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FOURTH AMENDMENT TO
ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN

WHEREAS, Alion Science and Technology Corporation (the Company)
maintains an Employee Ownership, Savings and Investment Plan for the benefit of
its Employees and the Employees of any other Adopting Employer, which Plan was
last amended and restated as of December 19, 2001 (the Plan); and

WHEREAS, under Section 15.1 of the Plan, the Company reserved the right to
amend the Plan at any time, in whole or in part, by action of its Board of
Directors; and

WHEREAS, the Board of Directors of the Company, pursuant to Section 15.1
of the Plan, has delegated authority to amend the Plan to the undersigned
officer, provided he determines that the amendment would not materially
increase costs of the Plan to the Company or any Adopting Employer; and

WHEREAS, the Plan has been amended three times to date; and

WHEREAS, the undersigned officer has determined that this Fourth Amendment
would not materially increase costs of the Plan to the Company or any Adopting
Employer;

NOW, THEREFORE, pursuant to the powers of amendment reserved under Section
15.1 of the Plan, the Plan is hereby amended by the Company, effective October
1, 2002, as follows:

ARTICLE IX

Section 9.2(c)  Amended by striking the first two lines thereof, If the value
of the nonforfeitable portion of the Participants Account exceeds the maximum
amount prescribed in Section 411(a)(11) of the Code, then, and by capitalizing
the letter P in the next word payment.

Section 9.3(d)  Amended by deleting it in its entirety.

Section 9.4  Amended by striking the second sentence thereof and substituting
in lieu thereof the following:

In valuing a Participants ESOP Accounts or Common Stock, the
most recent valuation reflecting Current Market Value coinciding
with or preceding the distribution (or anniversary thereof for
installments) shall be used; provided, however, that the ESOP
Committee may order an interim





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valuation performed as of any date (including retroactively),
which valuation shall be used.

Section 9.7(b)(2)  Amended by adding at the end thereof the following new
sentence:

The ESOP Committee shall separately account for such amounts
first from a Participants Non-ESOP Accounts, and then from a
Participants ESOP Accounts.

ARTICLE X

Section 10.6  As amended, further amended by striking the last sentence
thereof.

Section 10.9  Amended by striking the section in its entirety and substituting
in lieu thereof the following:

In the event that a loan remains outstanding upon the
Severance from Service of a Participant, the Participant will be
given the option of repaying the outstanding loan in full within
ninety (90) days after the Participants Severance from Service
Date if he does not withdraw the Account. If the outstanding loan
is not repaid in full within ninety (90) days after the
Participants Severance from Service Date, the amount of any
unpaid principal and interest will be deducted from the
Participants Available Loan Amount Account and reported as a
distribution. If, as a result of layoff or Authorized Leave of
Absence, a Participant, although still in a Period of Service, is
not being compensated through the Employers payroll system, loan
payments will be suspended until the earliest of the first pay
date after the Participant returns to active employment with the
Employer, the Participants Severance from Service Date, or the
expiration of twelve (12) months from the date of the suspension.
In the event the Participant does not return to active employment
with the Employer, the Participant will be given the option of
repaying the outstanding loan in full within ninety (90) days
after the end of such repayment suspension period if he does not
withdraw the Account. If the outstanding loan is not repaid in
full within the ninety (90) days after the end of such repayment
suspension period, the amount of any unpaid principal and interest
will be deducted from the Participants Available Loan Amount
Account and reported as a distribution. If a Participant, who is
still in a Period of Service and is being compensated through the
Employers payroll system, has loan repayments suspended for more
than ninety (90) days pursuant to an order issued in a bankruptcy
proceeding, the amount of any unpaid principal will be deducted
from the Participants Available Loan Amount Account and reported
as a distribution. In no event, however, shall the portion of a
loan attributable to a Participants Elective Deferral Account be
deducted earlier than the date on which the





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Participant (i) incurs a Severance from Service, or (ii)
attains age fifty-nine and one-half (59 1/2).

Amended by adding the following new
Section 10.10 as follows:

Section 10.10 Effectof Loan
ProcedureonARTICLE X

Notwithstanding anything else contained in the other
sections of this ARTICLE, the written loan policy adopted by the
ESOP Committee that complies with the applicable rules under the
Code and ERISA may alter any provision in this ARTICLE.

In General

Any provision of the amended and restated Plan, as amended,
inconsistent with the foregoing changes is hereby amended to be
consistent herewith.

IN WITNESS WHEREOF, Alion Science and Technology Corporation has caused
this Fourth Amendment to the Plan to be executed on its behalf by its duly
authorized officer on this 18th day of June, 2003.

ALION SCIENCE AND TECHNOLOGY
CORPORATIONBy:
    
    /s/ Bahman AtefiTitle:
    
    Chairman & CEO(Seal)