8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 31, 2013

Alliant Techsystems Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-10582	41-1672694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1300 Wilson Boulevard, Suite 400 Arlington, Virginia	22209-2307
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (703) 412-5960

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On January 31, 2013, the Personnel and Compensation Committee (the “Committee”) of the Board of Directors of Alliant Techsystems Inc. (“ATK”) approved amendments to ATK’s qualified retirement plans to freeze the current pension formulas for affected employees who earn a benefit under ATK’s defined benefit pension plans and to implement a new cash balance formula.  The changes also provide for an increase in the maximum matching contribution in ATK’s 401(k) Plan for those affected employees.  In connection with these amendments, the Committee also approved corresponding changes to ATK’s nonqualified defined benefit Supplemental Executive Retirement Plan (“DB SERP”) and Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”) for certain highly compensated employees.  ATK expects these plan amendments to enhance its business competitiveness and also make its benefit costs more predictable and sustainable.

Specifically, the key amendments to ATK’s qualified and nonqualified retirement plans are as follows:

·Effective June 30, 2013, a freeze of affected employees’ current pension formulas under ATK’s qualified defined benefit pension plans.

·Effective July 1, 2013, the implementation of a new cash balance formula in those pension plans, in which each affected employee will have a hypothetical individual account that will be provided with pay credits based on the sum of that employee’s age plus years of pension service as of December 31 of each calendar year, plus 4% annual interest credits.

·Effective July 1, 2013, an increase in the maximum matching contribution in ATK’s 401(k) Plan for affected employees, to 4.5% of eligible pay.

·After June 30, 2013, DB SERP participants will no longer earn benefits based on the current formulas under the qualified defined benefit plans.  Instead, those participants will earn benefits based on the new cash balance formula in the qualified defined benefit plans but only with respect to eligible pay that exceeds the IRS annual compensation limit ($255,000 in 2013) and any eligible pay deferred under ATK’s Nonqualified Deferred Compensation Plan.  The amended and restated DB SERP is attached to this report as Exhibit 10.1 and is hereby incorporated by reference.

·Effective July 1, 2013, the provision of a supplemental allocation in the DC SERP equal to the maximum matching contribution percentage in ATK’s 401(k) Plan (4.5%) of eligible pay in excess of the IRS annual compensation limit for participants who contribute the maximum allowable before-tax or Roth 401(k) contribution to the 401(k) Plan.  The amended and restated DC SERP is attached to this report as Exhibit 10.2 and is hereby incorporated by reference.

These amendments to ATK’s qualified and nonqualified retirement plans apply to ATK’s executive officers.  For those executive officers who participate in ATK’s qualified and nonqualified defined benefit retirement plans, the impact of the amendments is generally expected to decrease the future benefits they otherwise would have received under those defined benefit retirement plans and increase by a lesser amount the benefits they are anticipated to receive under ATK’s defined contribution plans (the 401(k) Plan and DC SERP).  For those executive officers who do not participate in ATK’s defined benefit plans, their future benefits under the DC SERP may increase to provide an equivalent, market-competitive retirement benefit to all of ATK’s executive officers.  ATK’s named executive officers and other employees

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affected by the pension formula change will retain benefits earned through June 30, 2013 under their current pension formulas.  Benefit amounts related to these amendments will be reflected in ATK’s future annual meeting proxy statements for ATK’s named executive officers.

Item 7.01.  Regulation FD Disclosure.

The information in Item 5.02(e) above is hereby furnished under this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1	Alliant Techsystems Inc. Defined Benefit Supplemental Executive Retirement Plan, as Amended and Restated effective July 1, 2013.
10.2	Alliant Techsystems Inc. Defined Contribution Supplemental Executive Retirement Plan, as Amended and Restated effective July 1, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALLIANT TECHSYSTEMS INC.
	By:	/s/ SCOTT D. CHAPLIN
	Name:	Scott D. Chaplin
	Title:	Senior Vice President, General
		Counsel and Secretary
Date: February 4, 2013

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EX-10.1

Exhibit 10.1

ALLIANT TECHSYSTEMS INC. DEFINED BENEFIT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective July 1, 2013

ALLIANT TECHSYSTEMS INC. DEFINED BENEFIT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

			Page
SECTION 1		INTRODUCTION	1
1.1.	Purposes of Plan		1
1.2.	History		1
1.3.	Adoption of Plan		3
SECTION 2		PLAN NAME	4
SECTION 3		PARTICIPATING EMPLOYEES	4
3.1.	Participating Employees		4
3.2.	Applicable Pension Plans		5
3.3.	Overriding Exclusion		5
SECTION 4		BENEFITS PAYABLE	5
4.1.	Benefit for Participating Employees		5
	4.1.1.  Amount of Benefit		5
	4.1.2.  Form of Payment		6
4.2.	Benefit to Beneficiaries		9
	4.2.1.  Amount of Benefit		9
	4.2.2.  Form of Payment		10
4.3.	Special Rule for CECP		10
4.4.	Vesting		11
4.5.	General Distribution Rules		11
	4.5.1.  Section 162(m) Determination		11
	4.5.2.  Exception for Small Benefits		11
SECTION 5		FUNDING	12
5.1.	Funding		12
5.2.	Corporate Obligation		12
SECTION 6		GENERAL MATTERS	12

