THIOKOL CORPORATION

                            EXECUTIVE BONUS PLAN

                          AS AMENDED AND RESTATED
                          EFFECTIVE JUNE 16, 1997



<PAGE>


                             TABLE OF CONTENTS

SECTION                                                                  PAGE
-------                                                                  ----

 1                         PURPOSE OF PLAN                                 1

 2                         DEFINITIONS                                     1

 3                         ELIGIBILITY FOR PARTICIPATION                   6

 4                         TARGET BONUS OPPORTUNITY                        6

 5                         SETTING  THE PERFORMANCE GOALS AND              8
                           PARTICIPANT GOALS

 6                         CALCULATION OF THE ACTUAL BONUS AWARD           8

 7                         SPECIAL PARTICIPANTS AND DISCRETIONARY
                           BONUS                                          17

 8                         COMPENSATION NATURE OF THE TARGET BONUS        17
                           OPPORTUNITY AND ACTUAL BONUS AWARD

 9                         METHOD OF PAYMENT OF ACTUAL BONUS AWARD        18
                           AND TAX WITHHOLDING

10                         TERMINATION OF EMPLOYMENT, CROSS-TRANSFER,     18
                           PROMOTION AND DEMOTION

11                         CHANGE OF CONTROL                              20

12                         ADMINISTRATION AND MODIFICATION OF THE PLAN    23

13                         AMENDMENT OR TERMINATION OF PLAN AND           24
                           DURATION OF PLAN

14                         PLAN NOT A CONTRACT OF EMPLOYMENT              25

15                         NON-ASSIGNABILITY OF RIGHTS                    25



<PAGE>



                            THIOKOL CORPORATION
                            -------------------
                            EXECUTIVE BONUS PLAN
                            --------------------


SECTION 1 - PURPOSE OF THE PLAN
-------------------------------

The Thiokol  Executive  Bonus Plan is principally  designed as a short-term
incentive  compensation  bonus  plan  for  selected  employees  of  Thiokol
Corporation  whose  positions of  responsibility  enable them to affect the
success  and  profitability  of the  Corporation.  Adopted  by the Board of
Directors of the  Corporation  June 18, 1992 and amended and restated  June
16,  1997,  the Plan  provides  an annual  cash bonus  opportunity  to each
Participant  based on the respective  performance of the Corporation or the
Participant's  Division or Operating Unit towards  specific  pre-determined
financial goals and the Participant's  achievement of specified  individual
objectives.

SECTION 2 - DEFINITIONS
-----------------------

2.0       As used herein the terms below shall have the following meanings.
          Any of these terms, unless the context otherwise requires, may be
          used in the singular or plural depending upon the reference.

2.1       "Actual  Bonus  Award"  means the actual  bonus award earned by a
          Participant  as  incentive   compensation   for  each  Plan  Year
          calculated in the manner described in Section 6 hereof.

2.2       "Actual  Performance  Results" means: (i) the actual Earnings Per
          Share and Participant  Goals achieved for the Plan Year for Group
          A  Participants;  (ii)  actual,  Operating  Unit Net  Profit  and
          Participant  Goals  achieved  for  the  Plan  Year  for  Group  B
          Participants,  and; (iii) the Division Net Profit and Participant
          Goals achieved for the Plan Year for Group C Participants.

<PAGE>

2.3       "Base Annual  Salary"  means the  Participant's  base  annualized
          salary for the Salary Grade for which a  Participant  is assigned
          by the Committee  July 1 of the Plan Year. The Base Annual Salary
          on which the Actual  Bonus  Award will be paid shall be  adjusted
          for  the  amount  of  any  increase  (or   decrease)   granted  a
          Participant  within the  Participant's  designated  Salary  Grade
          during  the Plan  Year.  Such  adjustment  shall be the  weighted
          average of the Base Salary for the period  comprising  the number
          of  months  in the Plan  Year at the rate in effect on July 1 and
          the  number of months  at the rate in effect  subsequent  to such
          increase (or decrease) or increases or decreases if more than one
          during the Plan Year.

2.4       "Board  of  Directors"  means  the  Board  of  Directors  of  the
          Corporation as constituted from time to time.

2.5       "Chairman"  means the  Chairman of the Board of  Directors of the
          Corporation.

2.6       "Committee"  means  the  Compensation  Committee  of the Board of
          Directors charged with administering the Plan.

2.7       "Consolidated  Balance  Sheet"  means  the  balance  sheet of the
          Corporation and its subsidiaries prepared on a consolidated basis
          in accordance with generally accepted accounting practices.

2.8       "Consolidated  Income  Statement"  of the  Corporation  means the
          income statement of the Corporation and its subsidiaries prepared
          on a consolidated  basis in accordance  with  generally  accepted
          accounting practices.

                                    -2-
<PAGE>

2.9       "Corporation"  or "Company"  means  Thiokol  Corporation  and its
          subsidiaries.

2.10      "Corporation  Performance  Goals"  means the  Earnings  Per Share
          performance goals set by the Committee for Group A Participants.

2.11      "Division"  means a  distinct  measurable  profit  center  of the
          Corporation or any subsidiary, division, or a branch, domestic or
          foreign,  of the  Corporation,  designated  by the Committee as a
          division  for the  purposes  of this  Plan  and may  include  the
          consolidation of business units.

2.12      "Division  Net  Profit"  means  the  net  pre-tax  profit  of the
          Division  net  of  all  year-end   adjustments  included  in  the
          Consolidate  Income  Statement  of the  Corporation  for the Plan
          Year.

2.13      "Division Net Profit Goal" means the division net profit goal set
          by the  Committee at the  beginning of the Plan Year on which the
          Target Opportunity is based.

