposit in trust with the Trustee the additional amounts needed to make such payments. Upon receipt of such amounts by the
Trustee from ATK, proceeds shall first be used by the Trustee to pay any benefits previously due and remaining unpaid, in the order in which they were due, pursuant to instructions from ATK. 


        6.5.    Payment to Alliant.    Subject to Section 7 and this Section 6.5, ATK shall have no right or
power to direct the Trustee to return to ATK or to divert to others any of the Trust Fund until payment of all benefits has been made to all Participants (or their Beneficiaries) pursuant to the terms
of the Plan. Unless otherwise prohibited by the requirements applicable with respect to grantor trusts, and subject to Section 7: 



        (a)   upon
receipt of written certification from ATK (or, after a Change in Control, from the independent public accountants for ATK) that Trust assets exceed 110% of total
Plan benefits, the Trustee shall distribute such excess to ATK, and 


        (b)   upon
receipt of written certification from ATK (or, after a Change in Control, from the independent public accountants for ATK) that all obligations of ATK to
Participants with respect to the Plan have been satisfied pursuant to the terms of the Plan, and if the Trust Fund shall have any assets remaining, the Trustee shall distribute such remaining assets
of the Trust Fund to ATK, subject to the Trustee's right to retain an amount for compensation and expenses as provided in Section 10.7. 




        Once
payment of all benefits has been made to all Participants (or their Beneficiaries) pursuant to the terms of the Plan and the balance of the Trust Fund distributed to ATK, the Trust
shall terminate as provided in Section 9.2. 


        6.6.    Withholding of Taxes.    Any amount paid to a Participant or Beneficiary by the Trustee in accordance with
this Section 6 shall be reduced by the amount of taxes required to be withheld, and the Trustee shall inform ATK of all amounts so withheld. For such payments, the Trustee shall have full
responsibility for the payment of all withholding taxes to the appropriate taxing authorities. Each Participant shall be furnished with the appropriate tax information form evidencing payments under
the Trust and the amount(s) thereof. 


13





 


 
 

SECTION 7    
    
    PAYMENTS ON INSOLVENCY OF THE EMPLOYERS    
    



        7.1.    No Security Interest.    No Participant shall have any claim on or beneficial ownership interest in the Trust
Fund before such assets are paid to the Participant, except as a general unsecured creditor of the Employers. The Employers shall not create a security interest in the Trust Fund in favor of any
Participant or any other General Creditor. At all times during the continuance of this Trust as provided in this Section 7 hereof, the principal and income of the Trust Fund shall be subject to
the claims of General Creditors under federal and state law. If at any time the Trustee has received notice as provided below that the Employers are Insolvent, the Trustee shall discontinue payments
to Participants and Beneficiaries, and shall hold assets of the Trust Fund for the benefit of the General Creditors of the Employers, pursuant to the provisions of Section 7.3, with no
preference whatsoever given claims of employees over claims of other general unsecured creditors of the Employers. 


        7.2.    Determination of Insolvency.    Notwithstanding any other provisions of this Trust Agreement, the following
provisions shall apply: 



        (a)   The
Board of Directors and the Chief Executive Officer of ATK shall have the duty and responsibility to notify the Trustee promptly in writing that the Employers are
Insolvent, and the Trustee shall be entitled to conclusively rely upon written certifications of the Board of Directors or the Chief Executive Officer of ATK when determining whether the Employers are
Insolvent. 


        (b)   If
the Trustee has actual knowledge that the Employers are Insolvent or has determined that the Employers are Insolvent, the Trustee shall act in accordance with
Section 7.3 hereof. 


        (c)   Unless
the Trustee receives written notice from the Board of Directors or the Chief Executive Officer of ATK that the Employers are Insolvent or from a person claiming
to be a creditor and claiming that the Employers are Insolvent, the Trustee shall have no duty to inquire whether the Employers are Insolvent. If the Trustee receives a written allegation from a
person claiming to be a creditor that the Employers are Insolvent, the Trustee shall request that the independent public accountants for ATK determine whether the Employers are Insolvent, and shall
suspend benefit payments pending such determination. If the independent public accountants for ATK advise the Trustee that the Employers are not Insolvent, it shall resume payments in accordance with
this Trust Agreement. If the Trustee receives notice of the Insolvency of the Employers pursuant to this Section 7.2(c), it shall act in accordance with this Section and Section 7.3
hereof. 