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6.1.	Amendment and Termination			12
6.2.	Limited Benefits			13
6.3.	Spendthrift Provision			13
6.4.	Errors in Computations			13
6.5.	Correction of Errors			13
SECTION 7			FORFEITURE OF BENEFITS	14
SECTION 8			DETERMINATIONS AND CLAIMS PROCEDURE	15
8.1.	Determinations			15
8.2.	Claims Procedure			15
	8.2.1.  Original Claim			15
	8.2.2.  Review of Denied Claim			15
	8.2.3.  General Rules			16
8.3.	Limitations and Exhaustion			16
	8.3.1.  Limitations			16
	8.3.2.  Exhaustion Required			17
SECTION 9		PLAN ADMINISTRATION		17
9.1.	Committee			17
9.2.	Senior Vice President of Human Resources			17
9.3.	PRC			18
9.4.	Delegation			18
9.5.	Conflict of Interest			18
9.6.	Administrator			18
9.7.	Service of Process			18
9.8.	Expenses			18
9.9.	Tax Withholding			19
9.10.	Certifications			19
9.11.	Rules and Regulations			19
SECTION 10				19
10.1.	Defined Terms			19
10.2.	ERISA Status			19
10.3.	IRC Status			19

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10.4.	Effect on Other Plans	19
10.5.	Disqualification	19
10.6.	Rules of Document Construction	20
10.7.	References to Laws	20
10.8.	Effect on Employment	20
10.9.	Choice of Law	20

APPENDIX A	ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS	A-1
APPENDIX B	ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986	B-1
APPENDIX C	ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN	C-1
APPENDIX D	CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN	D-1
APPENDIX E	INDIVIDUAL EMPLOYMENT AGREEMENTS	E-1
APPENDIX F	SPECIAL SERP BENEFIT	F-1

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ALLIANT TECHSYSTEMS INC. DEFINED BENEFIT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated July 1, 2013

SECTION 1

INTRODUCTION

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

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 was merged with and into this Alliant Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.

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

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

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

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

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

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

This Plan is amended and restated effective July 1, 2013 to rename it the “ALLIANT TECHSYSTEMS INC. DEFINED BENEFIT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN” and to reflect certain changes to the Pension Plans.

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SECTION 2

PLAN NAME

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

SECTION 3

PARTICIPATING EMPLOYEES

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

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

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

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

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

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.

Notwithstanding anything apparently to the contrary contained in this Plan, no individual hired or rehired as an employee of Alliant or any of its affiliates on or after January 1, 2007 shall be a Participating Employee with respect to any period of employment beginning on or after January

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1, 2007, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.

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 Formula, the Alliant Techsystems Inc. Aerospace Pension Formula, the ATK SEG Retirement Formula, the Federal Cartridge Company Pension Formula, the ATK Pension Equity Formula, the Alliant Lake City Retirement Formula, the Alliant Techsystems Inc. Retirement Income Formula (GOCO), and the ATK Cash Balance Formula; and

(b)Thiokol Propulsion Pension Plan, including the benefit structures known as the Former Thiokol Propulsion Pension Plan Formula, the Thiokol Pension Equity Formula, and the Thiokol Cash Balance Formula.

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

SECTION 4

BENEFITS PAYABLE

4.1.Benefit for Participating Employees

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

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

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

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

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

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

(b)the amount actually paid from the applicable Pension Plan.

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

Notwithstanding anything to the contrary in the Plan, this Plan shall pay to Participating Employees identified on Schedule 1 attached to the Plan who terminate employment at or after age 55 the greater of (i) the amount determined under this Section 4.1.1 or (ii) the amount determined under this Section 4.1.1 as of June 30, 2013 as if the applicable Pension Plan were the benefit structure known as the ATK Pension Equity Formula under the Alliant Techsystems Inc. Pension and Retirement Plan plus the amount otherwise determined under Section 4.1.1 with respect to service beginning July 1, 2013.

Notwithstanding anything apparently to the contrary in this Plan, no benefit of a Participating Employee who is a former employee of Alliant or any of its affiliates and who is rehired by Alliant or any of its affiliates on or after January 1, 2007 shall be attributable in whole or in part to employment, services or compensation after such rehire date, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.

4.1.2.Form of Payment.

(a)Except as otherwise provided in this Section 4.1.2, for any Participating Employee who terminates employment and receives or begins to receive benefits under the applicable Pension Plan on or before December 31, 2006, the benefit under this Plan (minus any withholding and payroll taxes which must be deducted therefrom) shall be paid to the Participating Employee in the same manner, at the same time, for the same duration and

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in the same form as if such benefit has been paid directly from the applicable Pension Plan.  All elections and optional forms of settlement in effect and all other rules governing the payment of benefits under the applicable Pension Plan shall, to the extent practicable, be given effect under this Plan so that the Participating Employee will receive from a combination of the applicable Pension Plan and this Plan the same benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) which would have been received under the applicable Pension Plan if this Plan benefit had been paid from the applicable Pension Plan.

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

(c)Each Participating Employee identified on Schedule 2 attached to this Plan shall be permitted to elect on or before December 31, 2005 to receive benefits under this Plan in the form of a lump sum or any other form of payment available under the applicable Pension Plan. Lump sum payments shall be calculated as of the first day of the month following termination of employment, using the interest rate and mortality table described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment.  Such payment shall be or begin to be made on the first day of the seventh month following the month in which the Participating Employee terminates employment if the Participating Employee is a “key employee,” within the meaning of section 416(i) of the Code (disregarding section 416(i)(5)), or on the first day of the first month following termination of employment if the Participating Employee is not such a “key employee,” but in no event later than the later of (i) the ninetieth day after whichever such date applies, or (ii) the last day of the calendar year in which such date occurs.  Lump sum payments to “key employees” shall be credited with simple interest from the first day of the month following termination of employment to the date of payment at the interest rate described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment.  In the case of payments in a form other than a lump sum, the first such payment to a Participating Employee who is a “key employee” shall include the amounts of the monthly payments for the preceding six months. If a Participating Employee identified in Schedule 2 elects a joint and survivor annuity, and the Participating Employee’s joint annuitant dies before payments begin, amounts otherwise payable as a joint and survivor annuity shall be paid in the form of a single life annuity.