2.14      "Division  Performance  Goals"  means  the  division  net  profit
          performance goals set by the Committee for Group C Participants.

2.15      "Earnings  Per Share"  means the  earnings per share shown on the
          Corporation's  Consolidated Statement of Income at the end of the
          Plan Year.

2.16      "Earnings  Per Share Goal" means the  earnings per share goal set
          by the  Committee at the  beginning of the Plan Year on which the
          Target Bonus Opportunity is based.

                                    -3-
<PAGE>

2.17      "Group A  Participant"  means  those  persons  designated  by the
          Committee for the Plan Year to be Group A Participants.

2.18      "Group B  Participant"  means  those  persons  designated  by the
          Committee for the Plan Year to be Group B Participants.

2.19      "Group C  Participant"  means  those  persons  designated  by the
          Committee for the Plan Year to be Group C Participants.

2.20      "Operating Unit" means a distinct measurable profit center of the
          Corporation or any subsidiary, division, or a branch, domestic or
          foreign,  of the  Corporation  designated  by the Committee as an
          operating  unit for the purposes of this Plan and may include the
          consolidation of business units.

2.21      "Operating  Unit Net Profit" means the net pre-tax  profit of the
          Operating  Unit net of all year-end  adjustments  included in the
          Consolidated  Income  Statement of the  Corporation  for the Plan
          Year.

2.22      "Operating  Unit Net Profit  Goal" means the  Operating  Unit Net
          Profit set by the  Committee at the beginning of the Plan Year on
          which the Target Bonus Opportunity is based.

2.23      "Operating Unit  Performance  Goals" means the Operating Unit Net
          Profit Goal  performance  goals set by the  Committee for Group B
          Participants.

2.24      "Participant"  means any person,  selected by the  Committee  for
          participation  in this Plan, as either a Group A  Participant,  a
          Group  B  Participant,   a  Group  C  Participant  or  a  Special
          Participant  and who has  agreed to  participate  in this Plan as
          provided in Section 3, hereof.

                                    -4-
<PAGE>

2.25      "Performance  Goals"  means the  Corporation  Performance  Goals,
          Division  Performance  Goals and Operating Unit Performance Goals
          set by the Committee as the performance  goals to be achieved for
          the Plan Year.

2.26      "Plan" means the Thiokol  Corporation  Executive  Bonus Plan. The
          first Plan shall be effective for the  Corporation's  fiscal year
          beginning July 1, 1997.

2.27      "Plan  Year"  means the  fiscal  year of the  Corporation  July 1
          through June 30.

2.28      "Salary  Grade"  means  the  salary  classification  to  which  a
          Participant is assigned by the Committee.

2.29      "Special Participant" means an individual designated as a special
          participant by the Committee to receive a discretionary  bonus as
          set forth in Section 7 hereof.

2.30      "Participant  Goals"  means  the  individual  goals  set forth in
          writing by each  Participant  at the  beginning  of the Plan Year
          approved by the Committee  defining the goals and  objectives for
          each  Participant to achieve  during the Plan Year.  Each of such
          goal,  which may be either a financial or  qualitative  goal or a
          combination thereof for each such Participant,  shall be assigned
          a weight such as to rank it's relative  importance in relation to
          the other  goals and the sum  total of the  weights  for all such
          goals shall equal one hundred (100).  In the event any such goals
          requires  more  than  twelve   months  to  complete,   a  written
          measurable  criteria  shall  be  included  in each of such  goals
          against which  performance  results towards  achieving such goals
          can be  measured  for the Plan Year.  At the end of the Plan Year
          the Committee  shall review the goals achieved in relationship to
          these goals set

                                    -5-

<PAGE>

          at the beginning of the Plan Year and determine if each such Goal
          was either (i) not met;  (ii)  partially  met;  (iii) all met; or
          (iv) exceed as set forth on Table 5.

2.31      "Subsidiary" means a corporation,  both domestic and foreign,  at
          least eighty-five  percent (85%) of the outstanding  voting stock
          of which is owned, directly or indirectly,  by the Corporation or
          any subsidiary of the Corporation.

2.32      "Target"  means the  percentage  determined by the  Participant's
          Salary  Grade,  as set forth in Table 1 in  Section 4 hereof,  on
          which the Target Bonus Opportunity is calculated.

2.33      "Target  Bonus   Opportunity"  means  the  dollar  value  of  the
          incentive bonus  opportunity  awarded to each  Participant at the
          beginning  of each Plan Year  based upon the  Participant's  Base
          Annual Salary, Salary Grade and corresponding Target.

SECTION 3 - ELIGIBILITY FOR PARTICIPATION
-----------------------------------------

To be eligible for  participation  in the Plan, a person must be designated
either a Group A Participant,  Group B Participant,  Group C Participant or
Special  Participant  by  the  Committee  and  agree  in  writing  to  be a
participant  in the Plan  bound  by the  terms  and  conditions  hereof  by
executing  the  participant  acknowledgment.   Special  Participants  shall
participate upon such terms and conditions as the Committee may designate.

SECTION 4 - TARGET BONUS OPPORTUNITY
------------------------------------

The Target Bonus  Opportunity for each  Participant is set at the beginning
of each  Plan

                                    -6-

<PAGE>

Year and shall be based on the  Salary  Grade  and  Target  expressed  as a
percent set forth in Table 1:

==============================================================================

                                  TABLE 1
                                  -------

                          TARGET BONUS OPPORTUNITY

==============================================================================

 SALARY GRADE                                                  TARGET
                                                              (PERCENT)

==============================================================================


       3                                                         30%
------------------------------------------------------------------------------
       2                                                         25%
------------------------------------------------------------------------------

       1                                                         20%
------------------------------------------------------------------------------


The Target Bonus  Opportunity  shall equal the amount of the  Participant's
Base Annual Salary multiplied by the corresponding  Target,  expressed as a
percent set forth opposite the Participant's Salary Grade shown in Table 1.