        7.3.    Payments When the Employers are Insolvent.    Notwithstanding any other provision of this Trust Agreement to
the contrary, if the Trustee has actual knowledge or has made a determination as described in Section 7.2(b), has been advised pursuant to Section 7.2(c), or receives actual notice
described in Section 7.2(a) that the Employers are Insolvent: 



        (a)   by
reason of Section 1.10(b), the Trustee shall suspend payments to Participants and shall notify Participants of the suspension, and shall hold the Trust Fund
for the benefit of the General Creditors, and shall pay and deliver the entire amount of the Trust Fund only as a court competent jurisdiction, or duly appointed receiver or other person authorized to
act by such court, may order or direct to make the Trust Fund available to satisfy the claims of the General Creditors (payments to Participants in accordance with the terms of the Plan may be resumed
only pursuant to Section 7.4 hereof); or 


        (b)   by
reason of Section 1.10(a), the Trustee shall suspend payments to Participants and shall notify Participants of the suspension, and shall (i) hold the
Trust Fund for the benefit of General Creditors or (ii) pay over all or a portion of the Trust Fund to General Creditors if directed by ATK or an appropriate judicial forum. 



14





 





        Nothing
in this Trust Agreement shall in any way diminish any rights of Participants or their Beneficiaries to pursue their rights as general unsecured creditors of the Employers with
respect to benefits due under the Plan, or otherwise. If the entire amount of the Trust Fund is distributed pursuant to this Section 7.3, the Trust shall terminate as provided in
Section 9.2. 


        7.4.    Resumption of Duties after Insolvency.    In the absence of notice of a court order to the contrary, the
Trustee shall resume the payment of benefits to Participants or their Beneficiaries in accordance with this Trust Agreement within thirty (30) days of the Trustee's receipt of a determination
from the independent public accounting firm for ATK that the Employers are not Insolvent or are no longer Insolvent. 



        (a)   Trust
Recovery of Payments to Creditors. In the event that amounts are paid from the Trust Fund to General Creditors, then as soon as practicable after the Employers are
no longer Insolvent, the Employers shall, subject to any applicable limitations and requirements of the law and unless otherwise prohibited by the requirements applicable with respect to grantor
trusts or otherwise cause the amounts held in the Trust to be included in the gross income of any Plan Participant or Beneficiary, deposit into the Trust Fund a sum equal to the Funding Amount,
determined as of the date the Employers are no longer Insolvent, which date shall be a Valuation Date. ATK (or, after a Change of Control, ATK's independent public accountants) shall provide the
Trustee with written certification of such Funding Amount. If the Funding Amount is not paid by the Employers within ninety (90) days of the Trustee's receipt of such notice, the Trustee may
demand payment and commence legal action to compel payment to the Trustee if the Trustee so determines such action to be necessary or appropriate. 


        (b)   Determination
of Payment Amount; Resumption of Payments. Provided that there are sufficient assets of the Trust Fund, if Trustee discontinues the payment of benefits
from the Trust pursuant to Section 7.3 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to
Participants or their Beneficiaries under the terms of the Plan for the period of such discontinuance, as determined by ATK, less the aggregate amount of any payments made to Participants or their
Beneficiaries by the Employers in lieu of the payments provided for hereunder during any such period of discontinuance. If the Trustee suspends a payment to a Participant or a Participant's
Beneficiary under this Section 7 and subsequently makes such payment, the payment shall include interest at the rate of interest per annum equal to the 1 year Treasury Note rate as of
the immediately preceding March 31 for each day from the date of suspension to the date of payment, as calculated by ATK. 



 
 

SECTION 8    
    
    RESIGNATION OR REMOVAL OF TRUSTEE    
    


        8.1.    Resignation or Removal of Trustee.    The Trustee may resign for any reason or for no reason and at any time
by giving thirty (30) days prior written notice to the Committee (or such shorter notice as may be agreed to by the Committee and the Trustee). Subject to Section 8.2(b) hereof, the
Board of Directors may remove the Trustee for any reason or for no reason and at any time by giving thirty (30) days prior written notice to the Trustee (or such shorter notice as may be agreed
to by the Board of Directors and the Trustee). 