(d)Each Participating Employee not described in subsections (a), (b) or (c) of this Section 4.1.2, who terminates employment on or before December 31,

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2006, shall receive payment of benefits under this Plan in the form of a lump sum on the later of (i) the earliest date after January 1, 2007 on which payment is administratively practicable, or (ii) the first day of the seventh month following termination of employment, but in neither case later than December 31, 2007.  Lump sum payments shall be calculated as of January 1, 2007, using the mortality table described in section 417(e) of the Code and an interest rate that is the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on that date, except that lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Formula, the ATK Pension Equity Formula or the ATK Cash Balance Formula under the Alliant Techsystems Inc. Pension and Retirement Plan, or (B) the Thiokol Pension Equity Formula or Thiokol Cash Balance Formula under the Thiokol Propulsion Pension Plan, shall be their Account Balances (as that term is defined under those benefit structures, respectively).  Lump sum payments made after January 31, 2007 shall be credited with simple interest for the period from January 1, 2007 until the date of payment at a rate equal to the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on January 1, 2007.

(e)Each Participating Employee not described in subsections (a), (b), (c), or (d) of this Section 4.1.2 shall receive payment of benefits under this Plan in the form of a lump sum on the later of (i) the first day of the seventh month following the month in which the Participating Employee terminates employment or (ii) February 1 of the calendar year following the calendar year in which the Participating Employee terminates employment, but in neither case later than the last day of the calendar year following the calendar year in which the Participating Employee terminates employment.  All lump sum amounts paid under this Subsection (e) shall be determined as of the date of termination of employment, based on the mortality table described in section 417(e) of the Code and an interest rate that is the greater of 6% or the interest rate described in section 417(e) of the Code (as in effect under the Pension Plan on the first day of the month following termination of employment), except that lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Formula, the ATK Pension Equity Formula or the ATK Cash Balance Formula under the Alliant Techsystems Inc. Pension and Retirement Plan, or (B) the Thiokol Pension Equity Formula or Thiokol Cash Balance Formula under the Thiokol Propulsion Pension Plan, shall be their Account Balances (as that term is defined under those benefit structures, respectively).  Simple interest will be credited for the period from the first day of the month following termination of employment until the date of payment, at a rate equal to the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment.

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(f)For purposes of Section 4.6.2 and subsections (d) and (e) of this Section 4.1.2, for lump sums calculated using the stated interest and mortality factors, lump sum amounts shall be determined on the basis of (i) the immediate annuity to which the Participating Employee is entitled under the applicable Pension Plan in the case of a Participating Employee who is entitled to an immediate annuity under the applicable Pension Plan, or (ii) the annuity to which the Participating Employee is entitled at Normal Retirement Age (as that term is defined in the applicable Pension Plan) under the applicable Pension Plan in the case of a Participating Employee who is not entitled to an immediate annuity under the applicable Pension Plan.

(g)Any reference in this Plan to termination of employment shall mean the separation from service with Alliant and all entities treated as members of the same controlled group with Alliant under section 414(b) or (c) of the Code.  Controlled group membership shall be determined by substituting “at least 50 percent” for “at least 80 percent” each place it appears in section 1563(a)(1), (2) and (3) of the Code, and by substituting “at least 50 percent” for “at least 80 percent” each place it appears in Treas. Reg. § 1.414(c)-2.

4.2.Benefit to Beneficiaries.

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

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

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

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

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

9

(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.  Notwithstanding the foregoing provisions of this Section 4.2.2, in the event of the death of any Participating Employee who (i) is not described in subsections (a), (b), or (c) of Section 4.1.2 or (ii) is described in subsection (c) of Section 4.1.2 but dies before payment under this Plan has been made or begun, payment of any benefits under this Section 4.2 shall be made in a lump sum, determined in accordance with Section 4.1.2(d) or (e), as applicable, as soon as administratively practicable after the Participating Employee’s death, but in no event later than the later of the ninetieth day after the Participating Employee’s death or the last day of the calendar year in which the Participating Employee’s death occurs.

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

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

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

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

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

4.5.General Distribution Rules.

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

4.5.2.Exception for Small Benefits.  Notwithstanding any other provision of this Plan to the contrary, Alliant shall pay any benefit which is payable under this Plan to a Participating Employee or a Beneficiary in a lump sum payment, at the time otherwise required under the terms of this Plan, if the present value of the benefit (as determined under the actuarial factors for the applicable Pension Plan for such Participating Employee or Beneficiary) is $50,000 or less, and the Participating Employee or Beneficiary either has accrued a benefit under this Plan after December 31, 2004 or is not receiving benefit payments under this Plan on or before December 31, 2005.  In the case of any Participating Employee or Beneficiary who accrued no benefit under this Plan after December 31, 2004 and is receiving benefit payments under this Plan on or before December 31, 2005, Alliant, in its discretion, may pay any remaining benefit which is payable under this Plan in a lump sum payment if the present value of the benefit (as determined under the actuarial factors for the applicable Pension Plan for such Participating Employee or Beneficiary) is $50,000 or less.  Notwithstanding any provisions of this Section 4.6.2 to the contrary, lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Formula, the ATK Pension Equity Formula or the ATK Cash Balance Formula under the Alliant Techsystems Inc. Pension and Retirement Plan, or (B) the Thiokol Pension Equity Formula or Thiokol Cash Balance

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Formula under the Thiokol Propulsion Pension Plan, shall be their Account Balances (as that term is defined under those benefit structures, respectively).

