Alliant Techsystems Inc. Supplemental Executive Retirement Plan

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





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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




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APPENDIX A 97 ALLIANT TECHSYSTEMS INC SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS

APPENDIX B 97 ALLIANT TECHSYSTEMS INC SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986

APPENDIX C 97 ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN

APPENDIX D 97 CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

APPENDIX E 97 INDIVIDUAL EMPLOYMENT AGREEMENTS




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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 participant92s 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



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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.



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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.



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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 person92 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:



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(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



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(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 Employee92s 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.



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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:



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(i) acquisition by an individual, entity or group of 15% or more of Alliant92s 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 Alliant92s business or activities engaged in while on Alliant92s premises or in connection ...