Trust Under Income Security Plan

Exhibit 10.20.1


TRUST UNDER
ALLIANT TECHSYSTEMS INC.
INCOME SECURITY PLAN


THIS AGREEMENT, made this fourth day of May, 1998, by and between ALLIANT TECHSYSTEMS INC., a Delaware corporation ("Company") and U.S. BANK NATIONAL ASSOCIATION ("Trustee").


WITNESSETH:


WHEREAS, Company has adopted the Alliant Techsystems Inc. Income Security Plan ("Plan"); and


WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan ("Plan participants" or "participants"); and


WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan; and


WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan.


NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:


Section 1. Establishment of Trust


(a) Company shall from time to time make deposits in cash or cash
equivalents with Trustee in trust, which shall become the
principal of the Trust to be held, administered and disposed
of by Trustee as provided in this Trust Agreement. The Trust
shall be established and maintained as a revocable "grantor
trust" within the meaning of Section 671 and following of the
Internal Revenue Code of 1986, as amended.


(b) The principal of the Trust, and any earnings thereon, shall be
held separate and apart from other funds of Company and shall
be used exclusively for the uses and purposes of Plan
participants and beneficiaries.


(c) Company, in its sole discretion, may at any time, or from time
to time, make additional deposits of cash or cash equivalents
in trust with Trustee to augment the principal to be held,
administered and disposed of by Trustee as provided in


this Trust Agreement. Neither Trustee nor any Plan participant
or beneficiary shall have any right to compel such additional
deposits.


Section 2. Payments to Plan Participants and Their Beneficiaries and Tax
Determinations


(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of
each Plan participant (and his or her beneficiaries), that (i)
provides a formula or other instructions acceptable to Trustee
for determining the amounts so payable, (ii) the form in which
such amount is to be paid (as provided for or available under
the Plan), and (iii) the time of commencement for payment of
such amounts. Company may revise any such Payment Schedule to
reflect adjustments to payments required or permitted under
the terms of the Plan. Trustee shall make payments to the Plan
participants and their beneficiaries in accordance with such
Payment Schedule or revised Payment Schedule. The Trustee
shall make provision for the reporting and withholding of any
federal, state or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to
the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company. In addition,
to the extent that Company contributions to the Trust result
in the imposition of federal, state or local taxes to be paid
by a participant, Trustee shall determine such tax amounts for
each participant and inform Company of such determination. It
is Company's intention, pursuant to the terms of the Plan,
that no amount shall be vested with respect to a participant
until there has been a Change of Control as defined herein,
and the participant has sustained a Qualifying Termination, as
defined in the Plan.


(b) The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined
by Company or such party as it shall designate under the Plan,
and any claim for such benefits shall be considered and
reviewed under the procedures set out in the Plan.


Section 3. Trustee Investment Authority


(a) Trustee shall have the power and authority provided under
Chapter 501B of the Minnesota Statutes, as amended, or its
successor provisions, to invest and reinvest, without
distinction between principal and income, the assets of the
Trust. In no event, however, may Trustee invest in securities
(including stock or rights to acquire stock) or obligations
issued by Company, other than a DE MINIMIS amount held in
common investment vehicles (including mutual funds for which
Trustee or any affiliate of Trustee serves as investment
advisor, custodian or other service provider) in which Trustee
invests. All rights associated with assets of the Trust shall
be exercised by Trustee or the other person designated by
Trustee, and shall in no event be exercisable by or rest with
Plan participants.


(b) Assets of the Trust may be invested and reinvested by Trustee
in any real or personal property as an ordinary prudent
investor of intelligence and integrity would purchase in an
exercise of reasonable care, judgment and diligence,
including, but merely by way of illustration:


(1) bonds, mortgages, notes, debentures, equipment trust
certificates, interest in investment trusts, shares
of stock, whether common or preferred, shares of
regulated investment companies (i.e., mutual funds,
including mutual funds for which Trustee or any
affiliate of Trustee serves as investment advisor,
custodian or other service provider as disclosed in
the current mutual fund prospectus to be provided to
Company), leasehold interest, real estate, money
market securities, such insurance company group
annuity or other insurance contracts as Company may
specify, and any other property which it may deem
suitable;


(2) commingling funds of the Trust with those of other
funds with respect to which Trustee is acting in a
fiduciary capacity and to retaining any such
investment coming into its possession as Trustee:


(3) commingling funds of the Trust with any common trust
funds maintained by Trustee or any affiliate thereof;


(4) depositing any portion of the trust fund in bank
accounts, certificates of deposit, time deposit open
accounts and other similar investments which bear a
reasonable rate of interest, in the banking
department of any bank or trust company, including
the banking department of Trustee or of any affiliate
thereof;


(5) retaining in cash or other investments which are
unproductive of income so much of the Trust fund as
it may deem advisable (e.g., Trust assets pending
investment or disbursement) which may include
retention of trust assets in noninterest-bearing
accounts in the banking department of Trustee or any
affiliate thereof;


(6) retaining the entire or a substantial part of the
principal in any shares or other interest in assets
used to initially fund the Trust or to sell all or
any part of the interest. Trustee is authorized to
retain this interest without liability for failure to
sell the interest even though the retention may
result in lack of diversification or the interest is
not the character or quality of investment permitted
by law for Trustee.


Section 4 Disposition of Income


During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and
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