SECTION 5

FUNDING

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

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

SECTION 6

GENERAL MATTERS

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

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

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

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

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

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

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

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

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

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which would have been payable on the basis of the truth and the provisions of this Plan document.

SECTION 7

FORFEITURE OF BENEFITS

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

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

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

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

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

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

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

(g)engaged in theft of assets or funds of Alliant or an affiliate of Alliant; or

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

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

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SECTION 8

DETERMINATIONS AND CLAIMS PROCEDURE

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

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

8.2.1.Original Claim.  Any person may, if he or she so desires, file with the PRC (or in the case of a Section 16 officer, the Committee) a written claim for benefits under this Plan.  Within ninety (90) days after the filing of such a claim, the PRC (or the Committee for a Section 16 officer) shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim.  If the claim is denied in whole or in part, the PRC (or the Committee for a Section 16 officer) shall state in writing:

(a)the specific reasons for the denial;

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

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

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

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

15

twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

8.2.3.General Rules.

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

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

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

(d)A claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the PRC and the Committee reserves the right to require the claimant to furnish written authorization.  A claimant’s representative shall be entitled, upon request, to copies of all notices given to the claimant.

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

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

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

8.3.Limitations and Exhaustion.

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

16

law) may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of:

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

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

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

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

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

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

SECTION 9

PLAN ADMINISTRATION

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

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

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

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

17

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 10

CONSTRUCTION

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

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

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

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

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

19

absence of a conviction of felonious and intentional killing, the PRC shall determine whether the killing was felonious and intentional for this purpose.

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

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

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

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

This Plan, as amended and restated herein, was adopted by the Personnel and Compensation Committee of the Board of Directors of Alliant Techsystems Inc. on this 31st day of January, 2013.

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SCHEDULE 1

SERP

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

Blake Larson

EX-10.2

Exhibit 10.2

ALLIANT TECHSYSTEMS INC.

Defined Contribution Supplemental Executive Retirement Plan

Master Plan Document

As Amended and Restated
Effective July 1, 2013

TABLE OF CONTENTS

		Page
ARTICLE 1	Definitions	1
ARTICLE 2	Eligibility	4
2.1	Eligibility	4
2.2	Termination of a Participant’s Eligibility	4
ARTICLE 3	Company Contribution Amounts; Vesting; Crediting; Taxes	4
3.1	Company Contribution Amounts	4
3.2	Crediting of Amounts after Benefit Distribution	5
3.3	Vesting	5
3.4	Crediting and Debiting of Account Balances	6
3.5	FICA and Other Taxes	7
ARTICLE 4	Distribution of Benefits	7
4.1	Benefit Distribution Date	7
4.2	Actual Payment Date	7
4.3	Payment in Cash	7
ARTICLE 5	Beneficiary Designation	8
5.1	Beneficiary	8
5.2	Beneficiary Designation; Change; Spousal Consent	8
5.3	Receipt	8
5.4	No Beneficiary Designation	8
5.5	Doubt as to Beneficiary	8
5.6	Discharge of Obligations	8
ARTICLE 6	Leave of Absence	8
6.1	Paid Leave of Absence	8
6.2	Unpaid Leave of Absence	8
ARTICLE 7	Termination of Plan, Amendment or Modification	9
7.1	Termination of Plan	9
7.2	Amendment	9
7.3	Effect of Payment	9

ARTICLE 8	Administration	9
8.1	Committee Duties	9
8.2	Agents	10
8.3	Binding Effect of Decisions	10
8.4	Indemnity	10
8.5	Employer Information	10
ARTICLE 9	Other Benefits and Agreements	10
9.1	Coordination with Other Benefits	10
ARTICLE 10	Trust	10
10.1	Establishment of the Trust	10
10.2	Interrelationship of the Plan and the Trust	10
10.3	Distributions From the Trust	10
ARTICLE 11	Claims Procedures	11
11.1	Presentation of Claim	11
11.2	Notification of Decision	11
11.3	Review of a Denied Claim	11
11.4	Decision on Review	11
11.5	Legal Action	12
11.6	Determinations	12
ARTICLE 12	Miscellaneous	12
12.1	Status of Plan	12
12.2	Unsecured General Creditor	12
12.3	Employer’s Liability	13
12.4	Nonassignability	13
12.5	Not a Contract of Employment	13
12.6	Furnishing Information	13
12.7	Terms	13
12.8	Captions	13
12.9	Governing Law	13
12.10	Notice	13
12.11	Successors	14
12.12	Spouse’s Interest	14
12.13	Validity	14
12.14	Incompetent	14
12.15	Deduction Limitation on Benefit Payments	14
12.16	Insurance	14

ALLIANT TECHSYSTEMS INC.

DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated Effective July 1, 2013

Statement of Plan

ALLIANT TECHSYSTEMS INC., a Delaware corporation (hereinafter, the “Company”), hereby creates a nonqualified, unfunded, deferred compensation plan for the benefit of a select group of management and highly compensated employees whose Company contributions for a Plan Year under the 401(k) Plan are limited by section 401(a)(17) of the Code or as a result of the Participant’s deferrals under the Nonqualified Deferred Compensation Plan.

