Exhibit 10.1


 


 


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


 


 


As
Amended and Restated Effective January 1, 2005


 


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Purposes of Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2.

  	
  History

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3.

  	
  Adoption of Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  PLAN NAME

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  PARTICIPATING EMPLOYEES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Participating Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2.

  	
  Applicable Pension
  Plans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3.

  	
  Overriding Exclusion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  BENEFITS PAYABLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Benefit for
  Participating Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1.1.

  	
  Amount of Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1.2.

  	
  Form of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2.

  	
  Benefit to
  Beneficiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.2.1.

  	
  Amount of Benefit

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.2.2.

  	
  Form of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3.

  	
  Payment Subsequent to a
  Change of Control

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4.

  	
  Special Rule for CECP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5.

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6.

  	
  General Distribution
  Rules

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.6.1.

  	
  Section 162(m)
  Determination

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.6.2.

  	
  Exception for Small
  Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


i





















 


	
  SECTION 5

  	
  FUNDING

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Funding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  GENERAL MATTERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Amendment and
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2.

  	
  Limited Benefits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3.

  	
  Spendthrift Provision

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4.

  	
  Errors in Computations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.5.

  	
  Correction of Errors

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  FORFEITURE OF BENEFITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  DETERMINATIONS AND CLAIMS PROCEDURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Determinations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2.

  	
  Claims Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.2.1.

  	
  Original Claim

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.2.2.

  	
  Review of Denied Claim

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.2.3.

  	
  General Rules

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3.

  	
  Limitations and
  Exhaustion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.3.1.

  	
  Limitations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.3.2.

  	
  Exhaustion Required

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  PLAN ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Officers

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Chief Executive Oficer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3.

  	
  PRC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4.

  	
  Delegation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5.

  	
  Conflict of Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6.

  	
  Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7.

  	
  Service of Process

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.8.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.9.

  	
  Tax Withholding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.10.

  	
  Certifications

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


ii





















 


	
   

  	
  9.11.

  	
  Rules and Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2.

  	
  ERISA Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.3.

  	
  IRC Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.4.

  	
  Effect on Other Plans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.5.

  	
  Disqualification

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.6.

  	
  Rules of Document
  Construction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.7.

  	
  References to Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.8.

  	
  Effect on Employment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.9.

  	
  Choice of Law

  	
   

  



 


	
  APPENDIX A

  	
  ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE
  RETIREMENT PLAN FOR CECP PARTICIPANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX B

  	
  ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE
  RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX C

  	
  ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX D

  	
  CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE
  RETIREMENT PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX E

  	
  INDIVIDUAL EMPLOYMENT AGREEMENTS

  	
   

  



 


iii





















 


SECTION 1


 


INTRODUCTION


 


1.1.          Purposes
of Plan.  The purposes of the
Alliant Techsystems Inc. Supplemental Executive Retirement Plan are:  (1) to restore the benefit amounts that would
be payable to select participants in certain tax-qualified defined
benefit pension plans sponsored by Alliant Techsystems Inc. (“Alliant”) as
described in Section 3.2 hereof (the “Pension Plans”) absent the limitations in
sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended
(the “Code”) and absent a participant’s election to voluntarily defer
compensation, (2) to pay frozen benefits under certain frozen plans as
described in Appendix B, Appendix C and Appendix D, and (3) in certain cases,
to provide additional benefits pursuant to employment agreements or other
similar agreements between Alliant and employees who are members of a select
group of management or highly compensated employees as described in Appendix E.


 


1.2.          History.  Alliant has heretofore adopted tax-qualified
defined benefit Pension Plans called: 
“ALLIANT TECHSYSTEMS INC. PENSION AND RETIREMENT PLAN,” “ALLIANT
TECHSYSTEMS INC. RETIREMENT INCOME PLAN (GOCO),” “ALLIANT LAKE CITY RETIREMENT
PLAN” and the “THIOKOL PROPULSION PENSION PLAN” (the “Pension Plans”) for the
purpose of providing retirement benefits to certain of its employees and
employees of certain affiliates.  The
Pension Plans are subject to the Employee Retirement Income Security Act of
1974, as amended, (“ERISA”) and are intended to qualify under section 401(a) of
the Code.  By operation of section 401(a)
of the Code, benefits under the Pension Plans are restricted so that they do
not exceed maximum benefits allowed under section 415 of the Code.  In addition, the maximum amount of annual
compensation which may be taken into account for any plan participant may not
exceed a fixed dollar amount which is established under section 401(a)(17) of
the Code.


 


In 1990,
Alliant was spun-off from Honeywell Inc. and, in connection therewith,
established the Alliant Techsystems Inc. Retirement Plan as a “spin-off”
from the Honeywell Inc. Retirement Benefit Plan.  Effective September 28, 1990, for the purpose
of paying the benefits Participating Employees would have been entitled to if
Code section 415 and Code section 401(a)(17) limitations were not in effect
and, also, to pay certain employees transferred from Honeywell Inc. benefits
already accrued under the nonqualified plans sponsored by Honeywell Inc.,
Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY
RETIREMENT PLAN (SRP)” by adoption of a document entitled the “Honeywell
Supplementary Retirement Plan (SRP)”, and a plan known as the “ALLIANT
TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR COMPENSATION IN
EXCESS OF $200,000 ($200K SERP)” by adoption of a document entitled the
“Honeywell Supplementary Executive Retirement Plan for Compensation in Excess of
$200,000 ($200K SERP) (Amended through April 17, 1990)”.  In addition, Alliant adopted a plan known as
the 


 


1





















 


“ALLIANT
TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS”
by adoption of a document entitled the “Honeywell Supplementary Executive
Retirement Plan for CECP Participants (Amended Through April 17, 1990)” as a
frozen plan with benefits only for certain employees acquired from Honeywell
Inc. who were participants in the Plan while employed by Honeywell Inc.  Alliant also adopted a plan known as the
“ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS
IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986” by adoption of a document
entitled the “Honeywell Supplementary Executive Retirement Plan for Benefits in
Excess of Limits under Tax Reform Act of 1986” as a frozen plan with benefits
only for certain employees acquired from Honeywell Inc. who were participants
in the Plan while employed by Honeywell Inc.


 


Pursuant
to the subsequent acquisition of certain assets, employees and pension plan
assets and obligations from Hercules Incorporated (the “Hercules Acquisition”),
effective March 15, 1995, Alliant adopted a plan known as the “ALLIANT
TECHSYSTEMS INC. AEROSPACE PENSION RESTORATION PLAN” by adoption of the portion
of a document entitled the “Hercules Employee Pension Restoration Plan
Effective October 1, 1990” that provides benefits based on the Hercules
Incorporated Retirement Income Plan and its successor plans, including the
Hercules Incorporated Retirement Income Plan (Government-Owned,
Corporation-Operated) and the Hercules Incorporated Pension Plan.


 


Alliant
also adopted, pursuant to the Hercules Acquisition, the ALLIANT TECHSYSTEMS
INC. DEFERRED COMPENSATION PLAN (a plan which is memorialized in a document
entitled the “Hercules Deferred Compensation Plan”) as a frozen plan with
frozen benefits for certain employees acquired from Hercules Incorporated.


 


Effective
September 1, 1999, Alliant adopted a nonqualified deferred compensation plan
known as the “ALLIANT TECHSYSTEMS INC. MANAGEMENT DEFERRED COMPENSATION PLAN”
which provides that certain employees can voluntarily defer compensation
pursuant to a prior irrevocable agreement. 
Effective as of January 1, 2003, Alliant amended and restated its
nonqualified deferred compensation plan by the adoption of a document entitled
“ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN.”