The Target Bonus Opportunity is calculated by the following formula:
           Target Bonus Opportunity = Base Annual Salary X Target(1)



_________________________________________

(1)Target expressed as a percent based on Participant's Salary Grade-Table 1.



                                    -7-
<PAGE>


SECTION 5 - SETTING THE PERFORMANCE GOALS AND PARTICIPANT GOALS
---------------------------------------------------------------

At the beginning of the Plan Year the Committee  shall set the  Performance
Goals and approve Participant Goals.

SECTION 6 - CALCULATION OF THE ACTUAL BONUS AWARD
-------------------------------------------------

The Actual  Bonus  Award that may be earned by a  Participant  for the Plan
Year is expressed as a percentage of the Target Bonus  Opportunity based on
the Actual Performance Results achieved for the Plan Year. The Actual Bonus
Award is calculated as hereinafter described.

Group A Participants:

For Group A Participants,  the amount of the Actual Bonus Award that may be
earned shall be based on an attainment of the Corporation Performance Goals
and Participant Goals expressed as a percentage of the Participant's Target
Bonus Opportunity in Table 2 and Table 5.

The value of the  Actual  Bonus  Award  Earned by Group A  Participants  is
defined by the following formula:

                                    -8-
<PAGE>



                             EARNINGS PER SHARE
                             ------------------

LINE A

                             Percentage of Target Bonus Opportunity
Target Bonus Opportunity  X  which may be earned as an Actual Bonus =  $ AWARD
                             Award from Table 2.

                              PLUS OR (MINUS)
                              ---------------
                             PARTICIPANT GOALS
                             -----------------

LINE B

                           Percentage of Target Bonus Opportunity
Target Bonus Opportunity X which may be earned as an Actual Bonus  =   $ AWARD
                           Award from Table 5.

                                EQUALS                     ___________________
                                ------

Total Value of Actual Bonus Award (Line A + (-) Line B)           =    $ AWARD

                                    -9-

<PAGE>

==============================================================================

                                  TABLE 2
                                  -------

                            GROUP A PARTICIPANTS
                             EARNINGS PER SHARE
                              PERFORMANCE GOAL

==============================================================================


Actual EPS Achieved measured against      Percent of Target Bonus Opportunity
EPS Goals                                 which may be earned as an Actual    
                                          Bonus Award

==============================================================================

 Below 90% of Goal                                        0%
------------------------------------------------------------------------------

    90% of Goal                                          25%
------------------------------------------------------------------------------

     95% of Goal                                        47.5%
------------------------------------------------------------------------------

    100% of Goal                                          70%
------------------------------------------------------------------------------

    105% of Goal                                          97%
------------------------------------------------------------------------------

    110% of Goal                                         123%
------------------------------------------------------------------------------

    115% of Goal                                         150%
------------------------------------------------------------------------------

 Above 115% of Goal                                      150%
------------------------------------------------------------------------------


For performance results between the EPS rates shown,  linear  interpolation
set forth in Exhibit A will be used to compute the Actual Bonus Award.

==============================================================================

   
                                -10-
<PAGE>

Group B Participants:

For Group B Participants,  the amount of the Actual Bonus Award that may be
earned shall be based on attainment of both the Operating Unit  Performance
Goals and Participant Goals in Table 3 and Table 5.

The value of the  Actual  Bonus  Award  Earned by Group B  Participants  is
defined by the following formula:

                         OPERATING UNIT NET PROFIT
                         -------------------------

LINE A

                           Percentage of Target Bonus Opportunity
Target Bonus Opportunity X which may be earned as an Actual Bonus  =   $ AWARD
                           Award from Table 3.

                              PLUS OR (MINUS)
                              ---------------
                             PARTICIPANT GOALS
                             -----------------

LINE B

                            Percentage of Target Bonus Opportunity
Target Bonus Opportunity X  which may be earned as an Actual Bonus =   $ AWARD
                            Award from Table 5.

                                EQUALS                     ___________________
                               --------
Total Value of Actual Bonus Award (Line A + (-) Line B)           =    $ AWARD


                                    -11-
<PAGE>

==============================================================================

                                  TABLE 3
                                  -------

                            GROUP B PARTICIPANTS
                         OPERATING UNIT NET PROFIT
                              PERFORMANCE GOAL

==============================================================================


Actual Operating Unit Net               Percentage of Target Bonus Opportunity
Profit Achieved measured against        which may be earned as an Actual
Operating Unit Net Profit Goal          Bonus Award
==============================================================================

 Below 90% of Goal                                0%
------------------------------------------------------------------------------

   90% of Goal                                    25%
------------------------------------------------------------------------------

   95% of Goal                                   47.5%
------------------------------------------------------------------------------

  100% of Goal                                     70%
------------------------------------------------------------------------------

  105% of Goal                                     97%
------------------------------------------------------------------------------

  110% of Goal                                    123%
------------------------------------------------------------------------------

  115% of Goal                                    150%

------------------------------------------------------------------------------

Above 115% of Goal                                150%
==============================================================================
For performance  results between the Operating Unit Net Profit rates shown,
linear  interpolation  set forth in Exhibit A-1 will be used to compute the
Actual Bonus Award.