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries. This Plan is nonqualified and unfunded for tax purposes and for purposes of Title I of ERISA.

ARTICLE 1
Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts under this Plan. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2“Administrator” shall mean the Company, the Committee, and any person or committee of persons responsible for performing administrative functions under this Plan.

1.3“Annual Accounts” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount, the sum of:  (i) the Participant’s Company 401(k) NEC Contribution Amount and the Company 401(k) Matching Contribution Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Accounts for such Plan Year. The Annual Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.4“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 5, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.5“Beneficiary Designation Form” shall mean the form, which may be in electronic format, established from time to time by the Senior Vice President of Human Resources that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries.

1.6“Benefit Distribution Date” shall mean the date that triggers distribution of a Participant’s vested Account Balance.

A Participant’s Benefit Distribution Date shall be the earliest to occur of any one of the following:

(a)If the Participant experiences a Termination of Employment, his or her Benefit Distribution Date shall be the later of (i) the first day of the seventh month following the month in which the Participant

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experiences a Termination of Employment or (ii) the February 1 of the calendar year following the calendar year in which the Participant experiences a Termination of Employment; or

(b)As soon as administratively practicable after the Company is provided with proof that is satisfactory to the Senior Vice President of Human Resources of the Participant’s death, if the Participant dies prior to the complete distribution of his or her vested Account Balance.

1.7“Board” shall mean the board of directors of the Company.

1.8“Claimant” shall have the meaning set forth in Section 11.1.

1.9“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.10“Committee” shall mean the Personnel and Compensation Committee (also known as the “P&C”) of the Board of Directors of the Company or any successor committee of the Board.

1.11“Company” shall mean ALLIANT TECHSYSTEMS INC., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.12“Company Contribution Account” shall mean (i) the sum of the Participant’s Company 401(k) NEC Contributions and Company 401(k) Matching Contributions under this Plan, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

1.13“Company Contribution Amounts” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.1.

1.14“Company 401(k) Matching Contributions” shall mean the sum of the Participant’s Company 401(k) Matching Contribution Amounts under this Plan for all Plan Years.

1.15“Company 401(k) Matching Contribution Amounts” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.1(b).

1.16“Company 401(k) NEC Contributions” shall mean the sum of the Participant’s Company 401(k) NEC Contribution Amounts under this Plan for all Plan Years.

1.17“Company 401(k) NEC Contribution Amounts” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.1(a).

1.18“Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Section 12.15.

1.19“Employee” shall mean a person who is an employee of any Employer.

1.20“Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have employees who participate in the Plan.

1.21“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.22“401(k) Plan Before Tax Contributions” shall mean elective salary reduction deferral amounts made on a before tax basis on behalf of eligible participants under the 401(k) Plan.

1.23“401(k) Plan Matching Contributions” shall mean employer contributions made on behalf of eligible participants in the 401(k) Plan, which are based on a specified percentage of the Participant’s 401(k) Plan Before Tax Contributions and Roth 401(k) Plan Contributions, if any, under the 401(k) Plan.

1.24“401(k) Plan NEC” shall mean any non-elective contribution made on behalf of eligible participants under the 401(k) Plan that is based on age and service points.

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1.25“401(k) Plan NEC Percentage” shall mean the percentage of Recognized Compensation used for purposes of determining an eligible participant’s 401(k) NEC (as may be amended under the 401(k) Plan from time to time) and which is currently one of the following:

Points (As defined in the 401(k) Plan)	Percentage
Less than 40	2.5	%
40 to 59	3.0	%
60 or more	4.0	%

1.26“401(k) Plan” shall mean the ALLIANT TECHSYSTEMS INC. 401(k) Plan, as amended from time to time.

1.27“Investment Election Form” shall mean the form, which may be in electronic format, established from time to time by the PRC that a Participant completes, signs and returns to the Company to make an election under the Plan.

1.28“Nonqualified Deferred Compensation Plan” shall mean the ALLIANT TECHSYSTEMS INC. Nonqualified Deferred Compensation Plan, as amended from time to time.

1.29“Participant” shall mean any Employee who is eligible to participate in the Plan.

1.30“Plan” shall mean the ALLIANT TECHSYSTEMS INC. Defined Contribution Supplemental Executive Retirement Plan, which shall be evidenced by this instrument, as it may be amended from time to time.

1.31“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31of such calendar year.

1.32“PRC” shall mean the ATK Pension and Retirement Committee.

1.33“Recognized Compensation” shall mean, for the period in which such amounts are paid, Recognized Compensation as defined under the 401(k) Plan (as amended from time to time); provided, however, that in determining a Participant’s Recognized Compensation for purposes of this Plan there shall be included: (i) deferrals under the Nonqualified Deferred Compensation Plan to the extent that such compensation would have been recognized as Recognized Compensation under the 401(k) Plan in the Plan Year that it would have been paid had there been no deferral, and (ii) compensation that would have been recognized as Recognized Compensation under the 401(k) Plan for the Plan Year in which paid without regard to the dollar limitation in effect under section 401(a)(17) of the Code.

1.34“Roth 401(k) Plan Contributions” shall mean elective salary reduction deferral amounts made on a Roth 401(k) after tax basis on behalf of eligible participants under the 401(k) Plan.

1.35“Section 16 Officer” shall mean an “officer” of the Company as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended.

1.36“Senior Vice President of Human Resources” shall mean the most senior officer of the Company in charge of the human resources function at the time the action is taken with respect to the Plan.