 


Pursuant
to the acquisition of certain assets, employees and pension plan assets and
obligations from Alcoa, Inc. (the “Thiokol Acquisition”), Alliant adopted a
plan known as the THIOKOL CORPORATION EXCESS PENSION PLAN (a plan which is
memorialized in a document entitled “Thiokol Corporation Excess Pension Plan (Restated
Effective October 1, 1990)”) that provides benefits based on the Thiokol
Propulsion Pension Plan for certain Thiokol Propulsion employees acquired from
Alcoa, Inc.  The Thiokol Corporation
Excess Pension Plan shall be merged with and into this Alliant Techsystems Inc.
Supplemental Executive Pension Plan effective January 1, 2003.


 


2





















 


Alliant
also adopted, pursuant to the Thiokol Acquisition, the CORDANT TECHNOLOGIES
INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (a plan which is memorialized in a
document entitled “CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN Amended and Restated Effective July 22, 1999”), as a frozen plan with
frozen benefits for certain employees acquired from Alcoa, Inc.  The Cordant Technologies Inc. Supplemental
Executive Retirement Plan was merged with and into this Alliant
Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.


 


1.3.          Adoption
of Plan.  Effective January 1, 2003, Alliant
adopted
this document entitled “ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN” as a complete amendment and restatement of the Alliant
Techsystems Inc. Supplementary Retirement Plan, the Alliant Techsystems Inc.
Supplementary Executive Retirement Plan for Compensation in Excess of $200,000,
the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP
Participants, the Alliant Techsystems Inc. Supplementary Executive Retirement
Plan for Benefits in Excess of Limits under Tax Reform Act of 1986, the Alliant
Techsystems Inc. Aerospace Pension Restoration Plan, the Alliant Techsystems
Inc. Deferred Compensation Plan, the Thiokol Corporation Excess Pension Plan
and the Cordant Technologies Inc. Supplemental Executive Retirement Plan for
employees who retire, die or otherwise terminate employment on or after January
1, 2003.


 


The
Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP
Participants is attached as Appendix A and incorporated herein for purposes of
paying the benefits due thereunder, effective January 1, 2003.  It applies only to those Participating
Employees who were participants in the Honeywell Inc. CECP Plan and who are
entitled to a “grandfathered” benefit under the Alliant Techsystems Inc.
Retirement Plan.


 


The
Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits
in Excess of Limits under Tax Reform Act of 1986 is attached as Appendix B and
incorporated herein for purposes of paying the benefits due thereunder, effective
January 1, 2003.  It applies only to
those Participating Employees who were participants in such plan and who are
entitled to a “grandfathered” benefit under Alliant Techsystems Inc. Retirement
Plan.


 


The
Alliant Techsystems Inc. Deferred Compensation Plan is attached as Appendix C
and incorporated herein for purposes of paying frozen benefits for certain
employees acquired from Hercules Incorporated.


 


The
Cordant Technologies Supplemental Executive Retirement Plan is attached as
Appendix D and incorporated herein for purposes of paying any benefit
obligations acquired under that plan, which will be paid hereunder.


 


This Plan is
amended and restated effective January 1, 2005 to comply with section 409A of
the Code, and to add certain benefits/distribution options for persons in
Schedules 1 and 2.


 


3





















 


SECTION 2


 


PLAN NAME


 


This plan
shall be referred to as the ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (the “Plan”).


 


SECTION 3


 


PARTICIPATING EMPLOYEES


 


3.1.          Participating
Employees.  The individuals eligible to
participate in and receive benefits under the Plan (“Participating Employees”)
are those employees of Alliant Techsystems Inc. and its affiliates:


 


	
   

  	
  (a)

  	
  who are participants in the Alliant Techsystems Inc.
  Nonqualified Deferred Compensation Plan or any other nonqualified deferred
  compensation plan maintained by Alliant and its affiliates; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  whose individual employment agreement or other separate
  written agreement between Alliant (or an affiliate of Alliant) and such
  employee specifies that such employee is eligible to receive benefits under
  this Plan; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  who are Participants in one of the Pension Plans (as
  described in Section 3.2 below) and (i) who are actively employed by Alliant
  Techsystems Inc. or its affiliates or on approved leave of absence, and (ii)
  whose benefits under the applicable Pension Plan would be greater if computed
  without regard to the limits imposed under Code sections 401(a)(17) and 415;
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  who are affirmatively selected for participation in this
  Plan by the Chief Executive Officer (“CEO”) of Alliant (or any person
  authorized to act on behalf of the CEO by the Board of Directors of Alliant
  Techsystems Inc. (the “Board of Directors”) and, for a Section 16 Officer, by
  the Personnel and Compensation Committee of the Board of Directors).

  



 


4





















 


For
purposes of this Plan, a Section 16 Officer is an officer of Alliant (or an
affiliate of Alliant) who is subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended. 
Notwithstanding anything apparently to the contrary contained in this
Plan, the Plan shall be construed and administered to prevent the duplication
of benefits provided under this Plan and any other qualified or nonqualified
plan maintained in whole or in part by Alliant or any predecessor, successor or
affiliate.


 


3.2.          Applicable Pension Plans.  For purposes of this Plan, the
“Pension Plans” are:


 


	
   

  	
  (a)

  	
  Alliant Techsystems Inc. Pension and Retirement Plan,
  including the benefit structures under such plan known as the Alliant
  Techsystems Inc. Retirement Plan, the Alliant Techsystems Inc. Aerospace
  Pension Plan, the ATK SEG Retirement Plan and the Federal Cartridge Company
  Pension Plan and the ATK Pension Equity Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Alliant Techsystems Inc. Retirement Income Plan (GOCO),
  including the benefit structure known as the ATK Pension Equity Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Alliant Lake City Retirement Plan; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Thiokol Propulsion Pension Plan, including the benefit
  structure known as the ATK Pension Equity Plan.

  



 


3.3.          Overriding
Exclusion.  Notwithstanding anything
apparently to the contrary in this Plan or in any written communication,
summary, resolution or document or oral communication, no individual shall be a
Participating Employee in this Plan, develop benefits under this Plan or be
entitled to receive benefits under this Plan (either for the employee or his or
her survivors) unless such individual is a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA).  If a court of competent
jurisdiction, any representative of the U.S. Department of Labor or any other
governmental, regulatory or similar body makes any direct or indirect, formal
or informal, determination that an individual is not a member of a select group
of management or highly compensated employees (as that expression is used in ERISA),
such individual shall not be (and shall not have ever been) a Participating
Employee in this Plan at any time.  If
any person not so defined has been erroneously treated as a Participating
Employee in this Plan, upon discovery of such error such person’s erroneous
participation shall immediately terminate ab
initio and upon demand such person shall be obligated to reimburse
Alliant for all amounts erroneously paid to him or her.


 


5





















 


SECTION 4


 


BENEFITS PAYABLE


 


4.1.          Benefit for Participating Employees


 


4.1.1.       Amount of Benefit.  This Plan shall pay to
Participating Employees the excess, if any, of


 


	
  (a)

  	
  the amount that would have been payable under the
  applicable Pension Plan if such benefit had been determined:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  without regard to the benefit limitations under section
  415 of the Code, and

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  without regard to compensation limitation of section
  401(a)(17) of the Code, and

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  by including in Recognized Compensation, Earnings and
  Final Average Earnings (as defined under the applicable Pension Plan) amounts
  not otherwise included because they were deferred at the election of the
  Participating Employee under the Alliant Techsystems Inc. Nonqualified Deferred
  Compensation Plan or any other nonqualified deferred compensation plan at the
  time or times when they would have been included but for such election to
  defer; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  as adjusted pursuant to the terms of any employment
  agreement or any separate written agreement between Alliant (or an affiliate
  of Alliant) and the Participating Employee; minus

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  the amount actually paid from the applicable
  Pension Plan.

  



 


Notwithstanding
anything to the contrary in the Plan, if the Participating Employee is a
Participant in the Alliant Techsystems Inc. Pension and Retirement Plan under
the benefit structure formerly known as the ATK SEG Retirement Plan or the
Federal Cartridge Company Pension Plan, any service of such Participating
Employee before December 7, 2001, shall be disregarded for benefit accrual
purposes in determining any excess benefit provided under this Plan.