==============================================================================


                                    -12-
<PAGE>

Group C Participants:

For Group C Participants,  the amount of the Actual Bonus Award that may be
earned shall be based on attainment of the Division  Performance  Goals and
Participant  Goals  expressed as a percentage of the  Participant's  Target
Bonus Opportunity in Table 4 and Table 5.

The value of the  Actual  Bonus  Award  Earned by Group C  Participants  is
defined by the following formula:

                            DIVISION NET PROFIT
                            -------------------

LINE A

                            Percentage of Target Bonus Opportunity
Target Bonus Opportunity X  which may be earned as an Actual Bonus =   $ AWARD
                            Award from Table 4.

                              PLUS OR (MINUS)
                              ---------------
                             PARTICIPANT GOALS
                             -----------------

LINE B

                            Percentage of Target Bonus Opportunity
Target Bonus Opportunity X  which may be earned as an Actual Bonus =   $ AWARD
                            Award from Table 5.

                                EQUALS                     ___________________
                                ------
Total Value of Actual Bonus Award (Line A + (-) Line B)           =    $ AWARD

                                    -13-
<PAGE>

==============================================================================

                                  TABLE 4
                                  -------

                            GROUP C PARTICIPANTS
                          DIVISION UNIT NET PROFIT
                              PERFORMANCE GOAL

==============================================================================


Actual Division Net Profit              Percentage of Target Bonus Opportunity
measured against Division               which may be earned as an Actual Bonus
Net Pre-Tax Profit Goal                 Award

==============================================================================

 Below 90% of Goal                                     0%
------------------------------------------------------------------------------

   90% of Goal                                         25%
------------------------------------------------------------------------------

   95% of Goal                                        47.5%
------------------------------------------------------------------------------

  100% of Goal                                         70%
------------------------------------------------------------------------------

  105% of Goal                                         97%
------------------------------------------------------------------------------

  110% of Goal                                        123%
------------------------------------------------------------------------------

  115% of Goal                                        150%
------------------------------------------------------------------------------

  Above 115% of Goal                                  150%
==============================================================================

For   performance   results   between  the  Division  Net  Profit,   linear
interpolation  set forth in Exhibit  A-2 will be used to compute the Actual
Bonus Award.

==============================================================================

                                   -14-

<PAGE>

Participant Goals:
------------------

For Group A  Participants,  Group B Participants  and Group C Participants,
the Actual Bonus Award that may be earned by  Participants  is set forth in
Table 5 based on attainment of Participant Goals.  Either the attainment or
failure  to  attain  the  Participant   Goals,  as  the  case  may  be,  is
interrelated to the amount of the Actual Bonus Award earned and paid. Based
on the level of Participant  success in achieving  Participant  Goals,  the
Committee may declare  either a positive or negative  bonus amount based on
the  level  of  Participant  Goals  achieved  by  the  Participant  as  (i)
"objectives not met"; (ii) "objectives  partially met";  (iii)  "objectives
all met";  and (iv)  "objectives  all exceeded" as set forth on Table 5. In
the event of poor performance in achieving Participant Goals, the Committee
award  of a  negative  bonus  amount  will be  subtracted  from  any  Bonus
Opportunity  earned for achievement of Performance Goals in calculating the
Actual Bonus Award earned.  In the event  Participant Goals are not met, no
Actual Bonus Award will be earned.

                                   -15-
<PAGE>

==============================================================================

                                  TABLE 5
                                  -------

                 GROUP A, GROUP B AND GROUP C PARTICIPANTS
                             PARTICIPANT GOALS

==============================================================================

Actual Participant Goals               Percentage of Target Bonus Opportunity
Achieved measured against              which may be earned as an Actual Bonus
Participant Goals Set                  Award

==============================================================================

Goals Not Met                                        -175%(1)
------------------------------------------------------------------------------

------------------------------------------------------------------------------
Goals Partially Met                              -50% to 15%
------------------------------------------------------------------------------

Goals All Met                                    16% to 30%
------------------------------------------------------------------------------

Goals All Exceeded                               31% to 50%
------------------------------------------------------------------------------

The  Committee   shall   determine  the  Percentage  of  the  Target  Bonus
Opportunity,  either  positive or negative as the case may be, which may be
earned  as an  Actual  Bonus  Award  for each  level of  Participant  Goals
achieved.



(1) No Bonus will be paid when Goals are not met.

==============================================================================

                                   -16-

<PAGE>

Maximum and Minimum Bonus Award:

The  Maximum  Actual  Bonus Award paid from this Plan is 175% of the Target
Bonus  Opportunity  based on the Performance  Goals and  Participant  Goals
achieved.  No Actual Bonus Award will be paid if Participant  Goals are not
met and the Actual Bonus Award will be partially reduced if a Participant's
performance   in   achieving   Participant   Goals  is  poor  or  otherwise
unsatisfactory as determined by the Committee.

SECTION 7 - SPECIAL PARTICIPANTS AND DISCRETIONARY BONUS
--------------------------------------------------------

7.0       The  Committee  may  designate  Special   Participants  for  Plan
          participation  on terms and conditions as may be determined  from
          time to time by the  Committee.  Such  individuals  designated as
          Special  Participants  shall be  Participants  upon  agreeing  in
          writing to the terms and conditions set by the Committee for such
          participation.

7.1       The  Committee  may  pay  a  discretionary   bonus  to  any  such
          individual or group of  individuals  on such terms and conditions
          as the Committee may determine.

SECTION 8 - COMPENSATION NATURE OF THE TARGET BONUS OPPORTUNITY
---------------------------------------------------------------
AND ACTUAL BONUS AWARD
----------------------

The Target Bonus  opportunity  granted to a Participant at the beginning of
the Plan Year as incentive  compensation  and payable to the Participant at
the end of the Plan Year in the amount of the Actual  Bonus Award earned is
a binding compensation obligation of the Corporation to the Participant for
the Plan Year in which the Actual Bonus Award is earned.