15







  





        8.2.    Successor Trustee.    In the event of the resignation or removal of a Trustee, a successor Trustee shall be
appointed by the effective date of such resignation or removal. The Board of Directors shall give notice of any such appointment to the retiring Trustee and the successor Trustee. A successor Trustee
shall be appointed in accordance with the following provisions: 



        (a)   At
any time prior to a Change of Control, a successor Trustee shall be appointed by the Board of Directors. If a Trustee should resign or be removed, and the Board of
Directors does not notify the Trustee of the appointment of a successor Trustee within forty-five (45) days of the notice of the Trustee's resignation or removal, then the Board of
Directors shall be deemed to have appointed ATK's Chief Executive Officer, Chief Financial Officer and Vice President Human Resources as successor Trustees. 



        (b)   After
the occurrence of a Change of Control, the Trustee who is the Trustee on the date of the Change of Control may not be removed by the Board of Directors for three
(3) years from the date of the Change of Control. If a Trustee determines to resign within three (3) years from the date of a Change of Control, the Trustee shall, prior to the effective
date of such resignation, apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. 


        (c)   Notwithstanding
Section 8.1, no resignation by or removal of the Trustee shall be effective prior to the effective date of the appointment of a successor Trustee
by ATK or a court of competent jurisdiction. 




        8.3.    Duties of Retiring and Successor Trustees.    In the event of the resignation or removal of a Trustee, the
retiring Trustee shall within sixty (60) days after the effective date of resignation or removal furnish to the successor Trustee and the Board of Directors a final accounting of its
administration of the Trust. A successor Trustee shall succeed to the right and title of the predecessor Trustee in the assets of the Trust Fund and the retiring Trustee shall deliver the property
comprising the assets of the Trust Fund (less any unpaid fees and expenses of the retiring Trustee) to the successor Trustee, together with any instruments of transfer, conveyance, assignment and
further assurance as the successor Trustee may reasonably require. All of the provisions of the Trust Agreement set forth herein with respect to the Trustee shall relate to each successor Trustee with
the same force and effect as if such successor Trustee had been originally named as the Trustee hereunder. Unless otherwise required by law, the successor Trustee shall not be required to examine the
accounts, records, or acts of the prior Trustee. In no event shall the successor Trustee be liable to ATK for the acts or omissions to act by its predecessors. 


 
 

SECTION 9    
    
    AMENDMENT AND TERMINATION OF TRUST    
    



        9.1.    Amendment.    Except as otherwise provided in Section 2.3 of this Trust Agreement and except any
amendment that would cause the loss of the status of the Trust as a grantor trust, the Trust Agreement may be amended (but may not be revoked unless all of the obligations of ATK with respect to the
Plan have been satisfied) by a written instrument executed by the Trustee and ATK, which amendment shall include the effective date of such amendment. Any amendment of the Trust Agreement may be made:
(a) prior to a Change of Control, without limitation and in any manner and effective as of any date, including a retroactive effective date if accompanied by the written certification that no
Change of Control has occurred, or (b) after a Change of Control, only if a period of three (3) years has elapsed since the Change of Control, and either (i) such amendment is
accompanied by the specific written consent to the amendment by the Participants whose accounts under the Plan, computed by the independent public accountants for ATK as of the effective date of such
amendment, represent at least fifty-one percent (51%) of the total of all accounts under the Plan, or (ii) such amendment is accompanied by the opinion of legal counsel satisfactory
to the Trustee that the 


16





 

amendment
is necessary for the purpose of conforming the Trust Agreement to any present or future federal or state law (including revenue laws) relating to trusts of this or similar nature, as such
laws may be amended from time to time, and a certification that a copy of such notice and opinion of counsel has been delivered to each Plan Participant. However, no amendment shall conflict with the
terms of the Plan or operate to reduce the Funding Amount. No amendment shall operate to change the duties and liabilities of the Trustee without its consent or make the Trust Agreement revocable
unless ATK has satisfied all obligations it may have with respect to the Plan on the date of such amendment. ATK and the Trustee shall execute such amendments of the Trust Agreement as shall be
necessary to give effect to any amendment made in accordance with this section. 



        9.2.    Termination.    After all assets of the Trust Fund have been distributed by the Trustee either to the
Participants or their Beneficiaries in accordance with the terms of the Plan and Section 6 or pursuant to the provisions of Section 7, the Trustee shall render an accounting, which shall
be the final accounting, in the manner provided for in Section 4.3. Upon acceptance of the accounting by ATK or a court of competent jurisdiction pursuant to Section 7, and after
deduction of such reasonable amount for compensation and expenses as provided for in Section 10.7, the assets remaining in the Trust Fund, if any, shall be returned to ATK in the manner
provided in Section 6.5, and the Trust shall terminate thereupon. The Trust and all the right, titles, powers, duties, discretions and immunities imposed on or reserved to the Trustee and ATK,
shall continue in effect until all assets of the Trust Fund have been distributed as provided herein. 