 


Notwithstanding
anything to the contrary in the Plan, this Plan shall pay to Participating
Employees identified on Schedule 1 attached to the Plan who terminate
employment at or after age 55 the greater of (i) the amount determined under
this Section 4.1.1 or (ii) the amount determined under this Section 4.1.1 as if
the applicable Pension Plan were the benefit structure 


 


6





















 


known as the
Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc.
Pension and Retirement Plan.


 


4.1.2.       Form of Payment.


 


	
   

  	
  (a)

  	
  Except
  as otherwise provided in this Section 4.1.2, for any Participating Employee
  who terminates employment and receives or begins to receive benefits under
  the applicable Pension Plan on or before December 31, 2006, the benefit under
  this Plan (minus any withholding and
  payroll taxes which must be deducted therefrom) shall be paid to the
  Participating Employee in the same manner, at the same time, for the same
  duration and in the same form as if such benefit has been paid directly from
  the applicable Pension Plan. All elections and optional forms of settlement
  in effect and all other rules governing the payment of benefits under the
  applicable Pension Plan shall, to the extent practicable, be given effect
  under this Plan so that the Participating Employee will receive from a
  combination of the applicable Pension Plan and this Plan the same benefit
  (minus the withholding, payroll and other taxes which must be deducted
  therefrom) which would have been received under the applicable Pension Plan
  if this Plan benefit had been paid from the applicable Pension Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The
  provisions of subsection (a) of this Section 4.1.2 shall apply to any
  Participating Employee who terminated employment before January 1, 2005 and
  accrued no benefit under this Plan after December 31, 2004, but who does not
  receive or begin to receive benefits under the applicable Pension Plan on or
  before December 31, 2006.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Each
  Participating Employee identified on Schedule 2 attached to this Plan shall
  be permitted to elect on or before December 31, 2005 to receive benefits
  under this Plan in the form of a lump sum or any other form of payment
  available under the applicable Pension Plan. Lump sum payments shall be
  calculated as of the first day of the month following termination of
  employment, using the interest rate and mortality table described in section
  417(e) of the Code, as in effect under the Pension Plan on the first day of
  the month following termination of employment. Such payment shall be or begin
  to be made on the first day of the seventh month following the month in which
  the Participating Employee terminates employment if the Participating
  Employee is a “key employee,” within the meaning of section 416(i) of the
  Code (disregarding section 416(i)(5)), or on the first day of the first month
  following termination of employment if the Participating Employee is not such
  a “key employee.” Lump sum payments to “key employees” shall be credited with
  simple interest from the first day of the month following termination of
  employment to the date 

  



 


7





















 


	
   

  	
   

  	
  of
  payment at the interest rate described in section 417(e) of the Code, as in
  effect under the Pension Plan on the first day of the month following
  termination of employment. In the case of payments in a form other than a
  lump sum, the first such payment to a Participating Employee who is a “key
  employee” shall include the amounts of the monthly payments for the preceding
  six months. If a Participating Employee identified in Schedule 2 elects a
  joint and survivor annuity, and the Participating Employee’s joint annuitant
  dies before payments begin, amounts otherwise payable as a joint and survivor
  annuity shall be paid in the form of a single life annuity.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Each
  Participating Employee not described in subsections (a), (b) or (c) of this
  Section 4.1.2, who terminates employment on or before December 31, 2006,
  shall receive payment of benefits under this Plan in the form of a lump sum
  on the later of (i) the earliest date after January 1, 2007 on which payment
  is administratively practicable, or (ii) the first day of the seventh month
  following termination of employment. Lump sum payments shall be calculated as
  of January 1, 2007, using the mortality table described in section 417(e) of
  the Code and an interest rate that is the greater of 6% or the rate described
  in section 417(e) of the Code, as in effect under the Pension Plan on that
  date. Lump sum payments made after January 31, 2007 shall be credited with
  simple interest for the period from January 1, 2007 until the date of payment
  at a rate equal to the greater of 6% or the rate described in section 417(e)
  of the Code, as in effect under the Pension Plan on January 1, 2007.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Each
  Participating Employee not described in subsections (a), (b), (c), or (d) of
  this Section 4.1.2 shall receive payment of benefits under this Plan in the
  form of a lump sum on the later of (i) the first day of the seventh month
  following the month in which the Participating Employee terminates employment
  or (ii) January 31 of the calendar year following the calendar year in which
  the Participating Employee terminates employment. All lump sum amounts paid
  under this Subsection (e) shall be determined as of the date of termination
  of employment, based on the mortality table described in section 417(e) of
  the Code and an interest rate that is the greater of 6% or the interest rate
  described in section 417(e) of the Code (as in effect under the Pension Plan
  on the first day of the month following termination of employment), except
  that lump sums for Participating Employees covered by the benefit structures
  known as the Alliant Techsystems Inc. Retirement Plan or the Alliant
  Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc.
  Pension and Retirement Plan shall be their Account Balances (as that term is
  defined under those benefit structures, respectively). Simple interest will
  be 

  



 


8





















 


	
   

  	
   

  	
  credited
  for the period from the first day of the month following termination of
  employment until the date of payment, at a rate equal to the greater of 6% or
  the rate described in section 417(e) of the Code, as in effect under the
  Pension Plan on the first day of the month following termination of
  employment.

  



 


4.2.          Benefit
to Beneficiaries.


 


4.2.1.       Amount of Benefit.  Unless the Participating Employee (i) is
identified on Schedule 2 attached to this Plan and has received or begun to
receive his or her benefits under this Plan prior to death, or (ii) has
received a lump sum under Section 4.1 hereof, there shall be paid under this
Plan to the surviving spouse or other joint or contingent annuitant or
beneficiary the excess, if any, of


 


	
  (a)

  	
  the amount which would have been payable under the
  applicable Pension Plan if such benefit had been determined:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  without regard to the benefit limitations of section 415
  of the Code, and

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  without regard to compensation limitation of section
  401(a)(17) of the Code, and

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  by including in Recognized Compensation, Earnings and Final
  Average Earnings (as defined under the applicable Pension Plan) amounts not
  otherwise included because they were deferred at the election of the
  Participating Employee under the Alliant Techsystems Inc. Nonqualified
  Deferred Compensation Plan or any other nonqualified deferred compensation
  plan at the time or times when they would have been included but for such
  election to defer; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  as adjusted pursuant to the terms of any employment
  agreement or any separate written agreement between Alliant and the
  Participating Employee; minus

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  the amount actually paid from the applicable Pension Plan.

  



 


4.2.2.       Form of Payment.  Except as may be specifically
provided in this Plan, this benefit (minus any withholding and payroll taxes which
must be deducted therefrom) shall be paid to such person in the same manner, at
the same time, for the same duration and in the same form as if such benefit
has been paid directly from the applicable Pension Plan.  All elections and optional forms of settlement
in effect and all other rules governing the payment of benefits under the
applicable Pension Plan shall, to the extent practicable, be given effect under



 


9





















 


this Plan so that such person will receive from a
combination of the applicable Pension Plan and this Plan the same benefit
(minus the withholding, payroll and other taxes which must be deducted
therefrom) if this Plan benefit had been paid from the applicable Pension Plan.  Notwithstanding the foregoing provisions of
this Section 4.2.2, in the event of the death of any Participating Employee who
(i) is not described in subsections (a), (b), or (c) of Section 4.1.2 or (ii)
is described in subsection (c) of Section 4.1.2 but dies before payment under
this Plan has been made or begun, payment of any benefits under this Section
4.2 shall be made in a lump sum, determined in accordance with Section 4.1.2(d)
or (e), as applicable, as soon as administratively practicable after the
Participating Employee’s death.