1.37“Terminate the Plan” or “Termination of the Plan” shall mean a determination by the Committee that all Participants shall no longer be eligible to participate in the Plan and that Participants shall no longer be eligible to receive Company contributions under this Plan.

1.38“Termination of Employment” shall mean the separation from service with all Employers and all entities treated as members of the same controlled group with any Employer under Section 414(b) or (c) of the Code, voluntarily or involuntarily, for any reason other than death or an authorized leave of absence. Controlled group membership shall be determined by substituting “at least 50 percent” for “at least 80 percent” each place it appears in section

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1563(a)(1), (2) and (3) of the Code, and by substituting “at least 50 percent” for “at least 80 percent” each place it appears in Treas. Reg. §1.414(c)-2.

1.39“Trust” shall mean one or more trusts established by the Company in accordance with Article 10.

1.40“Vesting Service” shall mean an Employee’s period of “Vesting Service” as determined under the 401(k) Plan.

ARTICLE 2
Eligibility

2.1Eligibility. An employee of the Employer shall be eligible to receive a credit in accordance with Section 3.1 for a Plan Year if the employee:  (i) is a participant in the 401(k) Plan and his or her 401(k) Plan NEC for the Plan Year is reduced by section 401(a)(17) of the Code; (ii) is a participant in the 401(k) Plan and the Nonqualified Deferred Compensation Plan and his or her 401(k) Plan NEC for the Plan Year is reduced due to the employee’s deferrals under the Nonqualified Deferred Compensation Plan, or (iii) is a participant in the 401(k) Plan whose combined 401(k) Plan Before Tax Contributions and Roth 401(k) Plan Contributions under the 401(k) Plan equal or exceed the “applicable dollar amount” under Section 402(g)(i)(B) of the Code for a given Plan Year and whose Recognized Compensation for that Plan Year exceeds the annual compensation limit in effect for such Plan Year under Section 401(a)(17) of the Code.

2.2Termination of a Participant’s Eligibility. In the event that a Participant is no longer eligible to receive credits under this Plan, the Participant’s Account Balance shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.

ARTICLE 3

Company Contribution Amounts;
Vesting; Crediting; Taxes

3.1Company Contribution Amounts.  The Company shall make contributions to the Plan as follows:

(a)Company 401(k) NEC Contribution Amounts.  If a Participant is eligible for a 401(k) Plan NEC for any Plan Year, a Participant’s Company 401(k) NEC Contribution Amount under this Plan for that Plan Year shall be equal to:

(1)a credit equal to the Participant’s 401(k) Plan NEC Percentage multiplied by the Participant’s Recognized Compensation for the Plan Year, if any, in excess of the annual compensation limit in effect for such Plan Year under section 401(a)(17) of the Code; and

(2)a credit equal to the Participant’s 401(k) Plan NEC Percentage multiplied by the Recognized Compensation, if any, the Participant deferred under the Nonqualified Deferred Compensation Plan to the extent that such compensation would have been recognized as “Recognized Compensation” under the 401(k) Plan in the Plan Year that it would have been paid had there been no deferral under the Nonqualified Deferred Compensation Plan.

(b)Company 401(k) Matching Contribution Amounts. If a Participant’s 401(k) Plan Before Tax and Roth 401(k) Plan Contributions to the 401(k) Plan equal or exceed the maximum “applicable dollar amount” as in effect under Section 402(g)(i)(B) of the Code for a given Plan Year (without regard to any additional “catch up” contributions permitted under Section 414(v) of the Code), the Participant’s Company 401(k) Matching Contribution Amount under this Plan for the Plan Year shall be equal to four and one-half percent (4½%) of the Participant’s Recognized Compensation for the Plan Year, if any, in excess of the annual compensation limit in effect for such Plan Year under Section 401(a)(17) of the Code.  If the Participant has not contributed the maximum applicable dollar amount in effect under

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Code §402(g) for the Plan Year, the Participant’s Company 401(k) Matching Contribution Amount under this Plan for the Plan Year is zero (0).

3.2Crediting of Amounts after Benefit Distribution. Notwithstanding any provision in this Plan to the contrary, if the complete distribution of a Participant’s vested Account Balance occurs prior to the date on which any portion of the Company Contribution Amount would otherwise be credited to the Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account Balance, but shall be paid to the Participant in a single lump sum as soon as administratively practicable after the amount can be determined.

3.3Vesting.  If a Participant either dies, attains age 65 or becomes Totally Disabled (as defined in the 401(k) Plan) while employed by the Company, he or she shall be fully (100%) vested in his or her Account Balance under the Plan.  In addition, all Participants who are actively employed by the Company shall become fully (100%) vested in their Account Balance under the Plan if the Company experiences a “Change in Control” (as defined in the Alliant Techsystems Inc. Pension & Retirement Plan).

Otherwise, a Participant shall become vested in his or her Company NEC Contributions under this Plan (adjusted as provided in Sec. 3.4 herein) in accordance with the following schedule:

Years of Vesting Service Completed	NEC Vested Percentage
Less than three	0	%
Three or more	100	%

Also, a Participant shall otherwise become vested in his or her Company Matching Contributions under this Plan (adjusted as provided in Sec. 3.4 herein) in accordance with the following schedule:

Years of Vesting Service Completed	Matching Contribution Vested Percentage
Less than one	0	%
One or more	100	%

Notwithstanding the foregoing, all benefits under this Plan shall be permanently forfeited upon the determination by the PRC (or by the Committee for Section 16 Officers) that the Participant, either before or after Termination of Employment:

(a)engaged in a criminal or fraudulent conduct resulting in material harm to the Company or an affiliate of the Company; or

(b)made an unauthorized disclosure to any competitor of any material confidential information, trade information or trade secrets of the Company or an affiliate of the Company; or

(c)provided Company or an affiliate of Company with materially false reports concerning his or her business interests or employment; or

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

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

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(f)engaged in conduct causing a serious violation of state or federal law by Company or an affiliate of Company; or

(g)engaged in theft of assets or funds of the Company or an affiliate of the Company; or

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

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

3.4Crediting and Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the PRC, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a)Measurement Funds. The Participant may elect one or more of the measurement funds selected by the PRC, in its sole discretion, which are based on certain mutual funds or other collective investment vehicles (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the PRC may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least 30 days after the day on which the PRC gives Participants advance written notice of such change. Notwithstanding the above, no Measurement Fund shall be based primarily on common stock or other securities of the Company.