 
 

SECTION 10    
    
    GENERAL PROVISIONS    
    


        10.1.    Coordination with Plan.    The responsibilities of the Trustee shall be governed solely by the terms of this
Trust Agreement. The Trustee shall discharge its duties and responsibilities in accordance with its rules and procedures. ATK shall discharge its responsibilities and duties under the Trust Agreement
in accordance with the Trust Agreement and shall have the exclusive authority, which may not be delegated, to: 



        (a)   amend
this Trust Agreement and to terminate the Trust; 


        (b)   appoint
or remove a Trustee or accept the resignation of a Trustee; and 


        (c)   appoint
or remove an Investment Manager. 




        10.2.    Litigation.    In any action or proceeding regarding the Trust, ATK, any assets of the Trust Fund, or the
administration of the Trust Agreement, any creditors who are not parties to such action or proceedings and any other persons having or claiming to have a beneficial interest in the Trust shall not be
necessary parties and shall not be entitled to any notice of process. Any final judgment which is not appealed or appealable and which may be entered in any such action or proceeding shall be binding
and conclusive on the parties hereto and all persons having or claiming to have a beneficial interest in the Trust. Acceptance by a creditor of assets of the Trust Fund shall constitute a release of
an equal amount of any obligations of ATK to such creditor. 


        10.3.    Trustees Action Conclusive.    Subject to applicable law, the Trustees reasonable exercise or
non-exercise of its powers and discretion in good faith shall be conclusive on all persons. No one other than ATK shall be obliged to see to the application of any money paid or property
delivered to the Trustee. The certificate of the Trustee that it is acting according to this Trust Agreement will protect all persons dealing with the Trustee. 



        10.4.    No Guarantee or Responsibility.    Notwithstanding any other provision of this Trust Agreement to the
contrary, the Trustee does not guarantee payment of any amount which may become due and payable to a Participant or a Beneficiary. Except as required by applicable law, the Trustee shall have no
responsibility for the disclosure to Participants regarding the terms of the Plan or of this 


17





 



Trust
Agreement, or for the validity thereof. The Trustee shall not be responsible for administrative functions under the Plan and shall have only such responsibilities under this Trust Agreement as
specifically set forth herein. The Trustee will be under no liability or obligation to anyone with respect to any failure on the part of ATK, the Plan, or the independent public accounting firm for
ATK, an Investment Manager, or a Participant to perform any of their respective obligations under the Plan or this Trust Agreement. The Trustee shall be protected in relying upon any notice or
direction provided to it from ATK in connection with the Trustees duties hereunder which the Trustee in good faith believes to be genuine, and executed and delivered in accordance with this Trust
Agreement. Nothing in this Trust Agreement shall be construed as requiring the Trustee to make any payment in excess of the amounts held in the Trust Fund at the time of such payment or otherwise to
risk or expend its own funds. 


        10.5.    Liabilities Mutually Exclusive.    Each of the Trustee and ATK shall be responsible only for its own acts or
omissions. 


        10.6.    Indemnification.    If the Trustee undertakes or defends any litigation with a third party arising in
connection with the Trust, ATK agrees to indemnify to the extent permitted by law the Trustee and hold it harmless against Trustees costs, expenses and liabilities (including, without limitations,
attorneys fees and expenses) relating thereto and to be primarily liable for such payments, provided that the Trustee did not act dishonestly, or in willful or negligent violation of the law, or in
bad faith in the performance of its responsibilities hereunder pursuant to which such liability, cost or expense arose, and provided further that ATK receives notice of any such litigation and been
given the opportunity to defend or respond to such litigation. If ATK does not pay such costs, expenses and liabilities in a reasonably timely manner, and it has received notice of such litigation as
provided in the preceding sentence, then the Trustee may obtain payment from the Trust. Furthermore, ATK agrees to indemnify the Trustee and hold it harmless from and against all claims, liabilities,
losses, costs and expenses (including, without limitation, attorneys fees and expenses) that may be imposed on, incurred by or asserted against the Trustee by reason of the Trustee taking or
refraining from taking any action in connection with this Trust Agreement or the Trust Fund, whether the Trustee is a party to a legal proceeding or otherwise, provided that the Trustee did not act
dishonestly or in a willful or negligent violation of its duties under this Trust Agreement or of any law or regulation (as found by a final judgment of a court of competent jurisdiction). This
Section 10.6 shall survive the termination of the Trust. 