 


4.3.          Payment
Subsequent to a Change of Control.  Notwithstanding any Plan provision
to the contrary, if subsequent to a Change of Control (as defined in the
applicable Pension Plan), a Participating Employee’s termination of employment
is a Qualifying Termination (as defined below), the present value of the
benefits payable pursuant to Section 4.1 utilizing the actuarial assumptions,
factors and methods in effect for the applicable Pension Plan for funding
purposes immediately prior to the Change of Control shall be paid as a lump sum
cash payment to the Participating Employee, determined in accordance with
Section 4.1.2(e), on the later of (i) the first day of the seventh month
following the month in which employment terminates or (ii) January 31 of the
calendar year following the calendar year in which employment terminates.


 


For purposes of this Section 4.3, a “Qualifying Termination”
means the occurrence of one of the following events within three (3) years
after the Change of Control and on or before December 31, 2006:


 


	
  (a)

  	
  a termination of employment of a Participating Employee
  for any reason other than Cause (as defined below), retirement or Disability
  (as defined by the applicable Pension Plan); or

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  the voluntary termination of a Participating Employee for
  one or more of the following reasons:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Salary reduction below rates in effect immediately prior
  to the Change of Control;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Bonus reduction below the greater of target as in effect
  immediately prior to the Change of Control or the average of the past three
  (3) years;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Long-term incentive opportunity reduction, below the
  economic value of all annual awards granted under the policies in effect
  prior the Change of Control;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Welfare benefits or retirement program reduction, unless
  the program applies to all exempt employees and is terminated by 

  



 


10





















 


	
   

  	
   

  	
  Alliant in its entirety or a materially comparable
  substitute plan is made available;

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  Change in work location of 50 miles or greater, unless
  consented to by the Participating Employee or permitted by an employment
  agreement;

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Reduction in title or responsibilities; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  Failure by Alliant to obtain the assumption of the Plan
  from a successor;

  
	
   

  	
   

  	
   

  
	
   

  	
  provided;
  however, such termination shall not be deemed a Qualifying Termination unless
  Alliant receives written notice from the Participating Employee within 60
  days after the occurrence of such events and Alliant does not cure the stated
  reason within 30 days.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Termination by Alliant within one year after a Change
  Event if it can be demonstrated that the termination was at the request of a
  third party that had entered into negotiations or an agreement with Alliant
  with respect to a subsequent Change of Control or was otherwise in connection
  with such Change of Control. For purposes of this Section 4.3, a “Change
  Event” is determined to occur upon one or more of the following events:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  acquisition by an individual, entity or group of 15% or
  more of Alliant’s stock (excluding a sale or issuance by Alliant or where the
  acquisition is made from five or fewer shareholders in a transaction approved
  in advance by the Board of Directors).

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  the public announcement of the intention to acquire
  Alliant through a tender offer, exchange offer or other unsolicited proposal.

  



 


Termination
due to retirement, death or Disability does not constitute a Qualifying
Termination.


 


For purposes of this Section 4.3, “Cause” is defined as:


 


	
  (a)

  	
  Conviction of a felony or guilty or nolo contendere plea
  in connection therewith) involving a sentence of incarceration of at least
  three (3) months, provided such felony relates to Alliant’s business or
  activities engaged in while on Alliant’s premises or in connection with
  Alliant’s business; or

  



 


11





















 


	
  (b)

  	
  Board determination of a material breach of duties and
  responsibilities, subject to a thirty-day cure period.

  



 


 


4.4.          Special
Rule for CECP.  This Plan shall pay to
Participating Employees who are also entitled to benefits under the Alliant
Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants
(see Appendix A) the excess, if any, of:


 


	
   

  	
  (i)

  	
  the amount that would have been payable under the
  applicable Pension Plan if such benefit had been determined without regard to
  the benefit limitations under section 415 of the Code and without regard to
  compensation limitation of section 401(a)(17) of the Code plus, if
  applicable, the amount that would have been payable if the amount of any
  deferred incentive award in the year in which the award would otherwise have
  been paid by the Honeywell Inc. Corporate Executive Compensation Plan would
  have been included under the definition of “Earnings” for purposes of
  arriving at “Final Average Earnings,” over

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  the amount actually paid from the applicable Pension Plan
  after taking into account the benefit limitations under section 415 of the
  Code and the compensation limitation of section 401(a)(17) of the Code plus,
  if applicable, the amount actually paid from the Honeywell Inc. Corporate
  Executive Compensation Plan for CECP Participants (Appendix A).

  



 


This
benefit (minus any withholding and payroll taxes which must be deducted
therefrom) shall be paid to the Participating Employee in the same manner, at
the same time, for the same duration and in the same form as if such benefit
has been paid directly from the applicable Pension Plan.  All elections and optional forms of
settlement in effect and all other rules governing the payment of benefits
under the applicable Pension Plan shall, to the extent practicable, be given
effect under this Plan so that the Participating Employee will receive from a
combination of the applicable Pension Plan and this Plan the same benefit
(minus the withholding, payroll and other taxes which must be deducted
therefrom) which would have been received under the applicable Pension Plan if
the limitation on benefits under section 415 of the Code, the compensation
limitation of section 401(a)(17) of the Code and the exclusion from the
definition of “Earnings” of the amount of any deferred incentive award had not
been in effect.


 


4.5.          Vesting.  The benefit of a Participating
Employee under this Plan shall vest when the applicable Pension Plan vests,
including any full (100%) vesting due to a Change in Control (as defined under
the applicable Pension Plan), or, if earlier, pursuant to the terms of any
employment agreement or separate written agreement between Alliant (or an
affiliate of Alliant) and the Participating Employee.


 


12





















 


4.6.          General
Distribution Rules.


 


4.6.1.       Section 162(m) Determination.  If a Participating Employee will
receive a lump sum under the Plan pursuant to Section 4.1 or Section 4.3 and if
the PRC (or, for any Section 16 Officer, the Board of Directors) determines
that delaying the time such payment is made would increase the probability that
such payment would be fully deductible for federal or state income tax
purposes, Alliant may unilaterally delay the time of the making of such payment
or any portion of such payment until the earliest date at which Alliant
reasonably anticipates that the payment will be fully deductible, but not later
than twenty-four (24) months after the date such
payment would otherwise be payable.


 


4.6.2.       Exception for Small Benefits.  Notwithstanding any other
provision of this Plan to the contrary, Alliant shall pay any
benefit which is payable under this Plan to a Participating Employee or a
Beneficiary in a lump sum payment if the present value of the benefit (as
determined under the actuarial factors for the applicable Pension Plan for such
Participating Employee or Beneficiary) is $50,000 or less.


 


SECTION 5


 


FUNDING


 


5.1.          Funding.  Alliant shall be responsible for
paying all benefits due hereunder.  Until
all payments due under Section 4 are paid in full and for the purpose of
facilitating the payment of benefits due under those Sections, Alliant may (but
shall not be required to) establish and maintain a grantor trust pursuant to an
agreement between Alliant and a trustee selected by Alliant; provided, however,
that any such grantor trust must be structured so that it does not result in
any federal income tax consequences to any Participating Employee until such
employee actually receives payments due under Section 4.  Alliant may contribute to a grantor trust
thereby created such amounts as it may from time to time determine.


 


5.2.          Corporate
Obligation.  Neither Alliant’s officers nor any
member of its Board of Directors nor any member of the PRC in any way secures
or guarantees the payment of any benefit or amount which may become due and
payable hereunder to or with respect to any Participating Employee.  Each Participating Employee and other person
entitled at any time to payments hereunder shall look solely to the assets of
Alliant for such payments as an unsecured, general creditor.  After benefits shall have been paid to or
with respect to a Participating Employee and such payment purports to cover in
full the benefit hereunder, such former Participating Employee or other person
or persons, as the case may be, shall have no further right or interest in the
other assets of Alliant in connection with this Plan.  Neither Alliant nor any of its officers nor
any member of its Boards of Directors nor any member of the PRC shall be under
any liability or responsibility for failure to effect any of the objectives or
purposes of the Plan by reason of the insolvency of Alliant.