                                   -17-
<PAGE>



SECTION 9 - METHOD OF PAYMENT OF ACTUAL BONUS AWARD AND TAX
-----------------------------------------------------------
WITHHOLDING
-----------

The amount of the Actual Bonus Award earned by a Participant  shall be paid
by the  Corporation  to the  Participant  in cash  within  sixty  (60) days
subsequent to the end of the Plan Year. The Corporation  shall withhold all
applicable federal, state and local income taxes and other amounts required
by law to be withheld for compensation.

SECTION 10 - TERMINATION OF EMPLOYMENT, CROSS-TRANSFER,
-------------------------------------------------------
PROMOTION AND DEMOTION
----------------------

10.1      In  the  event  a  Participant   terminates   employment   either
          voluntarily or  involuntarily  including by retirement  under the
          terms of the Corporation's retirement program, death or permanent
          disability  prior to January 1 of the Plan Year, the  Participant
          shall receive no Actual Bonus Award.

10.2      In  the  event  a  Participant   terminates   employment   either
          voluntarily or involuntarily  (other than by Cause as hereinafter
          defined)   including  by  retirement   under  the  terms  of  the
          Corporation's  retirement program, death or permanent disability,
          subsequent to January 1 of the Plan Year, the  Participant  shall
          be eligible to receive a pro rata Actual Bonus Award based on the
          number  of  months  completed  in the  Plan  Year.  Such pro rata
          payment, if any, shall be made in the manner set forth in Section
          9 and paid at the end of the  Plan  Year in  accordance  with the
          terms of this Plan. A Participant  who is  terminated  during the
          Plan Year for Cause shall receive no Actual Bonus Award.

10.3      For the  purposes  of  this  Plan,  (i) a  Participant  shall  be
          considered permanently disabled on the date that such Participant
          qualifies   for   long-

                                   -18-

<PAGE>

          term  disability  payments  under  the  Corporation's   long-term
          disability program:  and (ii) "Cause" means (a) a material breach
          by the Participant of his job duties and obligations  (other than
          as the result of an incapacity due to physical or mental illness)
          which is demonstrably willful and deliberate on the Participant's
          part,  which is  committed  in bad  faith or  without  reasonable
          belief  that  such  breach  is  in  the  best  interests  of  the
          Corporation  and which is not remedied in a reasonable  period of
          time after  receipt  of notice  from the  Corporation  or (b) the
          conviction  of  the  Participant  of  a  felony  involving  moral
          turpitude.

10.4      In  the  event  a  Participant   is   cross-transferred   to  the
          Corporation,  to another  Division or to another  Operating  Unit
          ("Location")  at the same  Salary  Grade,  the  Participant  will
          continue  participating  in the Plan but the Actual  Bonus  Award
          will be pro  rated  based  on the time  and  performance  results
          achieved at each Location.  The Participant will become an active
          Participant  in  the  corresponding  Plan  for  the  Corporation,
          Division  or the  Operating  Unit to  which  the  Participant  is
          transferred  at the beginning of the next Plan if selected by the
          Committee as a Participant.

10.5      In the event a Participant is promoted to a new Salary Grade, the
          Participant's  participation  in the Plan will continue until the
          end of the Plan Year and will be  eligible  to  receive an Actual
          Bonus Award as provided by the terms of the Plan. The Participant
          will become an active  Participant at the new Salary Grade in the
          corresponding  Plan for the  Corporation,  Division or  Operating
          Unit to which the Participant is promoted at the beginning of the
          next Plan Year if selected by the Committee.

10.6      In  the  event  of  a  demotion  to  a  lower  Salary  Grade  the
          Participant  will continue  participating  in such Plan until the
          end of the  Plan  Year  and  receive  an  Actual  Bonus  Award as
          provided by the terms of the Plan. The

                                    -19-

<PAGE>

          Participant  will  become an active  Participant  in such Plan in
          effect at the new Salary Grade for the  Corporation,  Division or
          Operating  Unit as a result of such  demotion at the beginning of
          the next Plan Year if selected by the Committee as a Participant.

SECTION 11 - CHANGE OF CONTROL
------------------------------

In the event of a Change of Control of the Company as  hereinafter  defined
below in this Section 11, not withstanding any other provision of this Plan
to the  contrary  the  greater of either the Target  Bonus  Award or Actual
Bonus Award, for the Plan in which a Participant participates, shall become
irrevocably  due and payable to  Participants on the date of such Change of
Control.  Payment  shall be made to the  Participant  not later than thirty
days after such Change of Control.

For the purposes of this agreement, a "Change of Control" shall mean:

     (a) The  acquisition  by any  individual,  entity or group (within the
meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3  promulgated  under the Exchange  Act) of
15% or more of either (i) the then  outstanding  shares of Common  Stock of
the Company (the  "Outstanding  Company Common Stock") or (ii) the combined
voting  power of the then  outstanding  voting  securities  of the  Company
entitled to vote generally in the election of directors  (the  "Outstanding
Company  Voting  Securities");   provided,   however,  that  the  following
acquisitions shall not constitute a Change of Control:  (i) any acquisition
directly  from the  Company  (excluding  an  acquisition  by  virtue of the
exercise of a conversion  privilege),  (ii) any acquisition by the Company,
(iii) any  acquisition  by any  employee  benefit  plan (or related  trust)
sponsored or maintained by the Company or any corporation controlled by the
Company  or  (iv)  any   acquisition   by  a  corporation   pursuant  to  a
reorganization, merger


