Exhibit
10.7


 


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


Effective January 1, 2003


 

















 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.

  	
  FUNDING

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Funding

  	
   

  
	
   

  	
  5.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.

  	
  GENERAL
  MATTERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Amendment and Termination

  	
   

  
	
   

  	
  6.2.

  	
  Limited
  Benefits

  	
   

  
							



 


i

















 


	
   

  	
  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 Officer

  	
   

  
	
   

  	
  9.3.

  	
  Board of Directors

  	
   

  
	
   

  	
  9.4.

  	
  Pension and Retirement Committee

  	
   

  
	
   

  	
  9.5.

  	
  Delegation

  	
   

  
	
   

  	
  9.6.

  	
  Conflict of Interest

  	
   

  
	
   

  	
  9.7.

  	
  Administrator

  	
   

  
	
   

  	
  9.8.

  	
  Service of Process

  	
   

  
	
   

  	
  9.9.

  	
  Expenses

  	
   

  
	
   

  	
  9.10.

  	
  Tax
  Withholding

  	
   

  
	
   

  	
  9.11.

  	
  Certifications

  	
   

  
	
   

  	
  9.12.

  	
  Rules and Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.

  	
  CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


ii

















 


	
  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

















 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


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


 

















 


“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.


 


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


 


2

















 


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 shall be 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 does hereby adopt 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.


 


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 Board of Directors).


 


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.


 


4

















 


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.


 


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:


 


5

















 


(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.


 


4.1.2.       Form of Payment.  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 this Plan benefit had been paid from the
applicable Pension Plan.


 


4.2.          Benefit to Beneficiaries.


 


4.2.1.       Amount of Benefit.  Unless the
Participating Employee 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


 


6

















 


(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 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.


 


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 within thirty (30) days after such
termination.


 


7

















 


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:


 


(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 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:


 


8

















 


(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


 


(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


 


9

















 


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.


 


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 for up to 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, in its discretion, may pay any benefit (or any
remaining 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.


 


10

















 


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.


 


SECTION
6


 


GENERAL MATTERS


 


6.1.          Amendment and Termination.  Alliant reserves the power to amend 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.


 


11

















 


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 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


 


12

















 


(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


 


(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 Board of
Directors and the PRC shall make such determinations as may be required from
time to time in the administration of the Plan.  The Board of Directors and the PRC shall have the 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.


 


13

















 


8.2.          Claims Procedure.  Until
modified by the PRC, 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 a written claim for benefits under
this Plan.  Within ninety (90) days
after the filing of such a claim, the PRC 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 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 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 Board of Directors 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 Board of Directors 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 and all decisions on
requests for a review of denied claims shall be made by the Board of Directors.


 


14

















 


(c)                                  the
PRC and the Board of Directors 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 Board of Directors reserves the
right to require the claimant to furnish written authorization.  A claimant’s representative shall be
entitled, upon request, to copies of all notices given to the claimant.


 


(e)                                  The
decision of the PRC on a claim and a decision of the Board of Directors 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 Board of Directors.


 


(g)                                 The
PRC and the Board of Directors 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 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 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.


 


15

















 


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:


 


(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 Board of Directors (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.          Officers. 
Except as hereinafter provided, functions generally assigned to Alliant
shall be discharged by its officers or delegated and allocated as provided
herein.


 


9.2.          Chief
Executive Officer.  Except as hereinafter provided, the CEO may
delegate or redelegate and allocate and reallocate to one or more persons or to
a committee of persons jointly or severally, and whether or not such persons
are directors, officers or employees, such functions assigned to Alliant
generally hereunder as the CEO may from time to time deem advisable.


 


9.3.          Board of
Directors.  Notwithstanding the foregoing, the Board of
Directors shall have the exclusive authority, which may not be delegated, to
amend the Plan, to terminate this Plan and to determine eligibility of
Section 16 Officers to participate in this Plan under Section 3.


 


9.4.          Pension
and Retirement Committee.  The Alliant Pension and Retirement Committee
(the “PRC”) shall:


 


(a)                                  keep
a record of all its proceedings and acts and 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;


 


16

















 


(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;


 


(g)                                 in
accordance with regulations of the Secretary of Labor, provide adequate notice
in writing to any claimant whose claim for benefits under the Plan has been
denied, setting forth the specific reasons for such denial, written in a manner
calculated to be understood by the claimant; and


 


(h)                                 delegate
or redelegate to one or more persons, jointly or severally, and whether or not
such persons are members of the PRC or employees of any Employer, such
functions assigned to the PRC hereunder as it may from time to time deem
advisable.