 


13





















 


SECTION 6


 


GENERAL MATTERS


 


6.1.          Amendment
and Termination.  Alliant reserves the power to
amend or terminate this Plan either prospectively or retroactively or both:


 


	
   

  	
  (a)

  	
  in any respect by resolution of the Board of Directors of
  Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  in any respect by action of the Personnel and Compensation
  Committee of the Board of Directors of Alliant (or any successor committee);
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  in any respect by action of any other committee or person
  determined by the Board of Directors of Alliant;

  



 


at any
time and for any reason deemed sufficient by it without notice to any person
affected by this Plan and may likewise terminate or curtail the benefits of
this Plan both with regard to persons expecting to receive benefits in the
future and persons already receiving benefits at the time of such action;
provided, however, that Alliant may not amend or terminate the Plan with
respect to benefits that have accrued and are vested pursuant to Section 4.3,
the applicable Pension Plan or an individual agreement between Alliant and the
Participating Employee.  No modification
of the terms of this Plan shall be effective unless it is in writing and signed
on behalf of Alliant by a person authorized to execute such writing.  No oral representation concerning the
interpretation or effect of this Plan shall be effective to amend the Plan.


 


6.2.          Limited
Benefits.  This Plan shall not provide any
benefits with respect to any defined contribution plan.


 


6.3.          Spendthrift
Provision.  No Participating Employee,
surviving spouse, joint or contingent annuitant or beneficiary shall have the
power to transmit, assign, alienate, dispose of, pledge or encumber any benefit
payable under this Plan before its actual payment to such person.  The PRC shall not recognize any such effort
to convey any interest under this Plan. 
No benefit payable under this Plan shall be subject to attachment,
garnishment, execution following judgment or other legal process before actual
payment to such person.


 


6.4.          Errors
in Computations.  Alliant shall not be liable or
responsible for any error in the computation of any benefit payable to or with
respect to any Participating Employee resulting from any misstatement of fact
made by the Participating Employee or by or on behalf of any survivor to whom
such benefit shall be payable, directly or indirectly, to Alliant, and used by
Alliant in determining the benefit. 
Alliant shall not be obligated or required to increase the benefit
payable to or with respect to such Participating Employee which, on discovery
of the misstatement, is found to be understated as a result of such
misstatement of the Participating Employee. 
However, the benefit of any Participating Employee which is overstated
by reason of 


 


14





















 


any such
misstatement or any other reason shall be reduced to the amount appropriate in
view of the truth (and to recover any prior overpayment).


 


6.5.          Correction
of Errors.  If any Participating Employee in
any written statement required under the Plan document shall misstate such
Participating Employee’s age or the age of any person upon whose survival the
payment of any benefit in respect of such Participating Employee is contingent
or any other fact the misstatement of which would affect the amount of a
benefit payable hereunder, the accrual of benefits in respect of such
Participating Employee shall not be invalidated, but the amount of the benefit
to be available with respect to such Participating Employee will be adjusted
retroactively to the amount which would have been payable if such fact or facts
had not been misstated.  It is recognized
that errors may occur during the administration of the Plan which may result in
incorrect statement or payment of benefits. 
If an administrative error occurs, the amount of benefits available to
such Participating Employee shall be the correct amount determined under the
Plan document and future benefits to such Participating Employee shall be
adjusted to reflect any prior mistakes under rules adopted by Alliant.  If no further benefits are payable under the
Plan, Alliant will take whatever steps it determines are reasonable to collect
such overpayments on behalf of the Plan. 
In no event will the Plan be liable to pay any greater benefit in
respect of any Participating Employee than that which would have been payable
on the basis of the truth and the provisions of this Plan document.


 


SECTION 7


 


FORFEITURE OF BENEFITS


 


All unpaid
benefits under this Plan shall be permanently forfeited upon the determination
by Alliant that the Participating Employee, either before or after termination
of employment:


 


	
   

  	
  (a)

  	
  engaged in a criminal or fraudulent conduct resulting in
  material harm to Alliant or an affiliate of Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  made an unauthorized disclosure to any competitor of any
  material confidential information, trade information or trade secrets of
  Alliant or an affiliate of Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  provided Alliant or an affiliate of Alliant with
  materially false reports concerning his or her business interests or
  employment; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  made materially false representations which are relied
  upon by Alliant or an affiliate of Alliant in furnishing information to an
  affiliate, partner, shareholders, accountants, auditor, a stock exchange, the
  Securities and Exchange Commission or any regulatory or governmental agency;
  or

  



 


15





















 


	
   

  	
  (e)

  	
  maintained an undisclosed, unauthorized and material
  conflict of interest in the discharge of the duties owed by him or her to
  Alliant or an affiliate of Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  engaged in conduct causing a serious violation of state
  and federal law by Alliant or an affiliate of Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  engaged in theft of assets or funds of Alliant or an
  affiliate of Alliant; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  has been convicted of any crime which directly or
  indirectly arose out of his her employment relationship with Alliant or an
  affiliate of Alliant or materially affected his or her ability to discharge
  the duties of his or her employment with Alliant or an affiliate of Alliant;
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  engaged during his or her employment or within two (2)
  years after termination of employment in any employment with a competitor, or
  engaged in any activity in competition with Alliant, without the consent of
  Alliant.

  



 


SECTION 8


 


DETERMINATIONS AND CLAIMS PROCEDURE


 


8.1.          Determinations.  The Personnel and Compensation
Committee of Alliant Techsystems Inc.’s Board of Directors (the “Committee”)
and the ATK Pension and Retirement Committee (“PRC”) shall make such determinations
as may be required from time to time in the administration of the Plan.  The Committee and the PRC shall have the
final and conclusive discretionary authority and responsibility to interpret
and construe the Plan and to determine all factual and legal questions under
the Plan, including but not limited to the entitlement of Participating
Employees and Beneficiaries, and the amounts of their respective
interests.  Each interested party may act
and rely upon all information reported to them hereunder and need not inquire
into the accuracy thereof, nor be charged with any notice to the contrary.


 


8.2.          Claims
Procedure.  Until modified by the Committee,
the claims procedure set forth in this Section 8 shall be the mandatory claims
and review procedure for the resolution of disputes and disposition of claims
filed under the Plan.


 


8.2.1.       Original Claim.  Any person may, if he or she so
desires, file with the PRC (or in the case of a Section 16 officer, the
Committee) a written claim for benefits under this Plan.  Within ninety (90) days after the filing of
such a claim, the PRC (or the Committee for a Section 16 officer) shall notify
the claimant in writing whether the claim is upheld or denied in whole or in
part or shall furnish the claimant a written notice describing specific special



 


16





















 


circumstances requiring a specified amount of additional
time (but not more than one hundred eighty (180) days from the date the claim
was filed) to reach a decision on the claim. 
If the claim is denied in whole or in part, the PRC (or the Committee
for a Section 16 officer) shall state in writing:


 


	
   

  	
  (a)

  	
  the specific reasons for the denial;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  the specific references to the pertinent provisions of the
  Plan on which the denial is based;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  a description of any additional material or information
  necessary for the claimant to perfect the claim and an explanation of why
  such material or information is necessary; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  an explanation of the claims review procedure set forth in
  this section.

  



 


8.2.2.       Review of Denied Claim.  Within sixty (60) days after
receipt of notice that the claim has been denied in whole or in part, the
claimant may file with the Committee a written request for a review and may, in
conjunction therewith, submit written issues and comments.  Within sixty (60) days after the filing of
such a request for review, the Committee shall notify the claimant in writing whether,
upon review, the claim was upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred
twenty (120) days from the date the request for review was filed) to reach a
decision on the request for review.