                                   -20-

<PAGE>

or   consolidation,   if,   following   such   reorganization,   merger  or
consolidation,  the conditions  described in clauses (i), (ii) and (iii) of
subsection (c) of this Section 13 are satisfied; or

     (b) Individuals who, as of the date hereof,  constitute the Board (the
"Incumbent  Board")  cease for any reason to constitute at least a majority
of the Board;  provided,  however,  that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's  stockholders,  was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose,  any such individual  whose initial  assumption of office
occurs as a result of either an actual or threatened  election  contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated  under the
Exchange  Act) or other  actual or  threatened  solicitation  of proxies or
consents by or on behalf of a person other than the Board; or

     (c) Approval by the  stockholders of the Company of a  reorganization,
merger,  consolidation in each case, unless, following such reorganization,
merger  or  consolidation,  (i) more  than 60% of,  respectively,  the then
outstanding  shares of Common Stock of the corporation  resulting from such
reorganization,  merger or  consolidation  and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly
or indirectly,  by all or substantially all of the individuals and entities
who were the beneficial owners,  respectively,  of the Outstanding  Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such  reorganization,  merger or consolidation  in  substantially  the same
proportions as their ownership,  immediately prior to such  reorganization,
merger  or  consolidation,  or the  Outstanding  Company  Common  Stock and
Outstanding  Company Voting Securities,  as the case may be, (ii) no person
(excluding the Company,  an employee benefit plan (or related trust) of the
Company or such corporation  resulting from such reorganization,  merger or
consolidation and any person beneficially owning, immediately prior to such

                                   -21-
<PAGE>

reorganization,  merger or  consolidation,  directly or indirectly,  15% or
more of the Outstanding  Company Common Stock or Outstanding Company Voting
Securities,  as the case may be, beneficially owns, directly or indirectly,
15% or more of,  respectively,  the then outstanding shares of Common Stock
of  the  corporation   resulting  from  such   reorganization,   merger  or
consolidation or the combined voting power of the then  outstanding  voting
securities of such corporation,  entitled to vote generally in the election
of  directors  and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization,  merger or
consolidation  were  members  of the  Incumbent  Board  at the  time of the
execution  of the  initial  agreement  providing  for such  reorganization,
merger or consolidation; or

     (d)  Approval  by the  stockholders  of the  Company of (i) a complete
liquidation  or  dissolution  of the  Company  or (ii)  the  sale or  other
disposition of all or substantially all of the assets of the Company, other
than to a corporation,  with respect to which  following such sale or other
disposition,  (A) more  than  60% of,  respectively,  the then  outstanding
shares of Common Stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled to vote
generally  in  the  election  of  directors  is  then  beneficially  owned,
directly, or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners,  respectively,  of the Outstanding
Company Common Stock and Outstanding Company Voting Securities  immediately
prior  to  such  sale  or  other  disposition  in  substantially  the  same
proportion  as their  ownership,  immediately  prior to such  sale or other
disposition,  of the  Outstanding  Company  Common  Stock  and  Outstanding
Company Voting Securities, as the case may be, (B) no person (excluding the
Company and any  employee  benefit plan  (related  trust) of the Company or
such corporation and any person beneficially  owning,  immediately prior to
such sale or other disposition,  directly or indirectly, 15% or more of the
Outstanding  Company Common Stock or Outstanding Company Voting Securities,
as the case may be, beneficially owns, directly or indirectly,  15% or more
of,  respectively  the then  outstanding  shares  of  Common  Stock of such
corporation  and the combined voting power of the then

                                   -22-

<PAGE>

outstanding  voting  securities  of  such  corporation   entitled  to  vote
generally in the  election of  directors  and (C) a least a majority of the
members of the board of directors of such  corporation  were members of the
Incumbent  Board at the time of the  execution of the initial  agreement or
action of the Board providing for such sale or disposition of assets of the
Company.

SECTION 12 - ADMINISTRATION AND MODIFICATION OF THE PLAN
--------------------------------------------------------

12.1      The Plan shall be  administered  by the Committee.  The Committee
          shall have plenary  authority,  subject to the express provisions
          hereof,  to resolve  any  questions  arising  under the Plan;  to
          correct  any  defect or  supply  an  omission  or  reconcile  any
          inconsistency;  to  establish  amend  and  rescind  any rules and
          regulations   relating   to  the  Plan  and  to  make  all  other
          determinations  necessary or advisable for the administration and
          continued  successful  operation of the Plan.  The Committee will
          have  discretion at any time, or from time to time, to accelerate
          the time at which and the extent to which the Actual  Bonus Award
          may be payable to Participants.  Any decision of the Committee in
          the  administration  of the Plan, as described  herein,  shall be
          final and conclusive.  The Committee shall act only by a majority
          of its members  then in office and its actions  shall be recorded
          in minutes of the Committee meetings which shall be conclusive of
          all such actions taken.

12.2      The  Committee  shall  have the  right but not an  obligation  to
          modify the Plan and to adjust  Performance  Goals,  including but
          not  limited  to  Earnings  Per  Share to  reflect  non-recurring
          financial   changes   or  changes  in   business   structure   or
          organization  including  by  way  of  illustration  and  not as a
          limitation   changes  in  accounting   methods  or  requirements;
          accounting  adjustments  not in the usual and ordinary  course of
          business  resulting  in  non-recurring  charges or  additions  in
          income, assets, liabilities or stockholders equity; tax


                               -23-

<PAGE>

rates and Corporate reorganizations including:  recapitalization,  mergers,
acquisitions, divestitures and spin-offs.