        10.7.    Expenses and Compensation.    The Trustee shall be paid compensation by ATK in an amount agreed to by ATK and
the Trustee. The Trustee shall be reimbursed by ATK for reasonable and necessary expenses incurred by it in the management and administration of this Trust Agreement; and if the Trustee is not timely
reimbursed with respect to amounts due pursuant to this Section 10.7, the Trustee may charge such amounts against the Trust Fund. Any compensation or expenses so agreed upon or
otherwise payable not paid by ATK on a timely basis may be charged to the Trust Fund no more frequently than quarterly upon notice to ATK. 


        10.8.    Notice.    Any notice to the Trustee or to ATK required or permitted under this Trust Agreement shall be duly
and properly given and delivered if sent by certified United States mail, return receipt requested, to the Trustee at: 


U.S.
Bank National Association

Institutional Financial Services

601 Second Avenue South

Minneapolis, Minnesota 55402

  

Re: Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan 


18





 

and
to ATK at: 


Alliant
Techsystems Inc.

Attn: Pension and Retirement Committee

MN11-1030

600 Second Street NE

Hopkins, Minnesota 55343-8384 


or
to such other address as the Trustee or ATK may specify by written notice to the other. 



        10.9.    Anti-Assignment Clause.    Benefits payable to Participants and their Beneficiaries under this
Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable
process. 


        10.10.    True and Correct Document.    Any persons dealing with the Trustee may rely upon a copy of this Trust
Agreement and any amendments thereto certified to be true and correct by the Trustee. 



        10.11.    Waiver of Notice.    Any notice required under this Trust Agreement may be waived by the person entitled to
such notice. 


        10.12.    Counterparts.    This Trust Agreement may be executed in two or more counterparts, any one of which will be
an original without reference to the others. 


        10.13.    Gender and Number.    Words denoting the masculine gender shall include the feminine and neuter genders and
the singular shall include the plural and the plural shall include the singular wherever required by the context. 


        10.14.    Successors.    This Trust Agreement shall be binding on all persons entitled to payments hereunder and their
respective heirs and legal representatives, and on ATK, the Trustee, and their respective successors. 


        10.15.    Severability.    If any provision of this Trust Agreement is held to be illegal or invalid, such illegality
or invalidity shall not affect the remaining provisions of this Trust Agreement which shall be construed and enforced as if such illegal or invalid provisions had never been inserted herein. 


        10.16.    Applicable Law.    To the extent not preempted by the laws of the United States, the Trust shall be governed
by the laws of the State of Minnesota and the Trust Agreement shall be operated and construed in accordance with such laws. 


19





 



        IN
WITNESS WHEREOF, Alliant Techsystems Inc. and U.S. Bank National Association have caused this Trust Agreement to be signed by their duly authorized representatives, and have
caused their respective seals to be hereunto affixed, as of the day and year first above written. 



	 	 	ALLIANT TECHSYSTEMS INC.
	

 	
 	

By:	
 	

/s/  ROBERT J. MCREAVY      

	

 	
 	

 	
 	

Its:	
 	
Treasurer

	

 	
 	

U.S. BANK NATIONAL ASSOCIATION, as Trustee
	

 	
 	

By:	
 	

/s/  DALE M. SCHUMACHER      

	

 	
 	

 	
 	

Its:	
 	
Vice President





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QuickLinks



Exhibit 10.9.2


TRUST AGREEMENT FOR ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN



TRUST AGREEMENT FOR ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

SECTION 1 DEFINITIONS

SECTION 2 ESTABLISHMENT OF THE TRUST

SECTION 3 CONTRIBUTIONS



SECTION 4 ACCOUNTING AND ADMINISTRATION

SECTION 5 INVESTMENTS


SECTION 6 PAYMENTS FROM THE TRUST

SECTION 7 PAYMENTS ON INSOLVENCY OF THE EMPLOYERS

SECTION 8 RESIGNATION OR REMOVAL OF TRUSTEE


SECTION 9 AMENDMENT AND TERMINATION OF TRUST

SECTION 10 GENERAL PROVISIONS