 


8.2.3.       General Rules.


 


	
   

  	
  (a)

  	
  No inquiry or question shall be deemed to be a claim or a
  request for a review of a denied claim unless made in accordance with the
  claims procedure. The PRC may require that any claim for benefits and any
  request for a review of a denied claim be filed on forms to be furnished by
  the PRC upon request.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  All decisions on original claims shall be made by the PRC
  (or the Committee for a Section 16 officer) and all decisions on requests for
  a review of denied claims shall be made by the Committee.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  the PRC and the Committee may, in their discretion, hold
  one or more hearings on a claim or a request for a review of a denied claim.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  A claimant may be represented by a lawyer or other
  representative (at the claimant’s own expense), but the PRC and the Committee
  reserves the right to require the claimant to furnish written authorization.
  A claimant’s 

  



 


17





















 


	
   

  	
   

  	
  representative shall be entitled, upon request, to copies
  of all notices given to the claimant.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  The decision of the PRC (or the Committee for a Section 16
  officer) on a claim and a decision of the Committee on a request for a review
  of a denied claim shall be served on the claimant in writing. If a decision
  or notice is not received by a claimant within the time specified, the claim
  or request for a review of a denied claim shall be deemed to have been
  denied.

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Prior to filing a claim or a request for a review of a
  denied claim, the claimant or his or her representative shall have a
  reasonable opportunity to review a copy of the Plan and all other pertinent
  documents in the possession of the PRC and the Committee.

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  The PRC and the Committee may permanently or temporarily
  delegate its responsibilities under this claims procedure to an individual or
  a committee of individuals.

  



 


8.3.          Limitations
and Exhaustion.


 


8.3.1.       Limitations.  No claim shall be considered under
these administrative procedures unless it is filed with the PRC (or the
Committee for a Section 16 officer) within one (1) year after the claimant knew
(or reasonably should have known) of the principal facts on which the claim is
based.  Every untimely claim shall be
denied by the PRC (or the Committee for a Section 16 officer) without regard to
the merits of the claim.  No legal action
(whether arising under section 502 or section 510 of ERISA or under any other
statute or  non-statutory law) may
be brought by any claimant on any matter pertaining to this Plan unless the
legal action is commenced in the proper forum before the earlier of:


 


	
   

  	
  (a)

  	
  two (2) years after the claimant knew (or reasonably
  should have known) of the principal facts on which the claim is based, or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  ninety (90) days after the claimant has exhausted these
  administrative procedures.

  



 


Knowledge
of all facts that a Participating Employee knew (or reasonably should have
known) shall be imputed to each claimant who is or claims to be a Beneficiary
of the Participating Employee (or otherwise claims to derive an entitlement by
reference to a Participating Employee) for the purpose of applying the one (1)
year and two (2) year periods.


 


8.3.2.       Exhaustion Required.  The exhaustion of these
administrative procedures is mandatory for resolving every claim and dispute
arising under this Plan.  As to such
claims and disputes:


 


18





















 


	
   

  	
  (a)

  	
  no claimant shall be permitted to commence any legal
  action relating to any such claim or dispute (whether arising under section
  502 or section 510 of ERISA or under any other statute or non-statutory
  law) unless a timely claim has been filed under these administrative
  procedures and these administrative procedures have been exhausted; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  in any such legal action all explicit and implicit
  determinations by the PRC and the Committee (including, but not limited to,
  determinations as to whether the claim was timely filed) shall be afforded
  the maximum deference permitted by law.

  



 


SECTION 9


 


PLAN ADMINISTRATION


 


9.1.          Except as otherwise provided herein, functions generally assigned to
Alliant shall be discharged by the Committee or delegated and allocated as
provided herein.


 


9.2.          Senior Vice President of Human Resources. The most senior executive
responsible for the human resources function (“Senior Vice President of Human
Resources”) shall:


 


	
   

  	
  (a)

  	
  keep all books of account, records and other data as may
  be necessary for the proper administration of the Plan; notify Alliant of any
  action taken by the PRC and, when required, notify any other interested
  person or persons;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  determine from the records of Alliant the compensation,
  status and other facts regarding Participating Employees and other employees;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  prescribe forms to be used for distributions,
  notifications, etc., as may be required in the administration of the Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  set up such rules, applicable to all Participating
  Employees similarly situated, as are deemed necessary to carry out the terms
  of this Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  perform all other acts reasonably necessary for
  administering the Plan and carrying out the provisions of this Plan and
  performing the duties imposed on it by the Board of Directors;

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  resolve all questions of administration of the Plan not
  specifically referred to in this section; and

  



 


19





















 


	
   

  	
  (g)

  	
  delegate or redelegate to one or more persons, jointly or
  severally, such functions assigned to the Senior Vice President of Human
  Resources hereunder as it may from time to time deem advisable.

  



 


9.3.          PRC.  If there shall at any time be three (3) or
more members of the PRC serving hereunder who are qualified to perform a
particular act, the same may be performed, on behalf of all, by a majority of
those qualified, with or without the concurrence of the minority.  No person who failed to join or concur in such
act shall be held liable for the consequences thereof, except to the extent
that liability is imposed under ERISA.


 


9.4.          Delegation.  The Committee and the members of
the Committee and PRC shall not be liable for an act or omission of another
person with regard to a responsibility that has been allocated to or delegated
to such other person pursuant to the terms of the Plan or pursuant to
procedures set forth in the Plan Statement.


 


9.5.          Conflict
of Interest.  If any individual to whom
authority has been delegated or redelegated hereunder shall also be a
Participating Employee in this Plan, such Participating Employee shall have no
authority with respect to any matter specially affecting such Participating
Employee’s individual rights hereunder or the interest of a person superior to
him or her in the organization (as distinguished from the rights of all
Participating Employees and Beneficiaries or a broad class of Participating
Employees and Beneficiaries), all such authority being reserved exclusively to
other individuals as the case may be, to the exclusion of such Participating
Employee, and such Participating Employee shall act only in such Participating
Employee’s individual capacity in connection with any such matter.


 


9.6.          Administrator.  Alliant shall be the administrator
for purposes of section 3(16)(A) of ERISA.


 


9.7.          Service
of Process.  In the absence of any designation
to the contrary by the PRC, the General Counsel of Alliant is designated as the
appropriate and exclusive agent for the receipt of process directed to this
Plan in any legal proceeding, including arbitration, involving this Plan.


 


9.8.          Expenses.  All expenses of administering this
Plan shall be borne by Alliant.


 


9.9.          Tax
Withholding.  Alliant shall withhold the amount
of any federal, state or local income tax or other tax required to be withheld
by Alliant under applicable law with respect to any amount payable under this
Plan.


 


9.10.        Certifications.  Information to be supplied or written
notices to be made or consents to be given by the Board of Directors or the PRC
pursuant to any provision of this Plan may be signed in the name of the Board
of Directors, the Committee or the PRC by any officer who has been authorized
to make such certification or to give such notices or consents.


 


20





















 


9.11.        Rules and
Regulations.  Any rule not in conflict or at
variance with the provisions hereof may be adopted by the PRC.


 


SECTION 10


 


CONSTRUCTION


 


10.1.        Defined
Terms.  Words and phrases used in this
Plan with initial capital letters, which are defined in the applicable Pension
Plans’ documents and which are not separately defined in this Plan shall have
the same meaning ascribed to them in the applicable Pension Plans’ documents
unless in the context in which they are used it would be clearly inappropriate
to do so.


 


10.2.        ERISA
Status.  This Plan is maintained with the
understanding that it is a nonqualified deferred compensation plan for the
benefit of a select group of management or highly compensated employees within
the meaning of section 201(2), section 301(3) and section 401(a)(1) of
ERISA.  Each provision shall be
interpreted and administered accordingly. 
If any individually contracted supplemental retirement arrangement with
any Section 16 Officer is deemed to be covered by ERISA, such arrangement shall
be included in the Plan but only to the extent that such inclusion is necessary
to comply with ERISA.