 


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.


 


9.5.          Delegation. 
The Board of Directors and the members of the Committee 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.


 


9.6.          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.


 


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


 


17

















 


9.8.          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.


 


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


 


9.10.        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.


 


9.11.        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 or the PRC by any
officer who has been authorized to make such certification or to give such
notices or consents.


 


9.12.        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


 


18

















 


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; 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 was adopted by
Board of Directors of Alliant Techsystems Inc. on this 5th day of August,
2003.


 


	
   

  	
   

  	
  ALLIANT TECHSYSTEMS
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ann D. Davidson

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Vice President and General Counsel

  	
   

  
							



 


19

















 


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


 


A-1

















 


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.”


 


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.


 


A-2

















 


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.


 


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.


 


B-1

















 


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,


 


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


 


B-2

















 


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


 


B-3

















 


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
C


 


ALLIANT TECHSYSTEMS INC.

DEFERRED COMPENSATION PLAN


 


Alliant adopted, pursuant
to the Hercules Acquisition, the Plan known as the “Alliant Techsystems Inc.
Deferred Compensation Plan” (the “Deferred Compensation Plan”) to provide
benefits to certain employees acquired from Hercules Inc.  The plan was adopted as a frozen plan to
provide only identified benefits accrued prior to the Hercules
Acquisition.  That plan is memorialized
in a plan document entitled “Hercules Deferred Compensation Plan.”  This Appendix C lists the employees who
are entitled to benefits under the Deferred Compensation Plan upon termination
of employment from Alliant and the amount of each such employee’s accrued
benefit as of December 31, 1994.


 




	
  John Crane, SSN XXX – XX – XXXX

  	
   

  	
  $

  	
  2,656.00

  	
   

  
	
  James E. Woolwine, SSN XXX – XX – XXXX

  	
   

  	
  5,003.65

  	
   

  






 


These benefits will
accrue interest at the rate of 2.25% for the calendar quarter ending
March 31, 1995, and for each calendar quarter thereafter the amount of
interest shall be determined by multiplying the account balance on the last
business day of each calendar quarter by an amount equal to one-fourth of the
prime rate of interest as reported in The
Wall Street Journal, Midwest Edition, plus one percent (1%) on the
last business day of the calendar quarter. 
The form of payment shall be a single lump sum payable as soon as
administratively feasible after the employee’s termination of employment;
provided, however, that the PRC may unilaterally delay payment for up to 12
months (in which case the amount will continue to be credited with interest on
a quarterly basis).  Notwithstanding the
foregoing, the benefit may be paid in a form other than a single lump sum if
such alternative form is agreed to in writing by both Alliant and the
Participating Employee.


 


C-1

















 


APPENDIX
D


 


CORDANT TECHNOLOGIES INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


Alliant adopted, pursuant
to the Thiokol Acquisition, the Plan known as the “Cordant Technologies Inc.
Supplemental Executive Retirement Plan” (the “Cordant SERP”) to provide
benefits to certain employees acquired from Alcoa, Inc.  The plan was adopted as a frozen plan to
provide only identified benefits accrued prior to the Thiokol Acquisition.  That plan is memorialized in a plan document
entitled “CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended
and Restated Effective July 22, 1999.” 
This Appendix D lists the remaining employee who is currently
receiving benefits under the Cordant SERP and the monthly amount of his
benefit.


 


 


	
  Joseph Lombardo, SSN
  XXX – XX – XXXX

  	
   

  	
  $7,468.15 per month in
  the form of a joint & 50% surviving spouse annuity

  



 


D-1

















 


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.


 


 


	
   

  	
  Participating Employee

  	
   

  	
  Benefit
  Adjusted Pursuant To

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Daniel J. Murphy, Jr.

  	
   

  	
  Employment Agreement
  dated as of February 1, 2004.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Paul David Miller

  	
   

  	
  Employment Agreement
  dated January 1, 1999, as amended by a First Amendment to Employment
  Agreement dated as of July 20, 2000, and as amended by an amendment to
  Employment Agreement dated March 31, 2003

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Richard Jowett

  	
   

  	
  Special Agreement dated
  August 1, 2001

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Anthony Fabianio

  	
   

  	
  Employment Agreement
  dated May 2, 1995

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ron Peterson

  	
   

  	
  Employment Agreement
  dated March 1, 1995

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Paul Ross

  	
   

  	
  Pension and
  Compensation Committee resolution dated March 19, 2002

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Gerald Smith

  	
   

  	
  Memo dated July 1,
  2001

  



 


E-1