12.3      Unless  otherwise  amended by  resolution of the  Committee,  the
          Chairman,  who shall not be a Participant in the Plan, shall have
          the administrative power to act on behalf of the Committee to:

          (i)  select  and  designate  individual   Participants  for  Plan
               Participation  as either Corporate  Participants,  Operating
               Unit Participants, or Division Participants;

          (ii) set Participant Salary Grades and Base Annual Salary;

          (iii) set Performance Goals;

          (iv) approve Participant Goals; and

          (v)  determine the level of Participant  Objectives  achieved for
               the  purpose of  determining  the  percentage  of the Target
               Bonus Opportunity achieved or not achieved,  as the case may
               be, with respect to Participant Goals.

          The  Chairman  may  delegate  such  administration  to  the  Vice
          President of Human Resources and  Administration  as the Chairman
          determines.

SECTION 13 - AMENDMENT OR TERMINATION OF PLAN AND DURATION OF PLAN
------------------------------------------------------------------


13.1      Subject  to  the  provisions  of  subsection   13.2  below,   the
          Compensation  Committee  shall  have the right at any time,  from
          time  to  time,   without  notice

                                   -24-

<PAGE>

          to Participants to suspend, discontinue or amend this Plan in any
          respect whatsoever, except that administration of the Plan cannot
          be removed from the Compensation Committee.

13.2      Upon termination or discontinuance of the Plan, such Participants
          shall receive a pro rata amount of the Actual Bonus Award for the
          Plan Year  based on the  number of months  completed  in the Plan
          Year as of the date of the  termination.  Payment of such  amount
          shall be in the manner provided in the Plan.

13.3      This Plan is an annual  Plan and there is no  obligation  for the
          Committee  or the Board of Directors to renew such Plan each Plan
          Year.

SECTION 14 - PLAN NOT A CONTRACT OF EMPLOYMENT
----------------------------------------------

Neither  this Plan,  nor  participation  in it,  shall be  construed in any
manner as a contract of employment either expressed or implied.  Nothing in
the  Plan  shall  interfere  with or  limit  in any way  the  right  of the
Corporation  to terminate  any  Participant's  employment  at any time,  or
confer  upon any  Participant  any right to  continue  in the employ of the
Corporation for any period of time or to continue a  Participant's  present
or any other rate of  compensation.  No  employee  shall have a right to be
selected as a Participant, or having been so selected, to be selected again
as a Participant.

SECTION 15 - NON-ASSIGNABILITY OF RIGHTS
----------------------------------------

No Participant's interest in the Plan shall be sold, assigned, transferred,
hypothecated,  pledged,  or otherwise disposed of by a Participant prior to
the actual  receipt of such payment  except by Will,  the law of decent and
distribution  or a  qualified  domestic  relations  order as defined by the
Employee  Retirement  Income Security Act of 1974.  Participants  may name,
from  time  to  time,  beneficiaries  (who  may be  named

                                   -25-


<PAGE>

contingently or successively) to whom benefits the Plan will be paid in the
event of their death  before they  receive  any or all such  benefit.  Each
designation  will revoke all prior  designations  by the same  Participant,
shall be in the form  prescribed  by the  Committee,  and will be effective
only  when  filed  by  the  Participant   with  the  Committee  during  the
Participant's  life time. In the absence of any such designation,  benefits
remaining  unpaid  at  the  Participant's   death  shall  be  paid  to  the
Participant's  estate. Except as otherwise permitted by action taken by the
Committee,  the rights of any Participant  under the Plan will  immediately
terminate  if such  Participant:  (i)  attempts to, or does sell or assign,
transfer,  hypothecate,  pledge or otherwise dispose of any right hereunder
prior to the right to  receive  payment  except as  permitted  above or (i)
becomes  insolvent or bankrupt,  or becomes involved in any matter which in
the opinion of the Committee might result in a  Participant's  rights under
the Plan being taken to satisfy the Participant's debts or liabilities.

IN WITNESS  WHEREOF,  the Board of  Directors  has  caused  this Plan to be
signed by its duly appointed officers and its corporate seal to be hereunto
affixed as of this 16th day of June 1997.

     /s/ James R. Wilson
By:________________________________
   Chairman of the Board, President
   and Chief Executive Officer
                                                               -Seal-

ATTESTED:

      /s/ Edwin M. North
By:__________________________
        Secretary



                                   -26-
<PAGE>



==============================================================================
                            THIOKOL CORPORATION
                            EXECUTIVE BONUS PLAN

                                 EXHIBIT A

                         LINEAR INTERPOLATION CHART
                            GROUP A PARTICIPANTS
                             EARNINGS PER SHARE
                              PERFORMANCE GOAL

==============================================================================

ACTUAL EPS ACHIEVED MEASURED                       PERCENTAGE OF TARGET BONUS
   AGAINST EPS GOAL                                  OPPORTUNITY WHICH MAY BE
                                                     EARNED AS AN ACTUAL BONUS
                                                                AWARD
------------------------------------------------------------------------------
       90%                                                          25%
------------------------------------------------------------------------------
       91%                                                        29.5%
------------------------------------------------------------------------------
       92%                                                          34%
------------------------------------------------------------------------------
       93%                                                        38.5%
------------------------------------------------------------------------------
       94%                                                          43%
------------------------------------------------------------------------------
       95%                                                        47.5%
------------------------------------------------------------------------------
       96%                                                          52%
------------------------------------------------------------------------------
       97%                                                        56.5%
------------------------------------------------------------------------------
       98%                                                          61%
------------------------------------------------------------------------------
       99%                                                        65.5%
------------------------------------------------------------------------------
      100%                                                          70%
------------------------------------------------------------------------------
      101%                                                        75.3%
------------------------------------------------------------------------------
      102%                                                        80.7%
------------------------------------------------------------------------------
      103%                                                          86%
------------------------------------------------------------------------------
      104%                                                        91.3%
------------------------------------------------------------------------------
      105%                                                        96.6%
------------------------------------------------------------------------------
      106%                                                         102%
------------------------------------------------------------------------------
      107%                                                       107.3%
------------------------------------------------------------------------------
      108%                                                       112.6%
------------------------------------------------------------------------------
      109%                                                         118%
------------------------------------------------------------------------------
      110%                                                       123.3%
------------------------------------------------------------------------------
      111%                                                       128.6%
------------------------------------------------------------------------------
      112%                                                         134%
------------------------------------------------------------------------------
      113%                                                       139.3%
------------------------------------------------------------------------------
      114%                                                       144.6%
------------------------------------------------------------------------------
      115%                                                         150%
------------------------------------------------------------------------------