 


10.3.        IRC
Status.  This Plan is intended to be a
nonqualified deferred compensation arrangement. 
The rules of section 401(a) et. seq.
of the Code shall not apply to this Plan. 
The rules of section 3121(v) and section 3306(r)(2) of the Code shall
apply to this Plan.


 


10.4.        Effect on
Other Plans.  This Plan shall not alter, enlarge
or diminish any person’s employment rights or obligations or rights or
obligations under the Pension Plans or any other plan.  It is specifically contemplated that the
Pension Plans will, from time to time, be amended and possibly terminated.  All such amendments and termination shall be
given effect under this Plan (it being expressly intended that this Plan shall
not lock in the benefit structures of the Pension Plans as they exist at the
adoption of this Plan or upon the commencement of participation, or
commencement of benefits by any Participating Employee).


 


10.5.        Disqualification.  Notwithstanding any other
provision of this Plan or any election or designation made under the Plan, any
individual who feloniously and intentionally kills a Participating Employee
shall be deemed for all purposes of this Plan and all elections and
designations made under this Plan to have died before such Participating
Employee.  A final judgment of conviction
of felonious and intentional killing is conclusive for this purpose.  In the absence of a conviction of felonious
and intentional killing, the PRC shall determine whether the killing was
felonious and intentional for this purpose.


 


10.6.        Rules of
Document Construction.  Whenever appropriate, words used
herein in the singular may be read in the plural, or words used herein in the
plural may be read in the singular; 


 


21





















 


the
masculine may include the feminine; and the words “hereof,” “herein” or
“hereunder” or other similar compounds of the word “here” shall mean and refer
to the entire Plan and not to any particular paragraph or Section of this Plan
unless the context clearly indicates to the contrary.  The titles given to the various Sections of
this Plan are inserted for convenience of reference only and are not part of
this Plan, and they shall not be considered in determining the purpose, meaning
or intent of any provision hereof.


 


10.7.        References
to Laws.  Any reference in this Plan to a
statute or regulation shall be considered also to mean and refer to any
subsequent amendment or replacement of that statute or regulation.


 


10.8.        Effect on
Employment.  Neither the terms of this Plan nor
the benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee.  Except as
provided in Section 6.1, Alliant shall not be obliged to continue the Plan.  The terms of this Plan shall not give any
employee the right to be retained in the employment of any Employer.


 


10.9.        Choice of
Law.  This instrument has been executed
and delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that federal law is
controlling, be construed and enforced in accordance with the laws of the State
of Minnesota.


 


This Plan, as
amended and restated herein, was adopted by the Personnel
and Compensation Commitee of the Board of Directors of Alliant Techsystems Inc.
on this 20th day of  December, 2005.


 


	
   

  	
   

  	
   

  	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Paula Patineau

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Sr. V.P. Human Resources and Administrative Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


22





















 


APPENDIX A


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN

FOR CECP PARTICIPANTS


 


ARTICLE I


 


DEFINITIONS


 


1.1.          Act.  The Employee Retirement Income Security Act
of 1974, as from time to time amended.


 


1.2.          Base
Plan.  The Alliant Techsystems
Inc. Retirement Plan, as from time to time amended.


 


1.3.          Code.  The Internal Revenue Code of 1986, as from
time to time amended.


 


1.4.          Corporate
Executive Compensation Plan (CECP).  An incentive compensation plan maintained by
Honeywell to provide incentive compensation for a select group of management or
highly compensated employees, as from time to time amended.


 


1.5.          Early
Retirement.  Retirement by a
Participant under his or her Base Plan, which is defined as the termination of
employment on or after his or her 55th birthday and after he or she has been
credited with 10 or more years of “Credited Service for Benefit Accrual,” under
the Base Plan.


 


1.6.          Earnings
Limitation.  The maximum
amount of compensation of a Participant and his or her family members permitted
to be taken into account under the Base Plan pursuant to Section 401(a)(17) of
the Code.


 


1.7.          Effective
Date.  The original effective
date of this Plan was January 1, 1985.


 


1.8.          Honeywell.  Honeywell Inc., a Delaware corporation.


 


1.9.          Normal
Retirement.  Retirement by a
Participant on or after his or her “Normal Retirement Date” under his or her
Base Plan.  “Normal Retirement Date” is
the last day of the calendar month in which a Participant reaches age 65.


 


1.10.        Participant.  An employee of Alliant Techsystems Inc.
(“Alliant”) who is a participant in the Base Plan on or after January 1, 1985,
whose earnings are in excess of the Earnings 


 


A-1





















 


Limitation
under the Base Plan.  No controlling
shareholder or independent contractor shall be a Participant.


 


1.11.        Plan.  The Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for CECP Participants.  No controlling shareholder or independent
contractor shall be a Participant.


 


1.12.        Total and
Permanent Disability.  The
disability of a Participant whereby such Participant is wholly disabled by
bodily injury or disease and will be permanently, continuously and wholly
prevented thereby for life from engaging in any occupation or employment for
wage or profit.


 


ARTICLE II


 


BENEFITS


 


2.1.          Benefit.  Upon termination of employment, a Participant
shall be eligible for a benefit in an amount equal to his or her benefit under
his or her Base Plan computed by including under the definition of “Earnings”
for purposes of arriving at “Final Average Earnings” under the Base Plan the
amount of any deferred incentive award in the year in which the award would
otherwise have been paid by the Honeywell Inc. Corporate Executive Compensation
Plan, less the amount of his or her benefit determined under his or her
Base Plan without including under the definition of “Earnings” for purposes of
arriving at “Final Average Earnings” under the Base Plan the amount of any
deferred incentive award in the year in which the award would otherwise have
been paid by the Honeywell Inc. Corporate Executive Compensation Plan.


 


2.2.          Pre-retirement
Surviving Spouse Benefit. 
Upon the death of a married Participant who has not yet retired under
the Base Plan, his or her surviving spouse to whom he or she was formally
married on the date of his or her death shall be eligible for a benefit in an
amount equal to such surviving spouse’s “Pre-retirement Surviving Spouse
Benefit” under the Participant’s Base Plan computed by including under the
definition of “Earnings” for purposes of arriving at “Final Average Earnings”
under the Base Plan the amount of any deferred incentive award in the year in
which the award would otherwise have been paid by the Corporate Executive
Compensation Plan, less the amount of the annual “Pre-retirement
Surviving Spouse Benefit” determined under the deceased Participant’s Base Plan
without such adjustments to “Earnings” for purposes of arriving at “Final
Average Earnings.”


 


A-2





















 


ARTICLE III


 


PAYMENT OF BENEFITS


 


A benefit
under the Plan shall be paid in the form of the benefit paid with respect to
the Participant under his or her Base Plan. 
Any election, designation of a beneficiary(ies) or contingent
annuitant(s), or revocation in effect under the Participant’s Base Plan shall
be in effect under the Plan.


 


ARTICLE IV


 


GENERAL CONDITIONS


 


All
general provisions of the Alliant Techsystems Inc. Supplemental Executive
Retirement Plan shall apply hereunder.


 


 


A-3





















 


APPENDIX B


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN

FOR BENEFITS IN EXCESS OF LIMITS UNDER

TAX REFORM ACT OF 1986


 


 


ARTICLE I


 


DEFINITIONS


 


1.1.          Act.  The Tax Reform Act of 1986.


 


1.2.          Base
Plan.  The Alliant Techsystems
Inc. Retirement Plan, as from time to time amended.


 


1.3.          Code.  The Internal Revenue Code of 1986, as from
time to time amended.


 


1.4.          Early
Retirement.  Retirement by a
Participant under his or her Base Plan, which is defined as the termination of
employment on or after his or her 55th birthday and after he or she has been
credited with 10 or more years of “Credited Service for Benefit Accrual,” under
the Base Plan.