(b)Election of Measurement Funds. A Participant, in connection with his or her initial commencement of participation in the Plan, shall elect, on the Investment Election Form, one or more Measurement Fund(s) (as described in Section 3.4(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the Measurement Fund as determined by the PRC from time to time, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Investment Election Form to the Company that is accepted by the Company, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day that is administratively practicable, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.

(c)Proportionate Allocation. In making any election described in Section 3.4(b) above, the Participant shall specify on the Investment Election Form, in increments of 1%, the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.

(d)Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

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(e)No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.5FICA and Other Taxes.

(a)Company Contribution Account. When a Participant’s Annual Account is credited with a Company Contribution Amount (or, if such amount is subject to a vesting schedule, when such Participant is vested in such amount), the Participant’s Employer(s) shall withhold, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Company Contribution Amount. If necessary, the Company may reduce the vested portion of the Participant’s Company Contribution Account, as applicable, in order to comply with this Section 3.5.

(b)Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

ARTICLE 4

Distribution of Benefits

4.1Benefit Distribution Date. A Participant who dies or experiences a Termination of Employment shall receive his or her vested Account Balance, calculated as of the close of business on the Participant’s Benefit Distribution Date. If the calculation date is not a business day, then such calculation shall be made on the immediately preceding business day.

4.2Actual Payment Date. The Account Balance shall be paid to the Participant (or the Participant’s Beneficiary(ies), as applicable) in a lump sum payment no later than 60 days after the Participant’s Benefit Distribution Date in the event of a Termination of Employment, and in the event of death, no later than the later of 90 days after the date of death or the last day of the calendar year in which death occurs.

4.3Payment in Cash. Payment of a Participant’s Account Balance shall be made in cash.

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ARTICLE 5

Beneficiary Designation

5.1Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

5.2Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Company. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Company’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Senior Vice President of Human Resources may, in his or her sole discretion, determine that spousal consent is required to be provided in a form designated by the Senior Vice President of Human Resources, executed by such Participant’s spouse and returned to the Company. Upon the acceptance by the Company of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Company shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Company prior to his or her death.

5.3Receipt. No designation or change in designation of a Beneficiary shall be effective until received by the Company in accordance with rules established by the Company.

5.4No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 5.1, 5.2 and 5.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

5.5Doubt as to Beneficiary. If the Senior Vice President of Human Resources has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, he or she shall have the right, exercisable in his or her discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to his or her satisfaction.

5.6Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary (as the Beneficiary is determined by the Senior Vice President of Human Resources) shall fully and completely discharge the Company, the Employer, the Committee, the PRC and the Vice President of Human Resources from all further obligations under this Plan with respect to the Participant.

ARTICLE 6
Leave of Absence

6.1Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, the Participant shall remain in the Plan until the Participant becomes eligible for the benefits as provided in Article 4 in accordance with the provisions of that Article.

6.2Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employment of the Employer for any reason, the Participant shall remain in the Plan until the Participant becomes eligible for the benefits as provided in Article 4 in accordance with the provisions of that Article.

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ARTICLE 7

Termination of Plan, Amendment or Modification

7.1Termination of Plan. Although the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to Terminate the Plan (as defined in Section 1.37). In the event of a Termination of the Plan, the Measurement Funds available to Participants following the Termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Termination of the Plan is effective. Following a Termination of the Plan, Participant Account Balances shall remain in the Plan until the Participant becomes eligible for the benefits provided in Article 4 in accordance with the provisions of that Article. The Termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination; provided, however, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to immediately pay all benefits in a lump sum following such Termination of the Plan, if (i)(A) Termination is not proximate to a downturn in the financial health of the Company, (B) the Company terminates all arrangements required to be aggregated with the Plan pursuant to Code Section 409A, (C) lump sum payments are made between 12 and 24 months following Termination of the Plan, and (D) the Company does not establish a new plan that would have been aggregated with the Plan for purposes of Code Section 409A within three years following Termination of the Plan, or (ii) Termination is in connection with dissolution or change in control of the Company, or such other circumstances permitted by applicable guidance, and in accordance with such other corresponding conditions required by Code Section 409A and regulations or other guidance issued thereunder.

7.2Amendment.

(a)The Committee may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing, no amendment shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment is made. In no event shall the Company, the Employer, the PRC or the Committee be responsible for any decline in a Participant’s Account Balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of the Measurement Funds pursuant to Section 3.4.

(b)Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any provision of the Plan may cause amounts deferred under the Plan to become immediately taxable to any Participant under Code Section 409A, and related guidance, the Committee may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the Plan and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Code Section 409A, and related guidance.

7.3Effect of Payment. The full payment of the Participant’s vested Account Balance under Article 4 of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan.