                                   -27-
<PAGE>

==============================================================================
                            THIOKOL CORPORATION
                            EXECUTIVE BONUS PLAN

                                EXHIBIT A-1

                         LINEAR INTERPOLATION CHART
                            GROUP B PARTICIPANTS
                         OPERATING UNIT NET PROFIT
                              PERFORMANCE GOAL

==============================================================================

ACTUAL OPERATING UNIT NET PROFIT                 PERCENTAGE OF TARGET BONUS
    ACHIEVED MEASURED                             OPPORTUNITY WHICH MAY BE
 AGAINST OPERATING UNIT                            EARNED AS AN ACTUAL BONUS
    NET PROFIT GOAL                                         AWARD
------------------------------------------------------------------------------
         90%                                               25%
------------------------------------------------------------------------------
         91%                                             29.5%
------------------------------------------------------------------------------
         92%                                               34%
------------------------------------------------------------------------------
         93%                                             38.5%
------------------------------------------------------------------------------
         94%                                               43%
------------------------------------------------------------------------------
         95%                                             47.5%
------------------------------------------------------------------------------
         96%                                               52%
------------------------------------------------------------------------------
         97%                                             56.5%
------------------------------------------------------------------------------
         98%                                               61%
------------------------------------------------------------------------------
         99%                                             65.5%
------------------------------------------------------------------------------
        100%                                               70%
------------------------------------------------------------------------------
        101%                                             75.3%
------------------------------------------------------------------------------
        102%                                             80.7%
------------------------------------------------------------------------------
        103%                                               86%
------------------------------------------------------------------------------
        104%                                             91.3%
------------------------------------------------------------------------------
        105%                                             96.6%
------------------------------------------------------------------------------
        106%                                              102%
------------------------------------------------------------------------------
        107%                                            107.3%
------------------------------------------------------------------------------
        108%                                            112.6%
------------------------------------------------------------------------------
        109%                                              118%
------------------------------------------------------------------------------
        110%                                            123.3%
------------------------------------------------------------------------------
        111%                                            128.6%
------------------------------------------------------------------------------
        112%                                              134%
------------------------------------------------------------------------------
        113%                                            139.3%
------------------------------------------------------------------------------
        114%                                            144.6%
------------------------------------------------------------------------------
        115%                                              150%
------------------------------------------------------------------------------

                                   -28-
<PAGE>

==============================================================================
                            THIOKOL CORPORATION
                            EXECUTIVE BONUS PLAN

                                EXHIBIT A-2

                         LINEAR INTERPOLATION CHART
                            GROUP C PARTICIPANTS
                          DIVISION UNIT NET PROFIT
                              PERFORMANCE GOAL

==============================================================================

ACTUAL DIVISION NET PROFIT                      PERCENTAGE OF TARGET BONUS
ACHIEVED MEASURED AGAINST                         OPPORTUNITY WHICH MAY BE
DIVISION NET PRE-TAX                              EARNED AS AN ACTUAL BONUS
    PROFIT GOAL                                               AWARD
------------------------------------------------------------------------------
       90%                                                     25%
------------------------------------------------------------------------------
       91%                                                   29.5%
------------------------------------------------------------------------------
       92%                                                     34%
------------------------------------------------------------------------------
       93%                                                   38.5%
------------------------------------------------------------------------------
       94%                                                     43%
------------------------------------------------------------------------------
       95%                                                   47.5%
------------------------------------------------------------------------------
       96%                                                     52%
------------------------------------------------------------------------------
       97%                                                   56.5%
------------------------------------------------------------------------------
       98%                                                     61%
------------------------------------------------------------------------------
       99%                                                   65.5%
------------------------------------------------------------------------------
      100%                                                     70%
------------------------------------------------------------------------------
      101%                                                   75.3%
------------------------------------------------------------------------------
      102%                                                   80.7%
------------------------------------------------------------------------------
      103%                                                     86%
------------------------------------------------------------------------------
      104%                                                   91.3%
------------------------------------------------------------------------------
      105%                                                   96.6%
------------------------------------------------------------------------------
      106%                                                    102%
------------------------------------------------------------------------------
      107%                                                  107.3%
------------------------------------------------------------------------------
      108%                                                  112.6%
------------------------------------------------------------------------------
      109%                                                    118%
------------------------------------------------------------------------------
      110%                                                  123.3%
------------------------------------------------------------------------------
      111%                                                  128.6%
------------------------------------------------------------------------------
      112%                                                    134%
------------------------------------------------------------------------------
      113%                                                   39.3%
------------------------------------------------------------------------------
      114%                                                  144.6%
------------------------------------------------------------------------------
      115%                                                    150%
------------------------------------------------------------------------------

                                   -29-