 


1.5.          Earnings
Limitation.  The maximum
amount of compensation of a Participant and his or her family members permitted
to be taken into account under the Base Plan pursuant to Section 401(a)(17) of
the Code.


 


1.6.          Effective
Date.  The original effective
date of this Plan was July 1, 1989.


 


1.7.          Honeywell.  Honeywell Inc., a Delaware corporation.


 


1.8.          Normal
Retirement.  Retirement by a
Participant on or after his or her “Normal Retirement Date” under his or her
Base Plan.  “Normal Retirement Date” is
the last day of the calendar month in which a Participant reaches age 65.


 


1.9.          Participant.  An employee of Alliant Techsystems Inc.
(“Alliant”) who is a participant in the Base Plan on or after July 1, 1989,
whose accrued benefit under the Base Plan, as a highly compensated employee as
defined under section 414(q)(1)(A) or (B) of the Code as in effect on July 1,
1989, was frozen as of June 31, 1989, in compliance with IRS Notice 88-131,
Alternative IID.  No controlling
shareholder or independent contractor shall be a Participant.


 


B-1





















 


1.10.        Plan.  The Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act
of 1986.  No controlling shareholder or
independent contractor shall be a Participant.


 


1.11.        Total and
Permanent Disability.  The
disability of a Participant whereby such Participant is wholly disabled by
bodily injury or disease and will be permanently, continuously and wholly
prevented thereby for life from engaging in any occupation or employment for
wage or profit.


 


1.12.        TRA
‘86 Amendment Date.  The date
the Honeywell Retirement Benefit Plan was amended to comply with the Act.


 


 


ARTICLE II


 


BENEFITS


 


2.1.          Benefit.  Upon termination of employment, a Participant
shall be eligible for a benefit, if any, computed:


 


	
   

  	
  (a)

  	
  by including the greater of (i) the Participant’s benefit
  under the Base Plan computed on the TRA ‘86 Amendment Date without regard to
  the Base Plan’s amendment in compliance with IRS Notice 88-131,
  Alternative IID, which served to freeze the accrued benefit of highly
  compensated participants pursuant to the provisions of the Base Plan, or (ii)
  the Participant’s benefit under the Base Plan as amended to comply with the
  Act,

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  by including under the definition of “Earnings” for the
  purposes of arriving at “Final Average Earnings” under the Base Plan the
  Participant’s “Earnings” under the Base Plan which are in excess of the
  Earnings Limitation,

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  by including under the definition of “Earnings” for
  purposes of arriving at “Final Average Earnings” under the Base Plan the
  amount of any deferred incentive compensation award in the year in which the
  award would have otherwise been paid by the Honeywell Inc. Corporate
  Executive Compensation Plan,

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  without regard to the provisions of such Base Plan
  limiting the maximum benefit payable thereunder to the maximum benefit
  permitted under the provision of section 415 of the Code in a pension plan
  qualifying under section 401 of the Code,

  



 


B-2





















 


and then
subtracting from the amount determined above, the following: (i) the amount of
the Participant’s benefit determined under the Base Plan, as amended to comply
with the Act; (ii) the amount the Participant’s benefit provided under the
Alliant Techsystems Inc. Supplementary Executive Retirement Plan for
Compensation in Excess of $200,000; (iii) the amount of the Participant’s
benefit provided under the Alliant Techsystems Inc. Supplementary Executive
Retirement Plan for CECP Participants; and (iv) the amount of the Participant’s
benefit provided under the Alliant Techsystems Inc. Supplementary Retirement
Plan.


 


2.2.          Pre-retirement
Surviving Spouse Benefit. 
Upon the death of a married Participant who has not yet retired under
the Base Plan, his or her surviving spouse to whom he or she was formally
married on the date of his or her death shall be eligible for a benefit in an
amount, if any, computed:


 


	
   

  	
  (a)

  	
  by including the greater of (i) the surviving spouse’s
  “Pre-retirement Surviving Spouse Benefit” under the Base Plan computed
  on the TRA ‘86 Amendment Date without regard to the Base Plan’s amendment in
  compliance with IRS Notice 88-131, Alternative IID, or (ii) the
  surviving spouse’s “Pre-Retirement Surviving Spouse Benefit” under the Base
  Plan as amended to comply with the Act,

  
	
   

  	
  (b)

  	
   

  
	
   

  	
   

  	
  by including under the definition of “Earnings” for the
  purposes of arriving at “Final Average Earnings” under the Base Plan the
  deceased Participant’s “Earnings” under the Base Plan which are in excess of
  the Earnings Limitation,

  
	
   

  	
  (c)

  	
   

  
	
   

  	
   

  	
  by including under the definition of “Earnings” for
  purposes of arriving at “Final Average Earnings” under the Base Plan the
  amount of any deferred incentive compensation award in the year in which the
  award would have otherwise been paid to the deceased Participant by the
  Honeywell Inc. Corporate Executive Compensation Plan,

  
	
   

  	
  (d)

  	
   

  
	
   

  	
   

  	
  without regard to the provisions of such Base Plan
  limiting the maximum benefit payable thereunder to the maximum benefit
  permitted under the provision of section 415 of the Code in a pension plan
  qualifying under section 401 of the Code,

  



 


and then
subtracting from the amount determined above, the following: (i) the amount of
the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” determined
under the Base Plan, as amended to comply with the Act; (ii) the amount the
surviving spouse’s “Pre-retirement Surviving Spouse Benefit” provided under Alliant
Techsystems Inc. Supplementary Executive Retirement Plan for Compensation in
Excess of $200,000; (iii) the amount of the surviving spouse’s “Pre-retirement
Surviving Spouse Benefit” provided under the Alliant Techsystems Inc.
Supplementary Executive Retirement Plan for CECP Participants; and (iv) the
amount of the 


 


B-3





















 


surviving
spouse’s “Pre-retirement Surviving Spouse Benefit” provided under the Alliant
Techsystems Inc. Supplementary Retirement Plan.


 


 


 


ARTICLE III


 


PAYMENT OF BENEFITS


 


A benefit
under the Plan shall be paid in the form of the benefit paid with respect to
the Participant under his or her Base Plan. 
Any election, designation of a beneficiary(ies) or contingent
annuitant(s), or revocation in effect under the Participant’s Base Plan shall
be in effect under the Plan.


 


ARTICLE IV


 


GENERAL CONDITIONS


 


All
general provisions of the Alliant Techsystems Inc. Supplemental Executive
Retirement Plan shall apply hereunder.


 


 


B-4





















 


APPENDIX E


 


INDIVIDUAL EMPLOYMENT AGREEMENTS


 


A
Participating Employee’s benefit under this Plan shall be determined in
accordance with Section 4 of this Plan and the terms of the applicable Pension
Plan except as adjusted by any employment agreements between Alliant and a
Participating Employee.  This Appendix E
lists the Participating Employees who are entitled to benefits under this Plan
as adjusted pursuant to the terms of their individual employment agreements.


 


 


A. Executive Officers (as defined under the Securities
Exchange Act of 1934)


 


	
  Participating Employee

  	
   

  	
  Benefit Adjusted Pursuant To

  
	
   

  	
   

  	
   

  
	
  Daniel J. Murphy

  	
   

  	
  Employment Agreement dated October 1, 2003

  
	
   

  	
   

  	
   

  



 


 





















 


SCHEDULE 1


 


SERP


A.            Executive
Officers (as defined under the Securities Exchange Act of 1934)


 


 


Dianne Deering Anton


 


Michael Dolby


 


Blake Larson


 


John Shroyer


 





















 


SCHEDULE 2


 


SERP


 


A.            Executive
Officers (as defined under the Securities Exchange Act of 1934)


 


Nick G. Vlahakis