ARTICLE 8
Administration

8.1Committee Duties. Except as otherwise provided in this Plan, this Plan shall be administered by the Committee. The Committee shall also have the discretion and authority to (i) make, amend, interpret and

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enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. When making a determination or calculation, the Company, Committee and the Senior Vice President of Human Resources, as applicable, shall be entitled to rely on information furnished by a Participant.

8.2Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer.

8.3Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

8.4Indemnity. All Employers shall indemnify and hold harmless the members of the Committee, the PRC, the Senior Vice President of Human Resources, any Employee to whom duties have been or may be delegated under this Plan, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of an individual’s willful misconduct.

8.5Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the death or Termination of Employment of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 9

Other Benefits and Agreements

9.1Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 10
Trust

10.1Establishment of the Trust. In order to provide assets from which to fulfill the obligations of the Participants and their beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property to provide for the benefit payments under the Plan, (the “Trust”).

10.2Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Company to the assets transferred to the Trust. The Company shall at all times remain liable to carry out its obligations under the Plan.

10.3Distributions From the Trust. The Company’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Company’s obligations under this Plan.

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ARTICLE 11

Claims Procedures

11.1Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the PRC (or in the case of a Section 16 Officer, the Committee) a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

11.2Notification of Decision. The PRC (or in the case of a Section 16 Officer, the Committee) shall consider a Claimant’s claim within a reasonable time, but no later than 90 days after receiving the claim. If the PRC or the Committee, as applicable, determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the PRC or the Committee expects to render the benefit determination. The PRC or the Committee, as applicable, shall notify the Claimant in writing:

(a)that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b)that the PRC or the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)the specific reason(s) for the denial of the claim, or any part of it;

(ii)specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii)a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv)an explanation of the claim review procedure set forth in Section 11.3 below; and

(v)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

11.3Review of a Denied Claim. On or before 60 days after receiving a notice from the PRC (or in the case of a Section16 Officer, the Committee) that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the PRC or the Committee, as applicable, a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

(a)may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

(b)may submit written comments or other documents; and/or

(c)may request a hearing, which the PRC or the Committee (as applicable), in its sole discretion, may grant.

11.4Decision on Review. The PRC (or in the case of a Section 16 Officer, the Committee) shall render its decision on review promptly, and no later than 60 days after the receipt of the Claimant’s written request

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for a review of the denial of the claim. If the PRC or the Committee, as applicable, determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the PRC or the Committee, as applicable, expects to render the benefit determination. In rendering its decision, the PRC or the Committee, as applicable, shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a)specific reasons for the decision;

(b)specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c)a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

(d)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

11.5Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 11 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan. Any legal action must be brought within two years after the Claimant knew or should have known of the principal facts on which the claim is based or, if earlier, 90 days after the procedure under this Article 11 is completed.

11.6Determinations. Benefits under the Plan will be paid only if the PRC (or in the case of a Section 16 Officer, the Committee) decides in its discretion that the applicant is entitled to them. The PRC or the Committee, as applicable, has discretionary authority to grant or deny benefits under the Plan. The PRC shall have the sole discretion, authority and responsibility to interpret and construe this Plan Statement and all relevant documents and information, and to determine all factual and legal questions under the Plan, in relation to a person’s (other than a Section 16 Officer) claim for benefits. The Committee shall have the sole discretion, authority and responsibility to interpret and construe this Plan Statement and all relevant documents and information, and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of all persons to benefits and the amounts of their benefits. The Committee’s discretionary authority shall include all matters arising under the Plan.

ARTICLE 12
Miscellaneous

12.1Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent possible in a manner consistent with that intent and (ii) in accordance with Code Section 409A and other applicable tax law, including but not limited to Treasury Regulations promulgated pursuant to Code Section 409A.

12.2Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Company. For purposes of the payment of benefits under this Plan, any and all of the Company’s assets shall be, and

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remain, the general, unpledged unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

12.3Employer’s Liability. The Company’s liability for the payment of benefits shall be defined only by the Plan. The Company shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.

12.4Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise (including without limitation any domestic relations order, whether or not a “qualified domestic relations order” under section 414(p) of the Code and section 206(d) of ERISA) before the Account Balance is distributed to the Participant or Beneficiary.

12.5Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company or any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or any Employer or to interfere with the right of the Company or any Employer to discipline or discharge the Participant at any time.

12.6Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Company by furnishing any and all information requested by the Company and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Company may deem necessary.

12.7Terms. Whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

12.8Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

12.9Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.

12.10Notice. Any notice or filing required or permitted to be given to the Company under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

ALLIANT TECHSYSTEMS INC.

Attn: ATK Retirement Department

7480 Flying Cloud Drive, MN05-2E

Eden Prairie, MN 55344

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

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12.11Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

12.12Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

12.13Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

12.14Incompetent. If the Senior Vice President of Human Resources determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, he or she may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Senior Vice President of Human Resources may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

12.15Deduction Limitation on Benefit Payments. The Company may determine that as a result of the application of the limitation under Code Section 162(m), a distribution payable to a Participant pursuant to this Plan would not be deductible if such distribution were made at the time required by the Plan. If the Company makes such a determination, then the distribution shall not be paid to the Participant until such time as the distribution first becomes deductible. The amount of the distribution shall continue to be adjusted in accordance with Section 3.4 above until it is distributed to the Participant. The amount of the distribution, plus amounts credited or debited thereon, shall be paid to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Company, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Company during which the distribution is made will not be limited by Section 162(m). Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

12.16Insurance. The Company, on its own behalf or on behalf of the trustee of the Trust, and, in its sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Company or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Company shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.

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